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CCTC — Annual Report 2025
Apr 29, 2026
52167_rns_2026-04-29_19fcf32f-90f4-4925-a860-ad0d4e6867b0.pdf
Annual Report
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Stock No.: 2613
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CCTC China Container Terminal Corporation
Annual Report 2025 Publication date: March 31, 2026
Accessible on the Website: TWSE MOPS : http://mops.twse.com.tw Company Website : http://www.cctcorp.com.tw
This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.
Spokesperson’s Name, Title, and Contact Number Deputy Spokesperson’s Name, Title, and Contact Number Spokesperson name: Cheng-Hung Chen Name of Deputy: Si-Ying Huang Title: Deputy General Manager Title: Assistant Manager Tel.: (02) 2649-1243 Tel.: (02) 2649-1246 E-mail: [email protected] E-mail: [email protected] HQ Address: No. 275, Section 3, Datong Road, Xizhi District, New Taipei City 221 Tel: (02)8648-2211 Fax: (02)2649-1291 E-mail: [email protected]
Branch Kaohsiung Branch: No. 21-7, Linhai 1st Rd., Gushan District, Kaohsiung City 804 Tel: (07)551-9987 Fax: (07)532-7227 E-mail: [email protected] Taichung Branch: No. 15, Zhongheng 13th, Qingshui District, Taichung City 436 Tel: (04)2657-3456 Fax: (04)2664-1299 E-mail: [email protected] Keelung Branch: No. 56, Zhongshan 3rd Rd., Zhongshan District, Keelung City, 203 Tel: (02)8643-0168 Fax: (02)8643-0169 E-mail: [email protected] CFS at Wharf 69, Port of Kaohsiung: Wharf 69, Yatai Rd., Xiaogang District, Kaohsiung City, 812. Tel: (07)811-8885 Fax: (07)812-4801 E-mail: [email protected] CFS at Wharf 66, Port of Kaohsiung: Wharf 66, Yugang N. 3rd Rd., Chienzheng District, Kaohsiung City, 806. Tel: (07)821-2131 Fax: (07)822-7470 Email: [email protected] CFS at Port of Taichung: No. 15, Zhongheng 13th Rd., Qingshui District, Taichung City 436 Tel: (04)2657-3456 Fax: (04)2664-1299 E-mail: [email protected] CFS at Wharf 31, Taichung: No. 821, Zhongnan 1st Rd., Sec. 2, Wuqi District, Taichung City 435 Tel: (04)2657-3856 Fax: (04)2657-3860 E-mail: [email protected] Wudu CFS: No. 275, Section 3, Datong Rd., Xizhi District, New Taipei City 221 Tel: (02)8648-2211 Fax: (02)2649-1294~6 E-mail: [email protected] Keelung CFS: No. 56, Zhongshan 3rd Rd., Zhongshan District, Keelung City, 203 Tel: (02)8643-0168 Fax: (02)8643-0169 E-mail: [email protected] Name, address, e-mail address, and telephone number of the agency handling shares transfer: Name: Agency Department, CTBC Address: 5F, No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng District, Taipei City 100 Tel: (02)6636-5566 Website: https://www.ctbcbank.com
Names of the certified public accountants who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of the accounting firm to which they belong: 、 Name of CPA: Juan Lu, Man-Yu Lin,Ya-Hui Name of accounting firm: PwC Taiwan Address: 27F, No. 333, Sec. 1, Keelung Rd., Xinyi District, Taipei City 110 Tel: (02)2729-6666 Website: http://www.pwc.com.tw Official website: http://www.cctcorp.com.tw The Company has no securities traded offshore
Table of Contents
One. Report to the shareholders .................................................................. 4 Two. Corporate Governance Report ............................................................... 8 I. Information on the directors, general manager, deputy general managers, assistant general managers, and the chiefs of all the Company's divisions and branch units ................................................................................................................. 8 Ⅱ . Remuneration to directors, general managers and vice general managers .......................................................... 25 III. Operation of corporate governance ..................................................................................................................... 31 IV. Information on CPA (External Auditor) Professional Fees ................................................................................ 77 V. Information on replacement of certified public accountant ................................................................................ 77 VI. Where the company’s chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed. .......................................................................... 79 VII.Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report................................................. 80 VIII.Information on relationship among the top 10 shareholding ratio shareholders ............................................... 83 IX. Total shareholdings of any single enterprise held by the Company, its directors, managerial officers, and any companies controlled either directly or indirectly by the Company: .................................................................. 85 Three. Fundraising ............................................................................ 86 I. Capital and shares .................................................................................................................................................. 86 II. Issuance of corporate bonds ................................................................................................................................. 89 III. Issuance of preferred shares ................................................................................................................................ 89 IV. Issuance of Global Depositary Receipts (GDR) ................................................................................................. 89 V. Issuance of employee share subscription warrants .............................................................................................. 89 VI. Issuance of new restricted employee shares ....................................................................................................... 89 VII. Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies ......................................................................................................................................................... 89 VIII.Implementation of the company’s capital allocation plans ............................................................................... 89 Four. Overview of Business Operations ........................................................... 90 I. Business description .............................................................................................................................................. 90 II. Market and the production and marketing situation ............................................................................................. 98 III. Employees......................................................................................................................................................... 102 IV. Disbursements for environmental protection .................................................................................................... 102 V. Labor relation ..................................................................................................................................................... 104 VI. Cybersecurity Management .............................................................................................................................. 106 Ⅶ . Important contracts ........................................................................................................................................... 110
Five. Review and Analysis of Financial Position and Financial Performance, and Risk Assessment
0
..................................................................................... 111 I. Financial position ................................................................................................................................................ 111 II. Financial performance ........................................................................................................................................ 113 III. Cash flow .......................................................................................................................................................... 114 IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year: None. 115 V. Reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year ........................ 115 VI. Risk analysis and assessment............................................................................................................................ 115 VII. Other important matters . ............................................................................................................................. 116 Six. Special Items to be Included ................................................................ 117 I. Information of affiliates ....................................................................................................................................... 117 II. Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report .................................................................................................................... 120 III. Other matters that require additional description .............................................................................................. 120 Seven. Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company’s securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report .......................................................................... 120 Eight. Appendix ............................................................................. 121 Codes of Ethical Conduct ....................................................................................................................................... 121
1
One. Report to the shareholders
Dear Shareholders,
We sincerely appreciate your taking the time out of your busy schedules to attend the Company’s 2026 Annual General Shareholders’ Meeting. On behalf of the Board of Directors and the management team, I would like to express our gratitude for your continued support and attention to the Company’s development.
I. Business Report for 2025:
For the year 2025, the Company’s consolidated revenue amounted to NT$3.36 billion, representing an increase of 2.48% compared to the previous year. Operating income was NT$350 million, up 2.80% year-over-year. Net income after tax totaled NT$160 million, reflecting a significant increase of 38.35% from the prior year. Earnings per share (EPS) for 2025 was NT$1.14.
II. Summary of Business Plan for 2026:
According to the World Economic Outlook (WEO) report released by the International Monetary Fund (IMF), global economic growth is projected at 3.3% in 2026 and 3.2% in 2027. The report forecasts that advanced economies will grow by 1.7% and 1.8% in 2025 and 2026, respectively, while emerging markets and developing economies are expected to grow by 4.4% and 4.2% over the same period. The IMF further notes that uncertainties affecting the global economy include: (1) geopolitical risks; (2) monetary policy directions of major countries and regions; (3) macroeconomic conditions and policy developments; and (4) the impacts of climate change.
According to the latest supply and demand outlook released by shipping market research institution Alphaliner in January 2026, global shipping capacity increased by 7.2% in 2025, while cargo volume rose by 3.5%. In 2026, capacity growth is expected to moderate to 3.7%, with cargo volume increasing by only 2.5%. The report also highlights several key challenges facing the shipping market this year, including: (1) persistent global economic and political uncertainties; (2) oversupply and fragmented demand; (3) tariff-driven price and volume fluctuations; (4) alliance restructuring; and (5) the Red Sea situation. Accordingly, the Company will remain prudent and responsive to evolving market conditions.
The Company is a container terminal and freight station operator, with core businesses including vessel loading and unloading operations, yard operations, and warehousing services. Downstream partners primarily consist of stevedoring, tallying, and trucking service providers. To enhance operational coordination across the supply chain, the Company has in recent years encouraged shipping lines to discontinue the less efficient practice of separately designating stevedoring, tallying, and trucking services at Keelung Port, and instead adopt the Company’s integrated one-stop service model, thereby significantly improving operational efficiency. Since 2022, the Company has successively implemented upgrades to its Terminal Operating System (TOS 2.0) at both Taichung Port and Keelung Port to enhance information system performance at container terminals and yards. In parallel, the Company has collaborated with Trade-Van Information Services Co., Ltd. to develop the BONIGO container terminal information integration system, aiming to streamline repetitive processes across various stages of container transportation. During the COVID-19 pandemic, when schedule instability led to port congestion, the Company also introduced digital tools such as a LINE BOT service to enable customers to quickly access real-time container status information, which received positive feedback.
III. Future Development Strategies of the Company:
The Company will focus its operations on business expansion and the strengthening of corporate governance.
-
(I) Business Expansion:
-
(1) Business Expansion: The Company aims to provide high-quality and comprehensive services by continuously developing port logistics and port service supply chains, offering integrated full-container services in cooperation with shipping lines at termi-
4
nals, and further extending service coverage from the terminals to the Wudu inland distribution station, positioning it as a port-centered supply chain service system.
-
(2) Strengthening Upstream and Downstream Collaboration: The Company seeks to enhance cooperation with shipping and logistics partners to promote the development of general cargo and warehousing operations, and to provide a customized supply chain service network tailored to customer needs, thereby improving the competitiveness of the ports.
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(3) Enhancing Operational Efficiency: The Company plans to develop a comprehensive service network covering international container terminals in northern, central, and southern ports, providing shipping lines with high-quality and cost-efficient terminal and yard operations, encouraging the use of the “blue highway” as an alternative to congested land transport, and adopting a vertically integrated approach by collaborating with shipping lines, tallying, customs, trucking, and other service providers to jointly operate container terminal businesses.
-
(II) Enhancing Corporate Governance: The Company will continue to promote the following five established objectives to strengthen corporate governance..
-
(1) Full Digitalization:
The Company will continue to promote automated customs clearance to improve efficiency, implement terminal and yard systems to obtain real-time operational information, integrate internal information systems to enhance management effectiveness, and, in response to clients’ digitalization needs, provide customized information integration services.
- (2) Institutionalization:
The Company will continue to comply with relevant domestic and international laws and ISO standards, strengthen environmental, occupational safety, and health management, implement various safety and hygiene training programs, and reduce the incidence of operational errors.
- (3) Strengthening Internal Control:
The Company will continue to review and enhance internal control operations, ensure the ongoing effectiveness of internal controls through regular and ad hoc audits and on-site inspections, and implement a self-monitoring mechanism.
-
(4) Clarification of Responsibilities:
- The Company will establish a tiered accountability mechanism and define work responsibilities to enhance administrative efficiency.
-
(5) Sustainable Governance:
- The Company will continue to implement energy-saving measures, raise employees’ awareness of environmental protection, and adopt a greenhouse gas inventory management system to practice the concept of sustainable operations in the workplace.
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IV. Due to the influence of external competitive conditions, regulatory environments, and the overall macroeconomic environment:
Looking ahead to Taiwan’s economic outlook in 2026, major domestic forecasting institutions generally expect that, although rising geopolitical fragmentation and protectionism may continue to reshape global supply chains, sustained demand for emerging technologies such as artificial intelligence and high-performance computing is likely to support Taiwan’s export momentum. On the domestic front, private consumption is expected to remain steady, supported by easing inflationary pressures and a stable labor market. Overall, Taiwan’s economy in 2026 is expected to exhibit a pattern of “steady external demand and moderate domestic demand,” while continued attention is required regarding the evolving U.S.–China technology competition and the policy direction of major global central banks.
Looking back over the past year, the shipping market has experienced capacity adjustments following the Red Sea crisis, as well as a front-loading surge in demand ahead of tariff barriers. Looking ahead to 2026, the industry is expected to enter both the “first year of new alliance operations” and a more intensive phase of green transition. First, major global shipping alliances (such as the Gemini Cooperation) have undergone operational restructuring this year, and adjustments to service networks will directly affect terminal berthing planning
5
and transshipment demand. Second, with a substantial number of new vessels entering the market, persistent oversupply of capacity is likely to continue constraining freight rate recovery. In addition, increasingly stringent international environmental regulations, such as the EU Emissions Trading System (EU ETS) and the Carbon Intensity Indicator (CII), together with the impending domestic carbon fee, will significantly increase green operating costs, becoming the new normal that shipping and port operators must address.
Although the global trade and economic environment remains challenging, intra-Asia trade has demonstrated relatively strong growth momentum, benefiting from supply chain relocation effects. In response to these market changes, the Company will adopt three key strategies: regional market deepening, digital transformation, and green sustainability. In addition to actively securing new shipping alliance route calls and feeder transshipment business, the Company will continue to replace aging equipment at its terminals and enhance automation to improve operational efficiency and reduce operating costs, with the aim of creating long-term stable returns for shareholders amid a changing environment.
The Company recognizes that its corporate value lies not only in profitability but also in its responsibility toward the environment and society. In response to the “Sustainable Development Roadmap for Listed Companies” issued by the competent authority, the Company adheres to four key pillars—governance, transparency, digitalization, and innovation—and actively promotes net-zero transition and sustainable governance. Since launching the “Sustainable Development Promotion Project” in September 2023, the Company’s concrete ESG initiatives and future outlook are as follows:
- (1) Deepen digital transformation and enhance carbon management efficiency (Digitalization, Innovation):
The Company continues to strengthen its climate change response capabilities. In 2025, it completed its second organizational greenhouse gas (GHG) inventory in accordance with ISO 14064-1, along with third-party verification. Looking ahead to 2026, the Company will fully implement its self-developed “EMS Organizational GHG Inventory System” to conduct the third inventory. With the support of a digital system, the Company will not only significantly reduce manpower required for the inventory process, but also improve the accuracy of greenhouse gas emissions calculations and reduce human error. The Company expects to obtain third-party verification in May 2026, demonstrating its commitment to leveraging digital technologies to advance environmental sustainability.
- (2) Establish industry benchmarks and develop product carbon footprint standards (Net Zero, Innovation):
To enhance industrial competitiveness and lead green service standards, the Company collaborated with National Taiwan University of Science and Technology in 2025 to establish Taiwan’s first Product Category Rules (PCR) for carbon footprint accounting in the container terminal handling service industry. The Company also expects to obtain a service-based carbon footprint label issued by the Ministry of Environment in 2026. This initiative represents a pioneering milestone for Taiwan’s container terminal handling service industry, reinforcing the Company’s leading position in the sector and providing customers with tangible value in developing low-carbon supply chains.
- (3) Implement low-carbon operations and promote electrification of terminal equipment (Net Zero, Innovation):
To realize its vision of a green port, the Company is actively promoting the energy transition of its terminal infrastructure. In terms of power management, Taichung Terminal introduced energy storage systems and smart meters in 2025, optimizing energy efficiency and power dispatch through smart grid technologies. Regarding equipment electrification, electric tractors were also deployed at Taichung Terminal in 2025 to support centralized inspection operations, thereby effectively reducing mobile sources of emissions within the port area. Looking ahead, the Company is gradually introducing electric forklifts at Warehouse 31 of Taichung Terminal, with the goal of achieving a “carbon neutrality” milestone for the warehouse through full electrification of operational equipment, thereby demonstrating its commitment to corporate net-zero emissions.
- (4) Enhance information disclosure and strengthen stakeholder communication (Transparency, Governance):
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The Company is committed to enhancing information transparency. In 2025, it completed its first ESG Sustainability Report with third-party assurance, which was approved by the Board of Directors and submitted to the Financial Supervisory Commission. In 2026, the Company will continue to uphold this high standard and expects to publish its second ESG Sustainability Report, ensuring that shareholders and all stakeholders are able to timely access the Company’s latest performance in environmental, social, and governance aspects.
Looking ahead, the Company will continue to deeply integrate ESG factors into its operational strategies and management policies. We firmly believe that, with many years of market experience, strong and stable partnerships, and the diligent and dedicated efforts of all employees, the Company will move forward steadily in a changing market environment and create long-term sustainable value for its shareholders.
We wish all our shareholders continued health and prosperity.
