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BLG — Annual Report 2025
Jun 4, 2026
51925_rns_2026-06-04_57e56aaf-a75d-46d1-8f90-0e5a14bc929b.pdf
Annual Report
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STOCK CODE 1805
B 1971
WALKER
Patti A.
2025
ANNUAL REPORT

PRINT ON MAY 4, 2026
THE CONTENTS OF THIS ANNUAL REPORT AND RELEVANT INFORMATION REGARDING
THE CURRENCY ARE AVAILABLE ON THE FOLLOWING WEBSITES:
MARKET OBSERVATION POST SYSTEM
HTTPS://MGPS.TW38.COM.TW/MGPS/WEB/INDEX
I. Name, title, phone number and e-mail address of the spokesperson and acting spokesperson:
Spokesperson: CFO Huang Wen-Cheng
Contact number: (02) 2791-5688
Email: [email protected]
Acting spokesperson: Assistant General Manager Hsu Tzu-Fang
Contact number: (02) 2791-5688
Email: [email protected]
II. Address and phone number of the company’s head office and branch offices:
The Company: 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City 114
Telephone: (02) 2791-5688
III. Name, address, website, and phone number of the agent handling shares transfer:
Name: Agency division of The Capital Securities Co., Ltd.
Address: B2F., No. 97, Sec. 2, Dunhua S. Rd., Da’an Dist., Taipei City 106
Website: www.capital.com.tw
Telephone: (02) 2702-3999
IV. Name of the certified public accountant who audited the company’s annual financial report for the most recent fiscal year, and the name, address and phone number of the accounting firm:
Name of CPAs: Pan Chun-Ming, Chen Tsung-Che
Name of CPA firm: KPMG Taiwan
Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City 110
Website: www.kpmg.com.tw
Telephone: (02) 8101-6666
V. Name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: None.
VI. Company Website: https://blgroup.com.tw/
Page
One. Letter to Shareholders ... 1
Two. Corporate governance report ... 4
I. Information on the company's directors, general manager, deputy general managers, assistant general managers and the managers of all the Company's divisions and branch units ... 4
II. Remuneration paid during the most recent fiscal year to directors, general managers and deputy general managers ... 14
III. State of the Company's implementation of corporate governance ... 20
IV. Information on the professional fees of the attesting CPAs ... 52
V. Information on replacement of CPAs ... 53
VI. Where the company's chairperson, general manager, or any manager in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm ... 53
VII. Any transfer of equity interests and pledge of or change in equity interests by a director, supervisor, manager, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ... 53
VIII. Relationship information among the Company's top 10 shareholders ... 54
IX. Total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company ... 55
Three. Information on capital raising activities ... 56
I. Source of capital stock ... 56
II. List of Major Shareholders(Shareholders with more than 5% of the shares or the top 10 shareholders) ... 60
III. Company's dividend policy and implementation thereof ... 60
IV. Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting ... 61
V. Remunerations to employees and directors ... 61
VI. The Company's share repurchase ... 62
VII. Status of implementation of corporate bonds, preferred shares, global depository receipts, employee stock options, issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies ... 62
VIII. Status of implementation of capital allocation plans ... 62
Four. Overview of operations ... 63
I. Description of the business ... 63
II. Market, production and sales overview ... 66
III. Information on employees for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report ... 69
IV. Disbursements for environmental protection ... 69
V. Labor relations ... 69
VI. Management of cybersecurity ... 73
VII. Important contracts ... 75
Five. Review and analysis of the financial position, financial performance, and risks ... 76
I. Financial position ... 76
II. Financial performance ... 77
III. Cash flow ... 78
IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year: 79
V. The company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving reinvestment profitability, and investment plans for the coming year: 79
VI. Risks 80
VII. Other important matters. 82
Six. Special items to be included. 83
I. Information related to the company's affiliates: 83
II. Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report. 85
III. Other matters that require additional description 85
IV. Any matter which has had a significant impact on shareholders rights or the price for the securities referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent year or during the current year up to the date of publication of the annual report. 85
One. Letter to Shareholders
Dear Shareholders:
Thank you to all shareholders for the support! We strive to operate under the philosophy of creating the best interests of our customers, employees and shareholders and look forward to having a better performance. The following is a summary of the Company's results of operations and future operating plans for the year ended December 31, 2025.
I. 2025 Operating Result
(I) 2025 Operating Result
The 2025 consolidated operating revenue of the Company is NT$285,015 thousand, an decrease of NT$340,452 thousand from the last year's consolidated operating revenue of NT$625,467 thousand. The 2025 parent-only operating revenue is NT$277,129 thousand, an decrease of NT$344,147 thousand from the last year's parent-only operating revenue of NT$621,276 thousand.
The 2025 consolidated comprehensive income (loss) for the year is at an income of NT$25,756 thousand, and the consolidated net income for the period is NT$26,117 thousand, and the earnings per share is NT$0.20.
(II) Budget Implementation Status: Not applicable.
(III) Financial Revenue/Expenditure and Profitability Analysis
The consolidated financial revenue/expenditure and profitability analysis of the Company in the last two years are as follows:
Unit: In Thousand New Taiwan Dollars, %
| Year Item | 2025 | 2024 | |
|---|---|---|---|
| Financial revenue/expenditure | Net operating revenue | 285,015 | 625,467 |
| Gross profit | 83,442 | 293,398 | |
| Net profit (loss) for the period | 26,117 | 300,956 | |
| Profitability | Return on assets (ROA) (%) | 1.59 | 17.39 |
| Return on shareholders’ equity (%) | 1.86 | 30.77 | |
| Operating income to paid-in capital ratio (%) | 2.02 | 19.12 | |
| Net income before tax to paid-in capital ratio (%) | 2.22 | 29.64 | |
| Net profit margin (%) | 9.16 | 48.12 | |
| Earnings per share (EPS) (NT$) | 0.20 | 2.96 |
(IV) Research and Development
To thoroughly understand the real estate market, the Company has actively collected various land and real estate market information, in order to plan and design the most quality product and to satisfy consumer demands. In addition, the Company also implements rigorous control on the construction quality, project progress and cost, in order to achieve both profit and quality at the same time.
II. 2026 Business Plan Overview
(I) Operational Directives
The Company will continue to uphold the philosophy of “Commitment, Style, Perfection” and establish professional team with extensive construction experience, in order to achieve the corporation mission of sustainable operation.
(II) Important Production and Sales Policies
Project Progress Update: The "Pauian Pau-Garden" project in Songshan District was completed and handed over in Q4 2025. Regarding new launches, in Q2 2026, the company will collaborate with Pauian Archiland to launch the "Beitou Xinzhou Mei Section" project and "Zhongli Zhongyun Section #1" project. In Q3, the "Linkou Lixing Section" project, "Yongjing Park Urban Renewal Project, Zhongshan District", and "Zhongli Zhongyun Section #2" project will be introduced. In Q4, the company will partner with Pauian Archiland to launch the "Urban renewal plan on Shitan Section, Neihu District" and the "Hwa Ya Hi-tech Area Project - Residential Portion".
As projects are completed and handed over, while new developments enter their sales and construction phases, the company’s operations are set to enter a period of stable growth. Moving forward, our development strategy will place equal emphasis on both land re-zoning and urban renewal to bolster operational momentum. By leveraging the dual-brand advantage of "Pauian Archiland" and "Better Life Group," and deepening our partnership with the "CB-CERATIZIT," we expect to significantly enhance the confidence of landowners and customer satisfaction. These efforts will facilitate the development of more premium projects, increase corporate revenue and profitability, and further strengthen the company’s competitive edge.
2
III. Impacts of External Competitive Environment, Legal Environment and Overall Operating Environment on Company’s Future Development Strategy:
(I) Future Development Strategy:
(1) Through in-depth study of individual project characteristics, the Company will focus on the construction quality and after-sale service, in order to enhance product differentiation and refinement, thereby achieving irreplaceability of products.
(2) Strengthen the Company's brand value and competitiveness, in order to increase profit margin and to achieve maximum profit for the Company.
(3) Cooperate with the asset revitalization policy of the Company along with the consideration of the industrial development trend, the Company will continue to evaluate the feasibility for investing in green energy industry.
(II) Analysis of Impacts of External Competitive Environment, Legal Environment and Overall Operating Environment:
(1) In response to the government’s promotion in urban renewal policy, the Company will continue to actively launch urban renewal projects.
(2) Pay attention to industrial latest news, any changes to regulations and overall political and economic environment, and formulate the most appropriate course of action.
(3) Focus on construction quality, enhance customer service, in order to improve customer satisfaction. In addition, the Company expects to establish quality brand image and provide high quality products in order to achieve win-win situation for both customers and the Company.
Thank you to all shareholders for the support. We will continue to strive for high-quality growth in the industry and diversified operation in order to enhance the Company’s competitiveness. and aim to generate maximum profit. Maximizing profits is our goal, and we look forward to the continued support of our shareholders.
Wish you all
good health and all the best!
Chairman: Lin Jui-Shan
Two. Corporate governance report
I. Information on the company's directors, general manager, deputy general managers, assistant general managers and the managers of all the Company's divisions and branch units
(I) Directors and independent directors
- Information on all directors
April 28, 2026
| Title | Nationality or place of registration | Name | Gender Age | Date elected | Term of office | Date elected | Shareholding when Elected | Current shareholdings | Current spouse & minor shareholding | Shareholding by nominee arrangement | Experience (education) | Position held in other companies | Executives, directors or supervisors who are Spouses or within Two Degrees of Kinship | Remarks | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding | Title | Name | Relations | |||||||||||
| Corporate Director | R.O.C. | Puquan Advertising Co., Ltd. | 2023.06.21 | 3 years | 2019.06.28 | 9,067,200 | 9.04 | 27,916,729 | 20.68 | ||||||||||||
| Delegate of juristic person board chairperson | R.O.C. | Lin Jui-Shan | Male 51-60 years old | 2023.06.21 | 3 years | 2018.05.18 | - | - | - | - | - | - | - | - | China University of Technology/Chairman, Puxian Construction Team | The Company's General Manager, Chairman for subsidiaries - Better Life Green Energy Technology, Better Life Real Estate, Better Life Group Travel Service/Director of Yung Hsin Construction Co., Ltd., Puyuan Construction Co., Ltd. | - | - | - | ||
| Delegate of juristic person director | R.O.C. | Li Chang-Shu | Male 61-70 years old | 2024.03.20 | 3 years | 2024.03.20 | - | - | - | - | - | - | - | - | EMBA, Peking University | Chairman, Puxian Construction Team | - | - | - | ||
| Delegate of juristic person director | R.O.C. | Su Li-Vu | Female 51-60 years old | 2023.06.21 | 3 years | 2018.06.27 | - | - | - | - | - | - | - | - | Department of Public Finance, Taipei University: Assistant General Manager, Puxian Construction Team | Deputy General Manager of Finance, Puxian Construction Team | - | - | - | ||
| Corporate Director | R.O.C. | Nien Mei Investment Co., Ltd. | 2023.06.21 | 3 years | 2014.06.24 | 4,122,000 | 4.11 | 2,439,333 | 1.81 | ||||||||||||
| Delegate of juristic person director | R.O.C. | Liao Wan-Long (Note) | Male 71-80 years old | 2024.03.20 | 3 years | 2024.03.20 | - | - | - | - | 5,689,635 | 4.22 | - | - | PhD, Regional Economics, Xiamen University | Chairman of CB-CERATIZIT Group/Chairman of inhouse Hotels Group | Director | Chang Chun-Kuei | Spox | ||
| Director | Director | ||||||||||||||||||||
| Delegate of juristic person director | R.O.C. | Liao Pei-Ling (Note) | Female 41-50 years old | 2026.01.16 | 3 years | 2026.01.16 | 884,448 | 0.66 | 884,448 | 0.66 | University of Manchester | Director, INHOUSE GROUP | Director |
| Title | Nationality or place of registration | Name | Gender Age | Date elected | Term of office | Date elected | Shareholding when Elected | Current shareholdings | Current spouse & minor shareholding | Shareholding by nominee arrangement | Experience (education) | Position held in other companies | Executives, directors or supervisors who are Spouses or within Two Degrees of Kinship | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding | Title | Name | Relations | ||||||||||
| Corporate Director | R.O.C. | SOON GLORY MANAGEMENT & TRADING CO., LTD. | 2023.06.21 | 3 years | 2023.06.21 | 1,241,000 | 1.24 | 10,549,457 | 7.82 | |||||||||||
| Delegate of juristic person director | R.O.C. | Chang Chun-Kuei | Female 71-80 years old | 2023.06.21 | 3 years | 2023.06.21 | 1,800,000 | 1.80 | 5,689,635 | 4.22 | - | - | - | - | East-West University MBA | President of CB-CERATIZIT Group and inhouse Hotels Group | Director | Liao Pei-Ling | Liao Wan-Long | Mother and daughter |
| Delegate of juristic person director | R.O.C. | Cheng Yuan-Kai | Male 31-40 years old | 2023.07.31 | 3 years | 2023.07.31 | - | - | - | - | - | - | - | - | Chibiku University of Technology | Project Manager-CB-CERATIZIT Group | - | - | - | |
| Independent director | R.O.C. | Huang Kuo-Shih | Male 61-70 years old | 2023.06.21 | 3 years | 2017.06.27 | - | - | - | - | - | - | - | - | Master of Accounting-National Taiwan University/partner of Baker Tilly Clock & CO | Partner of Kang Chu CPA Firm/Independent director of CARELEX MEDICAL INC., G-TECH Optoelectronics Co., Ltd., and Trust-Search Co., Ltd./Director of TEKCORE CO., LTD./Supervisor of Finqy Medical Co., Ltd. | - | - | - | |
| Independent director | R.O.C. | Li Pei-Chang | Male 51-60 years old | 2023.06.21 | 3 years | 2017.06.27 | - | - | - | - | - | - | - | - | Master of Law, Taipei University / Director of Taiwan Trust Association | New Hope Law Firm Leading attorney and partner | - | - | - | |
| Independent director | R.O.C. | Kuo Yu-Hsin | Male 51-60 years old | 2023.06.21 | 3 years | 2020.06.18 | - | - | - | - | - | - | - | - | Master of Electrical Engineering, University of Southern California Executive director of Tayih Optical Energy of Tayih Group Executive director of MINIWIZ Sustainable Energy Development | Chairman of Wiser Co., Ltd., ViewEC Co., Ltd. and Qingyu Marketing Co., Ltd. | - | - | - | |
| Independent director | R.O.C. | Tai Chia-Wei | Male 61-70 years old | 2025.06.27 | 3 years | 2025.06.27 | - | - | - | - | - | - | - | - | Department of Business Administration, Fu Jon Catholic University/Deputy General Manager, General Manager's Office, SinoPac Securities Corporation | Independent director, Silicon Integrated Systems Corp., HU LANE ASSOCIATE INC., Family International Gourmet Co., Ltd., Director, XIANG SIAV RESTAURANT CO., LTD. | - | - | - |
(Note) Director Liao Wan-Long passed away in October 2025. Legal entity director Nien Mei Investment Co., Ltd. subsequently appointed Director Liao Pei-Ling as its representative in January 2026.
- Major shareholders of juristic person shareholders (Table 1)
| Name of juristic person shareholders (note 1) | Major shareholders of juristic person shareholders (note2) | |
|---|---|---|
| Puquan Advertising Co., Ltd. | Pu Meng Investment Co., Ltd. | 19.95% |
| Chun Fu Investment Co., Ltd. | 12.39% | |
| Pu Jui Investment Co., Ltd. | 11.09% | |
| Yang Che Investment Co., Ltd. | 8.42% | |
| Pu Kuan Investment Co., Ltd. | 11.38% | |
| Ho Chung Investment Co., Ltd. | 6.12% | |
| Pu Ying Investment Co., Ltd. | 10.45% | |
| Pu Kuan Investment Co., Ltd. | 3.71% | |
| Ching Hsiang Investment Co., Ltd. | 4.61% | |
| Pu Ching Investment Co., Ltd. | 2.88% | |
| Nien Mei Investment Co., Ltd. | Puquan Advertising Co., Ltd. | 100.00% |
| NOON GLORY MANAGEMENT & TRADING CO., LTD. | Wan Hsin Pao Co., Ltd. | 100.00% |
Note1: For directors and supervisors acting as the delegate of juristic person shareholders, the section shall indicate the names of the juristic person shareholders
Note2: The section shall further indicate the names of the juristic persons' 10 largest shareholders and the holding percentage of each. If the major shareholders are juristic persons, the following table 2 shall be filled in.
- If the major shareholders in Table 1 are juristic persons, their major shareholders (Table 2)
| Name of juristic person (note 1) | Major shareholders of juristic person (note2) | |
|---|---|---|
| Pu Meng Investment Co., Ltd. | Li Chung-Shu | 80.00% |
| Lin Wan-Lin | 20.00% | |
| Chun Fu Investment Co., Ltd. | Chang Huang-Kuei | 70.00% |
| Wu Ling-Chun | 20.00% | |
| Chang Fei-Yan | 5.00% | |
| Chang Hsuan-Hao | 5.00% | |
| Pu Jui Investment Co., Ltd. | Lin Jui-Shan | 100% |
| Yang Che Investment Co., Ltd. | Seychelles RABBIT FOOT CO., LTD. | 100% |
| Pu Kuan Investment Co., Ltd. | Li Chung-Shu | 80.00% |
| Pu Meng Investment Co., Ltd. | 15.00% | |
| Pu Ying Investment Co., Ltd. | 5.00% | |
| Ho Chung Investment Co., Ltd. | Yang Hao-Lin | 49.00% |
| Li Chun-Shu | 34.00% | |
| Pu Ying Investment Co., Ltd. | Li Chung-Shu | 90.00% |
| Yuan Mei-Hui | 10.00% | |
| Pu Kuan Investment Co., Ltd. | Lo Li-Kuan | 25.00% |
| Ching Hsiang Investment Co., Ltd. | Chang Chia-Sheng | 25.00% |
| Pu Ching Investment Co., Ltd. | Chiang Ching-Ching | 35.00% |
| Wan Hsin Pao Co., Ltd. | Liao Yu-Hsin | 71.43% |
| Liao Chia-Ling | 14.29% | |
| Liao Wan-Long | 7.14% | |
| Chang Chun-Kuei | 7.14% |
Note1: If the major shareholders in Table 1 above are juristic persons, the names of the juristic persons shall be filled in.
Note2: The section shall further indicate the names of the juristic person's 10 largest shareholders and the holding percentage of each.
