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BRIGHT — Annual Report 2025
May 20, 2026
52264_rns_2026-05-20_d150d105-9733-439e-b549-729ea7deb34f.pdf
Annual Report
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TSE: 3031

SINCE 1981
BRIGHT LED ELECTRONICS CORP.
Annual Report 2025
BRTLED annual report is available on: http://mops.twse.com.tw
https://www.brtled.com
Date of Publication: April 30, 2026
Notice to readers:
In case of any discrepancy between the English version and the Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.
BRTLED Spokesperson and Acting Spokesperson:
Spokesperson: Hsin-Pei Liao
Title: Director of Operational Management Office
TEL : (02)2959-1090
E-mail : [email protected]
Acting Spokesperson: Mei-Lien Lin
Title: Director of Financial Management Office
TEL : (02)2959-1090
E-mail : [email protected]
Corporate Headquarter:
Address: 2, 3F, No. 19-25, Heping Rd., Banqiao Dist., New Taipei City, Taiwan, R.O.C.
TEL : (02)2959-1090
Common Share Transfer Agent and Registrar:
The Transfer Agency Department of Chinatrust Commercial Bank
Address: 5F, 83, Sec. 1, Chung-Ching S. Rd.,
Taipei, Taiwan, R.O.C
TEL : (02)6636-5566
Website : https://www.ctbcbank.com
Independent Auditors:
Certified public accountants: Sinney Kuo and Astor Kou
Accounting firm: KPMG Taiwan
Address: 68F, Taipei 101 Tower, No.7, Sec.5, Xinyi Road, Taipei, Taiwan
R.O.C 11049
TEL : (02)8101-6666
Website : https://www.kpmg.com.tw
Name of any exchanges where BRTLED's securities are traded offshore and the method by which to access information on said offshore securities: N/A
BRTLED official website: https://www.brtled.com
Page
- Letter to Shareholders ---4
- Corporate Governance ---7
2.1 Information regarding BRTLED’s Board of Directors, President, Vice president and Associate Vice President
2.2 Status of corporate governance
2.3 Information regarding BRTLED independent accountants
2.4 Rotation of independent accountants
2.5 Information regarding Chairman, President, CFO or Managers regarding Finance and Accounting, and independent auditors.
2.6 Any transfer of equity interests and/or pledge of or change in equity interests by a director, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
2.7 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.
2.8 The total number of shares and total equity stake held in any single enterprise by the company, its directors, managers, and any companies controlled either directly or indirectly by the company - Capital and Shares ---62
3.1 Capitalization
3.2 List of major shareholders
3.3 Dividend policy and implementation status
3.4 The impact of the proposed bonus shares at the shareholders' meeting on the company's operating performance and earnings per share
3.5 Compensation of employees, directors and supervisors
3.6 Status of share buyback
3.7 Issuance of corporate bonds
3.8 Preferred shares
3.9 Issuance of overseas depository receipts
3.10 Status of employee Stock Option Plan
3.11 Status of employee restricted stock
3.12 Status of M&A or transfer of new shares issued by other companies
3.13 Financing plans and implementation - Operational Highlights ---65
4.1 Business activities
4.2 Summaries of market, production and sales
4.3 Overview of employees in the past two years
4.4 Expenditures for environmental protection
4.5 Labor relation
4.6 Information security management
4.7 Important contracts - Financial Analysis and Risk Management ---79
5.1 Financial status analysis
5.2 Business performance analysis
5.3 Cash flows analysis
5.4 The effect of major capital expenditures during the most recent fiscal year on company’s finance and business operations
5.5 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 fiscal year
5.6 Risk management and evaluation
5.7 Other important matter - Subsidiaries Information and Other Special Notes ---84
6.1 Information related to the company’s affiliates
6.2 Status of a private placement of securities during the most recent fiscal year or the current fiscal year up to the date of printing of annual report
6.3 Holding or disposal of the company shares by the company’s subsidiaries during the most recent fiscal year or the current fiscal year up to the date of printing of annual report
6.4 Other matters that require additional disclosure - Any matter that set forth in Subparagraph 2, Paragraph 2, Article 36 of the Securities and Exchange Act, which might produce material impact on shareholders’ equity or the price of the company’s securities, has occurred during the most recent fiscal year or the current fiscal year up to the date of printing of annual report
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1. Letter to Shareholders
Dear Shareholders
Compared with 2024, 2025 has been marked by global political and economic instability and a weak consumer market. Overall operations in 2025 remained on par with the previous year, and the company stayed profitable. However, many uncertainties persist, including geopolitical tensions, domestic and international inflation, and a slowdown in business activities. To address these unfavorable macroeconomic conditions, Bright LED Electronics Corp. has actively adjusted its corporate structure in recent years and implemented lean management practices. Through cost reductions and an increased focus on high value-added products, the company has maintained profitability this year. In the future, the company aims to sustain profitability amid an increasingly volatile and unpredictable environment.
In 2025, supported by a stable gross margin, the company's overall profitability remained steady. Moving forward, the company will continue to develop products across multiple application fields, enhance added value, expand into diverse industries, and provide customers with more one-stop services and customized solutions.
2025 Result
In 2025, our consolidated revenue totaled NT$1,141,998 thousand dollars, decrease of 3 percent over NT$1,177,756 thousand dollars in 2024. Consolidated net income totaled NT$185,854 thousand dollars, a close to NT$185,391 thousand dollars in 2024. Net income attributed to the parent company totaled NT$188,618 thousand dollars, a close to NT $188,712 thousand dollars in 2024.
Financial Performance (based on consolidated Financial Statements)
| 2025 | 2024 | ||
|---|---|---|---|
| Financial structure | Debt ratio (%) | 15.21 | 14.73 |
| Long term capital ratio (%) | 926.05 | 835.06 | |
| Profitability | ROA (%) | 5.28 | 5.08 |
| ROE (%) | 6.13 | 5.91 | |
| EBIT over paid-in capital (%) | 14.47 | 12.91 | |
| Profit margin (%) | 16.27 | 15.72 | |
| EPS (NT$ dollar) | 1.09 | 1.05 |
Budget Execution Status
The Company has not disclosed financial forecasts for the year 2025, and therefore, there is no need to disclose the budget execution status.
5
Technological Developments
In 2026, we continued to work on LED projects with special specifications, multiple chips and multiple wavelengths, which are mainly used in medical, automotive and aerospace fields. In addition, the results of the previous phased development of the photo relay are on schedule and continuing with the current project. In addition, future experiments will be conducted on certain materials, with the aim of achieving product differentiation through the development of material properties.
Not just research and development related to products, Bright LED Electronics Corp. has also been optimizing the process and manufacturing in recent years. For instance, improving machinery and equipment to achieve more efficient manufacture, increasing the proportion of automation to reduce direct manpower, and etc. At present, relevant improvement projects and manufacturing projects have initially completed phased development, and follow-up benefits and experimental tests are carried out continuously.
Finally, with regard to smart city concept, due to the popularity of street lamps in Taiwan, be-sides lighting, there are many additional applications can be attached. Smart street lighting are mainly designed and installed with controllers, sensors and other components so that the street lighting can have more functional services attached, at the same time reducing the original costs of building a base for these functions. For example, with wireless transmission attached, when the lamp fails, the controller can directly detect and report to the control center and call for maintenance. Various types of environmental monitoring can be attached using multiple sensors, which to detect harmful gases, noise, PM2.5, wind speed, wind direction, temperature, humidity, and etc., to report back to the control center and to alert the public. The lamp itself can also use the lighting sensors to detect ambient lights periodically and automatically adjust lamp's brightness to meet comfort for vision without wasting power. In addition to the above intelligent functions, street lighting may support connections between 4G/5G transmitters as miniature base stations in the future or can possibly support and cooperate with other fields like vehicle charging, and etc. The follow-up project plans are in progress.
Summary, corporate development, and outlook affected by external competition, regulatory environment and overall operation strategy
Looking forward to business plan of 2026, in addition to the existing mass-produced application products' qualities and functions, including smart home applications, security and surveillance control, aviation and transportation electronic applications, computer-related applications, sensing applications, lighting applications, and etc., which will continue to be upgraded, Bright LED Electronics also urges to provide customers with new solutions to meet the needs of customization and differentiation, and to increase the added value of products and to continuously accelerate the progress of cases with special
specifications in order to expand more special markets. From January 2026 to the present, geopolitical conflicts and their sensitivities continue to persist. The overall global economic outlook for 2026 remains uncertain, with ongoing factors such as inflation continuing to have an impact. Based on the company's current forecast, it is expected that the overall performance for 2026 will be comparable to the previous year, with a slight rebound of around 1% to 5%.
The company's performance in early 2026 showed a slight improvement compared to 2025, due to factors such as the holiday season and customer expectations. After the second quarter, the Company will continue to strengthen risk control, improve internal management and strengthen the company's response ability. In view of external factors such as health environment and unpredictable risks of international policies, the company's business model continues to move towards lean management, while implementing intelligent manufacturing and accelerating the improvement of production processes and operating models to diversify risks and accelerate the company's response and adaptation capability which we believe will lead Bright LED Electronics corp. to sustainably develop and survive in this turbulent and uncertain generation.
We sincerely thank you for your continued support towards BRTLED. We uphold our integrity to operate business and implement plans towards goals to live up to your expectations and supports. Finally, we wish you good health and great fortune in 2026.
Chairman: Tsung-Jen Liaw
CEO: Tsung-Jen Liaw
Accounting Manager: Mei-Lien Lin
2. Corporate Governance
2.1 Information regarding BRTLED’s Board of Directors, President, Vice President and Associate Vice Presidents
2.1.1 Information regarding Board Members
As of 4/10/2026
| Title | Nationality or Place of Registration | Name | Gender Age | Date Elected | Term | Date First Elected | Shareholding When Elected | Current Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Directors Who are Spouses or within Second-degree Relative of Consanguinity to Each Other | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Chairman/ President (Note) | R.O.C | Tsung-Jen Liaw 70 yrs old above | M | 2022.06.06 | 3yrs | 1981.06.01 | 21,062,417 | 12.16 | 21,062,417 | 12.16 | 5,766,547 | 3.33 | 0 | - | Director Director | Shu-June Wang Hsin-Pei Liao | Spouse Daughter |
| Director | R.O.C | Shu-June Wang 70 yrs old above | F | 2022.06.06 | 3yrs | 2000.06.09 | 5,766,547 | 3.33 | 5,766,547 | 3.33 | 21,062,417 | 12.16 | 0 | - | Director Director | Tsung-Jen Liaw Hsin-Pei Liao | Spouse Daughter |
| Director | R.O.C | Chi-Chia Hsieh 70 yrs old above | M | 2022.06.06 | 3yrs | 2008.06.13 | 0 | - | 0 | - | 0 | - | 0 | - | N/A | N/A | N/A |
| Director | R.O.C | Hsin-Pei Liao 30~39 yrs old | F | 2022.06.06 | 3yrs | 2016.06.08 | 3,347,333 | 1.93 | 3,347,333 | 1.93 | 96,000 | 0.06 | 0 | - | Director Director | Tsung-Jen Liaw Shu-June Wang | Father Mother |
| Corporate Director | R.O.C | Wan-Hsu Investment Co., Ltd | - | 2022.06.06 | 3yrs | 2000.06.09 | 27,378,397 | 15.81 | 27,378,397 | 15.81 | - | - | - | - | - | - | - |
| R.O.C | Representative-Po-Yuan Lin 40~59 yrs old | M | 2018.07.31 | 2,291,596 | 1.32 | 2,291,596 | 1.32 | 0 | - | - | - | N/A | N/A | N/A | |||
| Independent Director | R.O.C | Ming-Chang Huang 70 yrs old above | M | 2022.06.06 | 3yrs | 2016.06.08 | 0 | - | 0 | - | 0 | - | 0 | - | N/A | N/A | N/A |
| Independent Director | R.O.C | Chwen-Shell Ho 50~69 yrs old | F | 2022.06.06 | 3yrs | 2016.06.08 | 0 | - | 0 | - | 0 | - | 0 | - | N/A | N/A | N/A |
| Independent Director | R.O.C | Cheng-Yi Lin 50~69 yrs old | M | 2022.06.06 | 3yrs | 2022.06.06 | 0 | - | 0 | - | 0 | - | 0 | - | N/A | N/A | N/A |
| Independent Director | R.O.C | Chih-Yuan Chang 70 yrs old above | M | 2022.06.06 | 3yrs | 2022.06.06 | 0 | - | 0 | - | 0 | - | 0 | - | N/A | N/A | N/A |
Note: The current chairman and president of the company are the same person due to the dramatic changes in industry in recent years. In order to improve the efficiency of the implementation of operating policies, it is necessary to unify the authorities at present. The company is also actively seeking successor of the president and the appointment will be conducted at an appropriate time.
| Title | Name | Education/ Experience | Current positions |
|---|---|---|---|
| Chairman/President | Tsung-Jen Liaw | Bachelor Degree in Physics, Chung Yuan Christian University, Taiwan. | 1. Director, Wan Hui (HK) Company 2. Director, Li Sheng (HK) Int'l Company 3. Director, AB Corp. 4. Corporate Director, KoBrite Corp. 5. Corporate Director, Powertip Image Corp. 6. Chairman, KoBrite Corp. 7. Director, Bright Crystal Company Limited 8. Director, Henan Bright Crystal Compnay Limited |
| Director | Shu-June Wang | Ching Kuo Institute of Management and Health, Taiwan. | |
| Director | Chi-Chia Hsieh | Ph.D. in Electrical Engineering, University of Santa Clara, USA. | 1. Director, Radio Comp Aps Inc. 2. Director, Microelectronics Technology Inc. 3. Chairman, Jupiter Network Corp 4. Independent Director, Innolux 5. Director, Advanced Wireless Semiconductor Company 6. Director, Bright Crystal (Henan) Company Limited 7. Chairman, Welltop Technology Co., Ltd. 8. Corporate Director, The Taiwan Cement Corporation 9. Director, Bright Crystal Company Limited 10. Director, TCM 11. Director, Taicom Capital Limited 12. Corporate Director, Jupiter Technology (Wuxi) Co., Ltd. |
| Director | Hsin-Pei Liao | Bachelor drgree in Finance, University of Alberta, Canada. | 1. Corporate Director, Powertip Image Corp. 2. Corporate Director, Powertip Technology Corp. 3. Director, KoBrite Corp. |
| Director | Representative of Wan-Hsu Investment Co., Ltd.: Po-Yuan Lin | Ph.D. in Materials Science and Engineering, Case Western Reserve University, USA. Sr. Process Engineer, AC Pro-pulsion | 1. Corporate Director, Powertip Technology Corp. |
| Independent Director | Ming-Chang Huang | Ph.D. in Physics, Univeristy of Florida, USA. Dean of the College of Science, Chung Yuan Christian University. | N/A |
| Independent Director | Chwen-Shell Ho | Ph.D. in Physics, North Dakota State University, USA. Chairman of Department of Physics, Chung Yuan Christian University. | N/A |
|---|---|---|---|
| Independent Director | Cheng-Yi Lin | Bachelor degree in Accounting, National Chung Hsing University, Taiwan | 1. Representative, Li Liu Accounting Firm 2. Independent Director, Tah Tong Textile.Co.,Ltd. |
| Independent Director | Chih-Yuan Chang | MBA, Saginaw Valley State University, USA. Bachelor degree in Industrial Engineering and Systems Management, Feng Chia University, Taiwan. | 1. Conference Director, The Allied Association for Science Park Industries, Taiwan. 2. Independent Director, Action Electronics Co. Ltd 3. Independent Director, GreenRock Energy Co., Ltd |
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2.1.2. Information of Corporate Shareholder
(a) Major Shareholders of BRTLED’s Corporate Shareholders
As of 4/10/2026
| Name of corporation | Major shareholders | % |
|---|---|---|
| Wan-Hsu Investment Co., Ltd | Tsung-Jen Liaw | 35.00% |
| Shu-June Wang | 17.50% | |
| Ju-Ching Liao | 18.50% | |
| Chung-Yao Lin | 16.00% | |
| Ju-Hao Liao | 8.00% | |
| Chung-Chun Lin | 2.50% | |
| Jui-Lan Lin | 2.50% |
(b) Major Corporate Shareholders of BRTLED’s Corporate Shareholders
As of 4/30/2023
| Name of corporations | Major corporate shareholders |
|---|---|
| N/A | N/A |
2.1.3. Eligibilities and Independence of Board Members
| Title | Name | Professional qualification and experience | Independence situation | Number of concurrent independent directors of other public companies |
|---|---|---|---|---|
| Director | Tsung-Jen Liaw | 1. Work experience required for business, legal affairs, finance, accounting or corporate business. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | Not applicable | Not applicable | ||
| Director | Shu-June Wang | 1. Work experience required for business, legal affairs, finance, accounting or corporate business. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | Not applicable | Not applicable | ||
| Director | Chi-Chia Hsieh | 1. Work experience required for business, legal affairs, finance, accounting or corporate business. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | Not applicable | Not applicable | ||
| Director | Hsin-Pei Liao | 1. Work experience required for business, legal affairs, finance, accounting or corporate business. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | Not applicable | Not applicable | ||
| Corporate director representative | Po-Yuan Lin | 1. Work experience required for business, legal affairs, finance, accounting or corporate business. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | Not applicable | Not applicable | ||
| Independent director | Cheng-Yi Lin | 1. Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examinations required by the company's business and obtained certificates. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | 1. I, my spouse, and relatives within the second degree do not serve as directors, supervisors or employees of the company or its affiliated companies or companies that have a specific relationship with the company, or hold any shares of the company. | |||
| 2. In the last 2 years, there has been no remuneration for providing business, legal, financial, accounting and other services to the company or its affiliates. | 0 | |||
| Independent director | Chih-Yuan Chang | 1. Work experience required for business, legal affairs, finance, accounting or corporate business. | ||
| 2. Details of relevant experiences refer to page 6. | ||||
| 3. No circumstances under Article 30 of the Company Law. | 1. I, my spouse, and relatives within the second degree do not serve as directors, supervisors or employees of the company or its affiliated companies or companies that have a specific relationship with the company, or hold any shares of the company. | |||
| 2. In the last 2 years, there has been no remuneration for providing business, legal, financial, accounting and other services to | 0 |
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| Title | Name | Professional qualification and experience | Independence situation | Number of concurrent independent directors of other public companies |
|---|---|---|---|---|
| the company or its affiliates. | ||||
| Independent director | Ming-Chang Huang | 1. Lecturers of relevant departments required by the company's business in public and private colleges and universities.2. Details of relevant experiences refer to page 6.3. No circumstances under Article 30 of the Company Law. | 1. I, my spouse, and relatives within the second degree do not serve as directors, supervisors or employees of the company or its affiliated companies or companies that have a specific relationship with the company, or hold any shares of the company.2. In the last 2 years, there has been no remuneration for providing business, legal, financial, accounting and other services to the company or its affiliates. | 0 |
| Independent director | Chwen-Shell Ho | 1. Lecturers of relevant departments required by the company's business in public and private colleges and universities.2. Details of relevant experiences refer to page 6.3. No circumstances under Article 30 of the Company Law. | 1. I, my spouse, and relatives within the second degree do not serve as directors, supervisors or employees of the company or its affiliated companies or companies that have a specific relationship with the company, or hold any shares of the company.2. In the last 2 years, there has been no remuneration for providing business, legal, financial, accounting and other services to the company or its affiliates. | 0 |
2.1.4. Diversification of Board of Directors
1. Diversity policy of the Board:
The Company's "Regulations on Election of Directors" stipulates that members of the board of directors should generally possess the knowledge, skills and qualities necessary to perform their duties, and they should be selected accordingly. The selection and appointment of directors of the Company shall take the overall configuration of the board of directors into account. The members of the board of directors shall generally possess the necessary knowledge, skills and qualities to perform their duties, and their overall abilities shall be as follows:
a. Operational judgment ability
b. Accounting and financial analysis skills.