Lin, Hong-Nian, Chairman
Huang, Kuo-Liang, President
Chen, Cheng-Hung, Accounting Officer
March 31, 2026
7
Two. Corporate Governance Report
I. Information on the directors, general manager, deputy general managers, assistant general managers, and the chiefs of all the Company's divisions and branch units:
(I) Information on directors
1. Information on directors
March 26, 2024; unit: shares
| Job title | Nationality or place of registration |
Name |
Gender | Age | Date of appointment to position |
Term of office |
Date of first election to position |
Shares held when elected |
Shares held when elected |
Current shares held | Current shares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares he nom |
ld through inees |
Principal work experience and academic qualifications |
Positions held concurrently in the company and/or in any other company |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Remarks (Note1 ) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity | Shareholding percentage |
Quantity | Shareholding percentage |
Quantity |
Shareholding percentage |
Quantity |
Sharehold- ing per- centage |
Job title | Name | Relation | |||||||||||
| Chairman | Datong Ex- press Co., Ltd. Representa- tive: Lin, Hong-Nian |
- |
- | 2025.05.29 | 3 years | 2001.06.21 | 29,485,565 | 19.86% |
29,485,565 | 19.86% |
0 |
0 |
0 |
0 |
Education: Chung Yuan Christian University Experiences: Chairman, Ta Shin Shipping Co., Ltd.; Chair- man, Dah Tong Transportation Co., Ltd.; Chair- man and Presi- dent, Ta Tong Marine Co., Ltd.; Chairman, Tai- wan Fuel & En- ergy Supply Co., Ltd.; Director, Ta San Hong Inter- national Contain- er Terminal Co., Ltd.;Legal repre- sentative of the director ,Grand- Win Express Co., Ltd.,;Director,Ta Sheng Ocean Forwarding Co., Ltd., |
Chairman: Chairman of Ta Tung Transportation Co., Ltd., Ta Tung Marine Co., Ltd., Ta Hsin Shipping Agency Co., Ltd., and Rung Cheng Investment Co., Ltd. Corporate representatives of Chairman: Taiwan Commercial Well Logistics Co., Ltd., Tai- wan Fuel Co., Ltd., Feng- da Marine Co., Ltd., and Dasan Shipping Co., Ltd. Managing Director (Standing Director) repre- sentative: Taiyang Storage & Trans- portation Co., Ltd. Directors: Ta San Shang Internation- al Container Storage & Transportation Co., Ltd., Taiwan Transportation Co., Ltd., English Ship- ping Agency Co., Ltd., and SUNNY ISLAND HOLDINGS INC. Corporate representatives of Directors: Mitsui O.S.K. Lines, Ltd., Boatlink Marine Co., Ltd., Green Forest Forestry Co., Ltd. General Manager: Ta Tung Marine Co., Ltd., Ta San Shang Shipping Co., Ltd. |
Director Director |
Lin, Hong- Ying Lin, Tzu- Jay |
Sibling Father- Son |
None |
|
| Republic of China |
Lin, Hong- Nian |
Male | 79 | 2025.05.29 | 3 years | 2001.06.21 | 0 |
0 |
0 |
0 |
38,620 |
0.03% |
0 |
0 |
As above |
As above |
As above | As above |
As above |
As above |
8
| Job title | Nationality or place of registration |
Name |
Gender | Age | Date of appointment to position |
Term of office |
Date of first election to position |
Shares held when elected |
Shares held when elected |
Current shares held | Current shares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares he nom |
ld through inees |
Principal work experience and academic qualifications |
Positions held concurrently in the company and/or in any other company |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Remarks (Note1 ) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity | Shareholding percentage |
Quantity | Shareholding percentage |
Quantity |
Shareholding percentage |
Quantity |
Sharehold- ing per- centage |
Job title | Name | Relation | |||||||||||
| Director | Datong Ex- press Co., Ltd. Representa- tive: Lin, Chun-Ling |
- | - | 2025.05.29 | 3 years | 2010.06.21 | 29,485,565 | 19.86% |
29,485,565 | 19.86% |
0 |
0 |
0 |
0 |
Education: Department of Economics, Soochow Uni- versity Experiences: Level 3 Associate and Vice Chief, In- vestment Section, Grand Bills Fi- nance Corp., Level 3 Associate and Vice Chief, Bond Section, Grand Bills Fi- nance Corp. |
Level 2 Associate and Vice Chief, Bonds Sec- tion, Grand Bills Finance Corp. Legal representative of the director: Ying Feng Shipping Co., Ltd. |
Director |
Lin, Ya- Ying |
Spouse | None | |
| Republic of China |
Lin, Chun- Ling |
Female | 49 | 2025.05.29 | 3 years | 2019.06.26 | 214,994 |
0.14% |
214,994 |
0.14% |
23,667 |
0.02% |
0 |
0 |
As above |
As above |
As above | As above |
As above |
As above |
|
| Director | Shinway Investment Co., Ltd. Representa- tive: Lin, Ya- Ying |
2025.05.29 | 3 years | 2025.05.29 | 710,000 |
0.47% |
710,000 |
0.47% |
0 |
0 |
0 |
0 |
Education: Soochow University, Department of Accounting Experience: Executive Vice Presi- dent, the Com- pany,Vice Pres- ident, Planning Department, the Compa- ny,Associate Vice President, Internal Audit Office, the Compa- ny,Chairman of Ming Yang In- vestment Co., Ltd.,Supervisor of Da Feng Cai Distribution Co., Ltd.,Supervisor of Anyue Sys- tems Co., Ltd.,Assistant Manager,Bank of Panhsin Co., Ltd. |
Chairman: Ming Yang Investment Co., Ltd. Supervisors: Anyue Systems Co., Ltd. Da Feng Cai Distribution Co., Ltd. |
Director | Lin, Chun- Ling |
Spouse | None (Note 2) |
|||
| Republic of China |
Lin, Ya-Ying |
Male | 57 | 2025.08.01 | 3 years | 2025.08.01 | Not appli- cable. |
Not appli- cable. |
0 | 0 |
0 |
0 |
0 |
0 |
As above |
As above |
As above | As above |
As above |
None | |
| Director | Mo Hsin Investment Ltd. Representa- tive: Hsu, Kuang-Da |
- | - | 2025.05.29 | 3 years | 2022.05.27 | 5,400,000 |
3.64% |
5,400,000 |
3.64% |
0 |
0 |
0 |
0 |
Education:Master, Transportation Management, University of Maryland, U.S. Experiences: Director, Hope Investment Ltd.; Director, Mo Hsin Invest- ment Ltd.and Di- |
Corporate Representatives of Chairman: Wei Lian Transportation Co., Ltd., Hang Wei Automobile Co., Ltd., and Hang Wei Travel Agency Co., Ltd. Corporate Representatives of Directors: China Shipping Co., Ltd., China Aviation Logistics |
- |
- |
- |
None (Note 3) |
9
| Job title | Nationality or place of registration |
Name |
Gender | Age | Date of appointment to position |
Term of office |
Date of first election to position |
Shares held when elected |
Shares held when elected |
Current shares held | Current shares held | Shares he and min |
ld by spouse or children |
Shares he nom |
ld through inees |
Principal work experience and academic qualifications |
Positions held concurrently in the company and/or in any other company |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Remarks (Note1 ) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity | Shareholding percentage |
Quantity | Shareholding percentage |
Quantity |
Shareholding percentage |
Quantity |
Sharehold- ing per- centage |
Job title | Name | Relation | |||||||||||
| rector, AGM In- vestment Ltd. Legal representa- tive of the direc- tor,Mao Hwa Transport Ltd.,; Legal representa- tive of the direc- tor,Pioneer Transport Ltd.,; Legal representa- tive of the direc- tor,Prosperity Transport Ltd. |
Co., Ltd., Hang Wei Development Co., Ltd., Wei Jing Investment Co., Ltd., and Hang Wei International Co., Ltd. General Manager: Wei Lian Transportation Co., Ltd.,Hang Wei Automobile Co., Ltd. |
||||||||||||||||||||
| Republic of China |
Hsu, Kuang- Da |
Male | 53 | 2025.05.29 | 3 years | 2022.05.27 | Not appli- cable. |
Not appli- cable. |
0 | 0 |
0 |
0 |
0 |
0 |
As above |
As above | As above | As above |
As above |
None | |
| Director | Ta Tong Marine Co., Ltd. Representa- tive: Wu, Ching-Chuan |
2025.05.29 | 3 years | 2016.06.29 | 12,913,805 | 8.70% |
12,913,805 | 8.70% |
0 |
0 |
0 |
0 |
Education: Institute of Management Sciences, Na- tional Chiao Tung University Experiences: Director of WBCT, Gen- eral Manager of YangMing Ma- rine (Americas) Transport Corp. Director and President, Young-Carrier Co., Ltd. (Chi- na); Senior Vice President, Chief Strategy Officer, Yang Ming Ma- rine Transport Corporation |
None | - |
- |
- |
None | |||
| Republic of China |
Wu, Ching- Chuan |
Male | 70 | 2025.05.29 | 3 years | 2019.06.26 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
As above |
As above | As above | As above |
As above |
None | |
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd. Representa- tive: Lin, Hong-Ying |
- |
- | 2025.05.29 | 3 years | 2016.06.29 | 2,454,453 |
1.65% |
2,454,453 |
1.65% |
0 |
0 |
0 |
0 |
Education: Hsing Wu Junior college of com- merce Experiences: Chairman, Taiwan Trans- portation Co., Ltd.; Chairman, Ben Yuan Rail Forwarding & Transportation Co., Ltd.; Direc- tor, Ta Tong Ma- rine Co., Ltd.; Ying Feng Ship- ping Co., Ltd., Managerial Of- ficerl,Ying Feng Shipping Co., Ltd., Taiwan; |
Chairman: Ben Yuan Rail Forward- ing & Transportation Co., Ltd. and Ta Sheng For- warding Co., Ltd. Legal representative of the chairman: Taiwan Transportation Co., Ltd., CCTC Friend Stevedore Co., Ltd. Director: Ta Tong Marine Co., Ltd., Ta Shin Shipping Co., Ltd., Ying Feng Shipping Co., Ltd., and MacLin Investment Co., Ltd., and Coastal Performance International Co., Ltd. |
Chairman |
Lin, Hong- Nian |
Sibling | None |
10
| Job title | Nationality or place of registration |
Name |
Gender | Age | Date of appointment to position |
Term of office |
Date of first election to position |
Shares held when elected |
Shares held when elected |
Current shares held | Current shares held | Shares he and min |
ld by spouse or children |
Shares he nom |
ld through inees |
Principal work experience and academic qualifications |
Positions held concurrently in the company and/or in any other company |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Remarks (Note1 ) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity | Shareholding percentage |
Quantity | Shareholding percentage |
Quantity |
Shareholding percentage |
Quantity |
Sharehold- ing per- centage |
Job title | Name | Relation | |||||||||||
| Legal representa- tive of the direc- tor and Manage- rial Of- ficer,Grand-Win Express Co., Ltd. |
Legal representative of the director: Dah Tong Transportation Co., Ltd., Taiwan Fuel & Energy Supply Co., Ltd., Taiwan Container Termi- nal Co., Ltd., CCTC Investment Company Limited, and Ming Yang Investment Co., Ltd. Managerial Officer: Taiwan Transportation Co., Ltd, |
||||||||||||||||||||
| Republic of China |
Lin, Hong- Ying |
Male | 75 | 2025.05.29 | 3 years | 2016.06.29 | 513,837 |
0.35% |
513,837 |
0.35% |
0 |
0 |
0 |
0 |
As above |
As above | As above | As above |
As above |
None | |
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd. Representa- tive: Lin, Wen-Bor |
- |
- | 2025.05.29 | 3 years | 2016.06.29 | 2,454,453 |
1.65% |
2,454,453 |
1.65% |
0 |
0 |
0 |
0 |
Education: Institute of Management Sciences, Na- tional Chiao Tung University Experiences: President and Chief Opera- tion Officer, Yang Ming Ma- rine Transport Corporation |
Legal representative of the chairman: Anyo System Co., Ltd., Tai Yunnn Enterprise Co., Ltd., and CCTC Invest- ment Company Limited |
- |
- |
- |
None | |
| Republic of China |
Lin, Wen-Bor | Male | 64 | 2025.05.29 | 3 years | 2021.03.02 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
As above |
As above | As above | As above |
As above |
None | |
| Director | Ta Tong Marine Co., Ltd. Representa- tive: Lin, Tzu- Jay |
- | - | 2025.05.29 | 3 years | 2022.05.27 | 12,913,805 | 8.70% |
12,913,805 | 8.70% |
0 |
0 |
0 |
0 |
Education: Institute of Agricultural Chemistry, Na- tional Taiwan University Experiences: Chairman, Anyo System Co., Ltd.; Direc- tor, Mitsui O.S.K. Lines, Ltd.; Director, Taiwan Trans- portation Co., Ltd. |
Director: English Shipping Agency Co., Ltd., Pin Xuan In- vestment Co., Ltd. Directors: Ta Tung Marine Co., Ltd.,Xuan Zao Industrial Co., Ltd., MACLIN AL- LIANCE MARITIME S.A. Corporate Representatives of Chairman: Mitsui O.S.K. Lines, Ltd.,Taiwan Transporta- tion Co., Ltd., Corporate Representatives of Directors: Fengda Marine Co., Ltd., Dasanhong International Container Co., Ltd., Dasan Merchant Shipping Co., Ltd., Benyuan Rail- way Forwarding Trans- portation Co., Ltd., Tai- wan Transportation Co., Ltd., Botong Maritime Co., Ltd., Anyue Systems Co., Ltd., Taiwan Transport Industries Co., |
- |
- |
- |
Direc- tor |
11
| Job title | Nationality or place of registration |
Name |
Gender | Age | Date of appointment to position |
Term of office |
Date of first election to position |
Shares held when elected |
Shares held when elected |
Current shares held | Current shares held | Shares he and min |
ld by spouse or children |
Shares he nom |
ld through inees |
Principal work experience and academic qualifications |
Positions held concurrently in the company and/or in any other company |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Remarks (Note1 ) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity | Shareholding percentage |
Quantity | Shareholding percentage |
Quantity |
Shareholding percentage |
Quantity |
Sharehold- ing per- centage |
Job title | Name | Relation | |||||||||||
| Ltd., Chungkuo Ware- house Investment Co., Ltd., and Mingyang Investment Co., Ltd. Supervisors: Rung Cheng Investment Co., Ltd., Da Sheng Ma- rine Transportation Co., Ltd. Corporate Representatives of Supervisors: Ta Tung Transportation Co., Ltd.,Taiwan Fuel Co., Ltd. |
|||||||||||||||||||||
| Republic of China |
Lin, Tzu-Jay | Male | 47 | 2025.05.29 | 3 years | 2022.05.27 | 704,984 |
0.47% |
704,984 |
0.47% |
0 |
0 |
0 |
0 |
As above |
As above | Chairman | Lin, Hong- Nian |
Father- Son |
||
| Independent director |
Republic of China |
Wang, Zi- Cheng |
Male | 73 | 2025.05.29 | 3 years | 2016.06.29 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Education: Graduate Institute of Busi- ness Administra- tion, National Taiwan Univer- sity Experiences: Certified Public Ac- countant, Deloitte Tai- wan; Certified Public Ac- countant, Moores Row- land CPAs; Su- pervisor, Nice Plaza Corp., and Supervisor, International Bills Finance Corporation |
Certified Public Account- ant, Chung-Shih & Co., CPAs.; Supervisor, Matsudaoka Leisure and Entertainment Co., Ltd. ;Supervisor, Taiwan First Biotechnology Corp.; Director, Janfusun Fancyworld Corp., |
- |
- |
- |
None |
| Independent director |
Republic of China |
Lee, Yeh-Lin | Male | 55 | 2025.05.29 | 3 years | 2025.05.29 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Education: Ph.D., Civil, Commercial and Economic Law School, China University of Po- litical Science and Law Experiences: Honor- ary Chairperson & Chairperson, Chinese Immi- gration Quality Assurance Asso- ciation, Consult- ant & CEO, Law Academy, Tai- wan Bar Associ- ation, Chairper- son, China Af- fairs Committee, Taiwan Bar As- sociation, Secre- |
Currently serves as the Managing Partner of Hong Ding Law Firm, and concurrently serves as a Director and Executive Director of the Civic Education Foundation for Democracy and Rule of Law. |
- |
- |
- |
None |
12
| Job title | Nationality or place of registration |
Name |
Gender | Age | Date of appointment to position |
Term of office |
Date of first election to position |
Shares held w |
hen elected | Current sh | ares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares he nom |
ld through inees |
Principal work experience and academic qualifications |
Positions held concurrently in the company and/or in any other company |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree |
Remarks (Note1 ) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity | Shareholding percentage |
Quantity | Shareholding percentage |
Quantity |
Shareholding percentage |
Quantity |
Sharehold- ing per- centage |
Job title | Name | Relation | |||||||||||
| tary-General, Taiwan Bar As- sociation, Man- aging Director and Secretary- General, Taipei Bar Association Scholarship and Huayu Enrich- ment Scholarship Program; Princi- pal Investigator, Study in Taiwan (SIT) Talent Da- tabase Program |
|||||||||||||||||||||
| Independent director |
Republic of China |
Hsieh, Chi- Chien |
Male | 74 | 2025.05.29 | 3 years | 2022.05.27 | 0 |
0 |
0 |
0 |
3,000 |
0.01% |
0 |
0 |
Education: Department of Business Ad- ministration, Tamsui Institute of Industrial & Business Admin- istration Experiences: Chairman, Yang Ming Ma- rine Transport Corporation; Chairman, Ever- green Interna- tional Corpora- tion; Chair- man,Evergreen Marine Corpora- tion; Chairman, Taiwan Strait Shipping Asso- ciation; Chair- man, National Association of Chinese Ship- owners. |
Adjunct Professor, De- partment of Shipping & Transportation Manage- ment, National Taiwan Ocean University; Con- sultant, Dimerco Express Corporation; Consultant, China United Lines Ltd. |
- |
- |
- |
None |
Note 1:Where the Company’s Chairperson and General Manager (or equivalent highest executive officer) are the same person, spouses, or first-degree relatives, the Company shall disclose the relevant reasons, rationality, necessity, and mitigating measures (such as increasing the number of independent directors and ensuring that more than half of the directors are not concurrently employees or managers): None.