May 4, 2026
- Disclosure of professional qualifications of directors and independence of independent directors
| Qualifications Name | Professional qualifications and experience | Independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Lin Jui-Shan | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Not a spouse or a relative within the second degree of kinship with the directors. | - |
| Li Chung-Shu | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Not a spouse or a relative within the second degree of kinship with the directors. | - |
| Su Li-Yu | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Not a spouse or a relative within the second degree of kinship with the directors. | - |
| Liao Wan-Long (Note) | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Spouse with Director Chang Chun-Kuei | - |
| Chang Chun-Kuei | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Spouse with Director Liao Wan-Long | - |
| Liao Pei-Ling (Note) | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Daughter of Directors Liao Wan-Long and Chang Chun-Kuei |
| Name\Qualifications | Professional qualifications and experience | Independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Cheng Yuan-Kai | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | Not a spouse or a relative within the second degree of kinship with the directors. | - |
| Huang Kuo-Shih | Certified Public Accountants Not a person as described in each paragraph of Article 30 of the Company Act. | The independence requirements of an independent director have been met. | 3 |
| Li Pei-Chang | Practicing attorney. Not a person as described in each paragraph of Article 30 of the Company Act. | The independence requirements of an independent director have been met. | - |
| Kuo Yu-Hsin | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | The independence requirements of an independent director have been met. | - |
| Tai Chia-Wei | Practical work experience in the industry. Not a person as described in each paragraph of Article 30 of the Company Act. | The independence requirements of an independent director have been met. | 3 |
(Note) Director Liao Wan-Long passed away in October 2025. Legal entity director Nien Mei Investment Co., Ltd. subsequently appointed Director Liao Pei-
Ling as its representative in January 2026.
10
- Diversity and Independence of the Board of Directors
(1) Diversity of the Board of Directors:
In accordance with Article 20 of the Company's corporate governance best practice principles, the "Diversity Policy" stipulates as follows:
The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following skills:
I. Operational judgement skills
II. Accounting and financial analysis skills
III. Operational management skills
IV. Crisis management skills
V. Industry knowledge
VI. Global market insight
VII. Leadership skills
VIII. Decision making skills
"Objectives of Diversity Management"
-
The Company's board of directors shall provide guidance of the corporate strategies, supervise the management, and be responsible to the Company and shareholders. The operations and arrangements of the corporate governance system shall ensure that the board of directors exercises its powers in accordance with laws, regulations of the Company's Articles of Incorporation, or resolutions of the shareholders' meeting.
-
The structure of the Company's Board of Directors shall determine the appropriate number of seats of directors based on the Company's scale of business development and the shareholding of major shareholders, as well as taking into account the needs of practical operations.
-
Except for those approved by the competent authority, more than half of the seats of directors of the Company shall not have relationships of spouses or relatives within the second degree of kinship. Except for directors Chang Chun-Kuei and Liao Pei-Ling who are mother and daughter, other directors are not spouses or relatives within the second degree of kinship. All four independent directors also meet the qualifications for independence as independent directors.
-
It is recommended that members of the board of directors shall continue to participate in seminars on finance, risk management, business, business, accounting, laws, or corporate social responsibilities and other refresher courses related to corporate governance issues organized by institutions designated for the promotion of directors and supervisors of listed/OTC companies when being newly appointed or during their tenure, and employees at all levels are instructed to strengthen their professional and legal expertise.
-
We will gradually increase the diversity of the Board of Directors and aim for at least one-third of the board seats to be held by each gender. The Company's 18th Board of Directors was fully re-elected in 2023, adding one seat for a female corporate director. Of the nine board members, two are women (0.22). In 2025, one independent director with a finance background was added to the board. As of January 2026, the Company's Board of Directors consists of ten directors (including four independent directors), three of whom are women (0.3). The proportion of female directors has gradually increased. The Company will re-elect the entire board (the 19th Board of Directors) in 2026 and continues to work towards its goals.
2
"Implementation of Diversity Policy"
| Title | Name | Gender | Operational judgment skills | Accounting and financial analysis skills | Operational management skills | Crisis management skills | Industry knowledge | Global market insight | Leadership skills | Decision-making skills | Concurrently serving as company manager | Background in law | Background in other fields |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Lin Jui-Shan | Male | V | V | V | V | V | V | V | V | V | ||
| Director | Li Chung-Shu | Male | V | V | V | V | V | V | V | V | |||
| Director | Su Li-Yu | Female | V | V | V | V | V | V | V | V | V | ||
| Director | Liao Pei-Ling | Female | V | V | V | V | V | V | V | V | |||
| Director | Chang Chun-Kuei | Female | V | V | V | V | V | V | V | V | |||
| Director | Cheng Yuan-Kai | Male | V | V | V | V | V | V | V | V | |||
| Independent director | Huang Kuo-Shih | Male | V | V | V | V | V | V | V | V | |||
| Independent director | Li Pei-Chang | Male | V | V | V | V | V | V | V | V | |||
| Independent director | Kuo Yu-Hsin | Male | V | V | V | V | V | V | V | V | |||
| Independent director | Tai Chia-Wei | Male | V | V | V | V | V | V | V |
- The Company's important management level has set up a system of substitute to cultivate diverse and comprehensive management capabilities, so as to facilitate the planning of succession and development of successors, and to practice the concept of corporate sustainable management.
- Currently, four independent directors have been appointed, representing 40% of the ten seats on the board. Furthermore, the board has made progress in diversifying the professional qualifications, gender, and age range of its members.
(2) Independence of the Board of Directors:
Except for directors Chang Chun-Kuei and Liao Pei-Ling who are mother and daughter, other directors are not spouses or relatives within the second degree of kinship. All four independent directors also meet the qualifications for independence.
(II) Information on the company's general manager, deputy general managers, assistant general managers and the managers of all the Company's divisions and branch units
April 28, 2026
| Title | Nationality | Name | Gender | Date elected | Shareholding | Spouse & minor shareholding | Shareholding by nominee arrangement | Experience(education) | Position held in other companies | Managers who are spouses or within two degrees of kinship | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding | Title | Name | Relations | ||||||||
| General manager (Note) | R.O.C. | Lin Jui-Shan | Male | 2018.05.18 | - | - | - | - | - | - | China University of Technology | Chairman of Yung Hsin Construction Co., Ltd. and Puyuan Construction Co., Ltd., etc. | - | - | - | - |
| Chief legal officer | R.O.C. | Chang Pan | Male | 2009.07.06 | 50,000 | 0.04 | - | - | - | - | Law department, Chung Hsing University/ Vice president of Medtecs Company | - | - | - | - | - |
| Chief financial officer (concurrent corporate governance officer) | R.O.C. | Huang Wen-Cheng | Male | 2018.12.05 | 151,431 | 0.11 | - | - | - | - | Master of Accounting, National Chengchi University/ Practicing CPA of Bai Chun CPA Firm /CFO of Jsl Construction & Development Co., Ltd. | - | - | - | - | - |
| Business Development Department Deputy General Manager | R.O.C. | Lin Chih-Hsin | Male | 2024.06.01 | - | - | - | - | - | - | Department of Agricultural Chemistry, National Taiwan University/MBA, Royal Holloway, University of London/MS in Information Systems, London School of Economics and Political Science | Deputy General Manager, Puyi Construction Co., Ltd./Puyi Construction Co., Ltd. | - | - | - | - |
| Assistant general manager | R.O.C. | Hsiung Yu-Yu | Male | 2022.02.11 | - | - | - | - | - | - | Department of Architecture, Hwa Hsia College of Technology/ assistant general manager of Pu Pao Construction Co., Ltd. and Puyuan Construction Co., Ltd. | - | - | - | - | - |
| Assistant general manager | R.O.C. | Hsu Tzu-Fang | Female | 2017.11.07 | 120,000 | 0.09 | - | - | - | - | Department of Accounting and Statistics, Ling Tung University / vice president of Cheng Te Construction Co., Ltd. | - | - | - | - | - |
(Note) The Company's General Manager, Lin Jui-Shan, has served as Chairman since March 21, 2024, and resigned as General Manager on the same day. The Board of Directors passed a resolution on May 3, 2024, appointing CFO Huang Wen-Cheng as acting General Manager until a new General Manager was appointed. On June 27, 2025, the Board of Directors resolved to appoint Chairman Lin Jui-Shan as General Manager concurrently.
II. Remuneration paid during the most recent fiscal year to directors, general managers and deputy general managers
(I) Remuneration to directors and independent directors
2025 Unit: NT$ thousand/ share/%
| Title | Name(note) | Directors' remuneration | Total sum of A, B, C and D and their percentage to net income after tax (%) | Remuneration to part-time employees | Total sum of A, B, C, D, E, F and G, and their percentage to net income after tax (%) | Remuneration from ventures other than subsidiaries or from the parent company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base remuneration (A) | Pension (B) | Directors remuneration (C) | Salary, bonuses, and allowances (E) | Pension (F) | Employee remuneration (G)-(Note) | ||||||||||||||
| The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | ||||
| Chairman | Puquan Advertising Co., Ltd. Delegate of juristic person: Lin Jui-Shan | - | - | - | - | - | - | 360 | 360 | 1.38 | 1.38 | 3,005 | 3,005 | - | - | 163 | - | 163 | - |
| Director | Puquan Advertising Co., Ltd. Delegate of juristic person: Li Chung-Shu | - | - | - | - | - | - | 360 | 360 | 1.38 | 1.38 | - | - | - | - | - | - | - | 1.38 |
| Director | Puquan Advertising Co., Ltd. Delegate of juristic person: Su Li-Yu | - | - | - | - | - | - | 360 | 360 | 1.38 | 1.38 | - | - | - | - | - | - | - | 1.38 |
| Director | Nien Mei Investment Co., Ltd. Delegate of juristic person: Liao Wan-Long | - | - | - | - | - | - | 287 | 287 | 1.10 | 1.10 | - | - | - | - | - | - | - | 1.10 |
| Director | NOON GLORY MANAGEMENT & TRADING CO., LTD., | - | - | - | - | - | - | 360 | 360 | 1.38 | 1.38 | - | - | - | - | - | - | - | 1.38 |
| Title | Name(note) | Directors' remuneration | Total sum of A, B, C and D and their percentage to net income after tax (%) | Remuneration to part-time employees | Total sum of A, B, C, D, E, F and G, and their percentage to net income after tax (%) | Companies in the financial statements | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base remuneration (A) | Pension (B) | Directors remuneration (C) | Business execution expenses (D) | Salary, bonuses, and allowances (E) | Pension (F) | Employee remuneration (G)-(Note) | |||||||||||||||
| The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | ||||
| Cash amount | Share amount | Cash amount | |||||||||||||||||||
| Corporate Representative:Chang Chun-Kuei | |||||||||||||||||||||
| Director | NOON GLORY MANAGEMENT & TRADING CO., LTD., Corporate Representative:Cheng, Yuan-Kai | - | - | - | - | - | - | 360 | 360 | 1.38 | 1.38 | - | - | - | - | - | - | - | - | 1.38 | 1.38 |
| Independent director | Huang Kuo-Shih | - | - | - | - | - | - | 480 | 480 | 1.84 | 1.84 | - | - | - | - | - | - | - | - | 1.84 | 1.84 |
| Independent director | Li Pei-Chang | - | - | - | - | - | - | 480 | 480 | 1.84 | 1.84 | - | - | - | - | - | - | - | - | 1.84 | 1.84 |
| Independent director | Kuo Yu-Hsin | - | - | - | - | - | - | 480 | 480 | 1.84 | 1.84 | - | - | - | - | - | - | - | - | 1.84 | 1.84 |
| Independent director | Tai Chia-Wei | - | - | - | - | - | - | 240 | 240 | 0.92 | 0.92 | - | - | - | - | - | - | - | - | 0.92 | 0.92 |
- Please specify the policy, system, criteria and structure for the payment of remuneration to independent directors, and the relationship between the amount of remuneration paid and the responsibilities, risks and time commitment of the directors.
(1) Description of changes in director remuneration: Director Liao Wan-Long passed away in October 2025. Legal entity director Nien Mei Investment Co., Ltd. subsequently appointed Director Liao Pei-Ling as its representative in January 2026. The amount of director remuneration for 2025 was not significantly different from that of 2024.
(2) According to the Company's articles of incorporation, when directors of the Company are performing duties of the Company, regardless whether the Company is operating at a loss or profit, the Company may pay remuneration to directors, and the board of directors is authorized to handle the remuneration according to the common standard adopted in the same industry and relevant laws.
(3) Except for Chairman Lin Jui-Shan, who received remuneration as general manager with employee status, the Company's directors and independent directors were only paid transportation allowances and fixed remuneration. No variable remuneration was paid, and directors' remuneration was not linked to performance. The accrual policy remained consistent with prior years. - Except as disclosed in the table above, the remuneration received by the directors of the Company for services(such as serving as non-employee consultants, etc.) rendered to all companies in the financial statements in the most recent year: None.
(Note) These are proposed amounts, calculated for 2025 based on the ratio of actual distribution figures from 2024.
(II) Remuneration to the general manager and deputy general managers
2025 Unit: NT$ thousand/ share/%
| Title | Name | Remuneration (A) | Pension (B) | Bonuses, allowances, etc. (C) | Employee remuneration (D) (Note 2) | Total sum of A, B, C and D and their percentage to net income after tax (%) | Remuneration from ventures other than subsidiaries or from the parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | |||||
| Cash amount | Share amount | Cash amount | Share amount | |||||||||||
| General manager (Note 1) | Lin Jui-Shan | 2,767 | 2,767 | - | - | 238 | 238 | 163 | - | 163 | - | 12.13 | 12.13 | - |
| Acting General Manager (Note 1) | Huang Wen-Cheng | 2,143 | 2,143 | - | - | 375 | 375 | 127 | - | 127 | - | 10.13 | 10.13 | - |
| Deputy General Manager | Lin Chih-Hsin | 1,783 | 1,783 | - | - | 304 | 304 | 105 | - | 105 | - | 8.39 | 8.39 | - |
(Note 1) The Company's General Manager, Lin Jui-Shan, has served as Chairman since March 21, 2024, and resigned as General Manager on the same day. The Board of Directors passed a resolution on May 3, 2024, appointing CFO Huang Wen-Cheng as acting General Manager until a new General Manager was appointed. On June 27, 2025, the Board of Directors resolved to appoint Chairman Lin Jui-Shan as General Manager concurrently.
(Note 2) These are proposed amounts, calculated for 2025 based on the ratio of actual distribution figures from 2024.
(III) Managers with the top five highest remuneration amounts
2025 Unit: NT$ thousand/%
| Title | Name | Remuneration (A) | Pension (B) | Bonuses, allowances, etc. (C) | Employee remuneration (D) | Total sum of A, B, C and D and their percentage to net income after tax (%) | Remuneration from ventures other than subsidiaries | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | The Company | Companies in the financial statements | |||||
| Cash amount | Share amount | Cash amount | Share amount | |||||||||||
| Chairman (Concurrently serving as company manager) | Lin Jui-Shan | 2,767 | 2,767 | - | - | 238 | 238 | 163 | - | 163 | - | 12.13 | 12.13 | - |
| Deputy General Manager | Lin Chih-Hsin | 1,783 | 1,783 | - | - | 304 | 304 | 105 | - | 105 | - | 8.39 | 8.39 | - |
| Chief financial officer (concurrent corporate governance officer) | Huang Wen-Cheng | 2,143 | 2,143 | - | - | 375 | 375 | 127 | - | 127 | - | 10.13 | 10.13 | - |
| Chief legal officer | Chang Pan | 1,213 | 1,213 | - | - | 167 | 167 | 71 | - | 71 | - | 5.56 | 5.56 | - |
| Assistant general manager | Hsiung Yu-Yu | 1,615 | 1,615 | - | - | 283 | 283 | 95 | - | 95 | - | 7.63 | 7.63 | - |
| Assistant general manager | Hsu Tzu-Fang | 1,207 | 1,207 | - | - | 185 | 185 | 71 | - | 71 | - | 5.60 | 5.60 | - |
(Note) These are proposed amounts, calculated for 2025 based on the ratio of actual distribution figures from 2024.
(IV) Names of managers who received employee remuneration and details of the distribution
2025 Unit: NT$ thousand/%
| Title | Name | Share amount | Cash amount (Proposed figure) | Total | Percentage to net income after tax (%) | |
|---|---|---|---|---|---|---|
| Managers | General manager | Lin Jui-Shan | - | 163 | 163 | 0.62 |
| Deputy General Manager | Lin Chih-Hsin | - | 105 | 105 | 0.40 | |
| Chief financial officer | Huang Wen-Cheng | - | 127 | 127 | 0.49 | |
| Chief legal officer | Chang Pan | - | 71 | 71 | 0.27 | |
| Assistant general manager | Hsiung Yu-Yu | - | 95 | 95 | 0.36 | |
| Assistant general manager | Hsu Tzu-Fang | - | 71 | 71 | 0.27 |
Note 1: Individual names and titles should be disclosed, but the distribution of earnings may be presented in aggregate form.
Note 2: Refers to the remuneration (including stocks and cash) of directors in the most recent year. If an estimate is unavailable, calculate the proposed distribution for 2026 based on the proportion of the actual distribution from the prior year. Net income after tax refers to net income after tax for the most recent fiscal year. For companies that have adopted International Financial Reporting Standards (IFRS), net income after tax refers to net income after tax reported in their individual or separate financial statements for the most recent fiscal year.
Note 3: The scope of "managers" is as stipulated in Order Letter Tai-Cai-Zheng (3) No. 0920001301 dated March 27, 2003 issued by the Securities and Futures Commission, Ministry of Finance:
(1) General manager or a position of equivalent level
(2) Deputy general manager and a position of equivalent level
(3) Deputy assistant manager and a position of equivalent level
(4) Finance Department Head
(5) Accounting Department Head
(6) Other individuals responsible for company management and authorized to sign.
Note 4: If directors, the general managers, and deputy general managers received employee remuneration (including stock and cash), this table must be completed in addition to Table 1-2.
(IV) Total remuneration, as a percentage to net income after tax in the parent company only financial reports during the past 2 fiscal years to directors, supervisors, general managers, and deputy general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
- An analysis of the proportion of the aggregate amount of remuneration paid to the directors, general manager and deputy general managers, of the Company and all companies in the consolidated financial statements for the last two years to the net income after tax of the parent company only financial statements:
Unit: NT$ thousand/%
| 2025 | 2024 | ||
|---|---|---|---|
| The Company | Total remuneration | 11,772 | 11,951 |
| Proportion of net income after tax | 45.07 | 3.97 | |
| All companies in the consolidated financial statements | Total remuneration | 11,772 | 11,951 |
| Proportion of net income after tax | 45.07 | 3.97 |
The difference in remuneration for the two years was approximately NT$179 thousand, a relatively small amount. However, with net income after tax for 2024 and 2025 being NT$26,117 thousand and NT$300,956 thousand respectively, the ratio of total remuneration to net income after tax was higher in 2025 than in 2024.
- Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
(1) Article 24 of the Company's articles of incorporation: When directors of the Company are performing duties of the Company, regardless whether the Company is operating at a loss or profit, the Company may pay remuneration to directors, and the Board of Directors is authorized to handle the remuneration according to the common standard adopted in the same industry and relevant laws.
(2) Article 28 of the Articles of Incorporation: The Company installs managers according to the provisions of the Company Act, and the appointment, dismissal and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act and relevant laws and regulations. For the rest of the employees, the president determines the employment or dismissal of the employees based on the negotiation with the chairman.
19
(3) The remuneration of the Company's directors only includes transportation allowance and fixed remuneration, and no variable remuneration is paid. The policy for setting these amounts remains consistent with previous years. Therefore, the directors' remuneration is not related to their performance. Although performance is evaluated annually, the directors' remuneration is not related to performance.
III. State of the Company's implementation of corporate governance
(I) Operations of the board of directors
(1) Information on operations of the board of directors
During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, 10 (A) meetings of the board of directors were held, and the attendance of the directors was as follows:
May 4, 2026
| Title | Name | Attendance in person B | Attendance by proxy | Rate of attendance in person [B/A] (%) | Remarks |
|---|---|---|---|---|---|
| Juristic person director | Puquan Advertising Co., Ltd. | ||||
| Delegate of juristic person board chairperson | Lin Jui-Shan | 10 | - | 100.00 | |
| Delegate of juristic person director | Li Chung-Shu | 6 | 4 | 60.00 | |
| Delegate of juristic person director | Su Li-Yu | 10 | - | 100.00 | |
| Juristic person director | Nien Mei Investment Co., Ltd. | ||||
| Delegate of juristic person director | Liao Wan-Long | 6 | - | 60.00 | Stepped down on October 20, 2025, with a 100% attendance rate. |
| Delegate of juristic person director | Liao Pei-Ling | 2 | - | 20.00 | Took office on January 16, 2026, with 100% attendance rate. |
| Juristic person director | NOON GLORY MANAGEMENT & TRADING CO., LTD. | ||||
| Delegate of juristic person director | Chang Chun-Kuei | 10 | - | 100.00 | |
| Delegate of juristic person director | Cheng Yuan-Kai | 10 | - | 100.00 | |
| Independent director | Huang Kuo-Shih | 10 | - | 100.00 | |
| Independent director | Li Pei-Chang | 9 | 1 | 90.00 |
21
| Title | Name | Attendance in person B | Attendance by proxy | Rate of attendance in person [B/A] (%) | Remarks |
|---|---|---|---|---|---|
| Independent director | Kuo Yu-Hsin | 9 | 1 | 90.00 | |
| Independent director | Tai Chia-Wei | 7 | 1 | 70.00 | Took office on June 27, 2025, with 87.50% attendance rate. |
| Other mentionable items: | |||||
| I. Matters referred to in Article 14-3 of the Securities and Exchange Act, and if matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors occur, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response shall be specified: no such matter. | |||||
| II. If directors recuse themselves from the motion that involve conflict of interest, the names of the directors, contents of motions, the reason for recusal, and actual participation in the voting process shall be clearly stated: | |||||
| • On May 6, 2025, the Board of Directors approved the transaction with the related party, with the relevant directors (Lin Jui-Shan, Li Chung-Shu, Su Li-Yu, Liao Wan-Long, Chang Chun-Kuei, and Cheng Yuan-Kai) recusing themselves separately. The motion was approved without any objection after the chairperson and acting chairperson consulted all directors present. | |||||
| • On December 23, 2025, the Board of Directors approved the 2024 employee remuneration to managers and 2026 estimated remuneration to directors and managers. all present directors recused themselves for the motion. The motion was approved without any objection after the chairperson and acting chairperson consulted all directors present. | |||||
| • On March 4, 2026, the Board of Directors approved 2026 estimated remuneration to newly appointed directors. Director Liao Pei-Ling recused herself from the meeting and did not participate in the discussion and voting due to a conflict of interest. The motion was approved without any objection after the chairperson consulted all directors present. | |||||
| III. TWSE/TPEx Listed Companies shall disclose information on the frequency and period of evaluation, the scope, manner and content of evaluation of the self-(or peer) evaluation of the Board of Directors, and shall fill in the “Table 2(2) Implementation status of the board of directors evaluation”: The Company has conducted its 2025 Board of Directors’ self-(or peer) evaluation in 2026, and the results of the evaluation rated as Excellent. | |||||
| IV. Objectives(e.g. to establish an audit committee, to enhance information transparency, etc.) and performance evaluation of the enhancement of the Board of Directors' functions for the current and most recent years: The Company has established an audit committee in 2020; to enhance information transparency, a dedicated staff is responsible for the disclosure of monthly revenue and material information, and the information is uploaded to the Market Observation Post System in accordance with the regulations. |
(2) Implementation status of the board of directors evaluation
| Evaluation frequency | Evaluation period | Evaluation scope | Evaluation method | Content of evaluation |
|---|---|---|---|---|
| Annually | 2024.12.01 to 2025.11.30 | Board of Directors | Self evaluation of the performance of board of directors, "Questionnaire of self evaluation of the performance of board of directors “ | 1. The degree of participation in the company's operations |
| 2. Improvement of board decision quality | ||||
| 3. The composition and structure of the board of directors |
Note: The Company's Board Performance Evaluation Procedures were established on November 5, 2019, with the approval of the Board of Directors. Performance evaluations are carried out annually in accordance with these procedures. The Company conducted a board (or peer) self-assessment (including functional committees) for 2025 in January 2026. The assessment results were excellent and were reported to the Board of Directors on March 4, 2026. The assessment status is as follows:
- Self evaluation of the performance of Board of Directors:
| Assessment items | Proportion % | Score/Result | Remarks |
|---|---|---|---|
| 1. The degree of participation in the Company's operations | 20% | 20 | |
| 2. Improving the quality of the Board's decision-making | 20% | 20 | |
| 3. The composition and structure of the Board of Directors | 20% | 20 | |
| 4. The selection and continuing education of Directors | 20% | 20 | |
| 5. Internal control | 20% | 20 | |
| Score (total out of 100) | 100 | ||
| Self-assessment results | Excellent |
- Self evaluation of each board member:
| Committee members Assessment items | Lin Jui-Shan | Li Chung-Shu | Su Li-Yu | Chang Chun-Kuei | Cheng Yuan-Kai | Huang Kuo-Shih | Li Pei-Chang | Kuo Yu-Hsin | Tai Chia-Wei | Average score/ Result |
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Understanding of the Company's goals and mission | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12.00 |
| 2. Awareness of directors' duties | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12.00 |
| 3. The degree of participation in the Company's operations | 38 | 40 | 40 | 38 | 40 | 40 | 38 | 40 | 40 | 39.33 |
| 4. Internal relationship management and communication | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12.00 |
| 5. Continuing education of directors | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12 | 12.00 |
| 6. Internal control | 12 | 12 | 12 | 12 | 12 | 12 | 11 | 12 | 12 | 11.89 |
| Score (total out of 100) | 98 | 100 | 100 | 98 | 100 | 100 | 97 | 100 | 100 | 99.22 |
| Self-assessment results | Excellent |
- The results of the self-evaluation of the members of the "Audit Committee":
| Committee members Assessment items | Huang Kuo-Shih | Li Pei-Chang | Kuo Yu-Hsin | Tai Chia-Wei | Average score/ Result |
|---|---|---|---|---|---|
| 1. The degree of participation in the Company's operations | 24 | 23 | 24 | 24 | 23.75 |
| 2. Awareness of the functional committees' responsibilities | 20 | 19 | 20 | 20 | 19.75 |
| 3. Improvement of board decision quality | 28 | 28 | 28 | 28 | 28.00 |
| 4. Functional committee composition and member selection. | 12 | 12 | 12 | 12 | 12.00 |
| 5. Internal control | 16 | 14 | 16 | 16 | 15.50 |
| Score (total out of 100) | 100 | 96 | 100 | 100 | 99.00 |
| Self-assessment results | Excellent |
- The results of the self-evaluation of the members of the "Remuneration Committee":
| Committee members Assessment items | Huang Kuo-Shih | Li Pei-Chang | Kuo Yu-Hsin | Tai Chia-Wei | Average score/ Result |
|---|---|---|---|---|---|
| 1. The degree of participation in the Company's operations | 24 | 23 | 24 | 24 | 23.75 |
| 2. Awareness of the functional committees' responsibilities | 20 | 18 | 20 | 20 | 19.50 |
| 3. Improvement of board decision quality | 28 | 28 | 28 | 28 | 28.00 |
| 4. Functional committee composition and member selection. | 16 | 16 | 16 | 16 | 16.00 |
| 5. Internal control | 12 | 11 | 12 | 12 | 11.75 |
| Score (total out of 100) | 100 | 96 | 100 | 100 | 99.00 |
| Self-assessment results | Excellent |
(II) Work priorities and operations of Audit Committee:
(1) Work focus of the Audit Committee during the year:
- To establish or amend the internal control system and the assessment of the effectiveness of the internal control system.
- To establish or amend procedures for handling significant financial transactions involving the acquisition or disposal of assets, derivative transactions, lending money to others, or endorsements or guarantees for others.
- Matters involving the director's own interests.
- Major asset or derivative transactions.
- Significant monetary loans, endorsements or guarantees.
- To raise, issue or private placement of equity securities
- Appointment, termination or payment of the attesting CPAs and evaluation of their independence.
- Appointment and termination of the head of finance, accounting or internal audit.
- Financial statements, business reports, and proposals for earnings distribution or loss carryforward.
- Other significant matters stipulated by the Company or the competent authorities.
(2) Audit Committee operations:
During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, 9(A) meetings of the audit committee were held, and the attendance of the directors was as follows:
May 4, 2026
| Title | Name | Number of attendance in person (B) | Attendance by proxy | Percentage of attendance in person (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Independent director | Huang Kuo-Shih | 9 | - | 100.00 | |
| Independent director | Li Pei-Chang | 8 | 1 | 88.89 | |
| Independent director | Kuo Yu-Hsin | 9 | - | 100.00 | |
| Independent director | Tai Chia-Wei | 6 | 1 | 66.67 | Took office on June 27, 2025, with 85.71% attendance rate. |
| Other mentionable items: | |||||
| I. For matters listed in article 14-5 of the Securities and Exchange Act, and matters not approved by the audit committee but approved by at least two-thirds of all the directors, the meeting date, sessions, contents of motion, all independent directors’ adverse opinions or qualified opinion, content of major deliberation, resolutions of the audit committee and the company’s response to audit committee’s opinions shall be specified. | |||||
| (I) Matters listed in Article 14-5 of the Securities and Exchange Act | |||||
| Meeting date | Contents of motion | Opinions of all the independent directors and the Company’s response to the independents directors’ opinions | |||
| 2025.03.05 | 1. Motion for 2025 evaluation on independence of attesting CPAs. | ||||
| 2. Motion for 2024 business report and financial statement. | |||||
| 3. Motion for 2024 earnings distribution table. | |||||
| 4. Motion for the 2024 effectiveness assessment of internal control system and the statement of the internal control system. | |||||
| 5. To amend the "Articles of Incorporation". | |||||
| 6. Motion for revision to internal control procedures – payroll. | Approved by all the attending independent directors. | ||||
| 2025.05.06 | 1. Motion for the Q1 2025 consolidated financial statements. | ||||
| 2. Motion for public offering of privately placed common stock and listing application. | |||||
| 3. Motion for amendment to the "Procedures for Loaning Funds to Others and Endorsements/Guarantees". | |||||
| 4. Proposal for authorizing the signing of construction project contracts with related parties. | |||||
| 5. Motion for extension of joint construction contract with a related party for Zhengyi section, Taipei City. | Approved by all the attending independent directors. | ||||
| 2025.08.08 | 1. Motion for the Q2 2025 consolidated financial statements. | Approved by all the attending independent directors. | |||
| 2025.09.02 | 1. Motion for signing a joint construction contract for the land parcel at No. 183, Zhongyun Section, Zhongli District, Taoyuan City. | Approved by all the attending independent directors. | |||
| 2025.11.05 | 1. Motion for the Q3 2025 consolidated financial statements. | Approved by all the attending independent directors. |
| Meeting date | Contents of motion | Opinions of all the independent directors and the Company's response to the independents directors' opinions |
|---|---|---|
| 2025.12.23 | 1. Motion for revision to internal control procedures – payroll. 2. Motion for formulation of the 2026 internal audit plans | Approved by all the attending independent directors. |
| 2026.03.04 | 1. Motion of 2025 business report and financial statement. 2. Motion for 2025 earnings distribution table. 3. Motion for the 2025 effectiveness assessment of internal control system and the statement of the internal control system. 4. Motion for the change of CPAs from Q1 2026 and assessment of their independence. 5. To amend “Procedures for Acquisition and Disposal of Assets” | Approved by all the attending independent directors. |
| (II) Decisions that have not been approved by the Audit Committee but more than two-thirds of all directors: None. II. If independent directors recuse themselves from the motion that involve conflict of interest, the names of the independent directors, contents of motions, the reason for recusal, and actual participation in the voting process shall be clearly stated: nil III. Communication among the independent directors and the internal auditors and the CPAs(significant matters, manner and results of communication regarding the Company's financial and business status shall be included): (I) Meetings of the audit committee are held regularly, and the audit supervisor and other officers or CPAs are invited to attend the meetings based on the conditions. During the meetings, the independent directors conduct communication and discussion on the Company's financial and business conditions: On March 4, 2026, the audit supervisor, independent directors and CPA have met and communicated with each other. (II) In addition to sending audit reports and follow-up reports to the independent directors for review on a regular basis, the audit supervisor also attends the audit committee meetings on a regular basis to report on the implementation status of the audit plan and the improvement of deficiencies, and to respond to the directors' questions regarding the audit operations in a timely manner. When there is a need to consult or report on matters in the daily business, the independent directors are available to be communicated with by letter, telephone or other electronic means. The independent directors are able to inspect or evaluate the implementation of the Company's internal control at any time. (III) In addition to regular communication with CPAs on annual financial report inspection results and key inspection items, independent directors also discuss from time to time with the Company's financial and business status; and the Audit Committee regularly reviews the independence of CPAs (at least once a year): The Audit Committee passed the evaluation of CPAs' independence on March 4, 2026, and communicated with the CPAs on the same day. |
(3) Professional qualifications and experience of Audit Committee members: The Company's Audit Committee is composed entirely of independent directors and is designed to assist the Board of Directors in enhancing corporate governance. The professional qualifications of the current four members (Huang Kuo-Shih, Li Pei-Chang, and Kuo Yu-Hsin, and Tai Chia-Wei) are detailed on page 9 – disclosure of independence of independent directors.