c. Operation and management ability.
d. Crisis handling capacity.
e. Industry knowledge.
f. International market view
e. Leadership
g. Decision making ability
2. Implementation of the Board Diversity Policy:
Not only considering various needs such as the company's operational structure, business development direction, and future development trends, and evaluating various aspects of diversification, the company also pays attention to gender equality in the composition of the board of directors, and the target ratio of female directors is over $20\%$ . There are currently 9 directors, including 3 female directors, with a ratio of $33\%$ . The relevant implementation is as follows:
a. The company's diversity policy objectives include more than two female directors, more than one seat with professional background in financial accounting, and more than half of
the seats in related industry knowledge fields.
b. The board members of the Company (20th term) have complied with the Company's Board Diversity Policy.
| Title | Name | Gender | Professional qualifications and experience | |||
|---|---|---|---|---|---|---|
| Management | Industry knowledge | Leadership | Finance/ Accounting | |||
| Director | Tsung-Jen Liaw | Male | V | V | V | |
| Director | Shu-June Wang | Female | V | |||
| Director | Chi-Chia Hsieh | Male | V | V | V | |
| Director | Hsin-Pei Liao | Female | V | V | V | |
| Corporate director representative | Po-Yuan Lin | Male | V | V | V | |
| Independent director | Cheng-Yi Lin | Male | V | V | V | |
| Independent director | Chih-Yuan Chang | Male | V | V | ||
| Independent director | Ming-Chang Huang | Male | V | V | ||
| Independent director | Chwen-Shell Ho | Female | V | V |
2.1.5. Independence of Board of Directors
- The Company's (20th) Board of Directors has a total of 9 members, including 4 independent directors.
- The relationship between the directors, or between directors' spouses or relatives within the second degree of kinship shall comply with the provisions of Article 26-3, Items 3 and 4 of the Securities and Exchange Act.
| Title | Name | Employme nt | Other directors who are related to each other by spouse or within the second degree of kinship | Note | ||
|---|---|---|---|---|---|---|
| Title | Name | Relationship | ||||
| Chairman and President | Tsung-Jen Liaw | Yes | Director Director | Shu-June Wang Hsin-Pei Liao | Spouse Father and daughter | |
| Director | Shu-June Wang | No | Director Director | Tsung-Jen Liaw Hsin-Pei Liao | Spouse Mother and daughter | |
| Director | Chi-Chia Hsieh | No | N/A | N/A | N/A | |
| Director | Hsin-Pei Liao | Yes | Director Director | Tsung-Jen Liaw Shu-June Wang | Father and daughter Mother and daughter | |
| Corporate director representative | Po-Yuan Lin | No | N/A | N/A | N/A | |
| Independent director | Cheng-Yi Lin | No | N/A | N/A | N/A | |
| Independent director | Chih-Yuan Chang | No | N/A | N/A | N/A | |
| Independent director | Ming-Chang Huang | No | N/A | N/A | N/A | |
| Independent director | Chwen-Shell Ho | No | N/A | N/A | N/A |
2.1.6 Information regarding Management Team
As of 04/10/2026
| Title | Nationality | Name | Gender | On-board Date | Shareholding | Spouse & Minor | Shareholding by Nominee Arrangement | Education/ Experience | Current positions | Managers Who are Spouses or within Second-degree Relative of Consanguinity to Each Other | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||
| Chairman/President | R.O.C | Tsung-Jen Liaw | M | 06/01/1981 | 21,062,417 | 12.16 | 5,766,547 | 3.33 | 0 | - | Bachelor Degree in Physics, Chung Yuan Christian University, Taiwan. | 1. Chairman, Wan-Hsu Investment Co., Ltd | |||
| 2. Director, Yi-Run Investment Co., Ltd | |||||||||||||||
| 3. Director, Wan Hui (HK) Company | |||||||||||||||
| 4. Director, Li Sheng (HK) Int'l Company | |||||||||||||||
| 5. Corporate Director, New Future Capital Ltd. | |||||||||||||||
| 6. Director, AB Corp. | |||||||||||||||
| 7. Corporate Director, KoBrite Corp. | |||||||||||||||
| 8. Corporate Director, Powertip Technology Corporation | |||||||||||||||
| 9. Corporate Director, Powertip Image Corp. | |||||||||||||||
| 10. Corporate Director, WK Technology Fund IX Ltd. | |||||||||||||||
| 11. Chairman, KoBrite Corp. | |||||||||||||||
| 12. Corporate Director, Foxfortune Technology Ventures Limited | Head of Corporate Governance and Chief Sustainability Officer | Hsin-Pei Liao | Father/daughter | ||||||||||||
| Head of Corporate Governance and Chief Sustainability Officer | R.O.C | Hsin-Pei Liao | F | 08/11/2022 | 3,347,333 | 1.93 | 96,000 | 0.06 | 0 | - | Bachelor degree in Finance, University of Alberta, Canada. | 1. Corporate Director, Powertip Image Corp. | |||
| 2. Corporate Director, Powertip Technology Corp. | |||||||||||||||
| 3. Director, KoBrite Corp. | Chairman/President | Tsung-Jen Liaw | Father/daughter | ||||||||||||
| Vice President | R.O.C | Lin-Lin Chen | M | 01/07/2014 | 99,531 | 0.06 | 0 | - | 0 | - | Bachelor Degree in Mechanical Engineering, Chinese Culture University, Taiwan. | N/A | N/A | N/A | N/A |
| Associate VP | R.O.C | Ming-Kuei Yu | M | 04/11/2013 | 0 | - | 0 | - | 0 | - | Master Degree in Graduate Institute of Automation and Control, National Taiwan University of Science and Technology, Taiwan. | N/A | N/A | N/A | N/A |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Associate VP | R.O.C | Wei-Cheng Chen | M | 10/01/2017 | 218,296 | 0.13 | 0 | - | 0 | - | Bachelor Degree in Accounting, Fu Jen Catholic University, Taiwan. | N/A | N/A | N/A | N/A |
| Associate VP | R.O.C | Hsiao-Yen Chang | M | 10/01/2017 | 111,000 | 0.06 | 0 | - | 0 | - | Bachelor Degree in Electrical Engineering, Da-Yeh University, Taiwan. | N/A | N/A | N/A | N/A |
| Associate VP | R.O.C | Ying-Chen Hsiao | F | 10/01/2017 | 211,930 | 0.12 | 3,151 | 0.00 | 0 | - | Bachelor Degree in International Business, National Chengchi University, Taiwan. | N/A | N/A | N/A | N/A |
| Associate VP | R.O.C | Po-Yuan Lin | M | 09/01/2022 | 2,291,596 | 1.23 | 0 | - | 0 | - | Ph.D. in Materials Science and Engineering, Case Western Reserve University, USA. | N/A | N/A | N/A | N/A |
| Financial manager | R.O.C | Mei-Lien Lin | F | 03/13/2015 | 66,000 | 0.04 | 0 | - | 0 | - | Bachelor Degree in Accounting, Fu Jen Catholic University, Taiwan. | N/A | N/A | N/A | N/A |
Note: The company's current chairman and general manager are the same person, because the industry has undergone drastic changes in recent years, and in order to improve the efficiency of operating policy implementation, it is necessary to unify the current authority. More than half of the company's board of directors are non-employees, and there are four independent directors. The board of directors can exercise its powers objectively and independently, which is in line with the principles of corporate governance.
2.1.7 Compensation Paid to Directors, President, and Vice President
- Compensation Paid to Directors (including Independent Directors)
Unit: NT$ thousands
| Title | Name | Director's remuneration | Total (A+B+C+D) as a % of yearly net income | Directors who are also employees of BRTLED or of other consolidated entities | Total (A+B+C+D) +E+F +G) as a % of yearly net income | Compensation from Non-consolidated affiliates | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) | Severance pay and pensions (B) | Compensation to Directors (C)(Note) | Allowances (D) | Base compensation, bonuses and allowances (E) | Severance pay and pensions (F) | Employee profit sharing bonuses (G) (Note) | ||||||||||||||||
| From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | |||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Tsung-Jen Liaw | 60 | 60 | 0 | 0 | 1,849 | 1,849 | 0 | 0 | 1.01 | 1.01 | 5,381 | 5,381 | 0 | 0 | 6,600 | 0 | 6,600 | 0 | 7.36 | 7.36 | N/A |
| Director | Shu-June Wang | 60 | 60 | 0 | 0 | 925 | 925 | 0 | 0 | 0.52 | 0.52 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.52 | 0.52 | N/A |
| Director | Chi-Chia Hsieh | 60 | 60 | 0 | 0 | 925 | 925 | 0 | 0 | 0.52 | 0.52 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.52 | 0.52 | N/A |
| Director | Hsin-Pei Liao | 70 | 70 | 0 | 0 | 925 | 925 | 0 | 0 | 0.53 | 0.53 | 1,407 | 1,407 | 0 | 0 | 1,100 | 0 | 1,100 | 0 | 1.86 | 1.86 | N/A |
| Director | Wan-Hsu Investment Co.,Ltd. | 0 | 0 | 0 | 0 | 925 | 925 | 0 | 0 | 0.49 | 0.49 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.49 | 0.49 | N/A |
| Representative: Po-Yuan Lin | 60 | 60 | 0 | 0 | 0 | 0 | 0 | 0 | 0.03 | 0.03 | 1,747 | 1,747 | 0 | 0 | 1,100 | 0 | 1,100 | 0 | 1.54 | 1.54 | N/A | |
| Independent Director | Ming-Chang Huang | 430 | 430 | 0 | 0 | 0 | 0 | 0 | 0 | 0.23 | 0.23 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.23 | 0.23 | N/A |
| Independent Director | Chwen-Shell Ho | 420 | 420 | 0 | 0 | 0 | 0 | 0 | 0 | 0.22 | 0.22 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.22 | 0.22 | N/A |
| Independent Director | Cheng-Yi Lin | 430 | 430 | 0 | 0 | 0 | 0 | 0 | 0 | 0.23 | 0.23 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.23 | 0.23 | N/A |
| Independent Director | Chih-Yuan Chang | 420 | 420 | 0 | 0 | 0 | 0 | 0 | 0 | 0.22 | 0.22 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.22 | 0.22 | N/A |
| In addition to the disclosure above, the compensation received by the company directors for providing services to all companies noted in the financial report in the most recent year: 0 |
Note : The compensation distribution of employees and directors in 2025 was NT $22,188,198and NT $5,547,049, respectively.
Calculation of the amount to be issued this year is based on the ratio of the actual amount of allotment in the previous year.
2. Compensation Paid to President and Vice President
Unit: NT$ thousands
| Title | Name | Base compensation (A) | Severance pay and pensions (B) | Bonuses and allowances (C) | Employees profit sharing bonus(D) (Note 1) | Total (A+B+C+D) as a % of yearly net income | Amount of employee stock option certificates obtained | Issuance of new restricted shares for subscription by employees | Compensation from Non-consolidated affiliates | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | From BRTLED | From all consolidated entities | |||||
| Cash | Stock | Cash | Stock | |||||||||||||||
| President | Tsung-Jen Liaw | 2,922 | 2,922 | 0 | 0 | 2,459 | 2,459 | 6,600 | 0 | 6,600 | 0 | 6.35 | 6.35 | 0 | 0 | 0 | 0 | N/A |
| Vice President | Lin-Lin Chen | 1,485 | 1,485 | 91 | 91 | 720 | 720 | 2,800 | 0 | 2,800 | 0 | 2.70 | 2.70 | 0 | 0 | 0 | 0 | N/A |
Note: The compensation distribution for employees and directors and supervisors in 2025 was NT $22,188,198. Calculation of the amount to be issued this year is based on the ratio of the actual amount of allotment in the previous year.
3. Allocation of Employees Profit Sharing Bonus to Management team
Unit: NT$ thousands
| Title | Name | Amount of stock dividends | Amount of cash dividends (Note) | Total | Total as a % of yearly net income | |
|---|---|---|---|---|---|---|
| Management team | President | Tsung-Jen Liaw | 0 | 14,210 | 14,210 | 7.53% |
| Head of Corporate Governance and Chief Sustainability Officer | Hsin-Pei Liao | |||||
| Vice President | Lin-Lin Chen | |||||
| Associate VP | Ming-Kuei Yu | |||||
| Associate VP | Wei-Cheng Chen | |||||
| Associate VP | Hsiao-Yen Chang | |||||
| Associate VP | Ying-Chen Hsiao | |||||
| Associate VP | Po-Yuan Lin | |||||
| Financial Manager | Mei-Lien Lin |
Note : As of the date of publication of the annual report, the company's employee compensation to managers for 2025 has not yet been determined. It is planned to calculate the amount to be distributed based on the proportion of the actual amount allocated in the previous year.
- Compare and explain the analysis of the total remuneration paid to the company's directors, general managers and deputy general managers in recent two years to the net profit after tax of individual and consolidated financial statements. Also, explaining the policies, standards and combinations of remunerations related to portfolio, remuneration procedures, operating performance and relation to future risks.
(1) The percentage of the total remuneration paid to the company's directors, general managers and deputy general managers in recent two years over the net profit after tax of individual and consolidated financial statements: unit: NT$ thousands
| Items | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Total remuneration | Net profit after tax | % | Total remuneration | Net profit after tax | % | |
| The company | 30,609 | 188,618 | 16.23% | 29,601 | 188,711 | 15.69% |
| The companies in consolidated statements | 30,609 | 188,618 | 16.23% | 29,601 | 188,711 | 15.69% |
(2) Each year, the compensation salary paid to directors, president and vice president are in accordance with the company's Articles of Incorporation, the profitability of the year, and upon resolution of the board of directors.
(3) The remunerations paid to directors are processed under "Remuneration Payment Methods for Directors" approved by the Board of Directors and are reviewed by the Compensation Committee regularly before submitted to the
Board of Directors for final approval. The remunerations includes periodic "transportation allowance" and "directors' compensations" based on each year's profit situation and in proportion to directors' positions and participations in the company affairs. Independent directors do not participate in distribution of directors' compensation.