Note 2:The directorship held by the representative of Shinwei Investment Co., Ltd., Mr. Hsu, Kuang-Ta, was reassigned to Mr. Lin, Ya-Ying, effective August 8, 2025.
Note 3:The directorship held by the representative of Mao-Shin Investment Co., Ltd., Ms. Chu, Tien-Ling, was reassigned to Mr. Hsu, Kuang-Ta, effective August 8, 2025.
13
March 31, 2025
2. Major shareholders of the institutional shareholders
| March 31,2025 | |
|---|---|
| Name of institutional shareholder |
Major shareholders of the institutional shareholders |
| Datong Express Co., Ltd. | Lin, Hong-Ying (11.49%), Lin, Hong-Nian (8.78%), Lin, Mei-Chun (5.67%), Pin Hsuan Investment Co., Ltd. (5.40%), Lin, Mei-Chih (4.83%), Lin, Mei-Jung (4.53%), Wu, Chun-Ju (4.17%), Lin, Chung-Wen (4.03%), Pan, Yi- Hsiung (3.07%), Lin, Chun-Ling (3.01%) |
| Mo Hsin Investment Ltd. | Chinese Maritime Transport Ltd.(100%) |
| Ta Tong Marine Co., Ltd. | Datong Express Co., Ltd. (19.09%), Lin, Hong-Nian (17.49%), Pin Hsuan Investment Co., Ltd. (16.75%), Lin, Hong-Ying (11.36%), Lin, Pei-Shan (6.81%), Lin, Chun- Ling (4.12%), He Tong Xing Co., Ltd. (3.99%), Hsiao, Li- Ying (3.96%), Lin, Tzu-Chieh (3.05%), Lin Huang, Kuei- Hsiang (2.42%) |
| Ben Yuan Rail Forwarding & Transportation Co., Ltd. |
Lin, Hong-Ying (30.18%), Wu, Kun-Jung (10%), Yang, Hsu-Hui (7.07%), Lin Huang, Kuei-Hsiang (6.28%), Li, Shih-Hsiung (5.95%), Lin, Hong-Nian (5.18%), Lin, Mei- Chih (5.18%), Lin, Mei-Chun (5.18%), Lin, Mei-Jung (5.18%), Lin, Chun-Ling (5.18%) |
- Major shareholders of the above major shareholders that are juridical persons
March 31, 2025
| March 31, 2025 | |
|---|---|
| Name of the juridical person | Major shareholders of the institutional shareholders |
| Chinese Maritime Transport Ltd. |
Associated International Inc. (40.35%), Agcmt Group Ltd. (27.65%) |
| Datong Express Co., Ltd | Lin, Hong-Ying (11.49%), Lin, Hong-Nian (8.78%), Lin, Mei-Chun (5.67%), Pin Hsuan Investment Co., Ltd. (5.40%), Lin, Mei-Chih (4.83%), Lin, Mei-Jung (4.53%), Wu, Chun-Ju (4.17%), Lin, Chung-Wen (4.03%), Pan, Yi- Hsiung (3.07%),Lin,Chun-Ling (3.01%) |
| Versacraft Corp. | He Xie Xing Co., Ltd. (24.54%), Hao Wei Investment Co., Ltd. (12.28%), Chern Yaw Co., Ltd. (12.28%), Baiying In- ternational Industrial Co., Ltd. (6.14%), Lin, Li-Na (0.79%) |
| Origin Investment Co., Ltd. | Lin, Tzu-Chieh (99.75%), Lai, Chen-Chin (0.25%) |
14
4. Professional qualifications of Directors and the Supervisor, and the independence of Independent Directors
| Capacity | Qualifica- tions Name |
Professional Qualification and Experience |
Independence | Number of other pub- lic companies in which the individual is con- currently serving as an independent director |
|---|---|---|---|---|
| Chairman | Lin, Hung-Nien |
Mr. Lin graduated from Chung Yuan Christian University and is currently the Chairman of the Company and Dah Tong Transporta- tion Co. Ltd., and the representative of several institutional direc- tors. He has more than five years of experience in commerce, fi- nance and working experience required for the Company’s busi- ness. He has the abilities of leadership, financial accounting, mar- keting, operation management, and strategic planning to lead the Company to become a leading pioneer in the industry and move towards sustainable management. |
Not applicable. |
None |
| Director | Lin, Hung-Ying |
Mr. Lin graduated from Department of International Trading, Hsing Wu Junior college of commerce and is currently the Chair- man of Ben Yuan Rail Forwarding & Transportation Co., Ltd. and the representative of several institutional directors. He has more than five years of experience in commerce, finance and and work- ing experience required for the Company’s business. He specializ- es in the maritime industry and corporate operations, and he has the abilities of business management, strategic planning and inno- vative leadership and extensive industry experience. |
Not applicable. |
None |
| Director | Lin, Ya-Ying | Graduated from Soochow University, Department of Accounting, and formerly served as an Executive Director of the Company. Possesses over five years of experience in business, finance, and corporate operations, with expertise in the maritime industry and enterprise management. Demonstrates strong capabilities in corpo- rate management, strategic planning, and innovative leadership, and has extensive industry experience. |
Not applicable. |
None |
15
| Capacity | Qualifica- tions Name |
Professional Qualification and Experience |
Independence | Number of other pub- lic companies in which the individual is con- currently serving as an independent director |
|---|---|---|---|---|
| Director | Hsu, Kuang- Da |
Mr. Hsu is a Master in Transportation Management of University of Maryland, U.S. and is currently the Vice President of Chinese Maritime Transport Ltd. and the representative of several institu- tional directors. He has more than five years of experience in commerce, finance and and working experience required for the Company’s business. He specializes in the maritime industry and corporate operations, and he has the abilities of business manage- ment, finance, strategic planning and innovative leadership, and extensive industry experience. |
Not applicable. |
None |
| Director | Lin, Chun-Ling |
Ms. Lin graduated from Department of Economics, Soochow University and is currently Level 2 Associate and Chief, Bonds Section, Grand Bills Finance Corp. and legal representative of Ying Feng Shipping Co., Ltd. She has more than five years of experience in commerce, finance and and working experience required for the Company’s business. She spe- cializes in the finance and accounting, and she has the abilities of busi- ness management, strategic planning, and innovative leadership. |
Not applicable. |
None |
| Director | Lin, Wen-Bor | Mr. Lin graduated from Institute of Management Sciences, National Chiao Tung University and is currently Chairman of the Company’s af- filiates (Anyo System, CCTC Investment and Tai Yunnn Enterprise) and has been the President and COO of Yang Ming Marine Transport Corpo- ration. He has more than five years of experience in commerce, finance and and working experience required for the Company’s business. He specializes in the maritime industry and corporate operations, and he has the abilities of business management, finance, strategic planning and in- novative leadership, and extensive industry experience. |
Not applicable. |
None |
| Director | Lin, Tzu-Jay | Mr. Lin graduated from Institute of Agricultural Chemistry, National Taiwan University and is currently the legal representative and supervi- sor of the Company’s affiliates (Anyo System, Ming Yang Investment Co., Ltd., and CCTC Investment). He specializes in the maritime indus- try, finance and accounting, and he has the abilities of business manage- ment, strategic planning and innovative leadership. |
Not applicable. |
None |
16
| Capacity | Qualifica- tions Name |
Professional Qualification and Experience |
Independence | Number of other pub- lic companies in which the individual is con- currently serving as an independent director |
|---|---|---|---|---|
| Director | Wu, Ching- Chuan |
Mr. Wu graduated from Institute of Management Sciences, National Chiao Tung University and is concurrently serving as the President of the Company and has been the Senior Vice President and Chief Strategy Officer of Yang Ming Marine Transport Corporation and the Director of Kao Ming Container Terminal (Kaohsiung) and legal representative of several companies. He has more than five years of experience in com- merce, finance and and working experience required for the Company’s business. He specializes in the maritime industry and corporate opera- tions, and he has the abilities of business management, strategic planning and innovative leadership, and extensive industry experience. |
Not applicable. |
None |
| Independent director |
Wang, Zi- Cheng |
Mr. Wang graduated from the Graduate Institute of Business Administra- tion, National Taiwan University, and is the convener of the Company’s functional committees (Audit Committee, Remuneration Committee, and Corporate Governance and Sustainable Development Committee), CPA of Chung-Shih & Co., CPAs., and the representative of several institu- tional directors and supervisors, such as Taiwan First Biochemical Tech- nology (Taiwan) Co. He has more than five years of experience in com- merce, finance and and is a Certified Public Accountant. He specializes in the accounting field and and has the abilities of business management, financial planning, and innovative leadership. He is not a person of any conditions defined in Article 30 of the Company Act. |
Complies with the inde- pendence criteria stipulat- ed in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". |
None |
| Independent director |
Lee, Yueh-Lin | Holds a Doctorate in Civil, Commercial, and Economic Law from China University of Political Science and Law in Beijing and a Master of Laws from National Chengchi University. Licensed as an attorney under the national bar examination, currently serving as the Managing Lawyer at Hung Ting Law Firm and concurrently as a Director and Executive Di- rector of the Civic and Rule of Law Education Foundation. Possesses over five years of experience in business, legal, and corporate operations, with expertise in business law, labor and employment regulations, and general civil and criminal litigation. Has no circumstances specified un- der Article 30 of the Company Act. |
Complies with the inde- pendence criteria stipulat- ed in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". |
None |
17
| Capacity | Qualifica- tions Name |
Professional Qualification and Experience |
Independence | Number of other pub- lic companies in which the individual is con- currently serving as an independent director |
|---|---|---|---|---|
| Independent director |
Hsieh, Chi- Chien |
Mr. Hsieh graduated from Department of Business Administration, Tam- sui Institute of Industrial & Business Administration and is an Adjunct Professor of the Department of Shipping & Transportation Management at National Taiwan Ocean University, and the consultant of Dimerco Express Corporation and China United Lines Ltd. He has been the Chairman of Yang Ming Marine Transport Corporation, Evergreen In- ternational Corporation, Taiwan Strait Shipping Association, and Na- tional Association of Chinese Shipowners. He has more than five years of experience in commerce, finance and and working experience re- quired for the Company’s business. He specializes in the maritime indus- try and corporate operations, and he has the abilities of business man- agement, finance, strategic planning and innovative leadership, and ex- tensive industry experience. He is not a person of any conditions defined in Article 30 of the Company Act. |
Complies with the inde- pendence criteria stipulat- ed in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". |
None |
18
5. Diversity and independence of the board of directors:
-
(1) Diversification of the Board of Directors:
-
According to Article 19 of the Company’s “Corporate Governance Best-Practice Principles”, the makeup of the board of directors shall be determined by taking diversity into consideration, and the members of the board shall generally have the knowledge, skills, and experience necessary to perform their duties in order to develop an appropriate diversity approach.
To achieve the ideal goal of corporate governance, the board of directors shall possess the ability to “make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, the knowledge of the industry, an international market perspective, ability to lead, and ability to make policy decisions”.
The current Board of Directors consists of 11 Directors (including 8 Non-independent Directors and 3 Independent Directors). Its members generally possess rich experiences and expertise in the finance, business, and management fields. Female Director accounts for 9% and Independent Director accounts for 27% of the Board. The average length of service of Independent Directors is 5 years. Four directors are over 70 years old, two are 60-69 years old, and five are under 60 years old. The Company values gender equality of the Board makeup The target percentage of female Directors is 15% or more. The implementation of the diversification of the Board members is as follows:
| Job title | Name | Gender | Age | Age | Years of service as an independent director |
Years of service as an independent director |
Diverse core abilities | Diverse core abilities | Diverse core abilities | Diverse core abilities | Diverse core abilities | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 41 to 50 years old |
51 to 60 years old |
61 to 70 years old |
71 to 80 years old |
Less than 3 years |
3 to 9 years |
Over 9 years |
Leadership and decision- making for policy |
Accounting and finan- cial analysis |
Management administration |
Knowledge of the industry |
International market perspective |
|||
| Chairman | Lin,Hong-Nian | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Director | Lin,Hong-Ying | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Director | Lin,Ya-Ying | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Director | Lin,Chun-Ling | Female | ✓ |
✓ |
✓ |
✓ |
✓ |
|||||||
| Director | Lin,Wen-Bor | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Director | Hsu,Kuang-Da | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Director | Wu,Ching-Chuan | Male | ~~✓~~ |
~~✓~~ |
~~✓~~ |
~~✓~~ |
~~✓~~ |
~~✓~~ |
||||||
| Director | Lin,Tzu-Jay | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Independent director |
Wang, Zi-Cheng | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Independent director |
Lee, Yueh-Lin | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||||
| Independent director |
Hsieh, Chi-Chien | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
-
(2) Independence of the Board of Directors
-
I. The Company’s Board of Directors makes independent judgments and provides objective and professional advice on the Company’s affairs to monitor the Company’s operation effectively. More than half of the Directors (including Independent Directors) do not have a spouse or a relative within the second degree of consanguinity as defined in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act.
II. The Company’s Board has 3 Independent Directors, accounting for 27%. All of them maintain their independence in performing their duties, have no direct or indirect interest in the Company, and have complied with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" for two years prior to and during their term of office.