(III) Difference between the Company's corporate governance operation and the Corporate governance Best Practice Principles for TWSE/GTSM Listed Companies and reasons
| Assessment items | Implementation status(note1) | Difference from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons | |||
|---|---|---|---|---|---|
| Yes | No | Description | |||
| I. | Does the Company set and disclose corporate governance code of practice according to corporate governance practice principles for TWSE/GTSM-Listed companies? | V | The Company has established its "Corporate Governance Best Practice Principles" and has uploaded them to the Market Observation Post System and disclosed them on the Company's website. | No difference | |
| II. | Equity structure and shareholder rights.(I) Has the Company set internal operating procedures to deal with shareholder proposals, doubts, disputes and litigation matters, and does it implement these in accordance with its procedures? | V | (I) The Company has not yet established relevant internal operating procedures. However, the Company has spokespersons, legal personnel and stock affairs personnel to handle shareholders' suggestions and questions. If disputes and litigation arise, lawyers have assisted with their resolution. | No difference | |
| (II) | Does the Company have a list of those who ultimately control the major shareholders of the Company? | V | (II) The finance and accounting division keeps track of changes in the shareholdings of major shareholders and insiders and reports on the shareholdings in accordance with the law. | ||
| (III) | Does the Company establish its risk management mechanism and firewalls involving related enterprises? | V | (III) "Management Guidelines for Related Party Transactions", "Risk Management Policy and Procedures", and "Cybersecurity Policy and Control Procedures" have been established as part of the internal control system. | ||
| (IV) | Has the Company set internal standards to prohibit the use of undisclosed insider information to trade securities on the market? | V | (IV) The regulations on prevention of insider trading and information security policy and procedures of significant internal information have been established in the internal control system. | ||
| III. | Organization and responsibilities of the board of directors(I) Has the Company established a diversity policy for the composition of its board of directors and has it been implemented accordingly? | V | (I) The Company's corporate governance best practice principles has stipulated that the composition of the board of directors shall be determined by taking diversity into consideration. Currently, the Company's board of directors consists of CPAs, lawyers, and professionals from various industries, and is progressively working toward the goal of diversity; please refer to pages 10-12 for details of the current diversity policy and management objectives of the board of directors and its implementation. | No difference |
| Assessment items | Implementation status(note1) | Difference from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| (II) Has the Company establish other functional committees besides the remuneration committee and audit committee? | V | V | (II) The Company currently has only a remuneration committee and an audit committee. | |
| (III) Has the Company set performance assessment rules and methods for the board of directors and does it perform this evaluation every year? Are the results of the performance evaluation reported to the board of directors and take them into consideration for individual director's remuneration and nomination for reappointment? | (III) Performance assessment rules and methods for the Board of Directors have been formulated, and are the assessments are conducted on an annual basis. Besides, the performance assessment of the Board of Directors for 2024 was completed in 2025 and was reported to the Board of Directors on March 5, 2025. The remuneration of the Company's directors only includes transportation allowance and fixed remuneration, and no variable remuneration is paid. Therefore, the directors' remuneration is not related to their performance. Although performance is evaluated annually, the directors' remuneration is not related to performance. | |||
| (IV) Does regularly evaluate the its attesting CPAs? | V | (IV) The Company evaluates the independence and suitability of the CPAs once a year. After discussion and approval by the Audit Committee and the Board of Directors on March 5, 2025 and March 4, 2026, the Company believes that the CPAs are independent and suitable. Please refer to page 53 for the evaluation items. | ||
| IV. Does the Company appoint competent and appropriate corporate governance personnel and corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors, assisting directors' compliance of law, handling matters related to board meetings and shareholders' meetings according to law, and recording minutes of board meetings and shareholders' meetings)? | V | The Company appointed Huang Wen-Cheng, head of Finance and Accounting, as its Corporate Governance Officer by resolution of the Board of Directors on December 29, 2021. He is responsible for corporate governance-related matters and has assisted in strengthening the functions of the Board of Directors. The Corporate Governance Officer completed the required continuing education in 2025. | No difference | |
| V. Does the Company establish communication channels and dedicate section for stakeholder on its website to respond to important issues of corporate social responsibility concerns? | V | 1. Through the assistance of external experts, the Company evaluated the actual negative impact, potential negative impact, actual positive impact, and potential positive impact on each stakeholder. This evaluation comprehensively considered the results of the AA1000 SES assessment. Following discussion | No difference |
| Assessment items | Implementation status(note1) | Difference from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| and comprehensive evaluation with senior executives, the Company identified seven major stakeholder groups: shareholders and other investors, government agencies, business partners, suppliers, consumers and customers, employees and other workers, and financial institutions. The Company engages with these stakeholders through a variety of communication methods, listening to their needs and responding to them promptly.2. A stakeholder relations section has been established on the Company website, providing communication methods and channels to address and respond to stakeholder concerns. | ||||
| VI. Has the company appointed a professional stock affairs agency for shareholders affairs? | V | The Company authorized The Capital Group Co., Ltd. as stock service agency to handle shareholder transactions. | No difference | |
| VII. Disclosure of information(I) Does the Company set up website to disclose financial operations and corporate governance information? | V | (I) Company website: https://blgroup.com.tw/Information regarding finance, operations and corporate governance has been disclosed. | No difference | |
| (II) Has the Company adopted other measures (such as English website, a designated person responsible for the collection and disclosure of information, implementation of the spokesman system, the legal entities announcements uploaded to website, etc.) to disclose information? | V | (II) The Company maintains Chinese and English websites, with dedicated personnel responsible for collecting and disclosing company information, and has also implemented a spokesperson system as required. | ||
| (III) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline? | V | (III) The Company announces the relevant information within the due date in accordance with the regulations. However, whether or not to announce and report the annual financial statements within two months after the end of the fiscal year is still under planning and evaluation. | ||
| VIII. Does the Company have other important information for better understanding the Company's corporate governance system (including but not limited to interests and rights of employees, care for employees, relation with investors, relation with suppliers and stakeholders, continuing education of directors and supervisors, | V | 1. Interest and rights of employees and care for employees: The Company has established rules and regulations for personnel management regarding rewards and penalties for attendance, employee benefits, and employee attendance and leave, and has established relevant rules and regulations as basis to govern the matters of the Company. The above rules and regulations are | No difference | |
| income and expenses) | income and expenses) | |||
| 9. Has the Company been involved in the development of a new business plan? | V | 9.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1.1 | No difference |
| Assessment items | Implementation status(note1) | Difference from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| execution of risk management policies and risk measuring standards, execution of customer policies, liability insurance for the Company's directors and supervisors)? | formulated based on the Labor Standards Act, together with consideration of the industry standards and social norms. Investor relations: The Company holds an annual general meeting of shareholders and has disclosed relevant information on the Market Observation Post System in accordance with laws and regulations to protect shareholder rights and interests. Contact information is provided on the Company's website to maintain a healthy and harmonious relationship between the Company and its shareholders. Relation with suppliers and stakeholders: For the conduct related to stakeholders, the execution of business by our managers or employees, the transactions with customers and suppliers, and the dealing with competitors, the Company always requires the upholding of its reputation and the protection of the maximum interests of all employees and shareholders, and acts in accordance with the law, thereby ensuring the highest ethical standards in its business. Continuing education of directors: All directors have completed their continuing education in 2025. Implementation of risk management policies and risk measurement standards: On December 28, 2023, the Board of Directors approved the establishment of the "Risk Management Policy and Procedures" and formed a risk management team. The team has promoted various policies in accordance with relevant laws and regulations to reduce and avoid any possible risks. The risk management team reported to the Board of Directors on its operation and implementation on December 23, 2025. Execution of customer policies: The company has a sales department available for customer inquiries or product-related problems in order to provide good service and solve various issues. Liability insurance for the Company's directors: The renewal of insurance was completed on June 13, 2025, and was reported to the Board of Directors on July 11, 2025. |
| Assessment items | Implementation status(note1) | Difference from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| IX. Please specify adopted improvement and planned measures for prioritized areas requiring improvement as identified in the most recent corporate governance evaluation carried out by the TWSE Corporate Governance Center:1. The Company established 2024 as the base year for its GHG inventory. As of the date of publication of the annual report, the Company had completed GHG inventory reports for both 2025 and 2024, and is progressively disclosing related information.2. The Company is also progressively adding English content to its website to improve information transparency.3. The Company has conducted employee satisfaction surveys regularly since 2025 (January of the following year) and discloses the results and improvement plans on the Company's website. |
(IV) Composition, responsibilities, and operation of the Company's Remuneration Committee:
- Information on members of remuneration committee
May 4, 2026
| Status | Qualifications
Name | Professional qualifications and experience | Independence | Concurrent remuneration committee position in other publicly listed companies | Remarks |
| --- | --- | --- | --- | --- | --- |
| Independent director (Convener) | Huang Kuo-Shih | Work experience: more than 10 years
Practicing CPA. Please refer to the tables on page 5 and page 9 for information regarding independent directors. | The independence requirements of an independent director have been met. | 3 | |
| Independent director | Li Pei-Chang | Work experience: more than 10 years
Practicing lawyer. Please refer to the tables on page 5 and page 9 for information regarding independent directors. | The independence requirements of an independent director have been met. | - | |
| Independent director | Kuo Yu-Hsin | Work experience: more than 10 years
Please refer to the tables on page 5 and page 9 for information regarding independent directors. | The independence requirements of an independent director have been met. | - | |
| Independent director | Tai Chia-Wei | Work experience: more than 10 years
Please refer to the tables on page 5 and page 9 for information regarding independent directors. | The independence requirements of an independent director have been met. | 3 | |
- Information on the operation of the remuneration committee
(1) The Company's remuneration committee consists of four members.
(2) The term of office of the current committee members: June 21, 2023 to June 20, 2026. During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, 4 (A) meetings of the remuneration committee were held, and the attendance of the directors was as follows:
| Title | Name | Number of attendance in person (B) | Attendance by proxy | Percentage of attendance in person (%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Huang Kuo-Shih | 4 | - | 100.00 | |
| Committee members | Li Pei-Chang | 4 | - | 100.00 | |
| Committee members | Kuo Yu-Hsin | 4 | - | 100.00 | |
| Committee members | Tai Chia-Wei | 2 | 1 | 50.00 | Took office on June 27, 2025, with 66.67% attendance rate. |
| Other mentionable items: | |||||
| I. If the board rejects or revise suggestions submitted by the remuneration committee, the date of the board meeting, the session, content of the motion, the board resolution, and the response by the Company to opinions of the remuneration committee members shall be specified(if remunerations and compensations approved by the board are higher than those suggested by the committee, the actual discrepancies and reasons shall be stated clearly): nil | |||||
| II. If objections or reservations to resolutions by committee members are recorded or declared in writing, the dates of committee meetings, sessions, contents of motions, the opinions of all committee members and responses to such opinions by the Company shall be specified: None. |
(3) Significant resolutions and implementation of the remuneration committee during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
| Remuneration Committee | Motion content and follow-up | Resolution | The Company’s responses to opinions of the remuneration committee |
|---|---|---|---|
| The 5th session | |||
| The 7th meeting | |||
| (2025.03.05) | 1. Motion for 2024 remuneration to employees and directors. | ||
| 2. Motion for definition of the scope of the Company’s entry-level employees. | Passed by all committee members | Passed by all the attending directors | |
| The 5th session | |||
| The 8th meeting | |||
| (2025.07.11) | 1. Motion for review of the remuneration of the independent directors for the second half of 2025. | Passed by all committee members | Passed by all the attending directors |
| The 5th session | |||
| The 9th meeting | |||
| (2025.12.23) | 1. Motion for 2024 distribution of remuneration to employees and the estimated salaries and 2026 remuneration to directors and managers. | Passed by all committee members | Passed by all the attending directors |
| The 5th session | |||
| The 10th meeting | |||
| (2026.03.04) | 1. Motion for 2025 distribution of remuneration to employees and directors. | ||
| 2. Motion for review of the expected remuneration for the newly appointed directors in 2026. | Passed by all committee members | Passed by all the attending directors |
(V) Performance of sustainable development, and differences to the Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons:
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Has the company established a governance structure to promote sustainable development and set up a dedicated ( concurrent ) unit to promote sustainable development? Has the board of directors authorized senior management to handle and supervise the matters? How is the board of directors' supervision? How did the board of directors supervise the matters? | V | The Company has formulated the "Sustainable Development Best Practice Principles", which were approved by the Board of Directors on November 3, 2022. | ||
| (1) At present, the finance and accounting division of the Company is concurrently responsible for promoting sustainable development. | ||||
| (2) The succession plan for the members of the Board of Directors and important management level has been formulated in 2022 and submitted to the Board of Directors on December 22, 2022 to practice the concept of corporate sustainable management. | ||||
| (3) Sustainable development progress is reported to the Board of Directors at least once a year. | ||||
| (4) to Sustainable development progress for 2025 was reported to the Board of Directors on December 23, 2025. | No difference | |||
| II. Does the Company conducts risk assessments on environmental, social and corporate governance issues related to the company's operations in accordance with the materiality principle, and formulates relevant risk management policies or strategies? (Note 2) | V | (1) On December 28, 2023, the Board of Directors approved the establishment of the "Risk Management Policy and Procedures" and formed a risk management team. The team has promoted various policies in accordance with relevant laws and regulations to reduce and avoid any possible risks. The risk management team reported to the Board of Directors on its operation and implementation on December 23, 2025. | ||
| (2) The Company designed and launched various construction projects in accordance with the relevant construction regulations. In addition, the projects are contracted out to construction companies; therefore, the risk is relatively low. | No difference |
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| III. Environment issues(I) Does the Company establish proper environmental management systems based on the characteristics of their industries? | V | The Company is located in an office building, and in line with government policies and the administration of the building, we have been continuously implementing waste classification, recycling and reduction initiatives to mitigate the burden on the environment. | No difference | |
| (II) Does the company endeavor to utilize all energy more efficiently and use renewable materials which have low impact on the environment? | V | (1) We have been continuously implementing waste classification, recycling and reduction initiatives to reduce the burden on the environment.(2) We incorporate energy-saving design into construction to reduce building energy consumption and align with green building and environmental sustainability principles by utilizing low-energy materials and equipment. | No difference | |
| (III) Does the Company assess the potential risks and opportunities of climate change on its present and future operation, and take measures to respond to climate-related issues? | V | (1) Risks: In support of Taiwan's national GHG reduction policy, the Company continues to monitor government initiatives to avoid operational risk resulting from changes in laws and regulations.(2) Opportunities: Promote GHG reduction to meet phase management targets and reduce the impact of carbon fee collection, while continuing to monitor international climate change early warning information to enable the Company to have a real-time response mechanism for abnormal events.(3) At present, climate change has not had a significant impact on the Company's operations. However, should climate-related events arise in the future, each department head will be responsible for identifying and evaluating them, and reporting the situation to the Company promptly. The Company will also continue to monitor relevant government initiatives to avoid operational risks resulting from changes in laws and regulations. In addition, the Company will keep abreast of the impact of climate change on operational activities and will formulate related strategies based on operating conditions to mitigate the impact of climate change on the Company's operations. | No difference |
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|
| Yes | No | Description |
| (IV) Does the company conduct assessment on greenhouse gas, water consumption and waste for the last two years, and establish company policy for energy conservation and carbon reduction, greenhouse gas reduction, water saving and waste management? | V | |
| Type | Description of category | Verified emissions (tCO2/year) |
| 2024 | ||
| Category 1 | Direct GHG emissions | 10.0566 |
| Category 2 | Indirect emissions from energy inputs | 17.2815 |
| Category 3 | Indirect emissions from transportation | 12.0468 |
| Category 4 | Indirect emissions from the use of the organization's products | 5.5455 |
| Category 5 | Indirect emissions from the organization's products | - |
| Category 6 | Indirect emissions from other sources | - |
| Total | 44.9304 | |
| (3) Water consumption: As the Company is located in an office building, and water bills are small and included in the management fee, no relevant information is available.(4) Total waste weight: The total weight of waste generated from operations over the most recent two years is as follows (estimated based on the daily per capita waste generation rate for Taipei City published by the Ministry of Environment): | ||
| Item | Waste generation (ton)/year | |
| 2024 | 2025 | |
| Domestic waste | 1.6310 | 1.9898 |
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| IV. Social Issues(I) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? | V | (1) The Company has already followed the labor-related laws and regulations, applied for labor insurance and health insurance for employees, and allocated labor pensions so as to ensure labor rights.(2) Implementation of human rights policy:Establish a zero-tolerance policy: Clearly state the Company's zero-tolerance stance on sexual harassment, and develop a “human rights policy” and sexual harassment incident handling procedures.Provide training: Provide all employees with sexual harassment awareness training, including recognizing behaviors constituting sexual harassment and how to respond to them.Complaint mechanism: Establish an effective sexual harassment complaint mechanism and ensure smooth and confidential communication channels, allowing employees to report sexual harassment behavior safely and without fear of reprisal. The Company strictly investigates and handles all complaints. Upon receipt of a complaint, the Company immediately addresses it and determines the appropriate response based on the nature of the incident and the circumstances involved. Areas identified for improvement are tracked to ensure remediation. | No difference | |
| (II) Does the Company formulate and implement reasonable employee benefits measures (including remuneration, vacation and other benefits, etc.), and appropriately reflect operating performance or results in employee remuneration? | V | (1) The Employee Welfare Committee has been established in accordance with the law to process various employee welfare affairs in order to protect the physical and mental health of the employees. In addition, the employee evaluation is based on the performance of each employee.(2) The Company is committed to establishing a fair and robust salary increase system and providing comprehensive employee benefits to foster trust and a sense of belonging among employees, and to reduce talent turnover rate. | No difference |
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| (III) Does the company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis? | V | (1) The Company is located in an office building with a safe and comfortable working environment, and has taken out group insurance to provide employees with adequate protection.(2) There were no fires or occupational accidents this year. A total of one fire safety inspection in 2025 and one disaster prevention education and training session (including CPR and AED teaching) were conducted in April 2025. | No difference | |
| (IV) Does the company provide its employees with effective career development and training sessions? | V | The Company has established “Guidelines of Education and Training Programs Management” to encourage employee continuing education and enhance their personal abilities, providing internal and external professional competency training to facilitate employee career development. The Company has also periodically enhanced personnel’s professional competency through education and training (please refer to pages 70–71 for continuing education and training). | No difference | |
| (V) Does the company comply with relevant regulations and international standards on the health and safety of customers, customer privacy, marketing and labeling of products and services, and formulates relevant policies and procedures to protect consumer rights and handling complaints? | V | (1) The sales department is available for customers to consult, communicate or solve product-related problems in order to protect the consumer's rights and interests, and the Company has designed and launched various projects in accordance with construction-related laws and regulations, therefore less disputes. Moreover, the grievance procedure has been shown on the Company's website.(2) High-quality construction: Strict quality control and safety standards ensure the construction process poses no hazards to customer health and safety, enhancing customer satisfaction.(3) Safety facilities and design: During construction, use materials and technologies that comply with safety regulations to avoid potential structural problems or safety hazards.(4) Enhance brand reputation: Establish a good brand image through high-standard construction quality to | No difference |
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| attract more customers and partners.(5) Environmental and health protection: Promote environmental protection and sustainable construction methods to reduce environmental impact and facilitate the long-term health and well-being of the community and customers. | ||||
| (VI) Does the Company establish a supplier management policy that requires suppliers to follow and implement related issues on environmental protection, occupational safety and health, or labor rights? How is it implemented? | V | (1) The Company regards suppliers as important partners, and has found that strengthening and ensuring good cooperation with them is essential to providing excellent products and services.(2) To implement occupational safety and health management commitment, the Company requires contractors to sign a labor safety pledge prior to undertaking their projects in an effort to reduce operational risk during construction.(3) The Company also requires all suppliers, vendors, and contractors to jointly follow the relevant safety and health guidelines to maintain the operational safety and construction quality of the construction site, and to comply with occupational safety and health standards, monitor safety performance, and provide more cooperation opportunities for suppliers with good performance.(4) A contractor management process has been established in the internal control system in order to select suitable suppliers. | No difference | |
| V. Does the company comply with international standards or guidelines for preparing corporate social responsibility or non-financial related reports? Has the aforementioned report been verified or certified by a third party? | V | (1) The Company's Board of Directors approved the sustainability information management procedures on December 27, 2024, and they have been disclosed on the Company's website.(2) As of the date of publication of the annual report, the Company's 2025 sustainability report was still in preparation. | No difference |
| Promotional items | Implementation status (Note1) | Difference from Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| VI. If the Company has established the corporate social responsibility principles based on "the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies," please describe any discrepancy between the Principles and their implementation: The Company has formulated the "Sustainable Development Best-Practice Principles" and plans to operate in accordance with the standards, and there are no major differences. | ||||
| VII. Other important information to facilitate better understanding of the company's corporate social responsibility practices: None. | ||||
| Note 1: If "Yes" is checked for the status of implementation, please specify the important policies, strategies and measures adopted and the status of implementation; if "No" is checked for the status of implementation, please explain the circumstances and reasons for the differences, and explain the relevant policies to be adopted in the future on the "differences to the Sustainable development Best Practice Principles for TWSE/TPEx Listed Companies and reasons" section. However, for promotional items 1 and 2, listed companies must describe their governance and oversight framework for sustainable development, including but not limited to management policies, strategy and objective setting, and review measures. In addition, the Company's risk management policies or strategies with respect to environmental, social, and governance issues related to operations, and their evaluation, must also be described. Note 2: Materiality principles refer to that environmental, social and corporate governance issues have a significant impact on the Company's investors and other stakeholders. |
41
Climate-related information of the TPEX-listed companies
- Implementation of climate-related information
| Item | Implementation status |
|---|---|
| 1. Describe the monitoring and governance of climate-related risks and opportunities between the Board and management. | (1) On November 3, 2022, the Company’s Board of Directors approved the amendment to the “Sustainable Development Best Practice Principles” and designated the Finance and Accounting Division as the concurrent unit for sustainable development. |
| (2) On May 11, 2022, the Board of Directors approved the Company's GHG inventory and verification schedule planning, and has reported the implementation status to the Board of Directors every quarter since then. | |
| 2. Describe how the identified climate risks and opportunities affect the Company's business operations, strategies, and finance (short-, medium-, and long-term). | (1) Risks: In support of Taiwan’s national GHG reduction policy, the Company continues to monitor government initiatives to avoid operational risk resulting from changes in laws and regulations. |
| (2) Opportunities: Promote GHG reduction to meet phase management targets and reduce the impact of carbon fee collection, while continuing to monitor international climate change early warning information to enable the Company to have a real-time response mechanism for abnormal events. | |
| (3) Currently, climate change has not had a significant impact on the Company’s operations. However, should a climate change event requiring attention arise in the future, each department head will be responsible for identifying and evaluating the situation, which will be reported to the Company promptly. The risk management team also discusses climate change risks and opportunities in meetings annually. Meanwhile, the Company continues to monitor the impact of climate change on operating activities, and adjusts relevant management strategies and response measures in a timely manner based on operational developments and policy trends to reduce the impact of climate change on the Company’s operations. | |
| (4) As the world moves towards net zero emissions, the Company has aligned with government policies by setting a long-term goal of “net zero emissions by 2050”. The Company will constantly monitor international climate change alerts and relevant policy developments to enable timely responses and adjustments to management measures. | |
| 3. Describe financial impacts of extreme climate events and transformational actions. | The Company continuously monitors the impact of climate change on operating activities and adjusts relevant management strategies and response measures in a timely manner based on operational developments and policy trends to reduce the impact of climate change on the Company’s operations. |
| Item | Implementation status |
|---|---|
| 4. Describe how climate risk identification, assessment, and management procedures are integrated into the overall risk management system. | Climate change has not had a significant impact on the Company's operations. However, should a climate change event requiring attention arise in the future, each department head will be responsible for identifying and evaluating the situation, which will be reported to the Company promptly. The risk management team also discusses climate change risks and opportunities in meetings annually. |
| 5. If the scenario analysis is used to assess the resilience to climate change risks, the used scenarios, parameters, assumptions, analysis factors, and main financial impacts shall be described. | Currently, the most significant impact on the Company is that carbon tax imposition has increased the construction costs of projects. |
| 6. If transition plans exist to manage climate-related risks, specify the contents of the plans, as well as the indicators and targets used to identify and manage physical risks and transition risks. | As the world moves towards net zero emissions, the Company has aligned with government policies by setting a long-term goal of “net zero emissions by 2050”. The Company will constantly monitor international climate change alerts and relevant policy developments to enable timely responses and adjustments to management measures. |
| 7. If using internal carbon pricing as a planning tool, specify the basis for setting the pricing. | None. |
| 8. If climate-related goals have been set, specify the activities covered, the scope of greenhouse gas emissions, the planned schedule, and the progress made in each year. If carbon credits or renewable energy certificates (RECs) are used to achieve the relevant targets, the source and quantity of carbon credits to be offset or the quantity of renewable energy certificates (RECs) shall be specified. | (1) The Company has set 2024 as the base year for its GHG inventory. To date, the Company has completed the GHG inventory reports for 2024 and 2025 (internally verified). (2) Short-term goal: GHG emissions are reduced by 5% within five years. Mid-term goal: GHG emissions are reduced by 30% before 2040. Long-term goal: Net-zero emissions by 2050. |
| 9. GHG inventory and assurance status, as well as reduction targets, strategies and concrete action plans. | According to the Company's schedule, external verification will be completed by the end of December 2028. |
- GHG inventory and assurance for the Company for the most recent two years:
GHG inventory information
| Describe the GHG emission volume (tCO2e), intensity (tCO2e/NTD million), and data coverage for the most recent two years. | |||||
|---|---|---|---|---|---|
| The Company has set 2024 as its base year for GHG inventory reporting. The results of the inventories for the most recent two years are as follows: | |||||
| Type | Description of category | 2024 | 2025 | ||
| Verified emissions (tCO2e/year) | Density (tCO2e per NTD million in revenue) | Verified emissions (tCO2e/year) | Density (tCO2e per NTD million in revenue) | ||
| Category 1 | Direct GHG emissions and removals | 10.0566 | 8.1616 | ||
| Category 2 | Indirect emissions from energy inputs | 17.2815 | 18.3127 | ||
| Category 3 | Indirect emissions from transportation | 12.0468 | 11.2893 | ||
| Category 4 | Indirect emissions from the use of the organization's products | 5.5455 | 7.4161 | ||
| Category 5 | Indirect emissions from the organization's products | - | - | ||
| Category 6 | Indirect emissions from other sources | - | - | ||
| Total | 44.9304 | 0.0718 | 45.1797 | 0.15851 | |
| Note: In 2025, the Company implemented multiple carbon reduction strategies. However, due to the relatively small office space and limited number of employees, overall energy saving benefits have not yet fully materialized. |
Note 1: GHG inventory standard: ISO 14064-1, released by the International Organization for Standardization (ISO).