(4) The total compensation paid to president and vice president is evaluated based on their job responsibility, contribution, company performance and projected future risks the company will face. The proposals of the total compensation are reviewed by the Compensation Committee regularly before submitted to the Board of Directors for final approval.
19
20
2.2 Status of Corporate Governance
2.2.1 Status of the Board of Directors
2025 Board of Directors’ meetings: 5. The directors’ attendance status is as follows:
| Name | Attendance in Person | By Proxy | Attendance Rate in Person (%) (Note) | Notes | |
|---|---|---|---|---|---|
| Chairman | Tsung-Jen Liaw | 5 | 0 | 100% | |
| Director | Shu-June Wang | 5 | 0 | 100% | |
| Director | Chi-Chia Hsieh | 5 | 0 | 100% | |
| Director | Hsin-Pei Liao | 5 | 0 | 100% | |
| Director | Wan-Hsu Investment Co.,Ltd. Representative: Po-Yuan Lin | 5 | 0 | 100% | |
| Independent director | Ming-Chang Huang | 5 | 0 | 100% | |
| Independent director | Chwen-Shell Ho | 5 | 0 | 100% | |
| Independent director | Cheng-Yi Lin | 5 | 0 | 100% | |
| Independent director | Chih-Yuan Chang | 5 | 0 | 100% | |
| Other matters : | |||||
| 1) If the operation of the board of directors is in any of the following situations, the date, period, content of the proposal, the opinions of all independent directors and the company's handling of the opinions of independent directors shall be stated: | |||||
| The Company has established an Audit Committee in accordance with Article 14-5 of the Securities and Exchange Act; therefore, it is not applicable. | |||||
| 2) Other than the aforementioned, there were no resolutions of the Board of Directors that were opposed or reserved by independent directors with records or written statements. | |||||
| 3) Implementation of recusals by directors in matters involving conflicts of interest: | |||||
| Meeting date | Meeting period | Director | Content | Opinions from other directors | |
| 2025/11/10 | 20^{th} session of 3^{rd} meeting | Tsung-Jen Liaw | |||
| Shu-June Wang | |||||
| Hsin-Pei Liao | 2024 remuneration of directors and supervisors and the remuneration of managers and employees. Because of the conflict of interest, CEO and his spouse and second-degree of kindship as directors avoided and left the discussion and voting in accordance with the law. | Agreed |
4) Goals and Evaluation of Implementation for Strengthening Board Functions:
The Company established the "Compensation Committee" in 2012 and the "Audit Committee" in 2022, to enhance the Board's execution of its duties
Since 2020, the Company has conducted board performance evaluations annually, and the results are reported to the Board. The evaluation indicators serve as a reference for improving the Board's functions.
2.2.2 The board of directors' evaluation on implementation and operation situation
The company passed the "Measurement for the Performance Evaluation of the Board of Directors and Functional Committees" on November 12, 2019. The implementation of the Board of Directors' appraisal in 2024 is as follows:
Evaluation periods: 2025/01/01~2025/12/31
Evaluation subjects:
| Subjects | Evaluators | Evaluation Content |
|---|---|---|
| Board Self-Evaluation | The Company – Corporate Governance Officer | Includes five key dimensions, with a total of 45 questions: |
| 1. Participation in company operations (12 questions) | ||
| 2. Enhancement of board decision-making quality (12 questions) | ||
| 3. Board composition and structure (7 questions) | ||
| 4. Director selection and continuing education (7 questions) | ||
| 5. Internal control (7 questions) | ||
| Self-Evaluation by Board Members | All Directors | Includes six key dimensions, with a total of 20 questions: |
| 1. Understanding of company goals and missions (3 questions) | ||
| 2. Awareness of directors’ responsibilities (3 questions) | ||
| 3. Participation in company operations (6 questions) | ||
| 4. Internal relationship management and communication (3 questions) | ||
| 5. Directors’ professionalism and continuing education (2 questions) | ||
| 6. Internal control (3 questions) |
| Subjects | Evaluators | Evaluation Content |
|---|---|---|
| Audit Committee Self-Evaluation | Corporate Governance Officer and All Committee Members | Includes five key dimensions, with a total of 18 questions: |
| 1. Participation in company operations (4 questions) | ||
| 2. Awareness of functional committee responsibilities (4 questions) | ||
| 3. Enhancement of decision-making quality of the functional committee (5 questions) | ||
| 4. Composition and member selection of the functional committee (2 questions) | ||
| 5. Internal control (3 questions) | ||
| Compensation Committee Self-Evaluation | Corporate Governance Officer and All Committee Members | Includes five key dimensions, with a total of 17 questions: |
| 1. Participation in company operations (4 questions) | ||
| 2. Awareness of functional committee responsibilities (3 questions) | ||
| 3. Enhancement of decision-making quality of the functional committee (5 questions) | ||
| 4. Composition and member selection of the functional committee (2 questions) | ||
| 5. Internal control (3 questions) |
Evaluation results:
A. Overall Board Operations Self-Evaluation:
Conducted by the Company's Corporate Governance Officer, the average score for 2025 was 97.8 points. All evaluation items showed improvement compared to the previous year, indicating sound operational performance.
B. Board Members' Self-Evaluation:
Conducted by all 9 directors (including independent directors), the average score for 2025 was 95.7 points. All evaluation items showed above 90 points.
C. Audit Committee Self-Evaluation:
Conducted with full participation from the Corporate Governance Officer and all 4 committee members, the average score for 2025 was 95.4 points. Most evaluation items showed above 90 points, except for the item-Extent of Participation in Company Operations.
D. Compensation Committee Self-Evaluation:
Conducted with full participation from the Corporate Governance Officer and all 4 committee members, the average score for 2025 was 95 points. Most evaluation items showed above 90 points, except for the item-Extent of Participation in Company Operations.
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2.2.3 Status of Audit Committee
The company established an audit committee on 2022/6/6, which is composed of all independent directors. One member possesses a professional background in finance. The professional qualifications and independence of all members are disclosed in the Board of Directors' member information.
a. Key Audit Committee Matters Reviewed in 2025 :
(1) Prior to each quarterly Board meeting, the committee reviewed the quarterly financial statements and internal control implementation, and engaged in communication with the certified public accountants (CPAs).
(2) Formulation and revision of the internal control system and related procedures.
(3) Review of major investment projects and changes in investment structures.
(4) Cases involving the lending of funds to others.
(5) Evaluation of the independence and suitability of the certified public accountants.
b. 2025 The Audit Committee’s meetings: 4. The Audit Committee’s attendance status is as follows:
| Name | Attendance in Person | By Proxy | Attendance Rate in Person (%) (Note) | Notes | |
|---|---|---|---|---|---|
| Independent Director (Convener) | Ming-Chang Huang | 4 | 0 | 100% | |
| Independent Director | Chwen-Shell Ho | 4 | 0 | 100% | |
| Independent Director | Cheng-Yi Lin | 4 | 0 | 100% | |
| Independent Director | Chih-Yuan Chang | 4 | 4 | 100% |
c. Other recorded matters:
(1). Audit Committee Matters Related to Article 14-5 of the Securities and Exchange Act for 2025 :
| Date | Resolutions and results |
|---|---|
| 2025/3/13 | 1. Approval of the evaluation report on the independence and competence of the company's certified public accountant. |
| 2. Approval of the company's 2024 financial statements. | |
| 3. Approval of the company's 2024 "Statement on Internal Control System." | |
| 4. Approval of the changes to the details of the restructuring of the investment structure between our company and KoBrite Corp. | |
| 2025/5/9 | 1. Approval of the company's consolidated financial statements for the first quarter of 2025. |
| 2025/8/8 | 1. Approval of the company's financial statements for the second quarter of 2025. |
| 2025/11/10 | 1. Approval of the company's consolidated financial statements for the third quarter of 2025. |
| 2. Approval of amendments to the internal control and internal audit systems related to "Entry-level Staff". | |
| 3. Approval of 2026 annual audit plan. |
(2). Matters Not Approved by the Audit Committee but Resolved with the Consent of
Two-thirds of the Board of Directors: None.
(3). Implementation of Recusals by Independent Directors on Conflict of Interest Matters: No such matters.
(4). Communication Policy and Summary of Communications between Independent Directors and the Internal Audit Officer:
(1) The Internal Audit Officer arranges individual meetings with independent directors each quarter to report on internal audit activities and communicate on any issues raised by the independent directors.
(2) Audit reports and follow-up reports are provided to all independent directors for review via email or in person by the end of the month following the completion of the audit.
(3) In the case of significant or exceptional events, the Internal Audit Officer reports to independent directors promptly via phone or other communication methods.
(4) Summary of Communications between Independent Directors and the Internal Audit Officer in 2025:
| Date | Attendees | Communication Topic | Independent Directors’ Suggestions | Handling of Suggestions |
|---|---|---|---|---|
| 2025/3/13 | Independent Director: Ming-Chang Huang Chwen-Shell Ho Cheng-Yi Lin Chih-Yuan Chang Internal Audit Manager: Zhen-Wen Lin | Internal Audit Report for Q1 2025, 2024 Audit Plan Execution & Follow-Up Summary | None | Continue reporting to the Board |
| 2025/5/9 | Independent Director: Ming-Chang Huang Chwen-Shell Ho Cheng-Yi Lin Chih-Yuan Chang Internal Audit Manager: Zhen-Wen Lin | Internal Audit Report for Q2 2025 | None | Continue reporting to the Board |
| 2025/8/9 | Independent Director: Ming-Chang Huang Chwen-Shell Ho Cheng-Yi Lin Chih-Yuan Chang Internal Audit Manager: Zhen-Wen Lin | Internal Audit Report for Q3 2025 | None | Continue reporting to the Board |
| 2025/11/10 | Independent Director: Ming-Chang Huang Chwen-Shell Ho Cheng-Yi Lin Chih-Yuan Chang Internal Audit Manager: Zhen-Wen Lin | Internal Audit Report for Q4 2025, 2026 Annual Audit Plan | None | Continue reporting to the Board |
(5). Communication guidelines between independent directors and independent accountants:
(1) Independent accountants should at least once per year communicate with independent directors regarding the company’s financial statements or impact of statute amendments.
(2) Meetings may be held at any time in case of major special conditions.
(3) Summary of past communications between independent directors and the independent accountants:
| Date | Attendees | Communication Summary | Handling and Execution Outcome |
|---|---|---|---|
| 2025/3/13 | Independent Director: Ming-Chang Huang | ||
| Chwen-Shell Ho | |||
| Cheng-Yi Lin | |||
| Chih-Yuan Chang | |||
| Chartered Accountant: KPMG Hsin-Yi Kuo | |||
| KPMG Yi-Lin Liu | 1. Independence of the accountants. | ||
| 2. Responsibility of audit personnel for auditing the financial statements. | |||
| 3. Audit scope and findings for 2024 — no significant findings | Independent directors had thorough communication with the accountants regarding financial report information. | ||
| 2025/11/10 | Independent Director: Ming-Chang Huang | ||
| Chwen-Shell Ho | |||
| Cheng-Yi Lin | |||
| Chih-Yuan Chang | |||
| Chartered Accountant: KPMG Sheng-Ye Zhou | 1. Key audit matters included in the 2025 financial statements. | ||
| 2. 2025 Audit plan | |||
| 3. Important regulatory updates. | Independent directors had thorough communication with the accountants regarding financial report information. |
2.2.4 Status of Corporate Governance Operation and its Differences from the Law "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons:
| Assessment items | Implementation status | Differences from the Law "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| Does Company follow “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” to establish and disclose its corporate governance practices? | V | The company has passed the "Code of Practice on Corporate Governance" by the Board of Directors on 2021/11/9, and continues to operate in accordance with the spirit of corporate governance and related norms. The corporate governance unit is set up according to actual needs, and Hsin-Pei Liao, the director of the operation management department, is responsible for corporate governance related affairs. | Same as explanation | |
| Shareholding Structure & Shareholders’ Rights | ||||
| 1. Does Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, has these procedures been implemented accordingly? | ||||
| 2. Does Company possess a list of major shareholders and beneficial owners of these major shareholders? | ||||
| 3. Has the Company built and executed a risk management system and “firewall” between the Company and its affiliates? | V | 1. BRTLED has designated appropriate personnels, such as spokesperson, acting spokesperson, and the legal Department...etc to handle shareholder suggestions, concerns, disputes or litigation matters. | ||
| 2. BRTLED has designated appropriate personnels to track the shareholdings of directors, officers, and top ten shareholders through the common share transfer agent. | ||||
| 3. BRTLED has set up internal rules in the Company’s Internal Control System and Affiliated Corporations Management. | No major differences | |||
| No major differences | ||||
| No major differences |
26
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| 4. Has the Company established internal rules prohibiting insider trading on undisclosed information? | V | 4. BRTLED has established "Management Measures for Preventing Insider Trading," which prohibits insiders from engaging in any conduct that may involve insider trading. These measures are disclosed in the Corporate Governance section of the Company's website for reference. | ||
| The Company's Operations Management Department also regularly conducts online courses on "Management Education and Training on Preventing Insider Trading and Case Sharing," requiring the participation of all employees. In 2025, a total of 39 employees completed the 6.5-hour online course. After the course, presentations and video files were made available to employees who did not attend. | ||||
| In its annual courses promoting the prohibition of insider trading, the Company reminds directors not to trade its shares during the closed period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial report. On January 3, 2025, the Company notified all directors via email of the dates of the 6th Board Meeting of 2025 and the closed period before the announcement of each quarterly financial report. | No major differences |
27
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| A second email reminder was sent one day before the start of the closed period to prevent directors from unintentionally violating these regulations. | ||||
| Composition and Responsibilities of the Board of Directors | ||||
| 1. Has the Company established a diversification policy for the composition of its Board of Directors and has it been implemented accordingly? | V | - | 1. The company's "Rules for Directors and Supervisors Election" stipulates that the members of the board of directors should have the knowledge, skills and literacy necessary to perform their duties, and be elected according to their specifications. | |
| Diversification Policy for the composition of the Board of directors and implementation: | ||||
| The company pays attention to gender equality in the composition of the board of directors, and the target ratio of female directors is more than 20%. In this term, the board contains total of 9 directors, including 3 female directors, with a ratio of 33%. The relevant implementation situation is as follows: | ||||
| (1) The goal of the diversification policy includes more than two seats of female directors, one or more seats with financial accounting professional background, and more than half of seats with knowledge and experiences in related industry fields. | ||||
| (2) The current (20th) board members have complied with the company's board of | No major differences |
28
| Assessment items | Implementation status | Differences from the Law "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons: |
|---|---|---|
| Y | N | Explanation |
| 2. Other than the Compensation Committee and the Audit Committee which are required by law, does the Company plan to set up other Board committees?3. Has the Company set performance assessment rules and methods for the board of directors and does it perform this evaluation every year? | V | |
| Title | Name | Gender |
| Management | Industry knowledge | Leadership |
| Director | Tsung-Jen Liow | Male |
| Director | Shu-June Wang | Female |
| Director | Chi-Chia Hsieh | Male |
| Director | Hsin-Pei Liow | Female |
| Corporate director representative | Pe-Yuan Lin | Male |
| Independent director | Cheng-Yi Lin | Male |
| Independent director | Chih-Yuan Chang | Male |
| Independent director | Ming-Chang Huang | Male |
| Independent director | Chwen-Shell Ho | Female |
| 2. The Company established a Salary and Compensation Committee and an Audit Committee in 2012 and 2022, respectively. In addition to the above committees, the Company established a "Sustainable Development and Nomination Committee" by resolution of the Board of Directors on 10 November 2025.3. The company has formulated the board of directors' performance assessment rules and methods, which was approved by the board of directors on 2019/11/12, and completed 2025 board performance assessments through internal self-evaluation. The results generated from the board of directors |
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| 4. Does the company regularly evaluate the independence of the CPA? | V | and compensation committee were announced in the board meeting on 2026/3/12. | ||
| 4. The company at least once a year conducts an assessment on the independence of CPA accountants. The independence assessment of certified accountants was evaluated by referring to the Bulletin of the Professional Ethics of Accountants of the Republic of China No. 10 "Integrity, Fairness, Objectivity, and Independence" and the "Statement of Independence" issued by certified accountants was obtained. On 2026/3/12, the board of directors of the company passed the independent assessment of CPA accountants. | No major differences |
30
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| Does the TWSE/TPEx listed company have a dedicated unit/staff member in charge of the Company' corporate governance affairs (including but not limited to providing information required for director/supervisor's operations, convening board/shareholder meetings in compliance with the law, apply for/change company registry, and producing meeting minutes of board/shareholder meetings)? | V | The company's board of directors appointed Hsin-Pei Liao, the director of the Operations Management Office, as the head of corporate governance, responsible for corporate governance affairs. And Mei-Lien Lin, the director of the financial management office, assists in handling related affairs. Regarding corporate governance-related affairs in 2025: | ||
| 1. Meetings, meeting agendas, meeting minutes, and various declarations and the provision of required materials for the shareholders meeting, the board of directors and relevant functional committees. | ||||
| 2. Annual performance evaluation of the board of directors and functional committees. | ||||
| 3. Arrangement of training courses for directors. | ||||
| 4. Directors and managers liability insurance annual renewal. | ||||
| 5. Handling company change registration. | ||||
| 6. Directors’ compliance with relevant laws and regulations. | No major differences | |||
| 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 | The Company has set “Stakeholder Zone” and have the contact information on the website for stakeholders to respond to major concerns regarding corporate social responsibilities from stakeholders. | No major differences |
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| Has the company appointed a professional stock affairs agency for shareholders affairs? | V | The Company authorized “The Transfer Agency Department of Chinatrust Commercial Bank” as stock service agency to handle shareholder transactions. | No major differences | |
| Disclosure of information | ||||
| 1. Does the Company set up website to disclose financial operations and corporate governance information? | V | 1. The Company has placed financial, business and corporate governance information on its website. | ||
| www.brtled.com | No major differences | |||
| 2. 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 | 2. The Company has official website with both Chinese and English for the Spokesperson and deputy spokesperson to disclose relevant information. | No major differences | |
| 3. Does the company announce and declare the annual financial report within two months after the end of the fiscal year, and announce and declare the first, second, and third quarter financial reports and the monthly operating situation early within the prescribed time limit? | V | 3. The company announced and declared its annual financial report within three months after the end of the fiscal year. The company also announced and declared the first, second, and third quarter financial reports and monthly operating results within the prescribed time limit. | No major differences |
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| Assessment items | Implementation status | | | Differences from the Law
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: |
| --- | --- | --- | --- | --- |
| | Y | N | Explanation | |
| 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, relation with interested parties, continuing education of directors and supervisors, execution of risk management policies and risk measuring standards, execution of customer policies, liability insurance for the Company’s directors and supervisors)? | V | | 1. The Company discloses financial, business, and corporate governance information on its official website (www.brtled.com, available in both Chinese and English) in a timely manner to provide transparent information accessible to employees, investors, suppliers, and other stakeholders.