19
(II) Information on the general manager, deputy general managers, senior managers, and the chiefs of all the company’s divisions and branch units
| March 31,2025;unit: shares | March 31,2025;unit: shares | March 31,2025;unit: shares | March 31,2025;unit: shares | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Job title | Nationali- ty |
Name | Gender | Date of appointment to position |
Shares held | Shares held by spouse and minor children |
Shares held through nominees |
Principal work experience and aca- demic qualifications |
Positions concur- rently held in other companies at pre- sent |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Re- marks (Note) |
|||||
Quantity |
Share- hold- ing per- centag e |
Quantity | Share- holding percent- age |
Quantity | Share- holding percent- age |
Job title | Name | Relation | ||||||||
| President | Republic of China |
Huang, Kuo- Liang |
Male | 2025.09.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education: Master’s Degree in Shipping and Transportation Management, National Tai- wan Ocean University. Experience:Director of West Basin Container Terminal (WBCT), Los Angeles, USA; Director of Taipei Port Container Terminal Co., Ltd.; Director of Kao Ming Container Terminal Corporation; Director of Hong Ming Stevedoring Co., Ltd.; Director of Ho Ho In- ternational Logistics Co., Ltd.; Director of Chun Ming Transportation Co., Ltd.; Chief Logistics Officer of Yang Ming Marine Transport Corporation. |
Representative Di- rector of the corpo- rate director of Zhong You Steve- doring Co., Ltd. and General Manager; Chairman and Rep- resentative Director of the corporate director of Da Feng Tsai Distribution Co., Ltd. |
- |
- |
- |
None |
| Assistant Vice President of the Admin- istration De- partment |
Republic of China |
Li, Yi-Chang | Male | 2025.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | Education:Master’s Degree in Finance, Baruch College, The City Univer- sity of New York. Experience:Experience: Professional Engineer at Evergreen Interna- tional Corp.; Project Assistant Manager at Prudential Life In- surance Co., Ltd.; Manager at Mitsui O.S.K. Lines, Ltd.; Assis- tant Vice President at An Yueh Systems Co., Ltd.; Deputy Assis- tant Vice President of the Plan- ning Department of the Compa- ny. |
None |
- |
- |
- |
None |
20
| Job title | Nationali- ty |
Name | Gender | Date of appointment to position |
Shares held | Shares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares held through nominees |
Shares held through nominees |
Principal work experience and aca- demic qualifications |
Positions concur- rently held in other companies at pre- sent |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Re- marks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quantity |
Share- hold- ing per- centag e |
Quantity | Share- holding percent- age |
Quantity | Share- holding percent- age |
Job title | Name | Relation | ||||||||
| Vice President of the Finance and Account- ing Depart- ment, also serving as the Company Spokesperson. |
Republic of China |
Chen, Zheng- Hong |
Male | 2023.04.01 | 0 | 0 | 0 | 0 |
0 |
0 |
Education: Department of Coopera- tive Economics, Tamkang University Experience: Deputy Manager of Accounting Department, Hontai Life Insurance; Man- ager and Assistant Vice President of Finance and Accounting Department |
Supervisor of Zhong You Stevedoring Co., Ltd.; Supervi- sor of China Con- tainer Terminal Investment Co., Ltd.; Supervisor of Ming Yang Invest- ment Co., Ltd.; Su- pervisor of Taiwan Transport & Indus- try Co., Ltd. |
- |
- | - | None |
| Head of Audit Office |
Republic of China |
Liao, Hui- Hsiang |
Female | 2021.08.12 | 1,890 | 0 |
0 |
0 |
0 |
0 |
Education: Department of Account- ing Information, Chungyu Institute of technology. Experience: Deputy Head of Audit Office and Deputy Manager of Finance and Accounting Department of the Company |
None |
- | - | - | None |
| Vice Presi- dent of the Sales De- partment. |
Republic of China |
Chiang, Liang- Ping |
Male | 2025.09.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education: Department of Marine Transportation, National Taiwan Ocean University Experience: Sales representative, Hanjin Shipping Co. Ltd.; Sales representative, Mitsui O.S.K. Lines, Ltd.; Business Deputy Manager, Hapag- Lloyd AG; Manager of Ex- hibition Department, DB Schenker Ltd.; Manager of Air Shipment Department, Logistics Department, Glob- al Business Marketing De- partment. |
None | - | - | - | None |
| Assistant Vice Presi- dent of the Sales De- partment. |
Republic of China |
Hsu, Chih-Hao | Male | 2022.06.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education: Department of Business Administration, Soochow University Experience: Manager of Market Department/ Sales Depart- ment and Manager of Eu- rope/Asia Line Export Busi- ness Department, Ocean |
None | - | - | - | None |
21
| Job title | Nationali- ty |
Name | Gender | Date of appointment to position |
Shares held | Shares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares held through nominees |
Shares held through nominees |
Principal work experience and aca- demic qualifications |
Positions concur- rently held in other companies at pre- sent |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Re- marks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quantity |
Share- hold- ing per- centag e |
Quantity | Share- holding percent- age |
Quantity | Share- holding percent- age |
Job title | Name | Relation | ||||||||
| Network Express (Taiwan) Co., Ltd.; Assistant Vice President/ Manager of Divi- sion of Export to Europe, Asia, New Zealand and Aus- tralia, and Manager of Divi- sion of Export to Central and South America and Africa, Mitsui O.S.K. Lines, Ltd. |
||||||||||||||||
| Vice Presi- dent of the Planning Department, also serving as the Man- ager of the Keelung Branch. |
Republic of China |
Chu, Lung- Hsing |
Male | 2021.09.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education: Department of Business Administration, National Chengchi University Experience: Deputy AVP and Head of Container Yard, Yang Ming Marine Transport Corp. Keelung Branch and AVP of Taichung Branch, Yang Ming Marine Transport Corp. |
Representative of Corporate Director, CCTC Friend Ste- vedore Co., Ltd. |
- | - | - | None |
| Associate Vice Presi- dent, Plan- ning De- partment |
Republic of China |
Tsai, Chia- Chien |
Female | 2025.09.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education:MSc in New Media, Information and Society, London School of Econom- ics and Political Science (LSE) Experience: Manager, Public Relations Office, Evergreen International Corporation,Manager, Cul- tural Affairs Department, Evergreen International Corporation,Associate Vice President, Planning Depart- ment, the Company |
None | - | - | - | None |
| Assistant Vice President of the Technical Department. |
Republic of China |
Wu, Chi-Hung | Male | 2024.09.01 | 10,000 | 0 | 0 | 0 | 0 | 0 | Education: Master’s Degree in Shipping and Transportation Management, National Taiwan Ocean Univer- sity. Experience:0Deputy Manager, Equip- ment Supervisor, Lien Hsing In- ternational Logistics Co., Ltd.; ProcessEngineer,Power Busi- |
None |
- | - | - |
22
| Job title | Nationali- ty |
Name | Gender | Date of appointment to position |
Shares held | Shares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares held through nominees |
Shares held through nominees |
Principal work experience and aca- demic qualifications |
Positions concur- rently held in other companies at pre- sent |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Re- marks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quantity |
Share- hold- ing per- centag e |
Quantity | Share- holding percent- age |
Quantity | Share- holding percent- age |
Job title | Name | Relation | ||||||||
| ness Division, Solomon Tech- nology Corporation; Deputy As- sistant Vice President, Manager, and Project Manager of the Technical Department of the Company. |
||||||||||||||||
| Assistant Vice President of the Wudu Station. |
Republic of China |
An, Tai-Chuan | Male | 2021.08.01 | 96 | 0 |
0 |
0 |
0 |
0 |
Education: Mechanical Depart- ment, Taipei Municipal Nangang Vocational High School. Experience: Deputy Manager of Sales Department and AVP of Keelung Branch of the Company |
None | - | - | - | None |
| Senior As- sistant Vice President of the Keelung Branch. |
Republic of China |
Yen, Kuang-Wu | Male | 2025.09.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education: Department of Business Administration, Chungyu University of Film and Arts. Experience: Operations Manager, Taiwan Branch of Pacific International Lines (Pte) Ltd., Singapore; Manager, Deputy Assistant Vice Pres- ident, and Assistant Vice President of the Keelung Branch of the Company. |
None |
- |
- |
- |
None |
| Manager of Taichung Branch also serves as Vice Presi- dent of Tai- chung Sta- tion |
Republic of China |
Kuo, Ting-Hu | Male | 2019.01.01 | 4,521 | 0 | 0 | 0 |
0 |
0 |
Education: Department of Shipping & Transportation Manage- ment, National Taiwan Ocean University Experience: Assistant Vice Presi- dent, MOL (Taiwan) Co., Ltd. |
None | - |
- |
- |
None |
| AVP of Tai- chung Branch |
Republic of China |
Kao, Tung-Chou | Male |
2020.09.01 | 10,000 | 0 | 0 |
0 |
0 |
0 |
Education: Science Division, Tai- chung Municipal Qingshui Senior High School. Experience: Senior Deputy AVP and Deputy AVP of Tai- chung Branch, and Manager of Sales Department of the Company |
None | - |
- |
- |
None |
| AVP of Tai- | Republic | Chou, Chiang- | Male | 2021.08.01 | 5,180 | 0 |
0 |
0 |
0 |
0 |
Education: Department of Business | None | - |
- |
- |
None |
23
| Job title | Nationali- ty |
Name | Gender | Date of appointment to position |
Shares held | Shares held | Shares held by spouse and minor children |
Shares held by spouse and minor children |
Shares held through nominees |
Shares held through nominees |
Principal work experience and aca- demic qualifications |
Positions concur- rently held in other companies at pre- sent |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Other managerial of- ficer(s) with which the person has a relationship of spouse or relative within the second degree |
Re- marks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quantity |
Share- hold- ing per- centag e |
Quantity | Share- holding percent- age |
Quantity | Share- holding percent- age |
Job title | Name | Relation | ||||||||
| chung Branch |
of China | Kuo | Administration, Soochow University Experience: Deputy AVP, Manager, and Deputy Manager of Taichung Branch of the Company |
|||||||||||||
| Manager of the Kaohsiung Branch, also serving as Vice President of Kaohsiung Station. |
Republic of China |
Jiang, Sheng- Jian |
Male | 2026.01.01 | 0 | 0 |
0 |
0 |
0 |
0 |
Education: Master’s Degree in Shipping and Transportation Management, National Kaohsiung Marine Universi- ty. Experience: Senior Supervisor, Kaohsiung Branch of Tai- wan International Ports Cor- poration, concurrently serv- ing as Station Manager of the Public Container Termi- nal Operations Center. |
None | - |
- |
- |
None |
Note: If the general manager or person of an equivalent post (the highest level manager) and the chairperson of the board of directors of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (e.g. increasing the number of independent directors and ensuring that a majority of directors do not concurrently serve as an employee or managerial officer)
24
Ⅱ. Remuneration to directors, general managers and vice general managers
(I) Remuneration to ordinary directors and independent directors
December 31, 2024; Unit: NTD thousand
| Job title | Name | Directors’ remuneration | Sum of A+B+C+D and ratio to net income (%) |
Remuneration received by directors for c | oncurrent service as an employee | Sum of A+B+C+D+E+F+ G and ratio to net income (%) |
~~Remu-~~ ne- ration re- ceived from inves- tee enter- prises other than subsid- iaries or from the parent compa- ny |
|||||||||||||||
| Base compensation (A) |
Retirement pay and pension (B) |
Director profit- sharing compensa- tion(C) |
Expenses and per- quisites (D) |
Salary, rewards, and special dis- bursements(E) |
Retirement pay and pension (F) |
Employee profit-sharing compensation (G) |
||||||||||||||||
| The Company |
All con- solidated entities |
The Com- pany |
All con- solidated entities |
The Compa- ny |
All con- solidated entities |
The Compa- ny |
All con- solidated entities |
The Compa- ny |
All con- solidated entities |
The Compa- ny |
All consoli- dated entities |
The Compa- ny |
All consoli- dated entities |
The Company | All consolidated entities |
The Compa- ny |
All consoli- dated entities |
|||||
| Amount in cash |
Amount in stock |
Amount in cash |
Amount in stock |
|||||||||||||||||||
| Chairman | Datong Express Co., Ltd., repre- sented by Lin, Hong-Nian |
10,188 | 10,577 | - | - | 10,879 | 12,595 | 384 | 384 | 13.66% | 15% | 1,438 | 1,932 | 0 | 0 | 0 | - | 0 | - | 14.57% | 16.22% | None |
| Director | Datong Express Co., Ltd., repre- sented by Lin, Chun-Ling |
|||||||||||||||||||||
| Director (Note 1) |
Mo Hsin In- vestment Ltd., represented by Chou, Mu-Hao |
|||||||||||||||||||||
| Director (Note 1) |
Mo Hsin In- vestment Ltd., represented by Hsu, Kuang-Ta |
|||||||||||||||||||||
| Director (Note 2) |
Shinway In- vestment Co., Ltd., by repre- sented by Lin,Ya-Ying |
25
| Director | Ta Tong Marine Co., Ltd., repre- sented by Wu, Ching-Chuan |
|||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Ta Tong Marine Co., Ltd., repre- sented by Lin, Tzu-Chieh |
|||||||||||||||||||||
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd., repre- sented by Lin, Hong-Ying |
|||||||||||||||||||||
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd., repre- sented by Lin, Wen-Bor |
|||||||||||||||||||||
| Independent director |
Wang, Zi-Cheng |
2,520 |
2,520 | - | - | - | - | 399 | 399 | 1.86% | 1.86% | - | - | - | - | - | - | - | - | 1.86% | 1.86% | None |
| Independent director (Note1) |
Liao, Pei-An |
|||||||||||||||||||||
| Independent director |
Hsieh, Chi- Chien |
|||||||||||||||||||||
| Independent director |
Lee,Yueh-Lin |
|||||||||||||||||||||
| 1. Policy, System, Standards, and Structure of Remuneration for Independent Directors, and the Relation Between Remuneration and Duties, Risk, and Time Commitment: Independent directors perform their duties within the scope of their respon- sibilities. The remuneration for independent directors is determined with reference to the time devoted to company operations, responsibilities undertaken, and the company’s risk exposure, as well as prevailing industry standards. Remuneration is paid on a fixed basis regardless of the company’s profits or losses. In addition to a fixed monthly salary and travel allowances for attending each board meeting, independent directors do not participate in annual director bonus distributions, and are not entitled to severance pay or position-based allowances. 2. Describe the Company’s remuneration policies, system, standards, and packages for Independent Director and the relationship between the amount of remuneration paid and the responsibilities, risks, and time commitment. The Company's Inde- pendent Directors perform their duties within their scope of responsibilities. The standards of remuneration paid to Independent Directors are taking into account their time commitment on the Company’s operation, their responsibilities, the Company’s risk appetite, and reference to industry standards. remuneration is paid on a flat-rate basis, irrespective of the profit or loss of the Company. In addition to a fixed monthly salary and travel expenses for each board meeting attended, Independent Directors do not participate in annual Director remuneration distributions, do not receive severance pay, and do not receive any allowance. Note 1: Mao-Shin Investment Co., Ltd. reappointed its representative as Mr. Hsu, Kuang-Ta, effective August 8, 2025.. Note 2: Shinwei Investment Co., Ltd. reappointed its representative as Mr. Lin, Ya-Ying, effective August 8, 2025. Note 3: Independent Director Liao, Pei-An stepped down upon re-election at the 2025 Annual General Shareholders’Meeting. |
-
Policy, System, Standards, and Structure of Remuneration for Independent Directors, and the Relation Between Remuneration and Duties, Risk, and Time Commitment: Independent directors perform their duties within the scope of their responsibilities. The remuneration for independent directors is determined with reference to the time devoted to company operations, responsibilities undertaken, and the company’s risk exposure, as well as prevailing industry standards. Remuneration is paid on a fixed basis regardless of the company’s profits or losses. In addition to a fixed monthly salary and travel allowances for attending each board meeting, independent directors do not participate in annual director bonus distributions, and are not entitled to severance pay or position-based allowances.
-
Describe the Company’s remuneration policies, system, standards, and packages for Independent Director and the relationship between the amount of remuneration paid and the responsibilities, risks, and time commitment. The Company's Independent Directors perform their duties within their scope of responsibilities. The standards of remuneration paid to Independent Directors are taking into account their time commitment on the Company’s operation, their responsibilities, the Company’s risk appetite, and reference to industry standards. remuneration is paid on a flat-rate basis, irrespective of the profit or loss of the Company. In addition to a fixed monthly salary and travel expenses for each board meeting attended, Independent Directors do not participate in annual Director remuneration distributions, do not receive severance pay, and do not receive any allowance.