Note 2: GHG emission intensity is calculated based on turnover (NT$ million).
GHG assurance information
| Describe the assurance status for the most recent two years, including the scope of assurance, institutions of assurance, criteria of assurance, and opinions of assurance. |
|---|
| Not yet completed (According to the Company's schedule, external verification will be completed by the end of December 2028). |
Note 1: The Company shall act in accordance with the schedule specified in Article 10, Paragraph 2 of the Guidelines. If the Company fails to obtain the full assurance opinion on GHG by the publication date of the annual report, it is necessary for the Company to indicate "Complete assurance information will be disclosed on the Sustainability Report". If the company does not prepare a sustainability report, specify "Complete assurance information will be disclosed on the Market Observation Post System" and disclose complete assurance information in the next annual report.
Note 2: The assurance institutions shall comply with the requirements set forth by the Taiwan Stock Exchange Corporation and the Taipei Exchange of the Republic of China for assurance institutions.
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- GHG reduction goals, strategies and specific action plans
Describe the GHG reduction base year and its data, reduction targets, strategies, and concrete action plans, and achievement of the reduction targets.
The Company has set 2024 as its GHG inventory baseline year. Since then, we have been committed to improving the efficiency of various resources and have paid close attention to the impact of climate change on our operating activities. We have also strengthened promotion and implementation of the importance of energy saving and carbon reduction. Currently, we are actively investing in green building planning and design and are taking various energy saving measures in the office. The specific measures currently in place are as follows:
- Office air conditioning is set to a constant temperature based on the season.
- Paper is recycled.
- Install energy-saving devices on air-conditioning and lighting systems.
- Employees are to bring their own cups and tableware and refrain from using disposable items.
Note 1: An inventory shall be processed in accordance with the schedule prescribed in Article 10, Paragraph 2 of the Guidelines.
Note 2: The base year should be the year that the inventory is completed at the boundary of the consolidated financial statements. For example, according to Article 10, paragraph 2 of the Guidelines, a company with a capital of more than NTD 10 billion should complete the consolidated financial report of 2024 in 2025, so the base year is 2024. If the Company has completed the inventory of the consolidated financial statements ahead of schedule, the earlier of the base year can be used as the base year, and the data of the base year can be calculated by a single year or the average of several years.
(VI) Difference between the implementation of ethical corporate management and the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons:
| Assessment items | Implementation status | Difference from Ethical Corporate Management Best Practice Principles for WSE/GTSM Listed Companies and reasons | |||
|---|---|---|---|---|---|
| Yes | No | Description | |||
| I. | Establishment of corporate conduct and ethics policy and implementation measures | ||||
| (I) | Does the Company have a clear ethical corporate management policy approved by its board of directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the board of directors and the supreme management? | V | (I) The Company has established the “procedures for ethical management” which has been approved by the Board of Directors and disclosed on the Company's website. | ||
| (II) | Does the Company establish assessment mechanism for risk arising from unethical conducts, regularly analyze and assess operating activities with higher risk of unethical conduct within its business, and formulate preventive schemes accordingly, which at least contain preventive measures for conducts set forth in Paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”? | V | (II) The “procedures for ethical management” established by the Company have set up a plan to prevent dishonest behavior, and the Company has provided grievance procedures on the Company's website. | No difference | |
| (III) | Does the Company have clear statements regarding relevant procedures, conduct guidelines, disciplinary measures and compliant system in the schemes to prevent unethical conduct, and does the Company implement them accordingly and regularly review those schemes? | V | (III) The “procedures for ethical management” established by the Company have set up prevention measures. Besides, the auditors conduct regular inspections and report any abnormal conditions to management immediately. | ||
| II. | Implementation of ethical management | ||||
| (I) | Does the Company review the counter-party's history of ethical conduct and include the compliance of business ethics as a clause in the business contract? | V | (I) Prior to dealing with a contractor, an evaluation and qualification review of the contractor will be conducted to minimize risk. | ||
| (II) | Has the Company established a dedicated department under the board to promote ethical conducts and report regularly (at least once every year) its ethics policies and preventive schemes for unethical conducts as well as implementation status to the board of directors? | V | (II) The Legal Office is the dedicated (concurrent) unit to promote the ethical management; the implementation status was reported to the Board of Directors on December 23, 2025. | No difference | |
| (III) | Has the Company established policies to prevent conflicts of interest, provide appropriate communication channels and thoroughly implement the policies? | V | (III) To implement ethical corporate management, the Company has established a whistleblowing mailbox on its website for internal and external personnel to report unethical or improper conduct. No ethical conduct |
| Assessment items | Implementation status | Difference from Ethical Corporate Management Best Practice Principles for WSE/GTSM Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| (IV) Has the Company established effective accounting and internal control systems for the implementation of ethics policies and had the internal audit unit formulating relevant audit plans based on the assessment outcome of risk associated with unethical conducts? Has the Company then performed audits on the compliance with the preventive schemes for unethical conducts accordingly, or entrust the CPAs to conduct the audits? (V) Has the Company regularly held internal and external training sessions on business ethics? | V | (IV) violation incidents occurred for the Company in 2025. The Company has established “Procedures for Ethical Management”, and internal auditors also conduct audits on a regular basis as part of their audit items. (V) The Company organizes education and training programs from time to time or conducts various promotions at internal meetings. | ||
| III. Implementation of whistleblowing system (I) Has the Company established specific whistleblowing and reward systems, set up conveniently accessible complaint channels, and designated responsible personnel to handle the complaint received? (II) Has the Company established standard operating procedures for investigating the complaints received, actions to be taken upon the completion of investigation, and mechanisms for confidentiality? (III) Has the Company established measures to protect whistleblowers from retaliation? | V | In the Company's “Procedures for Ethical Management”, a whistleblowing and reward system has been established. To ensure daily operations align with the Company's ethical conduct policy standards, employees are encouraged to report any illegal or unethical conduct, or violations of the ethical business guidelines. All reports will be investigated fairly, and the identity of the whistleblower, the reported matter, the investigation process, and the results will be kept confidential. This information will not be disclosed externally in order to protect whistleblowers from improper retaliation as a result of their reports. Relevant complaint channels are also available on the Company's website for employee use. | No difference | |
| IV. Enhancement on Information disclosure Does the Company disclose its principles of business ethics and information about implementation of such guidelines on its website and MOPS? | V | The “procedures for ethical management” formulated by the Company have been disclosed on the Company's website and the Market Observation Post System, and the Implementation status is also disclosed on the Company's website. | No difference | |
| V. If the Company has established ethical conduct policies based on “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies”, please specify any discrepancy between the policies and their implementation The Company has established its “procedures for ethical management.” Currently these procedures are effective and reported to the Board of Directors on a regular basis (at least once a year). There is no material differences. | ||||
| VI. Other important information to facilitate better understanding of the Company's ethical conduct practices (e.g., the Company reviews and revises its Principles of Business Ethics, etc.): The Company regularly reviews its “procedures for ethical management.” On December 23, 2025, the implementation status has been reported to the Board of Directors on a regular basis, and relevant awareness-raising courses are held from time to time. |
(VII) Other important information that may enhance the understanding of the operation of corporate governance may be disclosed:
【Succession plan and operation of board members and important management level】
(1) Succession plan and operation of board members:
- The Company’s directors election is handled in accordance with the "Procedures for Election of Directors" and adopts a candidate nomination system; in addition, the Company's "Corporate Governance Best Practice Principles" stipulates that the composition of the Board of Directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
- All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following skills:
I. Operational judgement skills
II. Accounting and financial analysis skills
III. Operational management skills
IV. Crisis management skills
V. Industry knowledge
VI. Global market insight
VII. Leadership skills
VIII. Decision making skills
- The Company's Board of Directors currently has 10 members (including 4 independent directors), who have the experience and expertise required in business, law, financial accounting and corporate business. The future structure of the Board of Directors and the experience of the members will continue to be adopted as one of the references for directors succession plan carried out in the following manners, and the confirmed list of director candidates will be submitted to the Board of Directors for discussion and
47
approval and then submitted to the shareholders' meeting for resolution:
I. Solicitation of suitable professionals with all parties.
II. The current directors recommend suitable candidates.
III. Take reference to candidates recommended by shareholders.
IV. Take reference to the database of independent directors.
V. Adopt the performance evaluation results of the board of directors as the basis for reappointment of directors.
(2) Succession plan and operation of important management level:
- The Company’s important management level may participate in internal and external related training or education programs annually according to personal development plans or job needs, so as to cultivate their skills of making judgment, management ability and decision-making capability, which could improve the quality of the whole management level.
- The Company regularly holds executive meetings monthly chaired by the general manager, and the heads of each unit shall submit business reports to allow communication or learning from each other, so as to enhance innovative thinking, communication and coordination skills and management ability. We also cultivate talents in various aspects to prepare for the high-quality manpower required for the Company’s future long-term development.
- The Company’s important management level has set up a system of substitute to cultivate diverse and comprehensive management capabilities, so as to facilitate the planning of succession and development of successors, and to practice the concept of corporate sustainable management.
(VIII) Status of Implementation of Internal Control System:
- Statement of Internal Control System:
Please refer the Market Observation Post System at https://mops.twse.com.tw/mops/#/web/t146sb10
- If the Company hire an CPAs to audit the Company’s internal control system the audit report made by the CPAs shall be disclosed: None.
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(IX) Significant resolutions of the shareholders meeting and the Board of Directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
《Shareholders meeting》
| Meeting date | Meeting type | Significant resolutions | Implementation status |
|---|---|---|---|
| 2025.06.27 | Annual shareholders meeting | 1. 2024 Business Report and Financial Statement | Ratified the 2024 business report and financial statements, with a net profit after tax of NT$300,956 thousand and a basic earnings per share of NT$2.96. |
| 2. 2024 Earnings Distribution. | Ratified the 2024 earnings distribution. Unappropriated retained earnings at the end of the period totaled NT$24,888,148. | ||
| 3. To amend the "Articles of Incorporation". | Approved, and the change of registration has been processed and approved. | ||
| 4. Amendment to the "Operational Procedures for Loaning Funds to Others and Endorsements / Guarantees." | Approved, and has been executed in accordance with the resolution of the shareholders' meeting. | ||
| 5. Proposal for authorizing the signing of construction project contracts with related parties. | Approved; however, any amount not processed as of the date of publication of the annual report would not be processed further. | ||
| 6. Proposal for authorizing the signing of joint construction project contracts with related parties. | Approved and executed. | ||
| 7. Motion for the election of one additional independent director. | Approved and one additional independent director was elected. | ||
| 8. Motion for lifting the non-competition clauses of newly-elected directors. | The proposal was passed, and the actions were taken as per the resolution. |
| Meeting date | Meeting type | Significant resolutions |
|---|---|---|
| 2025.03.05 | Board of Directors | 1. Motion for 2025 evaluation on independence of attesting CPAs. |
| 2. Motion for 2024 business report and financial statement. | ||
| 3. Motion for 2024 earnings distribution table. | ||
| 4. Motion for 2024 remuneration to employees and directors. | ||
| 5. Motion for the 2024 effectiveness assessment of internal control system and the statement of the internal control system. | ||
| 6. To amend the "Articles of Incorporation". | ||
| 7. Motion for revision to internal control procedures – payroll. | ||
| 8. Motion for definition of the scope of the Company’s entry-level employees. | ||
| 9. Motion for application for a loan extension with Far Eastern Commercial Bank, secured by the completed housing units of the Kang ChiaoAsahi Villa project. | ||
| 10. Motion for application for a loan with E.SUN Commercial Bank for land acquisition and a joint construction project in Beitou Xinzhoumei Section, Taipei City. | ||
| 11. Motion for authorizing the chairman to sign a joint construction contract for a land development project in Xingyi Section Beitou District, Taipei City. | ||
| 12. Motion for the election of one additional independent director. | ||
| 13. Motion for a list of candidates for election of one independent director in 2025. | ||
| 14. Motion for lifting the non-competition clauses of newly-elected directors. | ||
| 15. Motion for setting the affairs related to the Company’s 2025 shareholders meeting. | ||
| 2025.05.06 | Board of Directors | 1. Motion for the Q1 2025 consolidated financial statements. |
| 2. Motion for public offering of privately placed common stock and listing application. | ||
| 3. Motion for renewal of the financing with Mega Securities Finance Corporation. | ||
| 4. Motion for application for renewal of loan from Mega International Commercial Bank. | ||
| 5. Motion for amendment to the "Procedures for Loaning Funds to Others and Endorsements/Guarantees". | ||
| 6. Proposal for authorizing the signing of construction project contracts with related parties. | ||
| 7. Motion for extension of joint construction contract with a related party for Zhengyi section, Taipei City. | ||
| 8. New motions for the 2025 annual general meeting of shareholders. | ||
| 2025.06.27 | Board of Directors | 1. Motion for appointment of new independent directors as members of the Company's Audit Committee and Remuneration Committee. |
| 2. Motion for application for a loan from Mega International Commercial Bank for the joint construction project in Lixin Section, Linkou District. | ||
| 3. Motion for chairman to also serve as the Company's general manager. |
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| Meeting date | Meeting type | Significant resolutions |
|---|---|---|
| 2025.07.11 | Board of Directors | 1. Motion for authorizing the Chairman to sign a joint construction contract for a land development project in University Section, Shulin District, New Taipei City. |
| 2025.08.08 | Board of Directors | 1. Motion for the Q2 2025 consolidated financial statements. 2. Motion for the Company's 2024 sustainability report. 3. Motion for application for construction financing from financial institutions for the joint cooperation construction project in Zhongyun Section, Zhongli District, Taoyuan City. |
| 2025.09.02 | Board of Directors | 1. Motion for signing a joint construction contract for the land parcel at No. 183, Zhongyun Section, Zhongli District, Taoyuan City. 2. Motion for signing of a joint construction and land sale agreement regarding 27 plots of land, including Plot No. 128 of Haotian Section, Xizhi District, New Taipei City. 3. Motion for signing of a joint construction contract for 17 pieces of land, including Plot No. 400, Subsection 1 of Zhongzheng Section, Zhongzheng District, Taipei City. |
| 2025.11.05 | Board of Directors | 1. Motion for the Q3 2025 consolidated financial statements. 2. Motion for application for a loan from Mega International Commercial Bank for the joint construction project of Neihu District Shitan Section Urban Renewal Project in Taipei City. |
| 2025.12.23 | Board of Directors | 1. Motion for formulation of the Company's 2026 business plan. 2. Motion for revision to internal control procedures – payroll. 3. Motion for formulation of the 2026 internal audit plans 4. Motion for 2024 distribution of remuneration to employees and the estimated salaries and 2026 remuneration to directors and managers. 5. Motion for disposal of the 100% equity stake in the subsidiary (Better Life Jinxia) invested in Mainland China. |
| 2026.02.05 | Board of Directors | 1. Motion for a supplementary contract entered into for the land development project in Yucheng Section, Nangang District, Taipei City, and submitted for approval. 2. Motion for application for a loan from Mega International Commercial Bank for “joint construction of No. 183, Zhongyun Section, Zhongli District, Taoyuan City”. |
| 2026.03.04 | Board of Directors | 1. Motion of 2025 business report and financial statement. 2. Motion for 2025 distribution of remuneration to employees and directors. 3. Motion for 2025 earnings distribution table. 4. Motion for the 2025 effectiveness assessment of internal control system and the statement of the internal control system. 5. Motion for the change of CPAs from Q1 2026 and assessment of their independence. 6. Motion for review of the expected remuneration for the newly appointed directors in 2026. 7. To amend “Procedures for Acquisition and Disposal of Assets” 8. Motion for election of the 19th Board of Directors. |
52
| Meeting date | Meeting type | Significant resolutions |
|---|---|---|
| 9. Proposal of lifting the non-competition clauses of newly-elected directors and representatives. | ||
| 10. Motion for setting the affairs related to the Company’s 2026 shareholders meeting. | ||
| 11. Motion for application for renewal of loan from Mega International Commercial Bank. |
(X) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the Board of Directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.