2. The Company’s directors are all professionals in their respective fields. In addition to providing relevant regulatory updates as needed, the Company arranges annual continuing education courses for directors and supervisors. For details on directors’ training, please refer to the Market Observation Post System.
3. The Company provides open communication channels with stakeholders to safeguard the lawful rights and interests of all parties.
4. The Company has established procedures for customer service management, customer satisfaction surveys, and complaint handling. In handling customer complaints, the Company identifies the root cause and accountability, and regularly assesses customer satisfaction to ensure the best possible service.
5. The Company has established internal rules and internal control systems in accordance with the law, conducts various risk management | None |
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| and assessments, and implements regular and ad hoc audits by the internal audit department to ensure the effective execution of internal controls. | ||||
| 6. The Company has purchased liability insurance for directors and managers. In 2024, it renewed the insurance policy with Fubon Insurance with a total insured amount of USD 2 million. The policy was also renewed for 2026. | ||||
| The most recent Corporate Governance Evaluation by the Taiwan Stock Exchange Corporate Governance Center placed the Company in the 50%–65% range, indicating a mid-level rating. The Company will continue to maintain compliance with already-achieved indicators and will prioritize strengthening the implementation of corporate social responsibility and enhancing information transparency. |
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2.2.5 Composition, Duties and Operation of the Compensation Committee:
a. Members of the Compensation Committee
| Title | Criteria | Meet the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience | Criteria for independence (Note 1) | Number of other Taiwanese public companies concurrently serving as an Independent Director | Notes | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An instructor or higher position in a Department of Commerce, Law, Finance, Accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university | A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company | Have work experience in the area of Commerce, Law, Finance, or Accounting, or otherwise necessary for the business of the Company | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director | Ming-Chang Huang | V | V | V | V | V | V | V | V | V | V | V | 0 | |||
| Independent Director | Chwen-Shell Ho | V | V | V | V | V | V | V | V | V | V | V | 0 | |||
| Independent Director | Cheng-Yi Lin | V | V | V | V | V | V | V | V | V | V | V | 0 | |||
| Independent Director | Chih-Yuan Chang | V | V | V | V | V | V | V | V | V | V | V | 0 |
Note 1: Directors, during the two years before being elected and during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:
1. Not an employee of the company or any of its affiliates.
2. Not a director or supervisor of the company or any of its affiliates. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
3. Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the above persons in the preceding subparagraphs 2 and 3.
5. Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company or ranks as of its top five shareholders or appointed as a representative in accordance with the Company Act Article 27, Item 1 or Item 2. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
6. Not a director, supervisor, or employee of a company of which the majority of board seats or voting shares is controlled by a company that also controls the same of the company. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
7. Not a director, supervisor, or employee of a company of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the company's chairman or CEO (or equivalent). (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
8. Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company. (However, if such specific company or institution holds more than $20\%$ but less than $50\%$ of the total issued shares of the company and its independent director who concurrently serves the company, the company's parent company, subsidiary or subsidiary of the same parent company in accordance with this law or local national laws is not limited to this.)
9. Other than serving as a compensation committee member of the company, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the company or to any affiliate of the company, or a spouse thereof, and the service provided is an "audit service" or a "non-audit service which total compensation within the recent two years exceeds NTD500,000.
10. Not been a person of any conditions defined in Article 30 of the Company Act.
b. Duties: To evaluate the Company's compensation policies and systems for directors and managerial officers from a professional and objective standpoint, and to provide recommendations to the Board of Directors as a reference for decision-making.
The main focus areas of the Compensation Committee for the year 2025 were as follows:
1). Regular review of directors' and managerial officers' compensation proposals.
2). Approval of compensation distribution for directors and employee remuneration for managerial officers.
3). Performance evaluation of the Board of Directors and functional committees.
c. Implementation status of the compensation committee
(1) The company's compensation committee consists four members and the term (the sixth term) is from June 06, 2025 to 2028.
(2) 2025 compensation committee meeting status in third as follow:
| Title | Name | Attendance in person (B) | By proxy | Attendance rate(%) (B/A)(Note) | Notes |
|---|---|---|---|---|---|
| Convener | Ming-Chang Huang | 2 | 0 | 100% | |
| Member | Chwen-Shell Ho | 2 | 0 | 100% | |
| Member | Cheng-Yi Lin | 2 | 0 | 100% | |
| Member | Chih-Yuan Chang | 2 | 0 | 100% |
2025 compensation committee meeting details:
| Date | Term | Contents | Opinions | Suggestions on objection of Compensation committees' opinions |
|---|---|---|---|---|
| 2025/3/13 | 5^{th} session of sixth meeting | The regular review of remuneration of the directors and managers. | Agreed | N/A |
| 2025/11/10 | 6^{th} session of first meeting | 1. The regular review of remuneration of the directors and managers. | Agreed | N/A |
| 2. 2024 compensation distribution for directors, managers and employees. | Agreed | N/A | ||
| 3 2024 board of directors and functional committees' performance evaluation project | Agreed | N/A |
Other matters for declaration :
- If the board of directors does not adopt or amend the recommendations from the compensation committee, the date, the period, the content of the motion, the resolution of the board of directors' meeting, and the company's feedback to the opinions from the compensation committee shall be stated: No such situation.
- During resolutions of the Compensation Committee meetings, if any members of the compensation committee have objections or reservations and have a record or written statement, the date, the period, the motion content, the opinions of all members and feedbacks to members 'opinions shall be stated: No such situation.
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2.2.6 Corporate Sustainability Performance:
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| 1. Does the company establish corporate sustainability and set up a dedicated (part-time) unit to promote sustainable development, which is authorized by the board of directors to handle senior management, and the supervision of the board of directors. | V | 1 | On 2022/8/11, the board of directors of the company appointed Hsin-Pei Liao, the director of the operation management department, as the chief sustainability officer, and on 2022/11/10 the board of directors approved the "Code of Practice for Sustainable Development" and set up a sustainable management organization and its special task force to promote the unit. On November 10, 2015, the Board of Directors passed a resolution to establish the "Sustainable Development and Nomination Committee". The chief is in charge of promoting the company's sustainable development related affairs, including planning guidelines and formulating various rules and regulations. All departments follow their duties and report the implementation status to the board of directors at least once a year. | No major differences |
| 2. Does the company conduct risk assessments on environmental, social and corporate governance issues related to company operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies? | V | 2 | The company conducts risk assessment on various issues related to the company's sustainable development in accordance with the principle of corporate responsibility. On 2020/11/6, the "Risk Management Policies and Procedures" were approved by the Board of Directors, and the operation and implementation of the risk management policies were regularly reported to the Board of Directors at least once a year. | No major differences |
| 3. Environmental issues: 1. Does the company establish proper environmental management systems based on the characteristics of their industries? | V | 1 | In order to implement the environmental management system, the company has obtained and passed international certifications such as ROHS/ ISO 9001/ ISO14001/ AS9100/ TS16949 | No major differences |
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| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | |
|---|---|---|---|
| Y | N | ||
| 2. Does the company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment? | V | annually in accordance with ISO norms and ROHS regulations. | No major differences |
| 3. 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 | 2. The company has improved the utilization efficiency of various resources through measures to save electricity and water, and give priority to the use of recycled materials with low impact on the environment. Moreover the company has been committed to providing the society with environmental solutions to improve energy efficiency. The lighting products designed and developed by the company have won the energy-saving and carbon-reduction label and the environmental protection label. Compared with traditional sodium lamps, it can save electricity by more than 60%, and reduce carbon dioxide emissions by more than 60%. | No major differences |
| 4. Does the company conduct assessment on greenhouse gas, water consumption and waste for | V | 3. The company recognizes the impact of climate change on the environment, continues to develop low-energy light source products (LED), and produces products that are integrated with the global environment, taking into account the product life cycle and green environmental protection. The company annual obtains ISO 14064 to collect its own data and checking the data by the external verification units. After the follow-up is completed, the evaluation and analysis will be published in the Sustainability report in July regularly. | No major differences |
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | |
|---|---|---|---|
| Y | N | ||
| the last two years, and establish company strategies for energy conservation and carbon reduction, greenhouse gas reduction, water saving and waste management? | since 2019. Such data and the related reduction management policy are available on the official website for reference. | ||
| 4. Social issues: | |||
| 1. Does the Company establish proper management methods and procedures in accordance with the relevant regulations and the international conventions on human rights? | V | 1. The company has the "human rights policy" and abides labor laws and regulations to protects the rights and interests of employees, to create legal employment, to avoid sexual harassment and discrimination, and to formulate fair performance evaluation system. The company sets a dedicated mailbox [email protected] and dedicated mobile phone number to provide an employee complaint channel, and a dedicated person handles the complaint properly. | No major differences |
| 2. 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 compensation? | V | 2. The company has set up compensation committee to assist in reviewing relevant salary policies, which combined with the company’s employee reward and punishment measures and employee assessment measures. In addition, the Articles of Association of the Company stipulates that after deducting the pre-tax benefits of the current year and after deducting the benefits before the distribution of employee remuneration and directors and supervisors' remuneration, after retaining to make up for the accumulated losses, if there is still a balance, no less than 8% will be allocated as employee remuneration. | No major differences |
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| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | |
|---|---|---|---|
| Y | N | ||
| 3. Does the Company provide a safe and healthy working environment for its employees and organize training on safety and health on a regular basis? | V | Considering market changes and price index changes, the company provides a reasonable and competitive salary system to attract talents. The company has set the key measures for salary adjustment and personnel changes and conduct annual salary adjustments and personnel promotion. Based on the principle of fairness and justice, in each February and August, the performance of each unit and the individuals (ability, attitude, development potential, etc.) or special contributions of employees are regularly evaluated, and salary adjustments or promotions may be approved to allow employees to share the company's operating results and to motivate employees, and to improve employee centripetal force. There is also a method for repurchasing shares for transferring to employees, which comprehensively considers factors such as employee grades, performance appraisal, years of service, special contributions to the company and future development potential for employees to subscribe for shares, so as to make the employee reward system more diversified. |
- The company provides a working environment that meets regulations (with access control and fire escape equipment) and cooperates with professional institutions to organize employee health inspections and safety and health education and training. The 2025 implementation situation is as follows: (1) Regular implementation of safety maintenance and disaster prevention drills: Two exercises were conducted in on April | No major differences |
40
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: |
|---|---|---|
| Y | N | Explanation |
| 4. Does the company provide its employees with career | Y | N |
| (2) Promotion of a friendly workplace environment – Enforcing a smoke-free workplace and implementing health promotion measures to establish a healthy working environment. | ||
| (3) Regular employee health check-ups – Scheduled for December 04, 2025; health education sessions planned for January 15, 2026. | ||
| (4) Written statement for the prevention of workplace violence – New provisions announced on June 10, 2025. | ||
| (5) In accordance with the Occupational Safety and Health Act, since 2022, the company has arranged for contracted medical personnel to provide on-site services. In 2023, the company partnered with Far Eastern Memorial Hospital to have an occupational health nurse visit the company monthly to assist with environmental hazard assessments and employee health promotion. From March 2025 to February 2026, a total of 20 employees received health promotion consultations. | ||
| (6) On June 10 2025, the "Workplace Maternal Health Protection Plan" and the "Prevention Plan for Illegal Harm During the Performance of Duties" were revised, and the relevant checklists were completed by the end of December 2025. | ||
| (7) In July 2025, a comprehensive cleaning of the air conditioning cooling towers and filters was conducted. | ||
| 4. The company has a complete education and training course every | No major differences |
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | |
|---|---|---|---|
| Y | N | ||
| development and training sessions? | year according to the needs of employees' work, combined with training and performance management systems, to help employees develop their talents and potentials. In 2022, the company was certified by TTQS talent quality management system. | ||
| 5. 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 | 5. The company formulates consumer (customer) rights policies and has a complete customer complaint system specification and establishes complaint channels for research and development, procurement, production, operation and service processes. The company provides a complete product after-sales customer service system and has passed relevant international safety standards and international environmental protection standards. | No major differences |
| 6. Does the company formulated and implement supplier management policy, requiring suppliers to follow relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights? | V | 6. The company has formulated a "supplier management policy" since 2017 and reports to the board of directors regarding the operation and implementation of the supplier management policy once a year. Before March 4, 2026, a total of 263 domestic and foreign suppliers have signed the procurement contracts, quality assurance agreements and non-use of hazardous substances guarantee. | No major differences |
| 5. Does the company compile a corporate sustainability report? or reports that disclose the company's non-financial information based on international compiling standard or guidelines? Does | V | 5. The Company's 2024 Sustainability Report was publicly announced and filed in July 2025. The report was prepared in accordance with GRI Standards; however, it was not verified by a third party. The Company is currently preparing the 2025 | Same as explained |
| management policy, including the use of a company's system, and the use of a company's system to control and control the use of a company's system? | management policy, including the use of a company's system, and the use of a company's system to control and control the use of a company's system. | ||
| 6. Does the company have a clear and accurate management plan? (i.e., the company has a clear plan for the management of the product and services, and the company has a clear plan for the use of the product and services.) | V | 6. The company has a clear plan for the management of the product and services, and the company has a clear plan for the use of the product and services, and the company has a clear plan for the use of the product and services. | No major differences |
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| the report accredited from accreditation agency or third-party verification organization? | Sustainability Report. | |||
| 6. If the Company makes its own corporate sustainability principles according to the Rules of Corporate Sustainability Best Practice Principles for TWSE/GTSM-Listed Companies, please state the differences: the company is currently in the process of collecting its own data and checking the data of external verification units. After the follow-up is completed, the evaluation and analysis will continue. | ||||
| 7. Other important information that helps understand the operation situation in terms of the corporate sustainability: | ||||
| The company's concept of corporate sustainability is the product LED production, with the goal of integrating products with the global environment, and considering the product life cycle together with green environmental protection. When engaging in various activities, all employees should reduce the load on the environment as much as possible, abide by the relevant national regulations, comply with the operating procedures, and strive to prevent pollution. Continuous improvement of environmental management System, make full use of the maximum resources, and pursue excellent environmental performance, with the goal of achieving ISO 14000, all products meet the environmental standards of toxic substances. | ||||
| The practical method is as follows : | ||||
| 1. R&D for new products is oriented towards an all-round green management model of environment, resources and products. | ||||
| 2. Fully adopt high-efficiency LED outdoor and indoor energy-saving lighting systems from daily life. | ||||
| 3. Fully communicate and coordinate with employees to strive for the whole company to recognize the concept of environmental protection and establish the concept of green is quality. | ||||
| 4. In daily life, the company finds ways to minimize the use of substances that may cause environmental damage. | ||||
| 5. The company abides by labor laws and regulations, protects the rights and interests of employees, legally hires, is free from sexual harassment and discrimination, and has a fair performance evaluation system | ||||
| 6. The daily implementations: when the temperature reaches 28 degrees, the air-conditioning turned on, the air-conditioning stopped for one hour during lunch break, and implement energy-saving and carbon-reduction policies. | ||||
| 7. The company carries out routine physical health checks every year, so that employees can grasp their own health status. | ||||
| 8. Reduce unnecessary travel, set up video equipment in each plant to promote energy saving and carbon reduction for employees. | ||||
| 9. Implement protection of employees' work rights, promote high-quality employee welfare system and implement education and training. | ||||
| 10. All products have obtained relevant testing and certifications: | ||||
| • The street lamp series passed the third-party testing and energy-saving certification of TAF laboratory |
43
44
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation |
- The LED light tubes passed the certification of BSMI standard by the Bureau of Standards and Inspection of the Ministry of Economic Affairs
- Quality system: ISO9001 / ISO14001 / IATF16949 / AS9100.