26
| Ranges of remuneration paid to each of the Company’s directors |
Names of Directors |
Names of Directors |
Names of Directors |
Names of Directors |
|---|---|---|---|---|
Sum of A+B+C+D |
Sum of A+B+C+D+E+F+G | |||
| The Company | All consolidated entities | The Company | All consolidated entities | |
| Less than NT$1,000,000 | Mai Hsin Investment Co., Ltd. Legal Representative: Chu, Tian-Ling; Directors: Wang, Tzu-Chiang; Hsieh, Chih-Chien; Liao, Pei-An; Li, Yue- Lin |
Mai Hsin Investment Co., Ltd. Legal Repre- sentative: Chu, Tian-Ling; Directors: Wang, Tzu-Chiang; Hsieh, Chih- Chien; Liao, Pei-An; Li, Yue-Lin |
Mai Hsin Investment Co., Ltd. Legal Representative: Chu, Tian-Ling; Directors: Wang, Tzu-Chiang; Hsieh, Chih-Chien; Liao, Pei-An; Li, Yue-Lin |
Mai Hsin Investment Co., Ltd. Legal Representative: Chu, Tian-Ling; Directors: Wang, Tzu-Chiang; Hsieh, Chih-Chien; Liao, Pei-An; Li, Yue-Lin |
| NT$1,000,000 (incl.)~NT$2,000,000 (excl.) | Datong Express Co., Ltd. – Legal Representative: Lin, Chun-Ling; Mai Hsin Investment Co., Ltd. – Legal Representative: Hsu, Kuang-Ta; Datong Maritime Transport Co., Ltd. – Legal Representative: Lin, Chung-Wen; Sin Wei Investment Co., Ltd. – Legal Representative: Lin,Ya-Ying |
Datong Express Co., Ltd. – Legal Repre- sentative: Lin, Chun-Ling; Mai Hsin Investment Co., Ltd. – Legal Representative: Hsu, Kuang-Ta; Datong Maritime Transport Co., Ltd. – Legal Representative: Lin, Chung-Wen; Sin Wei Investment Co., Ltd. – Legal Rep- resentative: Lin, Ya-Ying |
Datong Express Co., Ltd. – Legal Repre- sentative: Lin, Chun-Ling; Mai Hsin Investment Co., Ltd. – Legal Representative: Hsu, Kuang-Ta; Datong Maritime Transport Co., Ltd. – Legal Representative: Lin, Chung-Wen; Sin Wei Investment Co., Ltd. – Legal Representative: Lin, Ya-Ying |
Datong Express Co., Ltd. – Legal Repre- sentative: Lin, Chun-Ling; Mai Hsin Investment Co., Ltd. – Legal Representative: Hsu, Kuang-Ta; Datong Maritime Transport Co., Ltd. – Legal Representative: Lin, Chung-Wen; Sin Wei Investment Co., Ltd. – Legal Representative: Lin, Ya-Ying |
| NT$2,000,000 (incl.)~NT$3,500,000 (excl.) | Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Hong-Ying |
Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Hong- Ying |
Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Hong- Ying |
Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Hong- Ying |
| NT$3,500,000 (incl.)~NT$5,000,000 (excl.) | Datong Express Co., Ltd. – Legal Representative: Lin, Hong-Nian; Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Wen-Bo; Datong Maritime Transport Co., Ltd. – Legal Representative: Wu, Ching-Chuan |
Datong Express Co., Ltd. – Legal Repre- sentative: Lin, Hong-Nian; Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Wen-Bo; Datong Maritime Transport Co., Ltd. – Legal Representative: Wu, Ching-Chuan |
Datong Express Co., Ltd. – Legal Repre- sentative: Lin, Hong-Nian; Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Wen- Bo; Datong Maritime Transport Co., Ltd. – Legal Representative: Wu, Ching-Chuan |
Datong Express Co., Ltd. – Legal Repre- sentative: Lin, Hong-Nian; Ben Yuan Railway Transportation Co., Ltd. – Legal Representative: Lin, Wen- Bo; Datong Maritime Transport Co., Ltd. – Legal Representative: Wu, Ching-Chuan |
| NT$5,000,000(incl.)~NT$10,000,000(excl.) | ||||
| NT$10,000,000(incl.)~NT$15,000,000(excl.) | ||||
| NT$15,000,000(incl.)~NT$30,000,000(excl.) | ||||
| NT$30,000,000(incl.)~NT$50,000,000(excl.) | ||||
| NT$50,000,000(incl.)~NT$100,000,000(excl.) | ||||
| NT$100,000,000 or more | ||||
| Total | 24,370 | 26,475 | 25,808 | 28,407 |
27
I. Remuneration to general managers and deputy general managers
| December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | December 31, 2024; Unit: NTD thousand | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Job title | Name | Salary (A) | Retirement pay and pension (B) |
Rewards and special disbursements (C) |
Employee profit-sharing compensation (D) |
Sum of A+B+C+D and ratio to net income (%) |
Remuneration received from investee enterprises other than subsidiaries or from the parent company |
||||||||
| The Company | All consoli- dated entities |
The Company |
All consolidat- ed entities |
The Company |
All consoli- dated entities |
The Company | All consolidated entities |
The Company |
All consoli- dated entities |
||||||
| Amount in cash |
Amount in stock |
Amount in cash |
Amount in stock |
||||||||||||
| General Manager (Note 1) |
Huang, Kuo-Liang | 12,523 | 13,015 | 569 | 569 | 2,266 | 2,268 | 107 | - |
107 | - |
9.84% | 10.16% | None | |
| General Manager | Wu, Ching-Chuan | ||||||||||||||
| Executive Vice President | Lin, Ya-Ying | ||||||||||||||
| DeputyGeneral Manager | Chu, Lung-Hsing | ||||||||||||||
| DeputyGeneral Manager | Chen, Cheng-Hung | ||||||||||||||
| DeputyGeneral Manager | Kuo, Ting-Hu | ||||||||||||||
| DeputyGeneral Manager | Chiang, Liang-Ping | ||||||||||||||
| DeputyGeneral Manager | Lin,Yung-Tai | ||||||||||||||
| Note 1: General Manager Kuo-LiangHuangassumed office o | n September 1,2025. | ||||||||||||||
| Ranges of remuneration paid to each of the Company’s general manager(s) and deputy general manager(s) |
Names ofGeneral Manager(s) and | Deputy general manager(s) | |||||||||||||
| Sumof A+B+C+D | |||||||||||||||
| The Company | All consolidated entities(E) | ||||||||||||||
| Less than NT$1,000,000 | |||||||||||||||
| NT$1,000,000 (incl.)~NT$2,000,000 (excl.) | Huang, Kuo-Liang、Wu, Ching-Chuan、Lin, Ya-Ying、Chu, Lung-Hsing、Chen,Cheng-Hung 、Kuo,Ting-Hu、Chiang,Liang-Ping、Lin,Yong-Tai |
Huang, Kuo-Liang、Wu, Ching-Chuan、Lin, Ya-Ying、Chu, Lung-Hsing、Chen,Cheng-Hung 、Kuo,Ting-Hu、Chiang,Liang-Ping、Lin,Yong-Tai |
|||||||||||||
| NT$2,000,000(incl.)~NT$3,500,000(excl.) | |||||||||||||||
| NT$3,500,000(incl.)~NT$5,000,000(excl.) | |||||||||||||||
| NT$5,000,000(incl.)~NT$10,000,000(excl.) | |||||||||||||||
| NT$10,000,000(incl.)~NT$15,000,000(excl.) | |||||||||||||||
| NT$15,000,000(incl.)~NT$30,000,000(excl.) | |||||||||||||||
| NT$30,000,000(incl.)~NT$50,000,000(excl.) | |||||||||||||||
| NT$50,000,000(incl.)~NT$100,000,000(excl.) | |||||||||||||||
| NT$100,000,000 or more | |||||||||||||||
| Total | 15,465 | 15,959 |
28
-
(Ⅲ) For any circumstance in item (1) or (5), order 2, subparagraph 3, paragraph 1, Article 10 of the Regulations Governing Information to be Published in Annual Reports of Public Companies, it shall disclose the individual remuneration paid to each of its five most senior management personnel: not applicable.
-
(Ⅳ) Names and distributions of employee profit-sharing compensation to managerial officers:
| December 31,2025;Unit: NTD thousand | December 31,2025;Unit: NTD thousand | December 31,2025;Unit: NTD thousand | December 31,2025;Unit: NTD thousand | December 31,2025;Unit: NTD thousand | December 31,2025;Unit: NTD thousand | |
|---|---|---|---|---|---|---|
| Manager | Job title | Name | Stocks Amount |
Cash Amount |
Total | As a % of net profit |
| General Manager | Huang,Kuo-Liang | - |
249 | 249 | 0.16% | |
| Executive Vice President | Chu,Lung-Hsing | |||||
| DeputyGeneral Manager | Kuo,Ting-Hu | |||||
| DeputyGeneral Manager | Lin,Yong-Tai | |||||
| DeputyGeneral Manager | Chen, Cheng-Hung | |||||
| DeputyGeneral Manager | Chiang,Liang-Ping | |||||
| Senior Assistant Manager | Yeh,Kuang-Wu | |||||
| Assistant Vice President | Li,Yi-Chang | |||||
| Assistant Vice President | Wu,Chih-Hung | |||||
| Assistant Vice President | Tsai,Chia-Chien | |||||
| Assistant Vice President | An,Tai-Chuan | |||||
| Assistant Vice President | Hsu,Chih-Hao | |||||
| Assistant Vice President | Kao,Chou-Tung-Chou | |||||
| Assistant Vice President | Chou,Chiang-Kuo |
-
Note:The amount refers to the proposed allocation of managerial personnel’s remuneration (including shares and cash) approved by the Board of Directors prior to the shareholders’ meeting for the distribution of earnings for the 2025 fiscal year. “Net income after tax” refers to the after-tax net income reported in the most recent annual individual financial statements.
-
(Ⅴ) Provide a comparative analysis of the ratio of the total compensation paid by the Company and all companies included in the consolidated financial statements to the Company’s directors, general manager, and vice general managers to the net income after tax in the parent company only financial statements for the most recent two fiscal years. The analysis shall also describe the Company’s policies, standards, and components of compensation, the procedures for determining such compensation, and its linkage to operating performance and future risks.
-
The ratios of the total compensation paid by the Company and all companies included in the consolidated financial statements to the Company’s directors, general manager, and vice general managers to net income after tax for the most recent two fiscal years are as follows:
| Job title | For fiscal year 2024, the ratio of the total compensation paid by the Company and all companies included in the consolidated financial statements to the Company’s directors, supervisors, general manager, and vice general manag- ers to net income after tax is as follows |
For fiscal year 2025, the ratio of the total compensation paid by the Company and all companies included in the consolidated finan- cial statements to the Company’s directors, general manager, and vice general managers to net income after tax is as follows |
Increase/decrease (Note 1) |
% of change |
|---|---|---|---|---|
| Director | 19.65% | 16.86% | (2.79) | (14.20%) |
| General Manager(s) and Deputy general manager(s) |
14.67% | 10.16% | (4.51) | (30.74%) |
-
Note: The Company’s net income after tax for 2025 increased slightly compared to 2024; therefore, the ratio of compensation for the Company’s directors, general manager, and vice general managers to net income after tax showed a slight decrease.
-
Remuneration policies, standards, and packages:
-
The remuneration of directors mainly consists of directors’ remuneration, bonuses, and business execution
-
expenses. Directors’ remuneration is distributed in accordance with Article 24 of the Company’s Articles of In-
29
corporation, under which, if the Company records annual profits, no more than 5% shall be appropriated as directors’ remuneration.
The remuneration of the general manager and vice general managers mainly consists of salaries, bonuses, and employee compensation. Employee compensation is distributed in accordance with Article 24 of the Company’s Articles of Incorporation, under which, if the Company records annual profits, 5% shall be appropriated as employee compensation.
- Procedure for determining remuneration:
Article 21-1 of the Company’s Articles of Incorporation stipulates that the remuneration of directors shall be authorized by the Board of Directors, taking into overall consideration the Company’s profitability for the year, operational performance, the degree of participation in the Company’s operations, and the results of performance evaluations. The evaluation criteria are based on the Company’s “Board Performance Evaluation Procedures,” including mastery of corporate objectives and missions, understanding of directors’ duties, internal relationship management and communication, and continuous professional development, as well as consideration of any special contributions or significant adverse events, and with reference to prevailing industry standards.
Article 22 stipulates that the Company may appoint managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act. Their compensation shall be determined based on the Company’s overall operational performance, the responsibilities of their respective positions, and individual performance evaluation results
- Linkage to operating performance and future risk exposure:
The review of the Company’s remuneration policy, payment standards, and system is primarily based on the Company’s overall operating performance. To ensure that potential risks within the scope of responsibilities are properly managed and mitigated, remuneration is determined with reference to performance achievement and level of contribution, with the aim of enhancing the overall effectiveness of the Board of Directors and management team. In addition, the Company takes industry compensation benchmarks into consideration to ensure that the remuneration of its management remains competitive within the industry, thereby retaining outstanding managerial talent.
30
III. Operation of corporate governance:
(I) Operation of the Board of Directors:
There were 9 Board of Directors’ meetings held in 2025 and as of the printing date of this annual report. The attendance of Directors is as follows.
| Job title | Name | No. of meetings attended in person |
No. of meet- ings attended by proxy |
In-person attendance rate (%) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Datong Express Co., Ltd. Representative of Corporate Shareholder: Lin,Hong-Nian |
9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Director | Datong Express Co., Ltd. Representative of Corporate Shareholder: Lin,Chun-Ling |
9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Director | Mo Hsin Investment Ltd. Representative of Corporate Shareholder: Hsu, Kuang-Da |
9 | 0 | 100% | Re-elected for another term on May 29, 2025. (Note1) |
| Director | Shinway Investment Co., Ltd. Representative of Corporate Shareholder: Lin, Ya-Ying |
6 | 0 | 100% | Re-elected for another term on May 29,2025. (Notel2) |
| Director | Ta Tong Marine Co., Ltd. Representative of Corporate Shareholder: Wu,Ching-Chuan |
9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Director | Ta Tong Marine Co., Ltd. Representative of Corporate Shareholder: Lin, Tzu-Jay |
9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd. Representative of Corporate Shareholder: Lin,Hong-Ying |
8 | 1 | 89% | Re-elected for another term on May 29, 2025. (Note1) |
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd. Representative of Corporate Shareholder: Lin,Wen-Bor |
9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Former Director |
Mo Hsin Investment Ltd. Representative of Corporate Shareholder: Chu, Tian-Ling |
3 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Independ- ent director |
Wang, Zi-Cheng | 9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Independ- ent director |
Lee, Yueh-Lin | 5 | 1 | 83% | Re-elected for another term on May 29, 2025. |
| Independ- ent director |
Hsieh, Chi-Chien | 9 | 0 | 100% | Re-elected for another term on May 29, 2025. |
| Former Independ- ent Direc- tor |
Liao, Pei-An | 3 | 0 | 100% | Stepped down following re- election on May 29, 2025. |
Note 1: The board seat of Mai Hsin Investment Co., Ltd., previously held by its representative Chu, Tian-Ling, has been assumed by Mr. Hsu, Kuang-Ta, effective August 8, 2025.
Note 2: The board seat of Sin Wei Investment Co., Ltd., previously held by its representative Hsu, Kuang-Ta, has been assumed by Ms. Lin, Ya-Ying, effective August 8, 2025.
Other information required to be disclosed:
I. If any of the following circumstances exists, specify the board meeting date, meeting session number, content of the motion(s), the opinions of all the Independent Directors, and the Company’s handlings of the opinions of the Independent Directors:
(I) Any matter under Article 14-3 of the Securities and Exchange Act.
Dissenting or qualified opinion of an Meeting date/ session number Content of resolution independent directors and the Company’s treatment to their opinions
31
| (II) III. |
February 26, 2025 16th Meet- ing of the 19th Board of Direc- tors |
February 26, 2025 16th Meet- ing of the 19th Board of Direc- tors |
Proposal on salary adjustment for managers for fiscal year 2025. | Proposal on salary adjustment for managers for fiscal year 2025. | Proposal on salary adjustment for managers for fiscal year 2025. | None | None | |
|---|---|---|---|---|---|---|---|---|
| April 24, 2025 17th Meeting of the 19th Board of Directors |
Proposal for early termination of the lease of the Company’s premises located at 8F-1,NanjingEast Road,Taipei City. |
None | ||||||
| August 7, 2025 2nd Meeting of the 20th Board of Directors |
1. Proposal to purchase one additional quay crane. 2. Proposal on the appointment and dismissal of the Compa- ny’s President(General Manager). |
None | ||||||
| November 12, 2025 3rd Meet- ing of the 20th Board of Direc- tors |
1. Proposal on amendments and additions to the Company’s “Internal Control System” and “Internal Audit Implementa- tion Rules.” 2. Proposal to acquire eight parcels of national land (including Land No. 839, Baozhang Section, Xizhi District, New Tai- pei City) from the National Property Administration, Minis- tryof Finance. |
None | ||||||
| March 4, 2026 3rd Meeting of the 20th Board of Directors |
Proposal to acquire right-of-use assets of real estate from a related party. |
None | ||||||
| Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | ||||
| Once every three years | Fiscal year 2025 | Full Board of Directors | External perfor- mance evaluation unit: Taiwan Board Performance En- hancement Associa- tion |
1. Board composition and structure 2. Director selection and con- tinuing education 3. Level of participation in company operations 4. Enhancement of board decision-making quality 5. Internal control 6. Sustainable development 7. Value creation |
||||
| Once every year | Fiscal year 2025 | Individual Directors | Directors’ self- assessment |
1. Understanding of the Com- pany’s goals and mission 2. Awareness of directors’ responsibilities 3. Level of participation in company operations 4. Internal relationship man- agement and communica- tion 5. Directors’ professional competence and continuing education 6. Internal control |
32
| Once every year | Fiscal year 2025 | Functional Committees | Functional commit- tee members’ self- assessment |
1. Level of participation in company operations 2. Awareness of the responsi- bilities of functional com- mittees 3. Enhancement of decision- making quality of functional committees 4. Composition and member selection of functional committees 5. Internal control |
|
|---|---|---|---|---|---|
33
(II) Implementation of the operation of Audit Committee or the Supervisor’s engagement in the operation of the Board:
- Operation of the Audit Committee
There were 6 Audit Committee meetings held in 2025 and as of the printing date of this annual report. The attendance of Independent Directors is as follows:
| Job title | Job title | Name | Name | No. of meetings attended inperson |
No. of meetings attended by proxy |
No. of meetings attended by proxy |
In-person attendance rate(%) |
Remarks |
|---|---|---|---|---|---|---|---|---|
| Independent director | Wang, Tzu-Chiang |
6 | 0 | 100% | Re-elected on May 29,2025 |
|||
| Independent director | Hsieh, Chih-Chien |
6 | 0 | 100% | Re-elected on May 29,2025 |
|||
| Independent director | Lee, Yueh-Lin | 2 | 1 | 67% | Assumed office on May29,2025 |
|||
| Former Independent Director |
Liao, Pei-An | 3 | 0 | 100% | Resigned / Term ended on May 29, 2025 |
|||
| Other information required to be disclosed: 1. If there is anything as below, the Company should state the date of the Audit Committee meeting, terms, content, Independent Directors' objections, reservations or significant recommendations, results of audit committee resolutions, and the Company’s response and handling for the Independent Directors’ opinions. (1) Items related to Article 14-5 of the Securities and Exchange Act: Meeting date/ session number Content of resolution Dissenting or qualified opinion of an independent directors and the Company’s treatment to their opinions February 26, 2025 16th Meet- ing of the 19th Board of Direc- tors Proposal on salary adjustment for managers for fiscal year 2025. None April 24, 2025 17th Meeting of the 19th Board of Directors Proposal for early termination of the lease of the Company’s premises located at 8F-1,NanjingEast Road,Taipei City. None August 7, 2025 2nd Meeting of the 20th Board of Directors 1. Proposal to purchase one additional quay crane. 2. Proposal on the appointment and dismissal of the Compa- ny’s President(General Manager). None November 12, 2025 3rd Meet- ing of the 20th Board of Direc- tors 1. Proposal on amendments and additions to the Company’s “Internal Control System” and “Internal Audit Implementa- tion Rules.” 2. Proposal to acquire eight parcels of national land (including Land No. 839, Baozhang Section, Xizhi District, New Tai- pei City) from the National Property Administration, Minis- tryof Finance. None March 4, 2026 3rd Meeting of the 20th Board of Directors Proposal to acquire right-of-use assets of real estate from a related party. None (2) In addition to the above matters, any resolution which was not approved by the Audit Committee but was approved by two thirds or more of all Directors: None. 2. Recusals of Independent Directors due to conflicts of interests: None. 3. Communications between the Independent Directors, the head of internal audit, and the CPAs: Date KeyCommunication Result Communication meet- ing for the Independent Directors, the head of internal audit, and the CPAs on February 23, 2025 1. The Company’s 2025 financial state- ments 2. The CPAs' proposal for the scope and materiality of the audit of the Company. 3. CPA independence declaration After a thorough discussion, the meeting members had no objection to the con- tent. |
||||||||
| Date | KeyCommunication | Result | ||||||
| Communication meet- ing for the Independent Directors, the head of internal audit, and the CPAs on February 23, 2025 |
1. The Company’s 2025 financial state- ments 2. The CPAs' proposal for the scope and materiality of the audit of the Company. 3. CPA independence declaration |
After a thorough discussion, the meeting members had no objection to the con- tent. |
- Supervisor’s engagement in the operation of the Board:
At the 2022 Shareholders’ Meeting, the Company abolished the supervisor system and elected three independent directors, and established an audit committee to exercise its functional duties independently.