IV. Information on the professional fees of the attesting CPAs:
Information on the professional fees of the attesting CPAs
Unit: NT$ thousand
| Name of CPA firm | Name of CPA | Audit period | Audit fee | Non-audit Fee | Total | Remarks |
|---|---|---|---|---|---|---|
| KPMG Taiwan | Pan Chun-Ming | 2025.01.01~2025.12.31 | 2,320 | 240 | 2,560 | |
| Chen Tsung-Che |
(I) When the Company changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed: None.
(II) When the audit fees paid for the current financial year are lower than those paid for the preceding financial year by 10 percent or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: nil
(III) Evaluation on independence of attesting CPAs
(1) The Company assesses the independence and suitability of the certifying accountants once a year. In 2025, the Audit Committee and the Board of Directors discussed and approved on March 5, 2025 that both certifying accountants met the requirements for independence and suitability.
(2) The Company concluded that the CPAs Pan Chun-Ming and Chen Tsung-Che were independent and competent enough to act as CPAs of the Company after the following assessments.
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• CPA: Pan Chun-Ming, Chen Tsung-Che
| Assessment items | Evaluation Results | Compliance with independence |
|---|---|---|
| 1. The CPAs have no direct or indirect major financial stake in the Company. | Yes | Yes |
| 2. The CPAs have no actual or potential litigation with the Company. | Yes | Yes |
| 3. The CPAs do not have any potential employment relationship with the Company. | Yes | Yes |
| 4. The CPAs do not hold any shares of the Company. | Yes | Yes |
| 5. The CPAs do not have any borrowings with the Company. | Yes | Yes |
| 6. The CPAs have not provided audit services to the Company for seven consecutive years. | Yes | Yes |
| 7. The CPAs did not hold any positions as directors, managers, or persons with significant influence over the audit case during the audit period or within the last two years. | Yes | Yes |
| 8. The " statement of Independence " issued by the CPAs has been obtained. | Yes | Yes |
| 9. The "audit quality indicators" are provided for the Company’s reference. | Yes | Yes |
V. Information on replacement of CPAs: None.
VI. Where the company's chairperson, general manager, or any manager in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: None.
VII. Any transfer of equity interests and pledge of or change in equity interests by a director, supervisor, manager, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
(I) Change of shareholding of the directors, supervisors, managers, or shareholder (major shareholder) holding a stake of greater than 10 percent:
Please refer to the Market Observation Post System at https://mops.twse.com.tw/mops/#/web/IRB110
(II) Information on where the counterparty in the transfer of equity is a related party: None.
(III) Information on where the counterparty in the pledge of equity is a related party: None.
VIII. Relationship information among the Company's top 10 shareholders:
April 28, 2026 Unit: Share
| Name | Shareholding | Spouse & minor shareholding | Shareholding by nominee arrangement | Names and relationship information. (if among the company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another) | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding | Number of shares | Shareholding | Number of shares | Shareholding | Name (or official name) | Relations | ||
| Puquan Advertising Co., Ltd. | 27,916,729 | 20.68% | - | - | - | - | - | - | |
| Delegate Li Chung-Shu | - | - | - | - | - | - | - | - | |
| NOON GLORY MANAGEMENT & TRADING CO., LTD. | 10,549,457 | 7.82% | - | - | - | - | - | - | |
| Delegate Chou Chun-Yu | - | - | - | - | - | - | - | - | |
| Chun Hsin Construction Co., Ltd. | 6,254,268 | 4.63% | - | - | - | - | - | - | |
| Delegate Chang Chun-Kuei | 5,689,635 | 4.22% | - | - | - | - | Liao Yu-Hsin | Mother and son | |
| Sant Law International Corporation | 6,043,983 | 4.48% | - | - | - | - | - | - | |
| Delegate Li Chung-Shu | - | - | - | - | - | - | - | - | |
| Chang Chun-Kuei | 5,689,635 | 4.22% | - | - | - | - | Liao Yu-Hsin | Mother and son | |
| Puxu Advertising Co., Ltd. | 5,522,000 | 4.09% | - | - | - | - | - | - | |
| Delegate Li Chung-Shu | - | - | - | - | - | - | - | - | |
| Tsai Hung-Chien | 4,300,120 | 3.19% | - | - | - | - | - | - | |
| Yuan Mei-Hui | 3,883,221 | 2.88% | - | - | - | - | - | - | |
| Liao Yu-Hsin | 3,620,527 | 2.68% | - | - | - | - | Chang Chun-Kuei | Mother and son | |
| Liao Heng-I | 3,617,971 | 2.68% | - | - | - | - | - | - |
IX. Total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company:
Unit: Shares
| Reinvested enterprises (Note 1) | The Company's investment | Investment on the enterprises directly or indirectly controlled by the directors, or managers | Combined investment | |||
|---|---|---|---|---|---|---|
| Number of shares (Note 2) | Shareholding | Number of shares | Shareholding | Number of shares (Note 2) | Shareholding | |
| Better Life Green Energy Technology Co., Ltd. | 9,100,000 | 100% | 0 | 0% | 9,100,000 | 100% |
| Better Life Real Estate Co., Ltd. | 8,000,000 | 100% | 0 | 0% | 8,000,000 | 100% |
| Better Life Group Travel Service Co., Ltd. | NA | 100% | 0 | 0% | NA | 100% |
| Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd. (Note 3) | NA | 100% | 0 | 0% | NA | 100% |
Note 1: Long-term equity investment of the Company calculated according to the equity method
Note 2: The number of shares matches the number listed in the 2025 financial report audited by the CPAs.
Note 3: The Xiamen subsidiary completed the liquidation and deregistration procedures in February 2026.
Three. Information on capital raising activities
I. Source of capital stock
Unit: share/NTD
| Year Month | Issue price | Authorized capital stock | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital stock | Property other than cash offset by the number of shares | Other | ||
| July 1991 | 10 | 120,000,000 | 1,200,000,000 | 81,000,000 | 810,000,000 | Issuance by cash upon listing 195,007,200 Capital increase by cash 156,358,620 Capital increase by earnings 274,769,322 Capital surplus $ 183,864,858 | None | Approval letter of the Securities and Futures Commission—(80)Tai-Tsai-Cheng(I) No. 00359 on February 2, 1991 |
| October 1991 | 10 | 120,000,000 | 1,200,000,000 | 89,100,000 | 891,000,000 | Capital surplus 81,000,000 | None | Approval letter of the Securities and Futures Commission—(80)Tai-Tsai-Cheng(I) No. 01973 on July 25, 1991 |
| February 1993 | 10 | 120,000,000 | 1,200,000,000 | 90,676,048 | 906,760,480 | Common shares converted from convertible securities 15,760,480 | None | Approval letter of the Securities and Futures Commission—(82)Tai-Tsai-Cheng(I) No. 84318 on January 8, 1993 |
| March 1993 | 10 | 150,000,000 | 1,500,000,000 | 129,586,048 | 1,295,860,480 | Capital increase by cash 300,000,000 Capital surplus 89,100,000 | None | Approval letter of the Securities and Futures Commission—(81)Tai-Tsai-Cheng(I) No. 02748 on October 27, 1992 |
| February 1994 | 10 | 150,000,000 | 1,500,000,000 | 129,591,805 | 1,295,918,050 | Common shares converted from convertible securities 57,570 | None | Approval letter of the Securities and Futures Commission—(83)Tai-Tsai-Cheng(I) No. 50101 on January 11, 1994 |
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| Year Month | Issue price | Authorized capital stock | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital stock | Property other than cash offset by the number of shares | Other | ||
| February 1995 | 10 | 250,000,000 | 2,500,000,000 | 171,720,071 | 1,717,200,710 | Common shares converted from convertible securities 48,151,400 Capital increase by earnings 243,539,460 Capital surplus 129,591,800 | None | Approval letter of the Securities and Futures Commission—(84)Tai-Tsai-Cheng(I) No. 55353 on January 10, 1995 Approval letter of the Securities and Futures Commission—(84)Tai-Tsai-Cheng(I) No. 12389 on January 21, 1995 Approval letter of the Securities and Futures Commission—(83)Tai-Tsai-Cheng(I) No. 46957 on December 23, 1994 |
| August 1995 | 10 | 350,000,000 | 3,500,000,000 | 266,195,601 | 2,661,956,010 | Allotment of shares to employees 11,934,890 Capital increase by earnings 658,068,310 Capital surplus 274,752,100 | None | Approval letter of the Securities and Futures Commission—(84)Tai-Tsai-Cheng(I) No. 29188 on May 22, 1995 |
| January 1996 | 10 | 350,000,000 | 3,500,000,000 | 267,909,275 | 2,679,092,750 | Common shares converted from convertible securities 17,136,740 | None | Approval letter of the Securities and Futures Commission—(85)Tai-Tsai-Cheng(I) No. 67267 on January 5, 1996 |
| May 1999 | 10 | 350,000,000 | 3,500,000,000 | 350,000,000 | 3,500,000,000 | Capital increase by cash 820,907,250 | None | Approval letter of the Securities and Futures Commission—(88)Tai-Tsai-Cheng(I) No. 16322 on February 10, 1999 |
| Year Month | Issue price | Authorized capital stock | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital stock | Property other than cash offset by the number of shares | Other | ||
| October 2001 | 10 | 175,000,000 | 1,750,000,000 | 175,000,000 | 1,750,000,000 | Capital reduction 175,000,000 | None | Approval letter of the Securities and Futures Commission—(90)Tai-Tsai-Cheng(I) No. 144625 on August 13, 2001 |
| September 2005 | 1 | 675,000,000 | 6,750,000,000 | 425,000,000 | 4,250,000,000 | Private placement Capital increase by cash 2,500,000,000 | None | Private placement of 250 million shares at NT$1 per share |
| October 2006 | 10 | 675,000,000 | 6,750,000,000 | 53,125,000 | 531,250,000 | Capital reduction 3,718,750,000 | None | Approval letter of the Financial Supervisory Commission, Letter Jin-Guan-Zheng (I) Zi No. 0950138035 dated September 28, 2006 |
| August 2008 | 7 | 675,000,000 | 6,750,000,000 | 60,275,000 | 602,750,000 | Private placement Capital increase by cash 71,500,000 | None | Private placement of 7.15 million shares at NT$7 per share |
| December 2009 | 5.5 | 675,000,000 | 6,750,000,000 | 94,875,000 | 948,750,000 | Private placement Capital increase by cash 346,000,000 | None | Private placement of 34.60 million shares at NT$5.5 per share |
| June 2010 | 10 | 675,000,000 | 6,750,000,000 | 50,000,000 | 500,000,000 | Capital reduction 448,750,000 | None | Approved by the Financial Supervisory Commission, Letter Jin-Guan-Zheng-Fa-Zi No. 0990029642 dated June 15, 2010 |
| March 2011 | 13.3 | 675,000,000 | 6,750,000,000 | 60,265,400 | 602,654,000 | Private placement Capital increase by cash 102,654,000 | None | Private placement of 10.2654 million shares at NT$13.3 per share |
| July 2011 | 10 | 675,000,000 | 6,750,000,000 | 50,265,400 | 502,654,000 | Capital reduction 100,000,000 | None | Approved by the Financial Supervisory Commission, Letter Jin-Guan-Zheng-Fa-Zi No. 1000030508 dated July 8, 2011 |
| Year Month | Issue price | Authorized capital stock | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital stock | Property other than cash offset by the number of shares | Other | ||
| November 2012 | 10.5 | 675,000,000 | 6,750,000,000 | 80,265,400 | 802,654,000 | Capital increase by cash 300,000,000 | None | Approved by the Financial Supervisory Commission, Letter Jin-Guan-Zheng-Fa-Zi No. 1010047576 dated November 9, 2012 |
| December 2019 | 7.2 | 675,000,000 | 6,750,000,000 | 100,265,400 | 1,002,654,000 | Private placement Capital increase by cash 200,000,000 | None | Private placement of 20 million shares at NT$7.2 per share |
| August 2023 | 10 | 675,000,000 | 6,750,000,000 | 70,185,780 | 701,857,800 | Capital reduction 300,796,200 | None | Approval letter of the Taiwan Stock Exchange, Letter Tai-Zheng-Shang-Yi-Zi No. 1121803346 dated July 25, 2023 |
| December 2023 | 11 | 675,000,000 | 6,750,000,000 | 100,185,780 | 1,001,857,800 | Capital increase by cash 300,000,000 | None | Approved by the Financial Supervisory Commission, Letter Jin-Guan-Zheng-Fa-Zi No. 1120354677 dated September 22, 2023 |
| September 2024 | 20.9 | 675,000,000 | 6,750,000,000 | 104,970,455 | 1,049,704,550 | Convertible corporate bonds Into common shares 4,784,675 | None | Approval letter of the Ministry of Economic Affairs, Letter Jing-Shou-Shang-Zi No. 11330193470 dated November 7, 2024 |
| February 2025 | 14 | 675,000,000 | 6,750,000,000 | 134,970,455 | 1,349,704,550 | Capital increase by cash 300,000,000 | None | Approved by the Financial Supervisory Commission, Letter Jin-Guan-Zheng-Fa-Zi No. 1130360576 dated November 15, 2024 |
April 28, 2026; Unit: Share
| Share type | Authorized capital stock | Remarks | ||
|---|---|---|---|---|
| Shares outstanding | Unissued shares | Total | ||
| Common share | 134,970,455 | 540,029,545 | 675,000,000 | Listed company shares |
- Relevant information on the shelf registration system: Not applicable.
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II. List of Major Shareholders(Shareholders with more than 5% of the shares or the top 10 shareholders)
April 28, 2026; Unit: Share, %
| Shareholder Name | Number of Shares held | Shareholding |
|---|---|---|
| Puquan Advertising Co., Ltd. | 27,916,729 | 20.68% |
| NOON GLORY MANAGEMENT & TRADING CO., LTD. | 10,549,457 | 7.82% |
| Chun Hsin Construction Co., Ltd. | 6,254,268 | 4.63% |
| Sant Law International Corporation | 6,043,983 | 4.48% |
| Chang Chun-Kuei | 5,689,635 | 4.22% |
| Puxu Advertising Co., Ltd. | 5,522,000 | 4.09% |
| Tsai Hung-Chien | 4,300,120 | 3.19% |
| Yuan Mei-Hui | 3,883,221 | 2.28% |
| Liao Yu-Hsin | 3,620,527 | 2.68% |
| Liao Heng-I | 3,617,971 | 2.68% |
III. Company's dividend policy and implementation thereof
(I) Company's dividend policy
In accordance with the provisions of the Company's Articles of Incorporation: Regarding the determination on the proposal of earnings distribution, the board of directors of the Company shall consider the future capital expense budget and demand of fund of the Company and shall also evaluate the necessity to fulfill the demand of fund with the surplus earnings in order to determine the amount of earnings to be reserved or distributed as well as the amount of distribution of dividends or bonuses in cash or stock to shareholders.
Not less than 4% of the Company's profit before tax for the period, before deduction of remuneration for employees and directors, should be appropriated as remuneration for employees (of which not less than 5% should be distributed to entry-level employees) and not more than 4% as remuneration to directors and supervisors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first. The subjects for the issuance of remunerations may include employees of a holding or subordinate company satisfy certain criteria, and the board of directors is authorized to specify such criteria.
Where the Company has a net profit after tax in the final accounts of the current year, amount shall be appropriated to compensate accumulated losses
(including adjustment of undistributed earnings amount) first, followed by appropriating 10% of such profit as the legal reserve; provided that the aggregate of the legal reserve has reached the paid-in capital of the Company, such requirement shall not be applied. In addition, special reserve may be set aside or reversed depending upon the business needs or according to the regulations of the competent authority. For the remaining earnings together with the initial undistributed earnings (including adjustment of undistributed earnings amount), the Board of Directors may establish the proposal for distribution of earnings, and when it is performed via the method of issuance of new shares, it shall be reported to the shareholders' meeting for resolution before the distribution thereof.