- The spotlights, tunnel lights and landscape lights series passed the third-party testing and energy-saving certification of TAF laboratory
- Downlights passed the third-party testing and certification of TAF laboratory
- OA lamps passed the third-party testing and certification of TAF laboratory
- LED light bulbs passed CE certification, neptune planetary LED bulbs passed BSMI
-
Photo Coupler safety certification: CQC China/ CSA Canada/ UL United States/ VDE Germany
-
Operation and Implementation of the Intellectual Property Management Plan:
-
On November 12, 2014, the "Internal Control System Management Regulations" were established regarding the "Acquisition, Maintenance, and Utilization of Intellectual Property Rights" within the "Research and Development Cycle." On November 6, 2020, the "Intellectual Property Rights Management Regulations" were established.
- The Company has long managed and maintained its intellectual property in accordance with the "Acquisition, Maintenance, and Utilization of Intellectual Property Rights" within the "Research and Development Cycle" of the "Internal Control System Management Regulations."
- The Company reports on the operation and implementation of the Intellectual Property Management Plan to the Board of Directors annually. The most recent report was conducted on November 10, 2025.
- As of October 29, 2025, the Company's intellectual property patents and trademarks are summarized as follows:
| Patent Statistics | Number of applications still in process | Number of certificates obtained |
|---|---|---|
| Areas | BRTLED | BRTLED |
| Taiwan | - | 17 |
| China | 6 | 88 |
| USA | - | 6 |
| Europe (Germany) | - | 1 |
| Thailand | 1 | - |
| Trademark statistics | Number of applications still in process | Number of certificates obtained |
| --- | --- | --- |
| Areas | BRTLED | BRTLED |
| Taiwan | - | 24 |
| China | - | 18 |
| HongKong | - | 9 |
| South Korea | - | 4 |
| Japan | - | 3 |
45
| Assessment items | Implementation status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Y | N | Explanation | |||||||
| TOTAL | 7 | 112 | Europe | - | 3 | ||||
| Brazil | - | 3 | |||||||
| TOTAL | - | 64 |
Climate-Related Information and Implementation Status:
| Climate-Related Item | Implementation Status | ||||
|---|---|---|---|---|---|
| 1. Governance and oversight of climate-related risks and opportunities by the Board of Directors and management. | On November 10, 2022, the Board approved the “Sustainable Development Best Practice Principles” and established a sustainability management organization and its project team to regularly assess operational risks and response measures, including climate-related information. Reports are made to the Board at least once a year. In 2025, the risk assessment table and the 2026 risk evaluation items were reported to the Board on November 10, 2025. | ||||
| 2. Identified climate risks and opportunities and their impact on the company’s business, strategy, and finance (short-, mid-, and long-term). | Business | Short-term | Damage to production equipment or inventory causing delivery delays. | Vendors assist with repairs; production sites coordinate with each other. | |
| Mid-term | Climate disasters causing supply chain disruptions. | Implement supply chain diversification policies. | |||
| Long-term | Constant changes in low-carbon and energy policies across countries. | Develop low-carbon strategy partnerships and proactively comply with international regulations. | |||
| Strategy | Short-term | Increase in operating costs. | Improve internal | ||
| and environmental impact. | impact on the business. |
| efficiency and cost control. | ||||
|---|---|---|---|---|
| Mid-term | Implement alternative energy policies. | Build low-carbon production bases and environments. | ||
| Long-term | Guide operations toward low-carbon transformation. | Develop low-carbon technologies, materials, and products. | ||
| Finance | Short-term | Increased costs from business transformation and raw material procurement. | Use financing and insurance to reduce cash flow pressure. | |
| Mid-term | Increased costs from equipment upgrades or low-carbon production investments. | Enhance product added value and gross margin. | ||
| Long-term | Changing directions in low-carbon technologies and products could lead to wasted R&D resources. | Identify promising investments and understand new energy and technology trends globally. | ||
| 3. Financial impact of extreme climate events and transition actions. | Extreme climate events may impact global economic activity and increase transportation costs. | |||
| 4. Integration of climate risk identification, assessment, and management into overall risk management system. | The Chief Sustainability Officer coordinates with all departments to assess and respond to operational risks, including climate-related risks, and integrates them into the overall risk management framework. | |||
| 5. If scenario analysis is used to assess climate resilience, describe the scenarios, parameters, assumptions, factors, and main financial impacts. | Not applicable. | |||
| 6. If there are transition plans to manage climate-related risks, describe the plan, and the metrics and targets used to manage physical and transition risks. | Not applicable. | |||
| 7. If internal carbon pricing is used as a planning | Not applicable. |
1-1GHG Inventory and Assurance Status in the Past Two Years:
1-1-1GHG Inventory Information
The parent company shall begin conducting greenhouse gas inventories starting from 2023.
Subsidiaries included in the consolidated financial statements shall begin conducting inventories starting from 2023 as well.
The results of 2024 and comparison with 2023 are shown below: 2025 results are still in progress.
| Entity | Scope | 2023 | 2024 | ||
|---|---|---|---|---|---|
| Total Emissions (metric tons CO2 e) | Intensity (metric tons CO2 e / million NTD) | Total Emissions (metric tons CO2 e) | Intensity (metric tons CO2 e / million NTD) | ||
| Bright LED | Scope 1 | 26.01 | 20.53 | ||
| Electronics | Scope 2 | 87.86 | 81.80 | ||
| Nuclear | Scope 3 | 10.00 | 9.00 | ||
| Nuclear | Scope 4 | 10.00 | 9.00 | ||
| Nuclear | Scope 5 | 10.00 | 9.00 | ||
| Nuclear | Scope 6 | 10.00 | 9.00 |
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| Corp.(Parent) | Scope 3 | 4,978.26 | 6,084.17 | ||
|---|---|---|---|---|---|
| Subtotal | 5,092.13 | 6,186.50 | |||
| Bright LED Electronics Corp.(Consolidated) | Scope 1 | 282.78 | 87.67 | ||
| Scope 2 | 8,903.45 | 8,787.67 | |||
| Scope 3 | 81,672.59 | 18,658.41 | |||
| Subtotal | 90,858.82 | 27,533.75 | |||
| Total | 95,950.94 | 84.72 | 33,720.25 | 28.63 |
1-1-2 GHG Assurance Information
The status of assurance for the greenhouse gas inventory conducted by the company and some consolidated subsidiaries over the past two years is as follows:
| Entity | Scope | 2023 | 2024 | ||||
|---|---|---|---|---|---|---|---|
| Total Emissions (metric tons CO₂ e) | Assurance Provider | Assurance Description | Total Emissions (metric tons CO₂ e) | Assurance Provider | Assurance Description | ||
| Bright LED Electronics Corp.(Parent) | Scope 1 | 26.0101 | AFNOR International | Assurance Standard No. 3410 / ISO 14064-3:2018 Reasonable Assurance Level Unqualified Conclusion/Opinion | 20.53 | AFNOR International | Assurance Standard No. 3410 / ISO 14064-3:2018 Reasonable Assurance Level Unqualified Conclusion/Opinion |
| Scope 2 | 87.86 | 81.80 | |||||
| Total | 113.8701 | 102.33 | |||||
| % of Total in 1-1-1 | 2.24% | 1.65% | |||||
| Bright LED Electronics Corp.(Consolidated) | Scope 1 | 282.778 | AFNOR International | Assurance Standard No. 3410 / ISO 14064-3:2018 Reasonable Assurance Level Unqualified Conclusion/Opinion | 87.67 | AFNOR International | Assurance Standard No. 3410 / ISO 14064-3:2018 Reasonable Assurance Level Unqualified Conclusion/Opinion |
| Scope 2 | 7855.5967 | 8,787.67 | |||||
| Total | 8138.3747 | 8,875.34 | |||||
| % of Total in 1-1-1 | 10.11% | 32.23% |
2.2.7 Status of Implementation of Ethical management:
| Assessment items | Implementation Status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| Adopt ethical management policy and scheme | ||||
| 1. Does the Company clarify the ethical management policy in its regulations and external documents and the commitment of board of directors and managers to active implementation? | V | 1. The company has established the "Procedures for Ethical Management and Guidelines for Conduct" and "Codes of Ethical Conduct for Directors and Managers", and signed "Ethical management and trade" with suppliers and distributors to implement the ethical management policy. | No major difference | |
| 2. Does the Company work out scheme, operation procedures and guidelines of conducts for employee education and training to prevent dishonest behaviors? | V | 2. The company's "Procedures for Ethical Management and Guidelines for Conduct" has procedures for preventing dishonesty, reporting system, reward and punishment, appeal system and disciplinary action. Through internal bulletin boards, emails and department meetings, employees communicate the importance of integrity. The specification is disclosed in the corporate governance section of the company’s website for reference. | No major difference | |
| 3. Does the Company adopt preventive measures to bad faith companies with higher risks of its business activities described in article 7 item 2 of the “Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies”? | V | 3. The Company's "Procedures for Ethical Management and Guidelines for Conduct" sets out business activities with high risk of dishonesty behavior and related preventive measures within the business scope, which includes the seventh article of the | No major difference |
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| Assessment items | Implementation Status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| "Listed OTC Company Integrity Management Code" Two acts of each paragraph. In addition, the employees of the company must sign an "employment agreement" with a promise of integrity, and require dealers and suppliers to sign an "integrity and integrity transaction commitment" to strengthen compliance with integrity. | ||||
| Implementing Ethical management | ||||
| 1. Does the Company assess the integrity record of its business partners and set faithful conduct policies in the terms and conditions of its contracts? | V | 1. The Company's "Ethical management and trade" sets out the terms of integrity and integrity transaction, which clearly requires dealers and suppliers to make commitments on honesty and integrity and integrity transactions. Each year, the business and procurement unit evaluates the transactions in the past year and re-signs the commitment to "Ethical management and trade". | No major difference | |
| 2. Has the Company set up exclusively (or concurrently) dedicated units to be in charge of corporate ethical management which report to and are supervised by the Board of Directors? | V | 2. The company's operation department is a part-time unit, responsible for promoting the operation of the company's integrity management, and reporting the actual operation to the management meeting, and reporting to the board of directors at least once a year. | No major difference | |
| 3. Does the Company work out policies to prevent conflicts of interest and provide proper | V | 3. The company's "Procedures for Ethical Management and Guidelines for Conduct" specifies that when the | No major difference |
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| Assessment items | Implementation Status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| statement channels? | personnel who execute the company's business find that they have conflicts with themselves or the legal person they represent, they should report the relevant matters to the direct supervisor and the company's special responsibility. Units and di he company has established an accounting system, internal control system and related management methods, and internal auditors regularly check the compliance of various systems.rect supervisors should provide appropriate guidance. | |||
| 4. Has the Company established an effective accounting system, internal control system and audit by internal auditors or CPAs to put ethical management into practice? | V | 4. The company has established an accounting system, internal control system and related management methods, and internal auditors regularly check the compliance of various systems. | No major difference | |
| 5. Does the Company organize internal or external trainings in an ethical management of business regularly? | V | 5. In addition to the promotion of integrity behavior of new employees, the company's directors, supervisors, financial accounting, auditors and senior managers must participate in internal and external education and training every year. In 2025, relevant personnel participated in courses including regulations revision, director supervision and management practice, internal control fraud inspection, insider trading, professional ethics, and economic crime legal responsibility. A total of 6 | No major difference |
51
| Assessment items | Implementation Status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| participants participated in 18 hours of related education and training. The Operations Management Department also regularly conducts online courses on "Ethical Management Education Training and Case Sharing", which requires all employees to participate. As of 2025/12/31, a total of 451 people completed 75.2 hours of online courses. In addition, the "Procedures for Ethical Management and Guidelines for Conduct" are disclosed in the corporate governance section of the company's website for internal and external personnel to refer to. | ||||
| Report System operating status | ||||
| 1. Has the company set specific report and reward system to facilitate the report cannel and assign appropriate specialist accepting to spot the reported object? | ||||
| 2. Has the company set the standard operating procedures and related nondisclosure mechanisms to investigate reported matters? | V | 1. The company's "Procedures for Ethical Management and Guidelines for Conduct" has a reporting and reward system, and the responsible unit handles related matters. There is a fair trade dedicated mail box [email protected] and a dedicated mobile phone number Charge. | ||
| 2. The company's "Procedures for Ethical Management and Guidelines for Conduct" are clearly stipulated that after receiving the report, the responsible unit will be responsible for identifying the relevant facts, if necessary, by the compliance of the regulations or other relevant departments to provide assistance, and for the identity of the informant And the content of the report | No major difference | |||
| No major difference |
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| Assessment items | Implementation Status | Differences from the Law “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons: | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| 3. Has the Company set measures to protect whistleblowers do not suffer for which he or she reported? | V | shall be kept confidential. | ||
| 3. The company keeps the identity of the informant and the content of the report confidential, and promises to protect the informant from improper handling of the report. | No major difference | |||
| Enhance information disclosure | ||||
| 1. Does the company disclose the information of implementation and results of ethical management on its website and the MOPS? | V | 1. The company disclosed the contents of the "Procedures for Ethical Management and Guidelines for Conducts" in the Corporate Governance section and public information observatories on the company's website. The relevant implementation of the promotion is also explained in the company's annual report disclosed on the above website. | No major difference | |
| If the company develops its own integrity operation rules according to the Integrity Operation Best Practice Principles for TWSE/GTSM-Listed Companies, please state the differences: No difference. | ||||
| Other important information for better understanding of the integrity operation (such as review and revision of the regulations on ethical management): | ||||
| 1. The company signed "Commitments of Honesty and Cleanliness Transaction" with suppliers and distributors to jointly combat illegal acts of commercial bribery and uphold honesty and integrity and clean transactions. | ||||
| 2. The company has established the "Procedures for Ethical Management and Guidelines for Conducts" to comply with relevant regulations and relevant laws and regulations on business conduct. | ||||
| 3. The Company has a system for avoiding directors ’interests in the “Rules and Procedures of Board of Director Meetings”. |
53
2.2.8. Other Company-established corporate governance rules and regulations:
Please refer to the Company's website for the company's Corporate Governance Principles. Also available at the "Relevant Rules for Corporate Governance" under "Corporate Governance" on the Public Information Observatory http://mops.twse.com.tw.
2.2.9. Other Important Corporate Governance Information:
- The company has established internal major information processing procedures and procedures for managing prevention of insider trading. All relevant departments handling potential major information and disclosure should comply with the relevant procedures and laws.
- Employees of the company must abide by laws and internal regulations to avoid dishonesty.
- The employees related to financial information transparency have obtained the relevant certificates designated by the competent authority :
| Certificates | Internal Auditors |
|---|---|
| Certified Internal Auditor CIA | 1 |
| Certification in Control Self-Assessment CCSA | 1 |
- 2024 Directors' trainings:
| Title | Name | Organizer | Course | Hours |
|---|---|---|---|---|
| Chairman | Tsung-Jen Liaw | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Director | Shu-June Wang | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Director | Chi-Chia Hsieh | Corporate Operating and Sustainable Development Association | Building Resilient Enterprises: 2025 Sustainability Risks and Trends | 3 |
| Trade Secret Protection and Countermeasures | 3 | |||
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Director | Po-Yuan Lin | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Director | Hsin-Pei Liao | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Securities and Futures Institute | Sustainability Disclosure Practical Workshop for Listed Companies | 12 | ||
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Securities and Futures Institute | Sustainability Disclosure Practical Workshop for Listed Companies | 12 |
| Independent Director | Ming-Chang Huang | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
|---|---|---|---|---|
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Independent Director | Chwen-Shell Ho | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Independent Director | Cheng-Yi Lin | National Federation of CPA Associations of ROC | Analysis of Company Regulations and Registration Practice | 3 |
| National Federation of CPA Associations of ROC | Latest Regulations and Practices Analysis of Money Laundering Control Act | 3 | ||
| Independent Director | Chih-Yuan Chang | The Allied Association for Science Park Industries | Financial Statement Reading and Analysis for Non-Financial Managers | 3 |
| Taiwan Corporate Governance Association | Seminar on Improving Performance Evaluation of Boards and Functional Committees | 3 | ||
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Taiwan Institute of Directors | Trends in Sustainability Information and Financial Reporting Disclosure | 3 |
- 2025 Head of corporate governance's trainings:
| Title | Name | Organizer | Course | Hours |
|---|---|---|---|---|
| Diretor of Operation management div. (Chief Sustainability Officer) | Hsin-Pei Liao | Taiwan Corporate Governance Association | Trends and Risk Management of Digital Technology and Artificial Intelligence | 3 |
| Taiwan Corporate Governance Association | ESG-Related Legal Issues for the Board of Directors | 3 | ||
| Securities and Futures Institute | Sustainability Disclosure Practical Workshop for Listed Companies | 12 |
2.2.10. Status of Implementation of Internal Control System:
- Internal Control Statement:
Please visit the Market Observation Post System (MOPS) at https://mops.twse.com.tw, select "Listed Company Info," then under "Corporate Governance," click on "Company Rules/Internal Control" to access the Internal Control Statement disclosures.