34
(III) Status of operation of the Corporate Governance and Sustainable Development Committee
1. The Company’s Corporate Governance and Sustainable Development Committee consists of four members.
- Term of the current committee members: July 15, 2025 to May 28, 2028. The committee held 2 meetings during the 2025 fiscal year and up to the date of printing of the annual report. The qualifications and attendance of the members are as follows:
| Job title | Name | Name | No. of meetings attended inperson |
No. of meetings attended by proxy |
In-person attend- ance rate(%) |
Remarks | ||
|---|---|---|---|---|---|---|---|---|
| Independent director | Wang, Zi-Cheng | 2 | 0 | 100% | Re-elected on July 15, 2025 |
|||
| Independent director | Lee, Yueh-Lin | 2 | 0 | 100% | Assumed office on July 15, 2025 |
|||
| Member | Tsai, Chia-Chien | 2 | 0 | 100% | Assumed office on July 15, 2025 |
|||
| 3. Operation | ||||||||
| Meeting date/ session number | Proposal description | Resolution | ||||||
| December 26, 2024 3rd Meeting of the 19th Board of Directors and the Corporate Govern- ance and Sustainable Development Committee |
1. Elected the convener of the Corporate Governance and Sustainability Committee. 2. The Company’s 2024 Sustainability Report. |
Approved by all presented members and submitted to the Board of Directors. |
||||||
| The 2nd Meeting of the Corporate Governance and Sustainability Committee of the 20th Board of Directors held on December 24, 2025 |
1. Corporate Governance Implementation in 2025. 2. Corporate Social Responsibility and Sustainability Implementation in 2025. 3. Implementation of Ethical Business Practices in 2025. |
Approved by all presented members and submitted to the Board of Directors. |
35
- (Ⅳ) Corporate Governance – Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Does the Company establish and dis- close its Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Prac- tice Principles for TWSE/TPEx Listed Companies”? |
✓ |
The Company has established the Corporate Governance Best Practice Principles and discloses it on the corporate website under the stakehold- er’s section. |
No difference | |
| 2. Shareholding structure and sharehold- ers’ rights (1) Does the Company have internal oper- ation procedures for handling share- holders’ suggestions,concerns, dis- putes and litigation matters, and im- plement the procedures accordingly? (2) Does the Company get hold of the ma- jor shareholders and ultimate benefi- cial owners of its major shareholders who actually control the Company? |
✓✓ |
In addition to through the stock affairs agency, a spokesperson is availa- ble to handle shareholders' suggestions, concerns, or disputes in accord- ance with internal procedures; Besides, a stakeholder section and a shareholders' contact window are available on the Company's website for shareholders/investors to submit suggestions or questions. The Company and its stock affairs agency keep track of changes in the shareholdings of Directors, Supervisor, managers, and major sharehold- ers holding 10% or more of the shares and file them monthly by the law. |
No difference No difference |
36
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (3) Does the Company build and execute a risk management system and a fire- wall mechanism between the Compa- ny and its affiliates? (4) Does the Company has internal regu- lations that prohibit insiders from us- ing unpublished information to trade marketable securities? |
✓✓ |
The Company and its affiliates operate individually and independently, and control risks in accordance with the provisions of the internal con- trol system. The Company’s employees, managers and Directors shall comply with the provisions of the Securities and Exchange Act. In addition, the Com- pany also establishes the “Codes of Ethical Conduct” and “Points to Prevent Unethical Conducts”. The relevant personnel shall not use the non-public information known to them to engage in insider trading, nor shall they disclose it to others, to prevent others from using the non- public information to engage in insider trading. |
No difference No difference |
37
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 3. Makeup and responsibilities of the Board of Directors (1) Does the Board of Directors has a di- versification policy and specific man- agement objectives, and implement them thoroughly? (2) Does the Company voluntarily estab- lish other functional committees aside from the legally required Remunera- tion Committee and Audit Commit- tee? |
✓✓ |
According to Article 19 of the Company’s “Corporate Governance Best- Practice Principles”, the makeup of the Board of Directors shall be de- termined by taking diversity into consideration, and the Board members shall generally have the knowledge, skills, and experience necessary to perform their duties and develop an appropriate diversity approach. To achieve the ideal goal of corporate governance, the board of directors shall possess the ability to “make operational judgments, ability to per- form accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, the knowledge of the industry, an international market perspective, ability to lead, and ability to make policy decisions”. For the Company’s diversification policy of the Board, specific man- agement objectives, and the implementation thereof, please refer to the “Diversity and Independence of the Board” in this annual report (Pages 11 to 13). To strengthen corporate governance and enhance the effectiveness of the Board of Directors, the Company has established the “Corporate Gov- ernance and Sustainability Committee,” which consists of two independ- ent directors and the Associate Vice President of the Planning Depart- ment. Under the Committee, a Corporate Governance and Sustainability Task Force has been formed, comprising members from various depart- ments. This task force is responsible for matters related to corporate governance, risk management, ethical business conduct, corporate social responsibility, and sustainable development, and reports its implementa- tion results to the Committee and the Board of Directors on an annual basis. |
No difference No difference |
38
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (3) Does the Company set up the evalua- tion rules and method for the Board and conduct the evaluation annually, submit the evaluation results to the Board meeting, and use the results as reference to individual Director’s compensation and reappointment? |
✓ |
1. On November 7, 2018, the Company adopted the “Board Performance Evaluation Measures” at the 14th Meeting of the 17th Board of Direc- tors. 2. In 2025, the Company engaged the Taiwan Corporate Board Perfor- mance Association to conduct an external evaluation of the Board of Directors’ performance. In addition, directors and members of func- tional committees conducted self-assessments through internal ques- tionnaires. All evaluation items met the established performance indi- cators and rating criteria, and the overall evaluation result was rated as “Excellent.” The results were submitted to the 5th meeting of the 20th Board of Directors held on March 4, 2026, as a reference for deter- mining individual directors’ remuneration and nomination for reap- pointment. |
No difference |
39
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (4) Does the Company evaluate the inde- pendence of the attestation CPAs reg- ularly? |
✓ |
1. The Company regularly (once a year) refers to the independence specified in Article 47 of the Certified Public Accountant Act and the contents of the Bulletin of Norm of Professional Ethics No. 10 "Integrity, Objectivity and Independence" to formulate the independ- ence assessment items (Note 1). The CPAs obtain the information of the five major dimensions and thirteen indicators (Note 2) in the "Guidelines for Auditing Quality Indicators (AQIs) for Accounting Firms" issued by the Financial Supervisory Commission to evaluate the quality, professionalism, quality control, independence, supervi- sion and innovation ability of audit one by one. The Company sub- mits the result to the Audit Committee for review, and the Audit Committee will send the review results to the Board of Directors. The CPAs have also issued a statement of independence for the audit work entrusted. 2. On November 12, 2025, the 3rd Meeting of the 20th Board of Direc- tors approved the assessment of the independence and qualifications of the external auditors. The certified public accountants, Ruan, Lu- Man-Yu and Lin, Ya-Hui of PricewaterhouseCoopers Taiwan, are not directors, supervisors, managerial officers, employees, or sharehold- ers of the Company or its related parties. They have been confirmed as independent with no conflict of interest, in compliance with the independence criteria set by the competent authority, and are deemed qualified to serve as the Company’s signing auditors. |
No difference |
40
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 4. Does the Company have a competent and appropriate number of corporate governance personnel and assign the Chief Corporate Governance Officer to be in charge of corporate governance affairs (including but not limited to furnishing information required by Di- rectors and Supervisor to perform their duties, assisting Directors and Supervi- sor to comply with laws and regula- tions, handling matters relating to Board meetings and Shareholders’ meetings according to laws, producing minutes of Board meetings and share- holders meetings, etc.)? |
✓ |
1. To strengthen corporate governance and enhance the effectiveness of the Board of Directors, the Company has established the “Corporate Governance and Sustainability Committee,” which is composed of two independent directors and the Associate Vice President of the Planning Department. Under the Committee, a Corporate Governance and Sustainability Task Force has been formed, comprising members from various departments. This task force is responsible for matters related to corporate governance, risk management, ethical business conduct, corporate social responsibility, and sustainable development, and reports its implementation results to the Committee and the Board of Directors on an annual basis. 2. The Company’s Board of Directors assigns a “Chief Corporate Gov- ernance Officer” to deal with corporate governance related affairs, prepare information required for corporate governance, and handle matters related to the Board meeting and Shareholders' meeting in ac- cordance with the law, etc. The Company's 17th Board of Directors resolved at its 17th meeting on May 8, 2019, to establish the Compa- ny’s “Standard Operation Procedures for Handling of Directors’ Re- quest”, facilitate good corporate governance, assist Directors to per- form their duties, and enhance the functionality of the Board of Direc- tors. 3. The business conduction and training of the Chief Corporate Govern- ance Officer for the year 2025 are disclosed in the Stakeholder Sec- tion/Corporate Governance/Functional Committee/ Corporate Gov- ernance and Sustainable Development Committee on the Company's website. |
No difference |
41
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 5. Does the Company set up communica- tion channels for stakeholders (includ- ing but not limited to shareholders, employees, customers, and suppliers), establish a stakeholder section on the Company’s website, and appropriately respond to important CSR issues of concern to stakeholders? |
✓ |
1. The Company sets up a “Stakeholder Section” on the website to pro- vide stakeholders with a feedback channel to appropriately respond to concerns of stakeholders (shareholders, investors, employees, custom- ers, and suppliers) and report the stakeholder communication to the Board. 2. The Company establishes the “Rules for Reporting by Internal and External Personnel” and “Measures of Prevention and Punishment of Sexual Harassment”. Internal and external personnel can provide feedback byemail or in writing. |
No difference |
|
| 6. Does the Company appoint a profes- sional stock affairs agency to deal with the shareholder meeting matters? |
✓ |
The Company appoints Transfer Agency of CTBC Bank to deal with Shareholder’s Meeting relevant matters. |
No difference |
|
| 7. Public disclosure of information (1) Does the Company set up a website to disclose financial and corporate gov- ernance information? (2) Does the Company adopt other infor- mation disclosure methods (such as setting up English website, assigning dedicated person to collect and dis- close company information, imple- menting a spokesperson system, or posting the proceedings of the inves- tor conference on its corporate web- site)? (3) Does the Company publicly announce and file with the Competent Authority financial reports within two months after the close of each fiscal year, and |
✓✓✓ |
The Company disclose its financial and corporate governance infor- mation on its website (http://www.cctcorp.com.tw) and update it from time to time for investors’ review. The Company assigns dedicated person to collect and disclose company information, implements a spokesperson system by regulation, and post the proceedings of the investor conference on the Market Observation Post System (MOPS). The Company announced the 2025 Financial Report on March 4, 2026, and, within the prescribed deadlines, completed the disclosure and filing of the first, second, and third quarterly financial reports as well as the monthly operating performance reports. |
No difference No difference No difference |
42
| Evaluation item | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| announce and file the first, second, and third quarter financial reports and the monthly operations well in ad- vance of the required deadline? |
||||
| 8. Does the Company disclose other in- formation to facilitate a better under- standing of its corporate governance practices (e.g. including but not limited to employee rights, employee wellness, investor relations, rights of stakehold- ers, directors’ and supervisor’s training records, the implementation of risk management policies and risk meas- urement criteria, the implementation of customer policy, purchasing of duty in- surance for directors, and the donation of political parties, related parties, and charity organization )? |
✓ |
1. In addition to establishing the Employee Welfare Committee to pro- mote and conduct various employee welfare matters, the Company al- so provides internal and external continuing education programs for employees every year and purchases employee group insurance to provide a sound working environment. 2. In 2025, the Company has completed the training courses according to the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Compa- nies. For further details, please refer to “Directors’ continuing educa- tion” in this annual report (Page 44). 3. On February 1, 2026, the Company purchased a USD 3,000,000 lia- bility insurance policy from Ming Tai Insurance Co., Ltd. The key de- tails of the policy, including the insured amount, coverage, and pre- mium rate, were submitted to the 5th Meeting of the 20th Board of Di- rectors on March 4, 2026. 4. The Company not only posts on the MOPS but also discloses on the corporate website the material information related to the interests and rights of employees, investors, suppliers, and other stakeholders. 5. The Company has the management procedures of “Procedures for Acquisition and Disposal of Assets”, “Procedures for Loaning of Funds”, “Procedures for Making of Endorsements/Guarantees”, “Management Rules for the Securities Investment Operations”, and “Short- and Long-Term Equity Investment Evaluation Guidelines” to serve as the basis for risk control and risk measurement criteria for the Company's executive and auditing units to perform the above opera- tions. |
No difference |
43
| Evaluation item | Evaluation item | Operation | Operation | Operation | Operation | Deviations from the Corporate Governance Best- Practice Princi- ples for TWSE/TPEx Listed Companies and the reasons |
|
|---|---|---|---|---|---|---|---|
| Yes | No | Summary | |||||
| 9. Describe the improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange and the priori- tized reinforcement and measures for unimproved items. (1) The Company’s improvement status on the result of Corporate Governance Evaluation for the most recent year. (Improved and scored evaluation indicators for the tenth evaluation) Serial No. Indicator Improvement Measure 2.27 Does the Company have an intellectual property management plan defined to link with the operational goals? The Company discloses the measures it has taken to protect trademarks and trade secrets on its website. 3.6 Does the Company disclose the interim financial report in Eng- lish within two months after the reporting period of the Chinese version of the financial report? The English version of the interim financial report was disclosed within the prescribed deadline. 4.20 Does the Company have a policy for workplace diversity or gender equality, and disclose the implementation status? The Company discloses its human rights policy measures and management plans on its website. (2) For any items in the most recent Corporate Governance Evaluation that have not yet been improved, the Company has proposed priority enhancement areas and corresponding measures (prioritized reinforcements for the 11th term evaluation indicators) Serial No. Indicator Improvement Measure 4.4 Whether the Company has compiled and uploaded the sustaina- bility report to the Market Observation Post System and the Company's website by the end of September in accordance with the GRI Guidelines issued by the Global Reporting Initiative (GRI). Since 2024, the Company has adopted ISO 14064-1 for green- house gas inventory and ISO 14067 for carbon footprint certifi- cation, and has prepared its sustainability report in compliance with relevant regulations. 4.5 Whether the sustainability report prepared by the Company has certified by a third party. 4.7 Does the Company prepare and disclose the English version of the sustainability report? 4.24 Whether the Company's sustainability report prepared by the Company is submitted to the Board of Directors for approval? |
|||||||
| Serial No. |
Indicator | Improvement Measure | |||||
| 4.4 | Whether the Company has compiled and uploaded the sustaina- bility report to the Market Observation Post System and the Company's website by the end of September in accordance with the GRI Guidelines issued by the Global Reporting Initiative (GRI). |
Since 2024, the Company has adopted ISO 14064-1 for green- house gas inventory and ISO 14067 for carbon footprint certifi- cation, and has prepared its sustainability report in compliance with relevant regulations. |
|||||
| 4.5 | Whether the sustainability report prepared by the Company has certified by a third party. |
||||||
| 4.7 | Does the Company prepare and disclose the English version of the sustainability report? |
||||||
| 4.24 | Whether the Company's sustainability report prepared by the Company is submitted to the Board of Directors for approval? |
44
Note 1: According to Article 29 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, the Company formulates the evaluation procedures for the independence and competence of the attestation CPAs:
| Evaluation procedures | Evaluation item |
Yes | No |
|---|---|---|---|
I. Independence |
1. The CPA fails to provide the independency declaration before undertaking and performing the audit appoint- |
✓ |
|
ments by the Company and its subsidiaries. |
|||
| 2. The CPA currently is employed by the Company or its subsidiaries to perform routine work for which he or she | ✓ |
||
receives a fixed salary, serves as a Director or Supervisor thereof, or enters into a potential employment negotia- |
|||
tions with the Company or its subsidiaries. |
|||
| 3. The CPA has previously served for the Company or its subsidiaries as a director, supervisor, managerial officer, | ✓ |
||
or an employee with material influence over attestation, and has been separated from the position for less than |
|||
two years. |
|||
| 4. The CPA is a spouse, lineal relative, direct relative by marriage, or a collateral relative within the second degree | ✓ |
||
of kinship of any responsible person or managerial officer of the Company or its subsidiaries. |
|||
| 5. The CPA, or the spouse or a minor child thereof, has invested in the Company or its subsidiaries, shares in fi- | ✓ |
||
nancial gains therewith, or has material and close business relationships therewith. |
|||
| 6. The CPA, or the spouse or a minor child thereof, has lent or borrowed funds to or from the Company or its sub- | ✓ |
||
sidiaries. |
|||
| 7. The CPA provides management consulting or other non-attestation services that affect his or her independence | ✓ |
||
to the Company or its subsidiaries. |
|||
| 8. The CPA acquires a financial interest in the Company or its subsidiaries or has a conflict of interest created by | ✓ |
||
other interests or relationships with the Company or its subsidiaries. |
|||