The distribution of earnings described in the preceding paragraph may be made in the form of stock or cash; provided that the issuance of cash bonus shall not be lower than 10% of the total dividend distribution amount for the current year.
When all or a portion of the dividends and bonuses or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors' meeting attended by more than two thirds of the directors and the consents of a majority of the attending directors. In addition, report to the shareholders' meeting shall also be made.
(II) Distribution status of dividends proposed at the shareholders' meeting: N/A (as resolved by the Board of Directors, the Company does not intend to distribute the dividends).
IV. Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: N/A (no stock dividends motion at the shareholders' meeting)
V. Remunerations to employees and directors
(I) The percentages or ranges of remuneration to employees and directors as set forth in the articles of incorporation are as follows:
Not less than 4% of the Company's profit before tax for the period, before deduction of remuneration for employees and directors, should be appropriated as remuneration for employees (of which not less than 5% should be distributed to entry-level employees) and not more than 4% as remuneration to directors and supervisors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first. The subjects for the issuance of remunerations may include employees of a holding or subordinate company satisfy certain criteria, and the board of directors is authorized to specify such criteria.
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(II) The allocation of employees', directors' and supervisors' remuneration of this period, the calculation basis for the employee's remuneration by stock and the accounting handlings if there is discrepancy between the allocation amount and distributed amount:
Based on the Company's profitability for 2025, it is proposed to allocate $4\%$ of profits, totaling NT$1,246,369 (of which $5\%$ , or NT$62,319, is to be distributed to entry-level employees) as employee remuneration and NT$0 as director remuneration. This will be distributed in cash and reported at the 2026 annual general meeting of shareholders. The distributed amount is consistent with the expenses recognized in the 2025 financial statements.
(III) Information on the remuneration for distribution approved by the board of directors:
- Distribution of cash bonus and stock bonus for employees and remuneration for directors and supervisors:
On March 4, 2026, the Board of Directors resolved to distribute NT$1,246,369 as employee remuneration and NT$0 as director remuneration, which will be paid in cash. This amount is the same as the amount recognized in accounts for 2025.
- Employees' remuneration by stock and ratio of this accounted for the net income after tax in the individual or financial statement during the period and the ratio of the total employees' remuneration: None.
(IV) The actual distribution of employees', directors' and supervisors' remuneration for the preceding year: None.
| Item\Amount | 2024 | ||
|---|---|---|---|
| Amount for distribution resolved by the Board of Directors | Actual distribution | Difference | |
| Employee remuneration - cash | 1,577,310 | 1,577,310 | - |
| Employee remuneration - shares | - | - | - |
| Director remuneration | - | - | - |
VI. The Company's share repurchase: None.
VII. Status of implementation of corporate bonds, preferred shares, global depository receipts, employee stock options, issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None.
VIII. Status of implementation of capital allocation plans: None.
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Four. Overview of operations
I. Description of the business
(I) Description of the business
-
The Company’s principal business: to contract construction companies to build public housing projects and commercial buildings for lease out and sales.
-
The Subsidiaries’ principal business
Better Life Green Energy Technology Co., Ltd.: Solar energy application business.
Better Life Real Estate Co., Ltd.: Real estate agency.
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.: The liquidation and deregistration procedures were completed in February 2026.
Better Life Group Travel Service Co., Ltd.: Travel agency, etc.
- Current products and the relative weight of each
| Year
Products | 2025 | |
| --- | --- | --- |
| | Consolidated amount (thousand dollars) | Proportion (%) |
| Construction revenue | 275,641 | 96.71 |
| Service income | 8,000 | 2.81 |
| Rent income | 1,374 | 0.48 |
| Total | 285,015 | 100.00 |
- New products or services planned for development: Continue to develop businesses in land development and solar energy applications.
(II) Industry Overview
-
Current status and development of the industry,
-
Construction business
The “Hwa Ya Hi-tech Area” project—located in Guishan District, Taoyuan City—is expected to obtain a construction permit in Q2 2026.
The urban renewal project “Shitan Section of Neihu District”—located in Neihu District, Taipei City—is expected to obtain a construction permit and be launched by the end of 2026.
The “Zhongli Zhongyun Section #1” project—located in Zhongli District, Taoyuan City—is expected to obtain a construction permit and be launched in 2026.
The "Zhongli Zhongyun Section #2" project—located in Zhongli District, Taoyuan City—is expected to obtain a construction permit and be launched in 2026.
The "Linkou Lixing Section" project—located in Linkou District, New Taipei City—is expected to obtain a construction permit and be launched in 2026.
The "Beitou Xinzhou Mei Section" project—located in Linkou District, New Taipei City—is expected to obtain a construction permit and be launched in 2026.
The urban renewal project "Yongjing Park"—located in Zhongshan District, Taipei City—received approval from the Taipei City Government for the urban renewal business plan in 2025, and is expected to obtain a construction permit in Q3 2026.
The "Pauian Pau-Garden" project—located in Songshan District, Taipei City—was completed in Q4 2025 and units have been delivered since then.
One retail unit of "Qingpu-Better Life Garden" will continue to be sold in 2026.
The "Mountain in the Cloud (Kang Chiao Asahi Villa)" project—located in the Huacheng area of Xindian District, New Taipei City—will continue the sales of its 3 remaining villas in 2026.
-
Real estate agency
Evaluate whether to accept new projects according to the Company's projects and market conditions. -
Solar energy applications business
The Company's land located in Miaoli County to build solar energy facilities is currently in the planning and related pre-operation works. -
links between the upstream, midstream, and downstream segments of the industry:
The upstream of the real estate market is mainly about land and building materials. Land is mainly supplied by private landowners, which is released through sale or joint construction, and by redeveloping land in old areas through urban renewal. Regarding building materials, with the development of new technologies, such as nano-technology building materials, green buildings, and the internet of things, the proportion of applications will gradually increase. The downstream is mainly composed of agencies and brokers.
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-
Development trends and competition for the products.
-
Construction--As home buyers pay more and more attention to the quality of living, the design and construction quality of our projects have become an important consideration for home buyers. Therefore, the Company is actively working on the design of each project in order to maintain its competitive edge and gain the approval of consumers in the industry.
(1) keen strategies for land acquisition development
The Company’s management team members have keen abilities to develop land, and they pay close attention to public preferences and trends. Before purchasing land, they conducted thorough market assessment and developed in the local area; they collect buyers' opinions, budgets and preferences in order to understand the market demand, consider the development of the surrounding areas and the cultural characteristics. Furthermore, they actively plan for the development and construction after the purchase is made.
(2) Construction management and rigorous quality
Prior to launching a project, the company has gone through prudent planning, perfect estimation of funds, and has maintained good credit with the bank. In order to control the quality of the construction, the company has chosen contractors that have professional technique and excellent construction equipment, and strictly controls the construction progress and product quality; therefore the company is able to meet the customer's expectations for timely completion and quality, thus creating stable profits.
- Sales Agency-- Evaluate whether to accept new projects according to the Company's projects and market conditions.
- Solar energy application business - Currently, the construction of solar energy facilities on the Miaoli land is under planning and related pre-operations.
(III) Overview of the technologies, research and development work: During 2025 or during current year up the publication date of the annual report, the Company has invested NT$0 in research and development, and has no future research and development plans.
(IV) Long- and short-term business development plans
- Short-term development plans:
Considering the current scope, the return on investment and the capital turnover efficiency of each project, the company will continue to invest in the construction and sell its projects in the Greater Taipei
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and Taoyuan areas in the short term, so that it can achieve the best operating efficiency and accumulate capital quickly through profits from each project, thus enabling the Company to grow continuously.
- Long-term development plans:
(1) In the future, through in-depth exploration of project characteristics, we will create product value, enhance product differentiation and irreplaceability, improve the Company's brand value, and strengthen product quality and after-sales service, in order to achieve the Company's competitiveness in the construction market and further increase gross profit, thereby creating maximum profitability for the Company.
(2) Regarding the development of rental service business, the main objective is to stabilize the company's income in the long term.
(3) Regarding the development of solar energy application business, in addition to the revitalization of the Company's assets, it can also lead the Company to the goal of business diversification.
II. Market, production and sales overview
(I) Analysis of the market
-
Areas where the main products are provided
-
Construction business
We mainly sell houses in the Greater Taipei and Taoyuan areas.
- Real estate agency
Evaluate whether to accept new projects according to the Company's projects and market conditions.
- Solar energy applications business
Currently, the planning of solar energy facilities construction project on land in Miaoli and related pre-operations are in progress.
-
Market share, demand and supply conditions for the market in the future
-
Construction and real estate agency business
In terms of brand, product quality and after-sales service, the Company has stringent requirements, and the market acceptance is quite high. It is expected to bring the demand for real estate.
- Solar energy applications business
With the continuous growth of the green energy market, we expect to develop new businesses in addition to the business in Miaoli.
- The Company's competitive niche, positive and negative factors for future development, and the Company's response to such factors.
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- Construction and real estate agency business
First-time homebuyers and the Inelastic demand for home replacement are the favorable factors for the development; the difficulty in obtaining the prime areas, limited developable land, rising raw materials and wages are the unfavorable factors for the development of real estate. The response strategy of the Company is to choose the location of the project carefully and to plan the project in a way that better meets the needs of the consumers. Besides, the Company has never hoarded land and will continue to pursue the business strategy of reducing the inventory of remaining houses in order to reduce the impact of government policies and market fluctuations.
- Solar energy applications business
With the continuous growth of the green energy market, we expect to develop new businesses in addition to the business in Miaoli.
(II) Usage and manufacturing processes for the main products.
- Construction and real estate agency business
Market research → Land development → Planning and design
→ Marketing planning → Sales promotion → Construction
→ Completion and handover of the houses → Building management
→ After-sales service → Asset management
- Solar energy applications business
The main department is responsible for planning integration Business, which is a service industry.
(III) Supply situation for the major raw materials
- Construction and real estate agency business
Land: The Company is actively engaged in land development in order to maintain the supply of land.
Construction: The Company controls the quality and progress of the project by strict contracting regulations and construction rules.
Material: Contracting prices are adjusted in accordance with market price fluctuations.
- Solar energy applications business
The main department is responsible for planning integration Business, which is a service industry.
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(IV) List of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years (consolidated information):
Information on major suppliers in the 2 most recent years
Unit: thousand dollars
| 2024 | 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Proportion of net purchases of the year [%] | Relationship with the issuer | Name | Amount | Proportion of net purchases of the year [%] | Relationship with the issuer |
| 1 | Puyuan Development Co., Ltd. | 226,690 | 40.46 | Substantive related party | Chien Shun Trading Co., Ltd. | 159,181 | 30.21 | None |
| 2 | Pucheng Construction Co., Ltd. | 96,867 | 17.29 | Substantive related party | Mr. A | 80,693 | 15.32 | None |
| 3 | Other | 236,771 | 42.25 | Mr. B | 67,197 | 12.75 | None | |
| 4 | Mr. C | 57,118 | 10.84 | None | ||||
| 5 | Other | 162,649 | 30.88 | |||||
| Net purchase | 560,328 | 100.00 | Net purchase | 526,838 | 100.00 |
Information on major customer in the 2 most recent years
Unit: thousand dollars
| 2024 | 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Proportion of net sales of the year [%] | Relationship with the issuer | Name | Amount | Proportion of net sales of the year [%] | Relationship with the issuer |
| 1 | Mr. D | 212,018 | 33.90 | None | Mr. F and Mr. G | 98,042 | 34.40 | None |
| 2 | Mr. E | 202,703 | 32.41 | None | Mr. H | 89,320 | 31.34 | None |
| 3 | Company A | 194,710 | 31.13 | None | Company B | 40,867 | 14.34 | None |
| 4 | Other | 16,036 | 2.56 | Other | 56,786 | 19.92 | ||
| Net sales | 625,467 | 100.00 | Net sales | 285,015 | 100.00 |
III. Information on employees for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report(consolidated information)
May 4, 2026
| Year | End of 2024 | End of 2025 | 2026 up to May 4 | |
|---|---|---|---|---|
| Number of employees | Managers | 8 | 8 | 9 |
| staff | 14 | 14 | 14 | |
| Total | 22 | 22 | 23 | |
| Average age | 48.17 | 48.44 | 48.74 | |
| Average length of service | 6.27 | 7.08 | 6.93 | |
| Education distribution ration | PhD | 0 | 0 | 0 |
| Master’s degree | 6 | 5 | 6 | |
| College | 14 | 15 | 15 | |
| Senior high school | 2 | 2 | 2 | |
| Below senior high school | 0 | 0 | 0 |
IV. Disbursements for environmental protection
(I) The loss caused by environmental pollution during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: $0
(II) Estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken
The construction projects launched are contracted to the construction enterprises, and the maintenance of the worksite environment and waste disposal are undertaken by the enterprises, and the Company is responsible for supervising them; hence no significant environmental expenses are expected for the future.
V. Labor relations
(I) The Company’s and the subsidiaries’ employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests.
- Welfare measures for employees:
Employees are the Company’s most important asset. In addition to providing employees with the most basic protections under the Labor Standards Act, the Company has established the Employee Welfare Committee and contributes employee welfare fund on a monthly basis as required by law. The members are elected by employees and
the Committee holds regular meetings to coordinate employee welfare activities, which are open to all staff. Furthermore, labor-management meetings are held quarterly to foster positive labor relations, facilitate two-way communication, and provide a channel for negotiating labor rights-related issues. Welfare measures of the Company are as follows:
(1) Welfare measures of the Company:
- Employees will enjoy Labor Insurance, National Health Insurance and group insurance upon onboarding.
- Year-end performance bonus.
- Health check.
- Marriage and funeral subsidies, maternity subsidies, and hospitalization condolences.
- Staff education and training subsidies.
- Year-end party and lottery activities.
(2) Welfare measures of employee welfare committee
- Birthday party and gifts.
- Three major holiday bonus.
- New Year’s gifts.
- Dinner party and meetup.
- Travel subsidies.
- Continuing education and training
(1) To improve our learning and development and talent cultivation system, and enhance the professional ability and competitiveness of colleagues, the Company has formulated "Guidelines of Education and Training Programs Management" to provide training for employees and internal and external professional training and education. Colleagues may take the initiative to apply or supervisors may propose internal training or participate in external training courses according to business needs.
(2) The Company's management personnel at all levels and full-time staff maintain proficient basic professional skills. Each year, they opt to enroll in professional training courses to able to participate in professional training courses to enhance their personal qualities and job skills. Additionally, the Company provides ongoing employee education and training. During 2025 and up the publication date of the annual report, the following education, training, or promotional courses were held for all employees:
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| Date | Education and training programs | No. of participants |
|---|---|---|
| 2025.01.10 | Greenhouse Gas Inventory Data and Methodology Meeting | 8 employees |
| 2025.02.19 | Greenhouse Gas Inventory – Internal Verification Training | 9 employees |
| 2025.04.25 | Disaster Prevention Training (including CPR and AED training) | 15 employees |
| 2025.07.11 | 2025 Anti-Fraud Awareness Campaign | 17 employees |
| 2025.07.16 | Greenhouse Gas Inventory Training (Platform Use) | 15 employees |
| 2025.10.30 | Health Promotion Administration, Ministry of Health and Welfare – Northern District Health Workplace Promotion Lecture – Office Worker Healthy Diet: A Nutrition Lecture on Building a Good Metabolism | 10 employees |
(3) Every year, the Company also plans external training for relevant personnel based on statutory training hour requirements. Training courses provided in 2025 are as follows:
| Title | Organized by | Training hours |
|---|---|---|
| Accounting Manager | Accounting Research and Development Foundation | 12 hours |
| Acting head of accounting | Accounting Research and Development Foundation | 12 hours |
| Accounting staff compiling financial reports | Accounting Research and Development Foundation | 6 hours |
| Corporate governance officer | Business Council for Sustainable Development | 9 hours |
| Chinese National Association of Industry and Commerce | 3 hours | |
| Audit officer | The institute of internal auditors | 18 hours |
| Acting auditing personnel | The institute of internal auditors | 6 hours |
| Securities and Future Institute | 6 hours | |
| Climate change risk management personnel | Department of Environmental Protection, Taipei City Government | 3 hours |
- Pension system and implementation
The Company adopts a new version of pension system in accordance with the "Labor Standards Act" and the "Labor Pension Act" promulgated since July 1, 2005.
The Company contributes 6% as monthly pension: According to the "Monthly Contribution Classification of Labor Pension" issued by the Bureau of Labor Insurance, 6% of the employee's salary will be
contributed to the respective employee’s personal pension account every month.
Self-contribution of pension by employees: Employees may also voluntarily contribute to pension within the range of 6% of their monthly salary according to their personal wishes.
- Employee personal safety and working environment protection measures
(1) Access control: The Company is located in an administrative building, and the building management committee has security personnel assigned to manage and maintain the security of the building 24/7; CCYV systems and elevator access control card systems are installed inside and outside the building, and the Company’s office is also equipped with access control card and CCTV systems to manage access and personal safety.
(2) Environmental safety: In addition to regular testing and maintenance of fire protection equipment, and maintenance and inspection of various public facilities in the building, the Company regularly implements fire protection inspections and safety report in May every year, cleans the workplace environment every day, and destroys and disinfects sources of vector mosquitoes every quarter; in addition, in accordance with government regulations, a total no smoking policy is implemented in the building.
(3) Emergency rescue: The building is equipped with a fire blanket and automated external defibrillator (AED). The Company conducted a disaster prevention education and training session (including CPR and AED teaching) on April 25, 2025.
(4) To foster a safe and healthy work environment for employees, the Company’s office has maintained strict disease prevention measures to date.
(5) 2025 implementation details:
- Fire safety training
- Date: April 25, 2025
-
Unit: Taipei City Fire Department – Neihu Station
-
Other important agreements: None.
(II) Losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes and estimate of possible expenses that could be incurred in the future and measures being or to be taken:
The Company and its subsidiaries have always valued the welfare of their employees and have a harmonious labor relations; therefore, no significant labor disputes have occurred. In the future, we will continue to uphold the consistent principle of maintaining harmonious labor relations; therefore, there is probably no possibility of labor disputes and losses.