- The person who entrusts the accountant to review the internal control system on an ad hoc basis should disclose the accountant's review report: No such situation.
2.2.11. In recent years and as of the date of publication of the annual report, important resolutions from the annual shareholders' meeting and the board of directors' meetings:
- Content of resolution and implementation from the Annual Shareholders' meeting:
Date of 2025 Annual Shareholders' meeting: June 03, 2025
| Important Resolution Matters: | Implementation |
|---|---|
| (1) 2024 Financial statements approved | - |
| (2) 2024 Earnings distribution | Distributed by resolution |
- Important resolutions from board of directors' meetings: The company held in total of six board meetings in 2025 and 2026 as of the publication date of the annual report. The important resolutions are summarized as follows:
| Date | Important resolution matters |
|---|---|
| 2025/3/13 | 1. Passed the independent assessment of the company's certified accountants. |
| 2. 2024 Board of directors, supervisors, managers and employees' compensation distribution approved. | |
| 3. 2024 business reports and finance statements approved. | |
| 4. 2024 profit distribution approved. | |
| 5. 2024 distribution of shareholders' cash dividends approved. | |
| 6. 2024 "Statement of Internal Control" approved. | |
| 7. Amendments to the investment structure restructuring agreement between the Company and KoBrite Corp. | |
| 8. Approval of defining the scope of the Company's "Entry-level Staff" | |
| 9. Amendments to the "Articles of Incorporation". | |
| 10. Re-election of the Company's directors (including independent directors) | |
| 11. Approval of the list of nominated directors (including independent directors) | |
| 12. Approval of the lifting of non-compete restrictions on newly appointed directors | |
| 13. Matters of convening 2025 Annual Shareholders' meeting approved. | |
| Opinions from Independent directors: N/A |
| 2025/5/10 | 1. Review of the financial statements for the first quarter of 2025 approved.
2. Loans to the subsidiary Kobrite Taiwan Corporation from the company Approved.
3. Approval of the Company’s “Pre-Approval Policy for Non-Assurance Services Provided by the Certified Public Accountant Firm”
Opinions from Independent directors: N/A |
| --- | --- |
| 2025/6/3 | 1. Chairman's Election
2. Appointment of Members of the Second term of Audit Committee and the Sixth term of Remuneration Committee |
| 2025/8/8 | 1. Review of the financial statements for the second quarter of 2025 approved. |
| 2025/11/10 | 1. Review of the financial statements for the third quarter of 2025 approved.
2. 2026 Auditing plan review approved.
3. 2024 Board of directors, compensation distribution review approved.
4. 2024 Manager and employees compensation distribution review approved.
5. Amendment to the company's internal control and auditing systems for payroll and computerized information system processing.
6. Approval of establishing a "Sustainability and Nomination Committee" and formulating "Organizational Regulations for the Sustainability and Nomination Committee".
Opinions from Independent directors: N/A |
| 2026/3/13 | 1. Independence Evaluation of Certified Public Accountants approved.
2. 2025 Business reports and financial statements approved.
3. 2025 Employees and directors compensation distribution approved.
4. 2025 profit distribution approved.
5. 2025 shareholder dividends distributed in cash approved.
6. 2025 Statement of internal control approved.
7. Approved the amendment to the "Articles of Incorporation".
8. Amended the "Pre-approval Procedures for Non-Confirmation Services Provided by Certified Public Accountants.
9. Amended the "Organizational Regulations of the Sustainable Development and Nomination Committee"
10. Approved the company’s cash capital increase in KoBrite Corporation.
11. Proposal Regarding Matters Related to the Convening of the Company’s 2026 Annual Shareholders’ Meeting approved.
Opinions from Independent directors: N/A |
2.2.12. In recent years and as of the date of publication of the annual report, any of independent directors held objections with records or statements during the board of directors' meetings and such contents:
No such situation
2.2.13. In recent years and as of the date of publication of the annual report, summary of the resignation and dismissal of the company's chairman, CEO, accounting manager, finance manager, internal audit manager and research and development manager: No such situation
2.3 Information of Audit fees
2.3.1. Disclosure of individual amounts of CPA audit fees
Unit: NT $thousands
| Accounting firm | Name of CPA | Audit fee | Non-Audit Fee | Audit period | |
|---|---|---|---|---|---|
| Pricing report | Other | ||||
| KPMG | Hui-Chih Kou Hsin-Yi Kuo | 3,920 | - | - | 2024/1/1~12/31 |
| KPMG | - | 280 | 100 | 2024/1/1~12/31 |
2.3.2. If the non-audit fees paid to CPA, the accounting firms where CPA belongs, and its affiliated enterprises, are more than a quarter of the audit public fees, the amount of audit and non-audit public fees and non-audit services shall be disclosed: No such situation
2.3.3. If the audit fee has decreased by more than 15% compared with the previous year, the amount, proportion and reason for the reduction of audit fee shall be disclosed: No such situation.
2.4 Information on Change of CPA
2.4.1 About the previous CPA:
| Replacement date | March 31, 2025 | |||
|---|---|---|---|---|
| Reason and explanation | Internal personnel relocation made by the accounting firm | |||
| Explain that the client or accountant terminated or did not accept the appointment | Party Situation | CPA | Client | |
| Voluntary termination | - | - | ||
| No longer accept (continue) appointment | - | - | ||
| Opinions and reasons for the issuance of rification reports other an unqualified opinions thin the latest two years | N/A | |||
| Any disagreement with | Accounting principals or practices |
59
| the issuer | Y | Disclosure of financial reports | |
|---|---|---|---|
| Scope or step of auditing | |||
| Others | |||
| N | V | ||
| Explanation | |||
| Other disclosed matters | N/A |
2.4.2 About the successor of CPA
| Accounting firm | KPMG |
|---|---|
| Name of CPA | Hui-Chih Kou, Hsin-Yi, Kuo |
| Appointed date | April 1, 2025 |
| Consultation matters and results on the accounting treatment methods or accounting principles of specific transactions and possible issuance of financial reports before appointment | N/A |
| Successor of CPA’s written opinions on accounting matters that are different from the previous CPAs’ | N/A |
2.4.3. Reply from the previous CPA: Not applicable
2.5 The company's chairman, president, finance or accounting managers who has worked in an accounting firm or its affiliated company within last year should disclose name, title and the period of working in the office of the visa accountant or its affiliated company: No such situation
2.6 In recent years and as of the date of publication of the annual report, directors, supervisors, managers and shareholders whose shareholding ratio exceeds 10% share transfer and share pledge changes:
2.6.1. Changes in the equity of directors, supervisors, managers and major shareholders
For information on changes in shareholding, please visit the Market Observation Post System (MOPS) at https://mops.twse.com.tw, select “Listed Company Info,” then go to “Shareholding Changes / Securities Issuance,” and click on “Insider Shareholding Changes – Post-Transaction Report” to search for relevant data.
2.6.2. Stock transfer information
In the most recent year and up to the date of publication of this annual report, there have been no instances where the counterparties to share transfers involving the Company’s directors, managerial officers, or shareholders holding more than 10% of the Company’s shares were
related parties of the Company.
2.6.3. Stock pledge information
In the most recent year and up to the date of publication of this annual report, there have been no instances where the counterparties to share pledges involving the Company's directors, managerial officers, or shareholders holding more than $10\%$ of the Company's shares were related parties of the Company.
2.7 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.
April 10, 2026
| Name | Me | Spouse and minor children | Hold in the name of others | The top ten shareholders if inter-related to a party or a spouse, or kinship within second degree, etc. | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholdi ng ratio | Shares | % | Shares | % | Name | Relationship | ||
| Yi-Run Investment Co., Ltd. | 31,859,212 | 18.39 | - | - | 0 | - | Shu-June Wang Tsung-Jen Liaw | Representative Director | |
| Wan-Hsu Investment Co., Ltd | 27,378,397 | 15.81 | - | - | 0 | - | Tsung-Jen Liaw Shu-June Wang | Representative Director | |
| Tsung-Jen Liaw | 21,062,417 | 12.16 | 5,766,547 | 3.33 | 0 | - | Wan-Hsu Investment Co., Ltd Yi-Run Investment Co., Ltd. Shu-June Wang Hsin-Pei Liao Ju-Ching Liao | Representative Director Spouse Daughter Kinship within second degree | |
| Shu-June Wang | 5,766,547 | 3.33 | 21,028,417 | 12.16 | 0 | - | Yi-Run Investment Co., Ltd. Wan-Hsu Investment Co., Ltd Tsung-Jen Liaw Hsin-Pei Liao | Representative Director Spouse Daughter | |
| Hsin-Pei Liao | 3,347,333 | 1.93 | 96,000 | 0.06 | 0 | - | Tsung-Jen Liaw Shu-June Wang | Father Mother | |
| Po-Yuan Lin | 2,291,596 | 1.32 | 0 | - | 0 | - | Ju-Ching Liao Chung-Yao Lin | Mother Father | |
| Ju-Ching Liao | 2,240,541 | 1.29 | 1,690,929 | 0.98 | 0 | - | Tsung-Jen Liaw Chung-Yao Lin Po-Yuan Lin | Kinship within second degree Spouse Son | |
| Chung-Yao Lin | 1,690,929 | 0.98 | 2,240,541 | 1.29 | 0 | - | Ju-Ching Liao Po-Yuan Lin | Spouse Son | |
| Ju-Hao Liao | 1,404,188 | 0.81 | - | - | 0 | - | Tsung-Jen Liaw Ju-Ching Liao | Kinship within second degree Kinship within second degree | |
| HSBC Custody of Merrill Lynch | 1,233,543 | 0.71 |
61
| Name | Me | Spouse and minor children | Hold in the name of others | The top ten shareholders if inter-related to a party or a spouse, or kinship within second degree, etc. | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding ratio | Shares | % | Shares | % | Name | Relationship | ||
| International Investment Account |
2.8 The 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
Comprehensive shareholding ratio
Unit: thousand shares; %
| Reinvestment | Investment by the company | Directors, supervisors, managers and investments that directly or indirectly control businesses | Comprehensive investment | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Wanhui Enterprise Co., Ltd. | 11,460 | 99.65 | 40 | 0.35 | 11,500 | 100.00 |
| KoBrite Taiwan Corp. | 50,000 | 100.00 | - | - | 50,000 | 100.00 |
| KoBrite Corp. | 1,250 | 100.00 | - | - | 1,250 | 100.00 |
| Lisheng International Industrial Co., Ltd. | 28,592 | 59.57 | 14,992 | 31.96 | 43,584 | 91.53 |
| Bright Crystal Company Limited | 100,994 | 79.93 | - | - | 100,994 | 79.93 |
| American Bright | 152 | 45.63 | - | - | 152 | 45.63 |
| Wanxu Enterprise Co., Ltd. | 2,993 | 23.03 | 3,249 | 25.00 | 6,242 | 48.03 |
| Powertip Image Corp. | 7,626 | 16.17 | 210 | 0.45 | 7,958 | 16.62 |
62
3. Capital and Shares
3.1 Capitalization
Capital formation history:
| Y/M | Issued Price | Approved share capital | Paid-in capital | Note | ||||
|---|---|---|---|---|---|---|---|---|
| Shares (thousand) | Amount (NT $thousand) | Shares (thousand) | Amount (NT $thousand) | Source of equity | Those who use property other than cash to offset the share capital | Others | ||
| 2020/08 | 10 | 350,000 | 3,500,000 | 181,674 | 1,816,742 | Capital reduction by treasury stock | N/A | FSC Cert. (rules)No. 1090345719 |
| 2022/10 | 10 | 350,000 | 3,500,000 | 173,203 | 1,732,032 | Capital reduction by treasury stock | N/A | FSC Cert. (rules)No. 11101196140 |
| Types of shares | Approved share capital | Note | ||||||
| --- | --- | --- | --- | --- | --- | |||
| Outstanding shares | Treasury stock | Unissued shares | Total | |||||
| Registered common stock | 173,203,224 | - | 176,796,776 | 350,000,000 | Listed company stock |
3.2 List of major shareholders
| Name Shares | Number of shares held | Shareholding ratio |
|---|---|---|
| Yi-Run Investment Co., Ltd. | 31,859,212 | 18.39% |
| Wan-Hsu Investment Co., Ltd | 27,378,397 | 15.81% |
| Tsung-Jen Liaw | 21,062,417 | 12.16% |
| Shu-June Wang | 5,766,547 | 3.33% |
| Hsin-Pei Liao | 3,347,333 | 1.93% |
| Po-Yuan Lin | 2,291,596 | 1.32% |
| Ju-Ching Liao | 2,240,541 | 1.29% |
| Chung-Yao Lin | 1,690,929 | 0.98% |
| Ju-Hao Liao | 1,404,188 | 0.81% |
| HSBC Custody of Merrill Lynch International Investment Account | 1,233,543 | 0.71% |
3.3 Dividend policy and implementation status
3.3.1. The company's dividend policy:
Before dividend distribution, the company shall first complete the taxation, then make up for the accumulated losses from the past years. According to regulations, the company shall also set aside proportion of earnings as legal reserves and special reserves for each fiscal year. In addition to the undistributed surplus of the previous year, after considering the funds required for operations, at least $50\%$ of the shareholders' dividends shall be allocated, and the proportion of cash dividends shall not be less than $10\%$ .
3.3.2. Implementation status:
On March 12, 2026, the board of directors approved 2025 surplus distribution. The company planned to distribute cash dividends of NT$1.00 per share based on the number of outstanding shares, so the total cash dividends will be NT 173,203,000, which accounting for about $102\%$ of the distributable surplus. The plan will be able to be executed after approval from the shareholders' general meeting.
3.4 The impact of the proposed bonus shares at the shareholders' meeting on the company's operating performance and earnings per share:
No proposal for allotment of bonus shares at 2025 shareholders' meeting.
3.5 Compensation of employees and directors
3.5.1. The percentage or scope of compensation of employees and directors as stated in the Articles of incorporation:
In accordance with the Company's Articles of Incorporation, estimated compensation for employees and directors is recognized. If there is any discrepancy between the estimated amount and the amount resolved for distribution by the Board of Directors,
the difference is recognized in the following year's profit or loss. On March 12, 2026, the Board of Directors resolved to distribute employee and director compensation for the year 2025. The differences between the estimated expenses and the actual distribution, as well as the handling thereof, are as follows:
| Distribution Item | Amount Resolved by the Board (NTD '000) | Estimated Expense for the Year (NTD '000) | Difference (NTD '000) | Reason for Difference and Handling |
|---|---|---|---|---|
| Employee Compensation – Cash | 22,188 | 22,188 | 0 | – |
| Director Compensation | 5,547 | 5,547 | 0 | – |
3.5.2. Actual distribution of employees and directors compensation from the previous year: The company allotted the 2024 surplus to employees and directors with amounts of NT$ 20,368,000 and NT$ 5,092,000 respectively. As of the end of 2025, the director compensation has been fully paid, while NT$2,019 thousand of the employee compensation remains unpaid and is expected to be fully disbursed in 2025.
3.6 Status of share buyback:
The Company has not conducted any share buybacks in the past three years.
3.7 Issuance of corporate bonds:
No outstanding corporate bonds nor corporate bonds under processing.
3.8 Preferred shares:
No such situation.
3.9 Issuance of overseas depository receipts:
No such situation.
3.10 Status of employee Stock Option Plan:
No outstanding employee stock options.
3.11 Status of employee restricted stock:
No such situation.
3.12 Status of M&A or transfer of new shares issued by other companies:
No such situation.
3.13 Financing plans and implementation:
No such situation
65
4. Operational highlights
4.1 Business Activities
4.1.1 Scope of business
(1) The company’s main business:
The company and its subsidiaries focus on producing photoelectric components. The main products include light-emitting diodes (LED), display modules, infrared component modules, surface mounted device (SMD) type of light-emitting diodes and light-emitting diode’s related application modules. It is widely used in consumer electronics industry, lighting market, automotive market and other fields.