| 9. Accepts gifts or preferential treatment with significant value from the audit client, the client’s director, supervi- sor, officer or major shareholder. |
✓ |
||
| 10. The CPA promotes or brokers shares or other securities issued by the Company or its subsidiaries. | ✓ |
||
| 11. Except for legally permitted businesses, the CPA acts as an advocate on behalf of the Company or its subsidiar- ies in litigation or disputes with third parties. |
✓ |
||
| 12. A former partner within one year of disassociating from the same CPA firm joins the Company or its subsidiar- ies as a director, supervisor, or officer or in a key position to exert significant influence over the subject matter of the engagement. |
✓ |
||
| 13. The CPA firm issues an assurance report on the effectiveness of the operation on the financial systems of the Company or its subsidiaries which were designed or implemented assist by the CPA firm before. |
✓ |
||
| 14. An original data prepared by the CPA firm was used as a material or important item in a attest engagement, compilation engagement, attested tax returns engagement or other assurance service engagement. |
✓ |
||
| 15. Recruiting a high-level manager who has a direct and material influence over the audit engagement for the Company or its subsidiaries. |
✓ |
||
| 16. The Company has not changed the CPA for seven consecutive years. | ✓ |
||
| II. Competence |
1. Has received a final and unappealable sentence for a crime, and the charge merits a determination that the repu- |
✓ |
|
tation of CPAs has been harmed. |
|||
| 2. Has been sanctioned by a taxation authority for tax evasions, or for helping or instigating another person to do | ✓ |
45
| so, and the circumstances are serious in nature. | |||
|---|---|---|---|
| 3. Has committed a serious error or omission in attestation on a financial report or an income tax return filed for a | ✓ |
||
profit-seeking enterprise. |
|||
| 4. Has received an administrative sanction for a violation of another applicable law or regulation serious enough to | ✓ |
||
affect the reputation of CPAs. |
|||
| 5. Has committed a serious violation of the articles of association of a CPA association. | ✓ |
||
| 6. A person who performs or hires a practicing CPA to perform attestation on financial reports or attestation on in- | ✓ |
||
come tax returns filed by profit-seeking enterprises without having obtained CPA qualifications |
|||
| 7. A person who holds a CPA certificate but fails to complete practice registration or join a CPA association and | ✓ |
||
begin performing CPA services. |
|||
| 8. A CPA who fails to comply with the regulations for continuing education and whose hours of continuing educa- | ✓ |
||
tion per year does not meet the legal requirements. |
Note 2: The evaluation of the Audit Quality Indicators (AQIs) of the five major dimensions of the suitability of the CPAs and the 13 indicators are as follows:
follows: |
||||
|---|---|---|---|---|
| Professionalism | Qualitycontrol | Independence | Supervision | Innovation ability |
| Audit experience Training hours Liquidity rate Professional support |
CPA loading Audit input Engagement Quality Control Review (EQCR) Quality support capability |
Non-audit service fees Customer familiarity |
Defects in external inspec- tions and penalties Improvement letter issued by the competent authority |
Innovative planning and advocacy |
46
(V) Composition, duties, and operation of the Remuneration Committee:
- Information on Remuneration Committee Members
| formation on Remuneration Committee Members | formation on Remuneration Committee Members | formation on Remuneration Committee Members | formation on Remuneration Committee Members | formation on Remuneration Committee Members |
|---|---|---|---|---|
| December 31,2025 | ||||
| Qualifications Capacity (Note 1) Name |
Professional qualifica- tions and experience (Note 2) |
Independence analysis (Note3) |
Number of other public companies at which the person con- currently serves as re- muneration committee member |
|
| Independent director (Convener) |
Wang, Zi- Cheng |
Please refer to the “Information of Direc- tors” of the Annual Re- port(pages 5 to 9) |
Please refer to the “Diversity and Independ- ence of the Board” (page 11 to 13) |
None |
| Independent director |
Lee, Yueh- Lin |
Please refer to the “Information of Direc- tors” of the Annual Re- port(pages 5 to 9) |
Please refer to the “Diversity and Independ- ence of the Board” (page 11 to page 13) |
None |
| Others | Chang, Pao-An |
Graduated from Institute of Merchant Marine, Na- tional Taiwan Ocean University; currently serving as the member of the Company’s Remu- neration Committee and pilot. Served as a captain of merchant marine ves- sels, port captain, and maritime inspector; with the rich experience in marine industry for more than 10 years. |
Mr. Chang, Pao-An him- self, his spouse or rela- tive within the second degree of kinship does not serve or has not served as a director, su- pervisor, or employee of the Company or any of its affiliates; not holding shares of the Company by himself or through any nominees; not serv- ing a director, supervisor, or employee of the Com- pany or any of its affili- ates; not providing any services such as business, legal, financial, or ac- counting services provid- ed to the Company or any affiliate thereof with- in the past 2 years. |
None |
47
2. Operation of the Remuneration Committee:
-
(1) The Company’s remuneration committee has a total of three members.
-
(2) Term of the current committee members: July 15, 2025 to May 29, 2028. A total of four meetings of the Remuneration Committee were held in 2025 and up to the date of publication of this Annual Report. The qualifications and attendance of the committee members are as follows:
members are |
members are |
as follows: |
as follows: |
|||||
|---|---|---|---|---|---|---|---|---|
| Title | Name | No. of meetings attended in person |
No. of meet- ings attended by proxy |
In-person attendance rate (%) |
Remarks | |||
| Convener | Wang, Zi- Cheng |
4 | 0 | 100% | ||||
| Member | Lee, Yueh-Lin | 4 | 0 | 100% | ||||
| Member | Chang, Pao-An | 2 | 1 | 50% | ||||
| Other information required to be disclosed: I. Operation: Meeting date/ session number Proposal description The 8th Meet- ing of the Re- muneration Committee of the 19th Board of Directors held on Febru- ary 26, 2025 2025 Executive Compensation Adjust- ment Proposal. The 1st Meet- ing of the Re- muneration Committee of the 20th Board of Directors held on August 7,2025 1. Election of the convener of the Remu- neration Committee. 2. Proposal for the distribution of execu- tive bonuses. 3. Personnel promotion matters of the Company. 4. Appointment and removal of the Company’s General Manager. The 2nd Meet- ing of the Re- muneration Committee of the 20th Board of Directors held on De- cember 24, 2025 1. Periodic review of regulations related to the remuneration of the Company’s directors and executives. 2. Periodic evaluation of the remunera- tion of the Company’s directors and executives. 3. Periodic assessment of the perfor- mance evaluation criteria for directors. 4. Allocation ratio of directors’ and em- ployees’ (executives’) remuneration for 2025. 5. 2025 year-end bonus distribution plan for executives. 6. Proposal for the distribution of execu- tive incentive bonuses. 7. Proposal for the payment of executive position and project allowances. 8. Appointment and removal of the Dep- uty General Manager of the Kaohsiung Branch. 9. Appointment and removal of execu- tives of the Kaohsiung Branch. |
Resolution Approved by all presented members and submitted to the Board of Directors for discussion Approved by all presented members and submitted to the Board of Directors for discussion Approved by all presented members and submitted to the Board of Directors for discussion |
|||||||
| Meeting date/ session number |
Proposal description | Resolution | ||||||
| The 8th Meet- ing of the Re- muneration Committee of the 19th Board of Directors held on Febru- ary 26, 2025 |
2025 Executive Compensation Adjust- ment Proposal. |
Approved by all presented members and submitted to the Board of Directors for discussion |
||||||
The 1st Meet- ing of the Re- muneration Committee of the 20th Board of Directors held on August 7,2025 |
1. Election of the convener of the Remu- neration Committee. 2. Proposal for the distribution of execu- tive bonuses. 3. Personnel promotion matters of the Company. 4. Appointment and removal of the Company’s General Manager. |
Approved by all presented members and submitted to the Board of Directors for discussion |
||||||
| The 2nd Meet- ing of the Re- muneration Committee of the 20th Board of Directors held on De- cember 24, 2025 |
1. Periodic review of regulations related to the remuneration of the Company’s directors and executives. 2. Periodic evaluation of the remunera- tion of the Company’s directors and executives. 3. Periodic assessment of the perfor- mance evaluation criteria for directors. 4. Allocation ratio of directors’ and em- ployees’ (executives’) remuneration for 2025. 5. 2025 year-end bonus distribution plan for executives. 6. Proposal for the distribution of execu- tive incentive bonuses. 7. Proposal for the payment of executive position and project allowances. 8. Appointment and removal of the Dep- uty General Manager of the Kaohsiung Branch. 9. Appointment and removal of execu- tives of the Kaohsiung Branch. |
Approved by all presented members and submitted to the Board of Directors for discussion |
48
| The 3rd Meet- 2025 Executive Compensation Adjust- Approved by |
|
|---|---|
| ing of the Re- ment Proposal. all presented |
|
| muneration members and |
|
| Committee of submitted to |
|
| the 20th Board the Board of |
|
| of Directors Directors for |
|
| held on March discussion |
|
| 4,2026 | |
| II. If the board of directors does not accept, or amends, any recommendation of the | |
| remuneration committee, specify the board meeting date, meeting session num- | |
| ber, content of the recommendation(s), the outcome of the resolution(s) of the | |
| board of directors, and the measures taken by the Company with respect to the | |
| opinions given by of the remuneration committee (e.g., if the salary/compensation | |
| approved by the board is higher than the recommendation of the remuneration committee, specify the difference(s) and the reasons): None. |
|
| III. With respect to any matter for resolution by the remuneration committee, if there | |
| is any dissenting or qualified opinion of a committee member that is on record or | |
| stated in writing, specify the remuneration committee meeting date, meeting ses- | |
| sion number, content of the motion, the opinions of all members, and the | |
| measures taken by the Company with respect to the members’ opinion: None. |
3. Duties of the Remuneration Committee:
-
(1) Establishing and periodically reviewing the performance assessment standards, annual and the policies, systems, standards, and structure for the remunerations of the directors and managerial officers of the Company.
-
(2) Establishing and periodically reviewing the remunerations of the directors and managerial officers of the Company.
4. Authorities of the Remuneration Committee:
-
(1) The Board authorizes the Remuneration Committee to review, evaluate and advise any matter within its authority.
-
(2) The Remuneration Committee may request relevant and necessary information from the Company’s directors, managers of relevant departments, internal auditors, CPAs, legal counsels or other personnel.
-
(3) The Board authorizes the Remuneration Committee to engage lawyers, CPAs or other professionals to provide necessary audits or consultations on matters related to the exercise of authorities, and the relevant expenses shall be borne by the Company (however, the relevant expenses must be discussed with the Company in advance).
49
(VI) Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Develo ment Best Practice Princi les for TWSE/TPEx Listed Com anies and the Reasons: p p p
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Does the Company establish a govern- ance framework and an exclusively (or concurrently) dedicated unit to pro- mote sustainable development, and delegate executive-level positions by the Board to handle, and the supervi- sion status of the Board? |
✓ |
1. To implement corporate governance and enhance the effectiveness of the Board of Directors, the Company has established the “Corporate Governance and Sustainable Development Committee,” which con- sists of two independent directors and the Assistant Vice President of the Planning Department. Under the Committee, a “Corporate Gov- ernance and Sustainable Development Working Group” has been formed, comprising cross-functional representatives from relevant de- partments. This Working Group is responsible for matters related to corporate governance, risk management, business integrity, corporate social responsibility, and sustainable development. The execution re- sults are reported annually to the Committee and the Board of Direc- tors. 2. The Board of Directors shall monitor and review the sustainable de- velopment related issues, and supervise the Company, in accordance with the materiality principle, to conduct risk assessments of envi- ronmental, social and corporate governance issues pertaining to com- pany operations. 3. The implementation status of the Company’s Corporate Governance and Sustainability Committee in 2025 was submitted to the 4th Meet- ing of the 20th Board of Directors on December 24, 2025. All Board members agreed with the direction and execution results of the Com- pany’s sustainability initiatives for 2025. |
No difference |
50
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| II. Does the Company, according to the materiality principle, conduct risk as- sessments of environmental, social and corporate governance issues pertaining to its operations and establish the rele- vant risk management policy or strate- gy? (Note) |
✓ |
The Company’s 18th Board of Directors resolved at the 11th meeting on December 16, 2020, to establish the “Risk Management Policies” and conduct risk assessments of environmental, social, and corporate gov- ernance issues pertaining to its operations. The organization framework and its implementation status are disclosed in the Stakeholders Section/ Corporate Governance/Risk Management of the corporate website. |
No difference |
|
| III. Environmental issue (I) Does the Company establish proper environment management systems based on the characteristics of its in- dustry? |
✓ |
1. The Company cooperates with the governmental environmental pro- tection policies, to establish the supplier management policies; not on- ly contracting a legal disposal vendors for the general and industrial garbage, for the industrial waste to be recycled as announced (such as waste tires, waste machine grease, waste lightings, waste batteries, waste iron, waste asphalt and gravel), agreements are signed with the regular disposal the legal recycle vendors. 2. Promote the establishment of an environmental management system in accordance with the requirements of the international standard of ISO14001 (Environmental Management System), obtain certification, and disclose it on the Company's website and in its annual report. 3. The Company is not required by law to pay the waste (sewage) water pollution control fee or to set up a dedicated unit or personnel for wa- ter pollution prevention. However, the Company still sets up such dedicated personnel to be responsible for water pollution prevention, equips wastewater recycling facility, and installs interceptor ditch and oil and water separation recovery facilities in maintenance plants, with a permit from the competent authority. |
No difference |
51
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Does the Company endeavor to uti- lize resources more efficiently and use renewable materials which have a low impact on the environment? (III) Does the Company assess the current and future potential risks and oppor- tunities that climate change may pre- sent and adopt countermeasures for climate related issues? (IV) Does the Company keep statistics on the greenhouse gas emissions, water consumption and total waste weight in the most recent two years, and es- tablish energy saving and carbon re- duction, greenhouse gas reduction, water consumption reduction or other waste management policies? |
✓✓✓ |
The Company strives to improving the utilization of resources and using recycled materials; for example, use of energy-efficient lighting in sta- tions and offices, remanufactured parts for vehicles, use of recycled pa- per, etc. The Company is not a manufacturer. The potential risks it faces are mainly from the economic environment and its business operation, such as changes in trade policies, oil price fluctuations, unstable transporta- tion demand, and extreme climate change, which may have a direct im- pact on the Company's operations. The Company gradually replaces its old gantry cranes, which are highly polluting due to the use of diesel fuel, and continues to move towards the goal of using clean energy pow- er. By doing so, the Company can improve environmental pollution, save energy, and reduce operating costs. The Company mainly operates container freight stations and has to use large machinery, therefore its main energy consumption items are elec- tricity and diesel. The cost of using electricity is higher than using diesel. To reduce the cost and enhance the efficiency of power usage, the Com- pany plans to gradually reduce the use of diesel and change to using electricity. To be in line with the government’s energy saving and carbon reduction policies, the Company has established the “Management Poli- cies for Energy Saving and Carbon Reduction, Greenhouse Gas Reduc- tion, Water Consumption Reduction or Other Waste”. The Company’s energy saving objectives are as follows: I. Objectives: Except for increases in electricity and diesel consumption resulting from higher operating volume, the Company shall continu- ously reduce its total electricity consumption (by at least 5,000 kWh) and diesel usage each year compared with the previous year. II. Practical measures: 1. Electricity: (1) Replace traditional lighting equipment with energy-efficient products, and gradually upgrade lighting systems in machin- ery, offices, warehouses, and lighthouses. |
No difference No difference No difference |
52
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| IV. Social issue (I) Does the Company establish relevant management policies and procedures in accordance with relevant laws and reg- ulations, and the International Bill of Human Rights? |
✓ |
(2) Install energy storage systems to reduce peak electricity demand. (3) Introduce an energy management system to continuously monitor electricity usage and promptly address any abnormalities. (4) Set computers and photocopiers to automatically enter power-saving or standby mode. (5) Expand refrigerated container power outlets to reduce the use of diesel generator sets and lower energy operating costs. 2. Diesel: (1) Gradually replace aging fuel-consuming equipment with machinery equipped with energy-efficient and environmentally certified engines, or convert fuel-powered equipment to electric-powered operating machinery. (2) Utilize automated refueling equipment to precisely control fuel consumption, and continuously analyze and review usage to proactively reduce fuel consumption. (3) Expand refrigerated container power outlets to reduce the use of diesel generator sets and lower energy operating costs. 3. Others: (1) The Company contracts licensed and government-approved vendors for the dis- posal of general waste and general industrial waste to prevent improper handling and mitigate environmental impacts. (2) The Company promotes office digitalization by adopting electronic document exchange and online approval systems to reduce paper usage through paperless operations, and introduces video conferencing to reduce carbon emissions from business travel, thereby implementing energy conservation and carbon reduction policies. Through the above measures, the Company achieves energy conservation, pollution re- duction, and environmental protection objectives. III. 2025 energy saving achievements: Disclosed in the Stakeholder Zone/Corporate Social Re- sponsibility/Energy Saving and Carbon Reduction, Greenhouse Gas Reduction, Water Reduc- tion or other waste management policies on the office website. 1. The Company formulates relevant management rules in accordance with labor relevant laws and regulations and the International Bill of Human Rights to protect employee’s legal rights and interests. Please refer to the labor-management relations section of the business overview in this annual report. 2. The Company has the “Human Rights Policies”, “Standard Operation Procedures for Employ- ee Complaints”, and “Rules for Reporting by Internal and External Personnel”, and imple- ments them accordingly. |
No difference |
53