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VI. Management of cybersecurity
(I) Cybersecurity risk management framework, cybersecurity policy, specific management plan and resources invested in cybersecurity management:
To strengthen corporate governance, the Board of Directors approved the “Guidelines of Information Security Policy and Risk Management” on December 29, 2021. This policy was amended and renamed as “Cybersecurity Policy and Control Operations” on December 28, 2023, and the Company has since formulated the “Risk Management Policy and Procedures” to ensure compliance. The Company regularly assesses risks every year, and formulates risk management policies for various risks; further, in order to protect the confidentiality, integrity and availability of the Company’s computerized planning and data processing, we also attach great importance to the management of information security.
-
Scope: The major risk in the assessment covers cybersecurity risk, including the physical environment, software and hardware equipment, network data, and documents, etc. of personnel related to the Company’s information operation, which shall be free from improper use, destruction, loss, and leaks from internal or external sources.
-
Objective: Strengthen the Company’s cybersecurity management, and set annual information security objective items.
(1) Maintain the operation of computer room equipment and the use of office computer equipment.
(2) Network firewall detection and security protection.
(3) Sensitive data access control.
(4) System data backup and restoration operations.
(5) Rehearsal of the disaster recovery plan.
(6) Cybersecurity education and promotion.
- Specific management plan and resources invested:
(1) Information equipment management
- Computer room equipment - Operation of servers and network connection equipment.
- Office equipment - Operation of personal computers and peripheral equipment.
(2) Data access management
- To maintain information security, implement control by department, job role, and work requirements, and monitor users for access violation events on a regular basis.
- The bank regularly checks account permissions, examines the mapping of account permissions to their users, and disposes of idle accounts.
(3) System backup and restoration management
- Install the NAS for data access, replication and backup.
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- The ERP system uses the backup function of the SQL software, and the backup and restore functions are tested regularly.
- The data system is fully protected in accordance with the 3-2-1 backup principle.
(4) Management of cybersecurity
- Update and scan personal computer anti-virus software regularly.
- The computer room is equipped with network firewall equipment, and IP addresses of phishing websites are added regularly to monitor the network to prevent malicious program intrusions.
- Regularly drill through the disaster recovery plan
- The Company joined the TWCERT information security information sharing organization and has established procedures for handling and reporting information security incidents.
- Cybersecurity awareness: The Information Technology Section of the Administration Division provides employees with cybersecurity awareness training periodically.
- Information security education and training on equipment inspection: On June 7, 2025, the e Information Technology Section of the Administration Division conducted an IT equipment inspection for all employees.
(5) Review and amend management practices: The Company regularly reviews its "Procedures for Information Security Policy and Risk Management Operations", and submits amendments to the Audit Committee and the Board of Directors for approval.
- Implementation results:
(1) The Administration Division serves as the dedicated information security unit for the Company. In 2025, the Company established a dedicated information security officer and a dedicated information security personnel, as required by regulations.
(2) The Company continues to implement information security and risk management, with regular inspections of system backup and equipment operation, and irregular information security promotions for employees. There were no information security hazards in 2025.
(3) When the Audit Office conducted the 2025 audit, no major deficiencies or information security incidents were found.
(4) The Risk Management Team reported on its operations and implementation to the Audit Committee and the Board of Directors on December 23, 2025, concerning risk issues and countermeasures.
(II) Losses, potential impacts, and countermeasures for major information security accidents in the most recent year and up to the date of publication of the annual report: None.
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VII. Important contracts
May 4, 2026
| Nature of contract | The contracting parties | Commencement dates and expiration dates | Major content | Restrictive clauses |
|---|---|---|---|---|
| Secured loan | Mega Bill Co., Ltd. | 2025.6.27~2026.6.27 | Taoyuan Qingshan Section | None |
| Short-term borrowings | Mega Bank | 2026.5.29~2027.5.28 | Credit loan | None |
| Secured loan | Mega Bank | 2026.5.29~2027.5.28 | Zhongshan Section #2, Zhongshan District | None |
| Secured loan | CTBC Bank | 2024.7.31~2030.1.31 | Zhongli Civil Sports Center Section #1 | None |
| Short-term borrowings | CTBC Bank | 2024.8.5~2030.2.5 | Zhongli Civil Sports Center Section #1 | None |
| Secured loan | E.SUN Commercial Bank | 2025.3.24~2031.3.24 | Beitou District, Xinzhoumei Section | None |
| Short-term borrowings | Mega Bank | Signed on July 9, 2025. | Linyi Section, Linkou District | None |
| Secured loan | Mega Bank | 2025.11.24~2031.11.23 | Shitan Section, Neihu District | None |
| Short-term borrowings | Mega Bank | 2026.3.9~2032.3.8 | Zhongli Civil Sports Center Section #2 | None |
| Agency contract | Puyi Advertising Co.,Ltd. | Signed on November 11, 2025 | Zhongli Civil Sports Center Section #1 | None |
| Agency contract | Puji Advertising Co., Ltd. | Signed on2026.1.14 | Beitou District, Xinzhou Mei Section | None |
| Project outsourcing | Basecom Telecommunication Co., Ltd. | 2019.5.3 | Optoelectronics zone development | None |
| Lease | Eneos Renewable Energy Contract No. 1 Solar Power Co., Ltd. | 2021.11.25 | Miaoli land lease | None |
Five. Review and analysis of the financial position, financial performance, and risks
I. Financial position
Analysis of significant changes in assets, liabilities and equity in the most recent two years:
Unit: NTD thousand
| Year Item | Year 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 1,768,999 | 1,836,383 | (67,384) | (3.67) |
| Financial assets at fair value through profit or loss- Non-current | 228 | 424 | (196) | (46.23) |
| Financial assets at fair value through other comprehensive income - non-current | 22,176 | 22,540 | (364) | (1.61) |
| Property, plant and equipment | 1,511 | 3,826 | (2,315) | (60.51) |
| Right-of-use assets | 2,359 | 5,200 | (2,841) | (54.63) |
| Investment property | 202,000 | 200,110 | 1,890 | 0.94 |
| Costs to fulfill contracts, non-current | 4,100 | - | 4,100 | 100.00 |
| Other financial assets - non-current | 925 | 1,004 | (79) | (7.87) |
| Total assets | 2,002,298 | 2,069,487 | (67,189) | (3.25) |
| Current liabilities | 348,676 | 858,066 | (509,390) | (59.36) |
| Non-current liabilities | 26,902 | 29,457 | (2,555) | (8.67) |
| Total liabilities | 375,578 | 887,523 | (511,945) | (57.68) |
| Capital | 1,349,705 | 1,049,705 | 300,000 | 28.58 |
| Capital surplus | 227,353 | 108,353 | 119,000 | 109.83 |
| Legal reserve | 7,085 | 4,320 | 2,765 | 64.00 |
| Undistributed earnings | 51,004 | 27,652 | 23,352 | 84.45 |
| Other equity interests | (8,427) | (8,066) | (361) | 4.48 |
| Total shareholder's equity | 1,626,720 | 1,181,964 | 444,756 | 37.63 |
| Explanation of significant changes (increase or decrease of 20% or more and amount exceeding $10 million). If the impact is significant, the future response plan shall be explained.1. Current liabilities: This was mainly due to the completion and handover of construction projects and a cash capital increase. The funds obtained were used to repay short-term borrowings and short-term bills payable.2. Total liabilities: For the same reason as stated above.3. Equity capital: This was mainly due to the issue of common shares through a cash capital increase in 2025.4. Capital surplus: This was mainly due to the premium generated from the issue of common shares through a cash capital increase in 2025.5. Unappropriated retained earnings: This was mainly due to the transfer of net profit after tax in 2025.6. Total equity: For the same reason as stated above.If the impact is significant, the future response plan shall be stated: There is no significant impact on the Company's financial operations. |
II. Financial performance
Main reasons for the significant changes in operating revenue, net operating income and net income before tax for the 2 most recent years, the possible impact on the Company's future financial operations and the corresponding plans:
Unit: NTD thousand
| Year Item | Year 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Operating revenue | 285,015 | 625,467 | (340,452) | (54.43) |
| Operating costs | 201,573 | 332,069 | (130,496) | (39.30) |
| Gross profit | 83,442 | 293,398 | (209,956) | (71.56) |
| Operating expenses | 56,167 | 92,669 | (36,502) | (39.39) |
| Net operating profit | 27,275 | 200,729 | (173,454) | (86.41) |
| Non-operating revenues and expenses | 2,638 | 110,429 | (107,791) | (97.61) |
| Net profit before income tax | 29,913 | 311,158 | (281,245) | (90.39) |
| Income tax expense | (3,796) | (10,202) | 6,406 | (62.79) |
| Net income for the period | 26,117 | 300,956 | (274,839) | (91.32) |
| Total comprehensive income for the current period | 25,756 | 303,827 | (278,071) | (91.52) |
| Net profit attributable to owners of the parent | 26,117 | 300,956 | (274,839) | (91.32) |
| Equity attributable to owners of the parent | 25,756 | 303,827 | (278,071) | (91.52) |
| The analysis of the changes of 20% or more between the two periods, and the changes amounting to NT$10 million, are as follows 1. Operating revenue, cost, and gross profit: This was mainly due to the fact that the revenue, costs, and gross profit recognized for the completion and handover of the song yong project in the previous period were higher than those recognized for the completion and handover of the pauian pau-garden project for the period. 2. Operating expenses: This was mainly due to the completion and handover of the song yong project in the previous period, which led to higher advertising and commission costs. 3. Operating profit: For the same reason as stated above. 4. Non-operating income and expenses: This was mainly due to higher gains from the disposal of shares in the TPEx-listed company (Falcon Machine) held in the previous period. 5. Income before tax, profit for the year, and total comprehensive income for the period: For the same reason as stated above. Potential impact on the company's future financial operations and its response plan: The Company will continue to develop and carry out construction projects to ensure the steady growth of its operations. |
III. Cash flow
(I) Cash flow of the year:
| Beginning cash balance | Net cash flow from operating activities | Cash inflow (outflow) for the year | Cash surplus (deficiency) amount | Remedial measures for cash deficiency | |
|---|---|---|---|---|---|
| Investment Plan | Financial Plan | ||||
| 682,956 | (312,034) | (294,926) | 388,030 | - | - |
(II) Analysis of changes in cash flows during the current year:
| Year Item | 2025 | 2024 | Increase (decrease) ratio and explanation | |
|---|---|---|---|---|
| % | Explanation | |||
| Operating activities | (312,034) | 284,177 | (209.80) | This was mainly due to the completion and handover of the Song Yong project in 2024, as well as profits realized from the sale investment of a TPEx-listed company (Falcon Machine). |
| Investment activities | (4,315) | (21,940) | (80.33) | Mainly due to the payment of the development cost of investment property in 2024. |
| Financing activities | 21,419 | 245,071 | (91.26) | In 2024, short-term borrowings and short-term bills payable were increased and the unredeemed balance of convertible bonds due was repaid to meet the needs of new construction projects. In addition, a cash capital increase was carried out and borrowings were repaid in 2025. |
| Effects of changes in foreign exchange rates | 4 | (26) | (115.38) | Impact of exchange rate changes on the consolidated financial statements of subsidiaries. |
| Net cash flows | (294,926) | 507,282 | (158.14) | The changes are as described above |
(III) Improvement plan for lack of liquidity: N/A
(IV) Cash flow analysis for the coming year:
| Beginning cash balance | Net cash flow from operating activities | Cash inflow (outflow) for the year | Cash surplus (deficiency) amount | Remedial measures for cash deficiency | |
|---|---|---|---|---|---|
| Investment Plan | Financial Plan | ||||
| 388,030 | (163,330) | (17,286) | 370,744 | - | - |
Explanation:
- Analysis of changes in cash flows during the for the coming year
(1) Operating activities: This was mainly due to cash outflow expected due to sales of land and investment in new construction projects.
(2) Investing activities: No significant investing activities are expected.
(3) Financing activities: This was mainly due to cash inflow (outflow) expected from land and construction financing and repayment of short-term loans.
- Remedial measures for estimated cash shortage and liquidity analysis: None.
IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year: nil
V. The company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:
- The company's reinvestment policy
The Company is focusing on its core construction business. To improve operations and enhance performance, in addition to continuously planning and developing new projects to increase profitability, the Company has also invested in developing businesses related to solar energy applications to enhance its competitiveness.
- The company's reinvestment policy for the most recent year (2025), the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
Unit: NTD thousand
| Reinvested enterprises | Shareholding | Reasons for the profits/losses | Plan for improvement | |
|---|---|---|---|---|
| Investee Profit and Loss of 2025 | Explanation | |||
| Better Life Green Energy Technology Co., Ltd. | 100% | (574) | Currently, the main business is the integration, development and planning of solar power generation sites, which is still in the start-up phase, and therefore a small loss is incurred. | The main business going forward will be the planning and evaluation of a solar power plant for the parent company's land development project in Miaoli. |
| Better Life Real Estate Co., Ltd. | 100% | (105) | The principal business activity of Better Life Real Estate is real estate agency There were no sales agency projects this year, resulting in a slight loss. | It is expected to be based on the Company's current and scheduled projects and market conditions to evaluate whether to undertake new projects. |
| Better Life Group Travel Service Co., Ltd. | 100% | (12) | The original objective of the establishment of Better Life Group Travel Service was focusing on the development of mini-three-links tourism-related business between Kinmen and Xiamen. However, because of being affected by the policy adjustments of the governments of Taiwan and the mainland China and the impact of Covid-19, such business is currently suspended. | None. |
| Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd. | 100% | (1,198) (RMB(267)) | Better Life Jinxia's rental business experienced losses due to poor economic conditions in mainland China, resulting in occupancy rates lower than expected. Despite subsequent adjustments to its rental business model, the business had not been able to generate profits. | The company completed the liquidation and deregistration procedures in February 2026. |
VI. Risks
(I) The effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:
The short-term borrowings of the Company and its subsidiaries are floating-rate debt. Therefore, fluctuations in market interest rates will cause the effective interest rates on short-term borrowings to change accordingly, which will result in fluctuations in future cash flows.
(II) The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:
The Company and its subsidiaries did not engage in high-risk, highly leveraged investments and derivative transactions in the recent year, and the Company has established "regulations governing loaning of funds" and "regulations governing endorsements/guarantees" for the Company's members to follow.
(III) Research and development work to be carried out in the future, and further expenditures expected for research and development work: no research and development plans and expenditures.
(IV) Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.
(V) Effect on the company's financial operations of developments in science and technology: None.
(VI) Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response: None.
(VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: None.
(VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: None.
(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken: None.
(X) Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: None.
(XI) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None.
(XII) Major litigious events, non-litigious events, or administrative remedies with confirmed verdicts in recent years and by the date of report publication or in progress by the date of report publication of directors,
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supervisors, presidents, actual principals, and shareholders holding over 10% of the stake of the company, subsidiaries, or affiliates, with results that may cause significant impact to the rights and interests of shareholders or the stock price, then their fact in dispute, contract value, trial start date, parties concerned, and the status as of the date of report publication shall be stated: None.
(XIII) Other important risks, and mitigation measures being or to be taken: None.
VII. Other important matters: None.
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Six. Special items to be included
I. Information related to the company's affiliates:
(1) Organizational Chart of Affiliates

(Note): The Xiamen subsidiary completed the liquidation and deregistration procedures in February 2026.
(2) Information of each affiliated company
Unit: NTD thousand
| Company Name | Date of incorporation. | Address | Paid-in capital (contribution) | Main business or products |
|---|---|---|---|---|
| Better Life Green Energy Technology Co., Ltd. | October 2009 | 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City | 91,000 | Solar energy applications |
| Better Life Real Estate Co., Ltd. | July 2015 | 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City | 80,000 | Marketing agency for the sale of real estate |
| Better Life Group Travel Service Co., Ltd. | March 2018 | 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City | 9,000 | Travel agency |
| Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd. (Note) | October 2017 | Unit 2101, No.69, Tainan Road, Siming District, Xiamen | 38,345 (USD 1,220) | Tourism management service and real estate leasing |
(Note): The Xiamen subsidiary completed the liquidation and deregistration procedures in February 2026.
(3) Companies presumed to have a relationship of control and subordination: None
(4) The industries covered by the business operated by the affiliates overall: The Company's entire affiliates' businesses cover industries such as real estate agency, land development, urban renewal, sales and leasing of land and buildings, solar energy-related businesses, travel agency, management services, etc.
(5) Information on directors, supervisors and general managers of the affiliates.
Unit: share; dollar; %
| Company Name | Title | Name or delegate | Shareholding | |
|---|---|---|---|---|
| No. of shares (capital contribution) | Shareholding (capital contribution) ratio | |||
| Better Life Green Energy Technology Co., Ltd. | Chairman | Better Life Group Co., Ltd. Delegate: Lin Jui-Shan | 9,100,000 shares | 100% |
| Better Life Real Estate Co., Ltd. | Chairman | Better Life Group Co., Ltd. Delegate: Lin Jui-Shan | 8,000,000 shares | 100% |
| Better Life Group Travel Service Co., Ltd. | Chairman | Better Life Group Co., Ltd. Delegate: Lin Jui-Shan | NT$9,000 thousand | 100% |
| Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd. (Note) | Delegate | Chen, Hsueh-Chien | NT$38,345 thousand (USD 1,220 thousand) | 100% |
(Note): The Xiamen subsidiary completed the liquidation and deregistration procedures in February 2026.
(6) Overview of the operations of each affiliate (FY2025)
Unit: NTD thousand
| Company Name | Capital | Total assets | Total liabilities | Net value | Operating revenue | Operating profit | Profit(loss) for the period (After tax) | Earnings per share ($) after tax |
|---|---|---|---|---|---|---|---|---|
| Better Life Green Energy Technology Co., Ltd. | 91,000 | 12,966 | 4,849 | 8,117 | 8,720 | (583) | (574) | (0.06) |
| Better Life Real Estate Co., Ltd. | 80,000 | 14,396 | 173 | 14,223 | - | (246) | (105) | (0.01) |
| Better Life Group Travel Service Co., Ltd. | 9,000 | 1,707 | 20 | 1,687 | - | - | (12) | |
| Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd. (Note) | 38,345 (USD 1,220) | 50 | - | 50 | - | (6) | (1,198) |
(Note): The Xiamen subsidiary completed the liquidation and deregistration procedures in February 2026.
(7) Please refer to the Market Observation Post System for the consolidated financial statements of affiliates and other relevant information.
https://mopsov.twse.com.tw/mops/web/t57sb01_q10
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II. Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
III. Other matters that require additional description: None.
IV. Any matter which has had a significant impact on shareholders rights or the price for the securities referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent year or during the current year up to the date of publication of the annual report: None.
Better Life Group Co., Ltd.
Chairman: Lin Jui-Shan


實
貨幣建設
BETTER LIFE GROUP