(2) Proportion of sales revenue:
| Products | % |
|---|---|
| LED related products | 89 % |
| Engineering project | 9 % |
| Others | 2 % |
(3) The company’s current products:
The company’s main products are light-emitting diode components and its related applications, which are divided into visible light and invisible.
Visible: Lamp, Display, SMD, PLCC, LED. Light bar assembly, outdoor/indoor LED luminaries.
Invisible: Infrared, Motor assembly, Sensor assembly.
(4) Products under development:
The company’s product development focuses on smart home application, security and safety control, aviation and transportation electronics, gaming application, and various lighting products according to the recent emerging technologies development and market needs. The company also focuses on development of multi-functional and high-efficiency light sources, automotive LEDs, ambient light sensor (ALS), UVC LED application technologies, smart street lighting and optical communication related modules.
4.1.2 LED industry overview
(1) Status and development of the industry:
Light emitting diode (LED) has the inherent advantages of small size, multi-color, good visibility, capability for mass production, etc. It is easy to make multiple light-emitting elements, and this light-emitting diode element has no filament and low power consumption. With rapid response and long lifespan, it can be widely used in consumer electronics devices, information industry, communications, automobiles, traffic signs, industrial instruments, and outdoor/indoor display and other fields.
The LED industry is inseparable from the development of technology. The innovation of technology products also synchronously drives the research and development of LED application. In addition to the LED development of consumer electronics, household appliances, and automobiles products,
LED's characteristics are also widely used with regard to smart manufacturing, optical communication, AR and VR related fields. In this regard, the company continues to study and improve in such fields of new technology and take the opportunity to promote and expand the applications of existing LEDs in the future and finally to increase sales and operate sustainably.
(2) LED industrial chain:
The LED industry is mainly formed by vertical mode, which can be divided into upstream for wafers, die, midstream for LED packaging and downstream for LED application products, and LED application is the part among others that has high added value in the entire industry chain.

(3) Product development trends and competition:
a. Advanced technology developed for current LED application product
End products such as household appliances and customer electronics products, has intellectual upgrading which increased the demand for infrared LEDs (IR LEDs) and SMD LEDs with various sensors and other components for packaging. It has also driven the improvement of related processes and machinery and equipment to greatly improve the yield. The photo coupler, applied on security, monitoring, medical, smart meters, etc areas, have been greatly improved on product manufacturing process and related packaging and testing technology. The related IC, sensors and other assembly and testing technology have also been greatly improved.
b. Special Multi-Chip, Multi-Wavelength Integrated LED Applications:
The development of multi-chip, multi-wavelength integrated LEDs is primarily focused on applications in the medical, automotive, and aerospace sectors. In addition, the phased development results of the previously initiated photo relay project are currently being further advanced in conjunction with ongoing projects. Looking ahead, experimental testing on certain materials will be conducted, aiming to achieve product differentiation through the unique properties of those materials.
c. (3) Automotive Market Competition:
The automotive and system application markets are highly competitive, with many companies entering the space and engaging in price-cutting strategies. However, due to the impact of the trade war, the intensity of competition has somewhat eased for the time being, though future developments remain to be seen.
4.1.3 Recent technology and research and development
(1) R&D expenses invested in the most recent year and up to the date of publication of the annual report:
Unit: NT $thousand
| Year | R&D expenses |
|---|---|
| 2025 | 14,127 |
(2) Successfully developed technology or product:
Over decades, the company has developed various LED light sources, LED components and LED commercial products, and has been oriented towards diversified special products. Especially for the application of special light sources and the development of niche products have achieved in great results. The main technical products can be applied to various markets with different applications, such as medical, automotive, aerospace, home appliances, security control, consumer electronics, indoor and outdoor lighting and signal lights, and optical communications. In addition, in recent years, there have been relevant phased achievements in focusing on the development of LED products. It is more prominent in related Ambient Light Sensor products, various LED and IC packaging products, UV-C LED products and LED smart lighting products.
a. Smart lighting product
The company developed the full range of moduled street lights series and obtained the certification of the street light energy-saving label in 2015 as the first company in Taiwan. In 2017, a series of new generation of street lights and related landscape lights, flood lights, tunnel lights and other products with high-efficiency 120lm / W have been developed. The specifications meet the road lighting requirements and complied with National Standards of the Republic of China (CNS). The price is competitive. The series can provide safe lighting environment. The light source adopts its own patented technology and produced by special manufacturing process. Moreover, it passed the difficult LM80 test to increase lifespan and usability. For getting domestic or foreign public construction projects, the products are relatively superior than others. In 2021, product improvement for the series of street lamps and related landscape lamps, floodlights, tunnel lamps and other products carried out to increase the luminous efficiency more than 180lm / W. At the same time, the intelligent series of street lights equipped with controllers for climate environment sensing, temperature, and automatic adjustment of brightness and darkness has obtained patents at home and abroad.
b. Products for niche markets
The company's infrared and motor module products had been developed in cooperation with customers and successfully applied to smart robots and smart sweeper products. Facing the upcoming era of "Industry 4.0!" Smart manufacturing, the pace of development of photo relays (Photo Relay) is also actively keeping up. Compared with mechanical relays, photo relays have continuous overlap, low current drive and fast response. One of the indispensable components of intelligent production machinery.
c. Sterilization applications
Recently, the UV-C LED products that the company has been focusing on development have had preliminary results and the related projects are currently entering into sample stage.
d. LED modules
For the ATM module serial products, some small-scale trial production has been started and some parts have been successfully trial-produced and are continuing
to advance with customers. In addition, for aerospace, the new project has begun to conduct sample certification. Follow-up progress tracking will continue.
e. LED components
For LED components with IC, multi-chip and multi-wavelength related products, a variety of such products have been verified. Whether it is Receiver module with IC, RGBW with IC, SMD with IC, Photo coupler with IC and basic PLCC with IC, there are many products with various functions for promotion and samples have been approved continuously.
(3) Future R&D plans:
In 2026, we continued to work on LED projects with special specifications, multiple chips and multiple wavelengths, which are mainly used in medical, automotive and aerospace fields. In addition, the previous development’s phase of photo relay has been continuously carried out on schedule. Compared with mechanical relays, photo relays have longer life span, low current drive and fast response. They are one of the indispensable components in the field of intelligence manufacturing and mechanical manufacturing.
In addition to product development, the company, in recent years, focused on optimizing its processes and manufacturing operations. Efforts include upgrading machinery and equipment to improve production efficiency and increasing automation to reduce direct labor requirements. Several related improvement and manufacturing projects have already been partially implemented, and ongoing evaluation of their benefits and experimental testing continues. Finally, with regard to smart city concept, due to the popularity of street lamps in Taiwan, besides lighting, there are many additional applications can be attached. Smart street lighting are mainly designed and installed with controllers, sensors and other components so that the street lighting can have more functions services attached, at the same time reducing the original costs of building a base for these functions. For example, with wireless transmission attached, when the lamp fails, the controller can directly detect and report to the control center and call for maintenance.
Various types of environmental monitoring can be attached using multiple sensors, which to detect harmful gases, noise, PM2.5, wind speed, wind direction, temperature, humidity, and etc., to report back to the control center and to alert the public. The lamp itself can also use the lighting sensors to detect ambient lights periodically and automatically adjust lamp’s brightness to meet comfort for vision without wasting power. In addition to the above intelligent functions, street lighting may support connections between 4G/5G transmitters as miniature base stations in the future or can possibly support and cooperate with other fields like vehicle charging, and etc. There are unlimited possibilities could be accomplished in the future.
(4) Expected R&D expenditure in the coming year:
The company's R&D expenditures accounted for about 1% of revenue in the past two years. The company has not expanded the development of emerging products yet. It is expected that the R&D expenditures in 2026 will increase to approximately 3% of revenue.
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4.1.4 Long-term and short-term business development plans
Short-term plan: For the existing application products used in including smart home appliances, security and safety control, aviation and transportation electronics, gaming applications, and various lighting fields, the company continues to improve the qualities and functions of these products and achieve customization and differentiation to fulfill customers' demands of adding more values on their final products. For emerging technological products using new application technologies, the company will accelerate the R&D development in order to grasp new market opportunities and increase revenues and profits.
Long-term plan: The company's development strategy is to constantly seek differentiated markets, avoid price competition in the expansion of production capacity, and cross-border cooperation to enhance the added value of its own or the other party's existing or future products.
4.2 Summaries of market, production and sales
4.2.1 Market analysis
(1) The sales area and market share of the company's products
Unit: NT $thousand
| Year Area | 2025 | |
|---|---|---|
| Sales revenues | Ratio (%) | |
| China (including HK) | 526,364 | 46% |
| United States | 195,274 | 17% |
| Korea | 196,471 | 17% |
| Taiwan | 162,236 | 14% |
| Others | 61,653 | 6% |
| Total | 1,141,998 | 100% |
(2) Applications of main products
| Products | Main applications |
|---|---|
| Visible LED | Computer and computing peripherals, communications, electrical appliances, firefighting, medical and aesthetic equipment, lighting, automotive electronics and display, ...etc. |
| Invisible LED | Industrial automatic control, home appliances, motor products, security, remote control for home appliances, ...etc. |
(3) Applications of main products
As environmental awareness continues to rise, low-energy light source products continue to be developed and widely used in various household appliances, consumer electronics, medical and aesthetic medical, and automotive electronics. The future market demand for LED components will
show a steady growth trend. However, due to the vicious price competition from manufacturers in China, the market demand has grown but the profits have shrunk.
(4) Competitiveness
a. Wide range of product applications
The LED components are indispensable parts in electronic commodities. Electrical appliances used in daily life are mostly related to them. They are irreplaceable products. Customers are widely from consumer electronics, computers and peripheral equipment, telecommunications, Fire protection, security, automotive electronics and other related industries, the market demand is still showing a growth trend.
b. Sophisticated production technology
The company has been established for more than 30 years and has sophisticated and excellent production technology. The company is one of the excellent manufacturers of LED component manufacturing industry and obtained ISO14000, ISO / TS16949 and AS9100 quality certifications. Under highly automated production, product quality is well recognized by customers.
c. Integration of upstream and downstream and stable supply of raw materials
The company has divisions from LED upstream wafers, LED brackets to LED packaging for various manufacturing stages to ensure sufficient raw material supplies and stable quality.
(5) Advantages and disadvantages of development prospects and countermeasures
a. Favorable factors
-
Market demand continues to grow: Due to the global energy exhaustion crisis, environmental awareness is on the rise. The LED components are low-energy consumption products that can be widely used in consumer electronics, computers and peripheral equipments, telecommunications, medical, fire protection, security, automotive electronics and other related industries in order to produce indispensable parts for related products. The market demand continues to be optimistic.
-
Excellent technology and integration of upstream, midstream and downstream: After decades of development of LED industry in Taiwan, the integration of upstream, midstream and downstream technologies has been stable and mature. Its excellent production technology and product quality have always been highly competitive internationally, and our company is also one of the strong cornerstones of the domestic LED industry. With sophisticated production technology, the company also strengthens the competitiveness in the industry through integration of upstream, middle and downstream, so that the company can develop continuously.
b. Unfavorable factors and countermeasures
- Vicious competition from manufacturers in China: The vigorous development of LED industry in recent years has driven more manufacturers to enter the industry and Chinese manufacturers have engaged in vicious competitions under government policy subsidies. A large number of low-priced and inferior products have caused an imbalance in market supply and demand.
Countermeasure: To avoid falling into vicious competition, the company focuses on manufacturing differentiated and high-quality products by improving product quality, and constantly develops new product
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applications in order to expand markets.
- The production environment continues to deteriorate: The advantages that brought by the original internationalized tasks divide model have shrunk because of the rising labor consciousness and protectionism from various countries. The cost of production bases is increasing day by day, and the high capitalization investment makes it difficult to transfer production bases. The company has set up a production plant in Mainland China. In recent years, it has faced a continuous increase in labor costs, rising prices, cancellation of preferential taxes, and the protection policies of the local government, which has deteriorated the operating environment.
Countermeasure: The company actively increases the proportion of production automation and process improvement to reduce production costs and improves the competitiveness of products. At the same time, it adopts lean management and strictly reduces unnecessary unprofitable activities.
4.2.2 Production process of main products

4.2.3 Main raw material supply status
The main products of the company are LED components. The main raw materials are wafers, brackets and printed circuit boards (PCB). Due to the integration of upstream and downstream work within the group, the main raw materials can be supplied by external manufacturers, and also be supplied by KoBrite, Lisheng Electronics and the reinvestment company Yirun Electronics and other suppliers who have stable supply sources.
4.2.4 The name of the manufacturer (customer) and its import (sales) volume, proportion and reasons for the increase and decrease in the volume of the import (sales) volume that
accounted for more than 10% of the import (sales) volume in one of the most recent two years
(1) Manufacturers that accounted for more than 10% of total purchases in any of the most recent two years
Unit: NT $thousand; %
| 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Name | Amount | % of net purchases throughout the year | Relationship | Name | Amount | % of net purchases throughout the year | Relationship |
| American Bright | 69,953 | 14% | Sub-subsidiary | American Bright | 67,808 | 15% | Sub-subsidiary |
| Others | 441,648 | 86% | - | Others | 441,648 | 85% | - |
| Net purchases | 511,601 | 100% | Net purchases | 457,651 | 100% |
*Excluding intercompany purchases between the parent and subsidiaries in the consolidated financial statements, the Company's external procurement sources are diversified. The procurement from AB increased due to the need for specific components for orders. AB is an investee company in which the Company holds a 46% equity interest.
(2) Customers who accounted for more than 10% of total sales in any of the most recent two years
Unit: NT $thousand; %
| 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Name | Amount | % of net sales throughout the year | Relationship | Name | Amount | % of net sales throughout the year | Relationship |
| A | 209,735 | 18% | Affiliated | A | 193,667 | 17% | Affiliated |
| K | 148,904 | 13% | N/A | K | 137,745 | 12% | N/A |
| Others | 819,117 | 69% | - | Others | 810,586 | 71% | - |
| Net sales | 1,177,756 | 100% | - | Net sales | 1,141,998 | 100% | - |
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4.3 Overview of employees in the past two years
| Year | 2024 | 2025 | 2026/4/10 | |
|---|---|---|---|---|
| Number of employees | Director employees | 0 | 0 | 0 |
| Indirector employees | 73 | 79 | 80 | |
| Total | 73 | 79 | 80 | |
| Average age | 47 | 49 | 49 | |
| Average years of service | 13 | 14 | 14 | |
| Education distribution ratio | PhD | 2 | 2 | 2 |
| Master degree | 6 | 7 | 7 | |
| Bachelor degree | 52 | 56 | 57 | |
| High school | 10 | 12 | 12 | |
| Below | 3 | 2 | 2 |
Note: The above information is from parent company Bright LED Electronics Corporation only not including directors who are not employees.
4.4 Expenditures for environmental protection
4.4.1 The company aims to produce products that are integrated into the global environment, and implements an important mission for environmental protection. The company is mainly engaged in the packaging business of light-emitting devices and sensing devices. The Group's environmental management philosophy is that there is no environmental pollution in the production process, and it complies with the local government's environmental protection policies
4.4.2 Regarding investment in major equipments for the prevention and control of environmental pollution, usages and potential benefits: Not applicable.
4.4.3 In the past three years, the company was in the course of improving environmental pollution. If there are incidents of pollution disputes, it shall indicate its handling: N/A.
4.4.4 In the past three years, the total amount of damages (including compensation) suffered by the company due to pollution of the environment, its future countermeasures (including improvement measures) and possible expenditures: N/A
4.4.5 The impact of the current pollution situation and its improvement on the company's earnings, competitive position and capital expenditures and any expected major environmental capital expenditures in the next three years: N/A
4.4.6 In response to the impact of RoHS on the company's financial and business situation: all of the company's products have complied with RoHS regulations, so there is no impact on business and financial aspects.
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4.5 Labor relation
5.5.1 Employee welfare measures:
The company was established in 1981. In order to ensure that employees work with peace of mind and have no worries about life, they have formulated work rules for employees in accordance with the labor-based laws, and established a Labor Retirement Reserve Supervision Committee, which is responsible for the supervision and use of retirement reserves. An employee welfare committee is set up to coordinate the planning of employee benefits and the management of the income and expenditure of benefits throughout the year.
- All employees of the company enjoy labor insurance and national health insurance according to law.
- All employees of the company enjoy special leave according to law.
- The overtime pay of employees of the company is paid according to law.
- The employees of the company all enjoy the rights to buy the company stocks.
- The company's employees can enjoy some course subsidies and scholarships for courses related to work.
2025 Employee trainings:
| Categories | Number of courses | Total visits | Total hours |
|---|---|---|---|
| Professional | 12 | 13 | 353 |
| General | 2 | 38 | 8 |
| Management skills | 1 | 12 | 3 |
| New employee orientation | 8 | 15 | 30 |
| Total | 23 | 78 | 394 |
- The employees of the company are given leave in accordance with the provisions of the Labour Fundamental Law during the wedding and funeral, and enjoy the subsidy of welfare.
- The employees of the company can receive gift (coupon) during the three major festivals every year; In addition to the rights, senior personnel may receive souvenirs.
- The company's employees can receive the birthday gift (coupon).
- The employees of the company have the right to participate in domestic and foreign tourism organized by the employee welfare committee.
- The employees of the company have the right to participate in the company's arrangement for employee health checks.
4.5.2 Retirement system and implementation:
The company has labor retirement regulations and in accordance with (76) New Taipei City No. 41057, set up a labor retirement fund supervision committee, which is responsible for the custody and use of retirement funds. In addition, the company allocates a certain percentage of the retirement reserve according to the salary of the employee every month, and stores it in the special account of the "Brigh LED Electronics Co., Ltd. Labor Retirement Reserve Supervision Committee" in the Bank of Taiwan. As of December 31, 2025, the amount of the retirement reserve fund, provided by the Company, in the Bank of Taiwan was NT $19,920,000. Since July 1, 2005, in conjunction with the implementation of the Labor Pension Regulations (hereinafter referred to as the "new system"), existing employees who originally applicable to
old regulation, if they choose to apply the new system, or new employees who join after the new system adopted determine their years of service by the definite appropriation system. The pension payment is paid by the company at a monthly rate of 6% of the monthly salary, which is stored in the individual account of the labor pension.
| Pension System | Old System | New System |
|---|---|---|
| Applicable legal sources | Labor Standards Act | Labor Pension Act |
| How | A 4.683% allocation based on the total monthly salary of employees will be deposited into a designated account at a Taiwanese bank under the company's name. | Employee contribution of 6% |
| Amount | Accumulated Labor Retirement Reserves: NT$19,664,000 | 2025 fiscal year allocation: NT$2,800,000 |
4.5.3 Labor management situation:
The company has always upheld the spirit of independent management. Each department or each member has effective communication channels and spaces to understand each other, and to discuss with each other through business meetings to effectively communicate, so the labor-management relationship is extremely harmonious.
4.5.4 In the most recent year and up to the date of publication of the annual report, losses suffered due to labor disputes: N/A
4.5.5 Any disputes or need for coordination between labor and management: N/A.
4.5.6 Human Right Policy declaration:
Bright LED Electronics Corp.
Human Rights Policy
-
General purpose
This is a human rights protection policy stated by the company to support and follow the spirit of human rights conventions from international organizations such as the United Nations Universal Declaration of Human Rights, the Global Covenant, and the United Nations Guiding Principles on Business and Human Rights in order to provide such comfortable working environment with secured human rights. -
Scope of application
All relevant companies affiliated to the company are informed in accordance with this policy statement. -
Declaration
We abide by relevant international human rights conventions and comply with the spirit of localization, provide equal employment conditions for local labor and employ diversity. - We care employee health and safety-physical examination, workplace safety.
- No Child labor
- Prohibition of any form of forced labor
- No unfair treatment given due to discriminations based on race, gender, religion, age, political
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preferences...etc.
- No extension of working hours in violation of the law.
- We provide impartial opportunity of promotion and compensation increase.
- Smooth communication among employees
- We value right of privacy- legal us of personal data collection
-
We respect employees' freedom of association and assembly and protection of right to organize.
-
This policy statement had been submitted to the general manager for approval. Same shall apply to amendments and abolitions.
4.6 Information security management:
4.6.1. Information security risk management structure, information security policy, specific management plan and resources invested in information security management, etc.
(1) Information Security Structure:
The company formulated the information security risk management policy and structure on 2020/11/6. The information security policy is formulated based on the actual management needs of the company.
b. The security risk management structure of the Company is as below:

(2) Information Security Policy:
To maintain the Company's competitive advantage, all employees are required to manage themselves in accordance with the Company's issued information protection policies and to be aware of cybersecurity. In addition to the information security controls implemented by the information systems, greater emphasis is placed on protecting the confidentiality, integrity, and availability of important personal and transactional data. At the same time, the Company strengthens information security management to ensure the security of data, systems, equipment, and networks, creating a healthy information environment and deploying innovative cybersecurity technologies to ensure effective information security management operations.
(3) Specific Management Plans and Resource Investment:
a. Internal audit:
Auditing personnel and members of the information security committee regularly audit to avoid flaws in information security risk management.
b. Trainings:
In accordance with the information security risk management policy and framework, in addition to educating new employees about cybersecurity behaviors, directors, supervisors, financial accounting personnel, audit staff, and senior managers are required to participate in both internal and external training annually. In 2024, relevant
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personnel participated in courses on regulatory revisions, board supervision and operational practices, internal control fraud audits, insider trading, professional ethics, and legal responsibilities for economic crimes, with a total of 6 participants and 18 hours of related training. The information security committee regularly organizes "Cybersecurity Risk Education and Case Sharing" online courses, requiring all employees to participate. As of October 25, 2024, a total of 40 participants completed 6.5 hours of online courses.
c. Website Security:
In addition to end-user antivirus protection, email antivirus has been added to provide first-layer protection as emails enter the server.
d. Website Structure Updates to Meet Current Security Standards: Except for the need for a complete website update to address Content-Security-Policy, all other parts of the website now meet security standards, including: X-Content-Type-Options, X-Frame-Options, Referrer-Policy, Permissions-Policy, Content-Security-Policy, and Strict-Transport-Security.
e. Email Security:
An SSL certificate has been added to establish a secure mechanism for the website, providing server identity verification and encrypted data transmission, making it safer for users to browse the website.
f. Spam Protection:
New email verification features such as DKIM, SPF, and DMARC have been added to prevent phishing attacks and junk emails.
4.6.2. List the losses, possible impacts and countermeasures caused by major information security incidents in the most recent year and up to the date of publication of the annual report. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated.: No such situation.
(1) Information Security Management Organizational Chart:

(2) Information Security Policy:
To maintain the company's competitive advantage, all employees are required to follow the company's information protection regulations, practice self-discipline, and maintain strong information security awareness. In addition to implementing security controls for the information systems and services provided, particular emphasis is placed on protecting the confidentiality, integrity, and availability of critical personal and transaction data. At the same time, the company strengthens information security management to ensure the security of data, systems, equipment, and networks, both hardware and software, creating a secure information environment. Innovative information security protection technologies are deployed,
and information security management operations are effectively implemented.
(3) Specific Management Measures and Resource Allocation:
-
Internal auditors and members of the Information Security Committee conduct regular audits to prevent deficiencies in information security risk management.
-
In accordance with the company's information security risk management policies and framework, not only are new employees given training on secure behavior, but directors, supervisors, finance and accounting staff, auditors, and senior managers are also required to participate annually in internal and external training programs. In 2025, relevant personnel participated in courses covering regulatory updates, board supervision and management practices, internal control and fraud auditing, insider trading, professional ethics, and legal responsibilities related to economic crimes. A total of 6 participants completed 18 hours of training. The Information Security Committee also regularly organizes online courses on "Information Security Risk Training and Case Sharing," which all employees are required to attend. In 2025, a total of 39 participants completed 6.5 hours of online training.
-
Website Security: In addition to endpoint antivirus protection, email antivirus protection has been added, providing a first layer of defense when emails enter the server.
-
Website Architecture Updates: The website structure has been revised to comply with current security standards. Except for Content-Security-Policy, which requires a full site update, all other aspects comply with standards, including X-Content-Type-Options, X-Frame-Options, Referrer-Policy, Permissions-Policy, Content-Security-Policy, and Strict-Transport-Security.
-
Email Security: SSL certificates have been added to establish secure website mechanisms, enabling server authentication and encrypted data transmission, ensuring safer browsing for users.
-
Spam Protection: Email authentication mechanisms such as DKIM, SPF, and DMARC have been implemented to prevent spoofing and spam, and to mitigate phishing attacks.
(4) As of the most recent fiscal year and up to the date of publication of this annual report, the company has not experienced any losses due to major information security incidents.
4.7 Important contracts: N/A
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5. Financial Analysis and Risk Management
5.1 Comparison analysis of financial situations
Unit: NT $thousand
| Item\Year | 2025 | 2024 | Differences | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 1,977,816 | 1,994,337 | (16,521) | -1% |
| Property, plant and equipments | 335,145 | 361,000 | (25,855) | -7% |
| Other assets | 1,229,760 | 1,241,763 | (12,003) | -1% |
| Total assets | 3,542,721 | 3,597,100 | (54,379) | -2% |
| Current liabilities | 439,112 | 421,735 | 17,377 | 4% |
| Noncurrent liabilities | 99,866 | 115,235 | (15,369) | -13% |
| Total liabilities | 538,978 | 536,970 | 2,008 | 0% |
| Capital shares | 1,732,032 | 1,732,032 | 0 | 0% |
| Capital reserve | 439,039 | 395,201 | 43,838 | 11% |
| Retained earning | 804,344 | 789,447 | 14,897 | 2% |
| Other equity | -52,201 | 46,534 | (98,735) | -212% |
| Noncontrolling equity | 80,529 | 96,916 | (16,387) | -17% |
| Total equity | 3,003,743 | 3,060,130 | (56,387) | -2% |
| Explanation for changes: (The changes between the previous and latest period reach more than 10% and the changed amount is more than 1% of total assets) (1) The increase in capital surplus at the end of 2025 compared to the previous year was mainly due to the recognition of capital surplus arising from a subsidiary accounted for using the equity method issuing shares at a premium through a cash capital increase. (2) The decrease in other equity at the end of 2025 compared to the previous year was mainly due to a reduction in unrealized gains on financial assets measured at fair value through other comprehensive income. Future response plan: Not applicable. |
5.2 Comparison Analysis of Operating Performance
Unit: NT $thousand
| Item\Year | 2025 | 2024 | Increased (decreased) amount | Change ratio % |
|---|---|---|---|---|
| Operating income | 1,141,998 | 1,177,756 | (35,758) | -3% |
| Operating cost | 809,497 | 846,793 | (37,296) | -4% |
| Operating margin | 332,501 | 330,963 | 1,538 | 0% |
| Operating expenses | 238,215 | 232,961 | 5,254 | 2% |
| Operating profit | 94,286 | 98,002 | (3,716) | -4% |
| Non-operating income and expenses | 156,315 | 131,472 | 24,843 | 19% |
| Net (loss) profit before tax | 250,601 | 229,474 | 21,127 | 9% |
| Income tax | 64,747 | 44,083 | 20,664 | 47% |
| Net profit for the period | 185,854 | 185,391 | 463 | 0% |
| Explanation of changes: (the amount of change is up to NT $10 million and the change rate is more than 20%): Income tax expense in 2025 increased significantly compared to the previous year, mainly due to the recognition of income tax expense after Bright LED Electronics Corp. received a cash dividend of NT$160 million from its sub-subsidiary, Dongguan Bright LED. |
5.3 Cash Flow Analysis
5.3.1 Liquidity analysis for the last two years
| Items
Year | 2025 | 2024 | Change% |
| --- | --- | --- | --- |
| Cash flow ratio (%) | 53.90 | 58.99 | -9% |
| Cash flow allowance ratio (%) | 111.31 | 124.21 | -10% |
| Cash reinvestment ratio (%) | 1.12 | 1.99 | -44% |
| Explanation for changes:
In 2025, the cash flow ratio decreased by 10% and the cash reinvestment ratio decreased by 44%, mainly due to a decline in net cash inflows from operating activities and an increase in accounts payable. | | | |
5.3.2 Improvement plan for insufficient liquidity and analysis of cash liquidity for the coming year
(1) Improvement plan for insufficient liquidity: Not applicable.
(2) Analysis of cash liquidity for the coming year:
Unit: NT $thousand
| 2025
Beginning cash
balance | Net cash flow
from operating
activities
throughout the
year | Annual cash
amount of
investment
and financing
investment
activities | Amount
of cash
surplus
(deficient) | Remedies for
insufficient cash | |
| --- | --- | --- | --- | --- | --- |
| | | | | Investment
plan | Financial
plan |
| 776,829 | 200,000 | (200,000) | 776,829 | - | - |
| Changes of cash flow and liquidity analysis:
It is expected that the gross profit of products sold in the next year will remain stable, and the net cash inflow from operating activities will be approximately NT $ 200,000 thousands and the net cash outflow from investment and financing is about NT $200,000 thousands.
The cash balance at the end of the period is still sufficient, so there is no cash liquidity risk under the condition and the current liability ratio is not high.
Remedy for insufficient cash: Not applicable. | | | | | |
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5.4 Review and analysis of major capital expenditures and their sources of funds
5.4.1 Utilization of major capital expenditures and sources of funds: N/A
5.4.2 Expected possible yields: Not applicable
5.5 The main reasons for the recent annual reinvestment policy and profit or loss from the reinvestment and its improvement plan and investment plan for the coming year
5.5.1 Reinvestment policy: The company's reinvestment policy considers the production and marketing strategies of products or expands the business areas of other industries.
5.5.2 The investment income recognized by the consolidated company in 2025 using the equity method is NT $52,185 thousands.
There has been no major change in the profitability of the invested company in the past year.
5.5.3 Investment plan for the coming year: Currently no investment plan for the coming year.
5.6 Risk management and assessment
5.6.1 The impact of recent annual interest rate, exchange rate, and inflation on the company's profit and loss and future measures:
(1) Interest rate: The Company's fund management is based on a conservative and prudent approach with strong liquidity, aiming to ensure the safety of principal and maintain liquidity.
(2) Exchange rate: The company and its subsidiaries are mainly exposed to the risk of exchange rate changes arising from sales and purchase prices that are not denominated in functional currencies. The Company closely monitors exchange rate movements and adjusts the currency positions of its funds accordingly. When necessary, low-risk hedging instruments are used to mitigate potential losses caused by significant exchange rate fluctuations.
(3) Inflation: Amid global geopolitical tensions, inflation remains highly uncertain. To mitigate the negative effects of price fluctuations, the Company continues to control costs, strengthen its competitive advantage, monitor market supply and demand dynamics, and focus on niche market segments.
5.6.2 Main reasons of engaging in high-risk, high-leverage investment, capital loans to others, endorsement guarantees, policies of, profit or loss from derivatives commodities and future countermeasures:
(1) According to the management policy, the company does not involve in high-risk, high-leveraged investment, nor does it operate derivative commodity transactions, so there is no relevant profit or loss in 2025.
(2) The company's capital loan to others and endorsement guarantee tasks are all processed in accordance with the "Procedures for Governing Loaning of Funds and Making of Endorsements/Guarantees".
5.6.3 The latest annual R&D projects, the current progress of the unfinished R&D projects, the R&D expenses that need to be reinvested, the estimated time to complete mass production, and the factors that will affect the success of R&D in the future: please refer to 4. Operational highlights.
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5.6.4 The impact of recent domestic and foreign important policies and legal changes on the company's finance and business and its countermeasures: The company always concerns about important domestic and foreign policies and legal changes and immediately cooperates with the revision of relevant laws and regulations
5.6.5 The impact of recent technological changes on the company's finance and business and its countermeasures: The company always concerns about changes in the technology industry, and is always ready to make adjustments in all aspects of R&D, production, sales, and operations to respond to industrial changes.
5.6.6 The impact of recent corporate image changes on the company’s crisis management and countermeasures: no such situation.
5.6.7 Expected profits and possible risks of M&A: No such situation.
5.6.8 Expected profits and possible risks of plant expansion: no such situation
5.6.9 Risks faced by the concentration of purchases or sales: no such situation.
5.6.10 For directors, supervisors or shareholders who hold more than 10% of the shares, the impact and risk of large-scale transfer or replacement of equity: no such situation.
5.6.11 Impact and risk of changes in management rights to the company: no such situation
5.6.12 Litigation or non-litigation cases: N/A
5.6.13 Other important risks and its countermeasures: N/A
5.7 Other important matters: N/A
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6. Subsidiaries Information and Other Special Notes
6.1 Information related to the company's affiliates
Please visit the Market Observation Post System (MOPS) at https://mops.twse.com.tw, select "Individual Company," then go to "Electronic Document Download" and click on the "Related Party Transactions – Three Reports Section" to search.
6.2 Status of a private placement of securities during the most recent fiscal year or the current fiscal year up to the date of printing of annual report: N/A
6.3 Holding or disposal of the company shares by the company's subsidiaries during the most recent fiscal year or the current fiscal year up to the date of printing of annual report: N/A
6.4 Other matters that require additional disclosure: N/A
- Any matter that set forth in Subparagraph 2, Paragraph 2, Article 36 of the Securities and Exchange Act, which might produce material impact on shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or the current fiscal year up to the date of printing of annual report: N/A