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Does the Company establish and im- plement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and ap- propriately reflect the business per- formance or achievements in the em- ployee remuneration? |
✓ |
1. The Company stipulates the employee leave system and employee benefits in the "Work Rules" in accordance with the Labor Standards Act. 2. The Company sets up a "Human Resource Evaluation Committee" to review the salary adjustment and promotion of employees in accord- ance with the "Salary Management Rules" and the "Implementation Rules for Target Management and Performance Evaluation" of the Company; Employees with excellent performance in the year-end ap- praisal would be recommended for a salary raise or promotion. 3. According to Article 23 of the Articles of Incorporation and Article 40 of the Work Rules, if there is a profit in the annual final account, in addition to setting aside amount for tax payment, making up accumu- lated losses, dividend payments, and statutory surplus reserves, the Company shall appropriate 5% as employees’ remuneration and year- end bonus. In addition, the Company pays monthly assess- ment/incentive bonus according to its operation performance (opera- tion volume achievement rate). |
No difference |
54
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Does the Company provide employ- ees with a safe and healthy work en- vironments and organize training on safety and health for the employees on a regular basis? |
✓ |
1. Employee working environment and personal safety protection measures: (1) The Company sets up a vocational safety management unit and personnel by laws to provide employees with safe and healthy working environment. It also provides sound workplace education and training to further strengthen employee safety awareness. (2) The Company formulates the “Work Rules of China Container Terminal Corp”, “Work Rules of Labor Safety and Health”, “Rules for Reporting by Internal and External Personnel”, and “Measures of Prevention, Correction, Complaint and Punishment of Sexual Harassment” to facilitate a good working environment. (3) The Company formulates the environment, safety, and health pol- icies, complies with related laws and regulations, and enhances employees’ awareness of environment, safety, and health. It strives to control all possible hazards and reduce the risk to an ac- ceptable level. (4) The Company regularly arranges inspection of operating machin- ery, employee trips, etc., and purchases employee group insurance to provide a sound working environment. (5) The Company regularly arranges employee health checkups to en- sure employee health and medical consultation. (6) The Company regularly holds labor safety related training cours- es, such as labor safety and health lectures, fire drill, emergency response drill, and driver trainings. 2.The Company continues to maintain ISO 45001 (Occupational Health and Safety Management System) certification and, through rigorous certification audits, establishes a safe and healthy workplace. 3. In 2025, the Company recorded three occupational accidents (with no fire incidents). The number of injured employees accounted for 0.4% of the total workforce, which is lower than the industry average. The Company’s occupational safety unit analyzes and identifies the causes of such incidents based on operational procedures, and implements improvement measures—such as enhancing work methods, providing training to injured employees, and strengthening safety awareness— to prevent recurrence. |
No difference |
55
| Evaluation item | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 4. The specific implementation details are disclosed on the Company’s website under the Stakeholders Section / Corporate Social Responsi- bility / Employee Work Environment and Personal Safety Protection Measures, and were submitted to the 4th meeting of the 20th Board of Directors on December 24, 2025. |
||||
| (IV) Does the Company establish effec- tive training programs to foster ca- reer skills for the employees? |
✓ |
According to the “Work Rules”, the Company regularly or irregularly arranges internal and external on-the-job trainings driver trainings, for various professional skills, such as refresher training for locomotive drivers, machine operation training, station operations, ISO, finance and accounting, information, human resources, planning, and auditing. |
No difference | |
| (V) Does the Company follow relevant laws, regulations and international guidelinesin regard to issues ofcus- tomer health and safety and customer privacy involved in, and marketing and labeling of, its products and ser- vices; and establish relevant consum- eror customerprotection policies and complaint procedures? |
✓ |
1. The Company provides customers with container freight, storage, and handling ser- vices according to relevant laws and international regulations. 2. The Company has the “Rules for Reporting by Internal and External Personnel” to protect rights of stakeholders (including investors, em- ployees, customers, consumers and suppliers). It encourages stake- holders to report unethical or improper conduct to implement ethical corporate management and ensures legal rights and interests of the reporting party and the other party. |
No difference |
56
| Evaluation item | Operation | Operation | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (VI) Does the Company establish supplier management policies and request suppliers to comply with rules gov- erning issues such as environmental protection, occupational safety and health or labor rights? If yes, the im- plementation status? |
✓ |
1. The Company implements the selection and management of suppli- ers’ quality (Q), cost (C), delivery (D), and service (S); establishes a file of qualified vendors; select superior suppliers; and formulates supplier management policies according to its “Rules for Procure- ment”, “Management Rules for Construction and Renovation Pro- jects” and “Supplier Management Procedures”. The relevant systems, including new supplier evaluation, supplier assessment, and supplier management ensure the quality, delivery, cost, and service capability of suppliers, while also urging suppliers to value ethics, environmen- tal protection, safety and health, labor rights, and other issues to fulfill the corporate social responsibility. 2. Specific implementation status is disclosed in the Stakeholder Section/ Supplier Services on the Company’s website. |
No difference |
|
| V. Does the company refer to interna- tional reporting standards or guide- lines when preparing its sustainabil- ity report and other reports disclos- ing non-financial information? Does the company obtain third party as- surance or certification for the re- ports above? |
✓ |
1.According to the "Rules Governing the Preparation and Filing of Sus- tainability Reports by TWSE Listed Companies," the Company will prepare a sustainable report in 2025. 2.The Company’s performance of corporate social responsibility com- plies with the competent authorities and relevant laws and regulations. The Company has set up dedicated zones for stakeholders/corporate social responsibility on the website: the related information will be disclosed on the Company’s website and MOPS based on actual oper- ating conditions. |
No difference |
|
| VI. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Prin- ciples for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company’s operations: The company, in order to fulfill corporate social responsibility, has established its own "Sustainable Development Best Practice Principles" (formerly known as Corporate Social Responsibility Best Practice Principles) based on the regulations and principles of the "Sustainable Devel- opment Best Practice Principles for TWSE/TPEx Listed Companies" (previously named Corporate Social Responsibility Best Practice Princi- ples for TWSE/TPEx Listed Companies). The company will continuously implement and execute these principles with all employees. |
57
| Evaluation item | Operation | Operation | Operation | Deviations from the Sustainable Development Best Practice Princi- ples for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| VII. Other important information to facilitate better understanding of the company’s promotion of sustainable development: 1. Social Welfare: (1) Purchased 156 gift sets from the Eden Social Welfare Foundation for the Lunar New Year. (2) Purchased 150 gift sets from the Eden Social Welfare Foundation for the Mid-Autumn Festival. The Company spent (sponsored) NT$300,000 for the above-mentioned social welfare related activities. 2. Environmental protection: (1) On April 19, 2025, participated in a beach cleanup activity organized by the Fuchi Group Taichung Learning Center at Da’an Wenliao Fishing Port, with nearly 30 employees and their family members participating. (2) On November 8, 2025, held an outdoor eco-walk event along the Xizhi Riverside Trail in New Taipei City, with nearly 70 employees and their family members participating. (3) To implement energy-saving and carbon reduction policies, the Company adopted an electronic document exchange system, handling 524 incoming documents and 65 outgoing documents in 2025. |
||||
| 3. Industry-academy exchange and internship: (1) The industry-academy exchanges have been arranged; in 2022, five colleges were arranged for the intern recruitment from the departments of Mechanical Engineering, Electrical Engineering, and Marine Engineering. The Company was also invited to participate the campus in- ternship explanation sessions and recruitment events in four colleges. Students and teachers from five colleges were invited to visit the sites of internship, and the interviews were also arranged for the interns from the five colleges. (2) The industry-academy collaborative program was promoted to provide opportunities for students as interns; in 2022, one students from one college were offered the internship in the Company. (3) Among the interns during 2019 to 2022, two of them became the full-time assistant engineers and three became the full-time technicians successfully upon the completion of the internship. The Company provided the promotions and better remunerations. In addition, the Company awarded a lump-sum bonus to employees who have been employed for two years or more. (4) On August 14, 2025, the Department of Navigation and Maritime Transportation of National Taiwan Ocean University, led by Professor Chen Hsiu-Yu, visited Keelung China Container Terminal together with sister schools from South Korea, Vietnam, and Thailand, to pro- mote and strengthen academic and industry exchange and collaboration. |
Note: The materiality principle refers to the environment, social, and corporate governance issues that have material impact on the Company’s investors and other stakeholders.
58
( Ⅴ II)Climate-Related Information of TWSE/TPEx Listed Company
1.Implementation of Climate-Related Information
| Item | Implementation status |
|---|---|
| I. Describe the board of directors' and management's oversight and governance of climate-related risks and opportuni- ties. |
1. To implement corporate governance and enhance the effectiveness of the Board of Directors, the Com- pany established the “Corporate Governance and Sustainability Committee,” composed of two inde- pendent directors and the Assistant Manager of the Planning Department. Under the Committee, a Cor- porate Governance and Sustainability Task Force was formed, comprising members from relevant de- partments across the organization. This task force is responsible for matters related to corporate govern- ance, risk management, business integrity, corporate social responsibility, and sustainability, and sub- mits its annual execution results to the Committee and the Board of Directors. 2. According to the announcement of the "Sustainable Development Action Plan (2023)" by the Financial Supervisory Commission, in order to have enterprises comply with and set carbon reduction targets, listed companies are required to disclose their carbon inventory results in phases. The Board of Direc- tors shall report to the Board of Directors for control on a quarterly basis in accordance with the green- house gas inventory and verification schedule. 3. The Company will continue to pay attention to the regulations of the competent authority and important domestic and foreign issues, adjust the climate-related operational strategic plans and goals in a timely manner, and regularly track and review the implementation, while at the same time developing im- provement plans. |
| II. Describe how the identified climate risks and opportunities affect the busi- ness, strategy, and finances of the busi- ness (short, medium, and long term). |
1. Short-term (within 3 years) risks and opportunities Risk: (1) As the nuclear energy power plants are no longer in operation, the electricity generation cost of TPC will rise significantly, and it is expected that the electricity tariff will rise year by year, increasing the operating cost. (2) In response to extreme high temperatures, outdoor workers are required to strengthen heat- prevention measures, which may result in reduced working hours, increased manpower scheduling pressure, and impacts on work efficiency and scheduling flexibility. Opportunities: (1) In 2025, a “energy storage container” was installed at the Taichung Container Termi- nal and its benefits were evaluated to reduce peak electricity consumption. (2) In March 2025, the Company obtained carbon footprint verification statements for 20-foot containers and reefer container handling services at the Keelung and Tai- chung container terminals. In the third quarter of 2025, the Company formally ap- plied to the Ministry of Environment for the establishment of a Product Category Rule (CFP-PCR) for “Container Terminal Handling Services,” which serves as the basisforcalculating the carbon footprint ofterminal handling services andforsub- |
59
| Item | Implementation status |
|---|---|
| sequent application for a carbon footprint label. This initiative aims to establish a standardized carbon footprint calculation framework for the domestic container ter- minal industry, set a benchmark for terminal operations, proactively disclose carbon footprint information, align with shipping lines’ demand for supply chain carbon da- ta, enhance vessel berthing attractiveness, and strengthen the Company’s leadership in green port development. (3) The Company pays attention to and prevents heat hazards and health management issues, and improves the workplace safety and work satisfaction of employees. (4) Actively focusing on and preventing heat-related hazards and health management is- sues, the Company procures cooling and heat-stroke prevention equipment, both hardware and software, to enhance workplace safety and employee job satisfaction. 2. Medium-term (3-5 years) risks and opportunities Risks: (1) In addition to the increase in electricity price, the carbon fee targets may be expanded, in- creasing operating costs. (2) The competent authority has added more safety and health regulations for hot or cold weath- er, and there will be more inspections or enforcement actions, increasing the cost of compli- ance. Opportunities: (1) An energy management system has been implemented to continuously monitor elec- tricity usage and promptly address any abnormalities. (2) The energy management system is introduced to monitor the power consumption sta- tus and to deal with the abnormalities in a timely manner. (3) Phase out low-efficiency vehicles year by year to reduce energy consumption. 3. Long-term (5-10 years) risks and opportunities Risks: Climate change will result in the achievement of the net zero carbon emission target (by 2050), and will significantly increase the operating cost of enterprises. Opportunities: (1) set emission reduction targets based on the results of the annual organizational carbon inventory. (2) Carbon footprint is calculated to assess carbon reduction performance, with necessary improvement measures are adopted. (3) As hydrogen and other renewable energy technologies gradually mature, the Compa- ny evaluates their feasibility for adoption to strengthen its energy transition strategy. |
|
| III.Describe the financial impact of ex- treme weather events and transformative |
In response to extreme climate events—such as power shortages caused by high temperatures, sea level rise,droughts and extreme heat waves,or strongwind speeds—which maydisrupt the shippingsupply |
60
| Item | Implementation status | Implementation status | |
|---|---|---|---|
| actions. | chain and affect upstream and downstream industries as well as transportation and trade operations, there- by increasing operating costs (which may be passed on), the Company will identify material climate- related risks and opportunities through internal assessments, evaluate their potential impacts on operations, and formulate future management measures and strategies. 1. Financial Impacts of Extreme Climate Events: (1) Increased risk of operational disruption: Heavy rainfall, storms, and typhoons may cause suspension of terminal operations or damage to facilities, leading to vessel delays and inter- ruptions in loading and unloading activities. During downtime, containers may be stranded, customers may terminate leases, and penalties or losses may be incurred, resulting in in- creased unexpected expenditures. (2) Increase in facility maintenance and insurance expenses: Infrastructure (such as quay cranes and power supply systems) may be damaged by extreme weather conditions, resulting in higher maintenance and reinforcement costs. In addition, rising climate-related risks may lead to higher insurance premiums, thereby increasing annual operating expenses. (3) Increased labor risk and manpower scheduling pressure: High temperatures necessitate shorter outdoor working hours and additional cooling facilities and health management measures for employees, thereby increasing personnel and facility expenditures. 2. Financial Impacts of Transition Actions (1) Increase in carbon fees and compliance costs: The implementation of carbon fees will direct- ly affect operating costs. In addition, third-party verification of carbon emissions data and carbon footprint reporting will further increase expenses related to verification services and consultancy fees. (2) Higher capital expenditure for equipment replacement: To reduce Scope 1 emissions, diesel trucks are gradually being replaced with electric vehicles, requiring substantial capital in- vestment. While installing energy management systems and energy storage equipment can reduce long-term electricity costs, the initial investment is significant and may put pressure on cash flow. (3) Revenue opportunities: Being among the first domestic container terminals to obtain carbon footprint certification can enhance corporate image and attract shipping clients that prioritize ESG. |
||
| IV. Describe how climate risk identifica- tion, assessment, and management pro- cesses are integrated into the overall risk management system. |
The Company has established a “Risk Management Policy” to integrate the concept of climate risk into all operations and business activities. Relevant departments identify climate-related risk issues by collecting information on policies and regulations, market trends, internal objectives, and results from sustainability- themed surveys. Potential risks and opportunities are analyzed to assess their possible impact and deter- mine appropriate countermeasures. Management measures and strategies are then planned according to the nature of the risks/opportunities and their level of impact. Through regular monitoring and review of im- plementation, improvement plans are developed and submitted to the Corporate Governance and Sustaina- bility Committee and the Board of Directors to mitigate potential impacts on the Group’s operations. |
||
| V. If scenario analysis is used to assess resilience to climate change risks, the sce- |
The Company refers to the Sixth Assessment Report published by the IPCC and evaluates the potential impacts of extreme climate events on operations based on the Shared Socioeconomic Pathways(SSP), |
61
| Item | Implementation status | Implementation status | |
|---|---|---|---|
| narios,parameters,assumptions,analysis factors and major financial impacts used should be described. |
including the low-emission scenario (SSP1-2.6) and the very high-emission scenario (SSP5-8.5). These scenarios serve as the basis for our assessment of climate-related risks and opportunities. Please refer to the table below: Type Warming Scenario Risk / Oppor- tunity Category Specific Sce- nario Potential Impact Response Measures (Strategies) Monitoring Indica- tors Physical Risk SSP5-8.5 (High-Emission Scenario )Extreme Cli- mate Event Increased fre- quency and intensity of heavy rainfall and typhoons Disruption of con- tainer terminal loading/unloading, operational de- lays, cargo dam- age (1) Collabo- rate with the Port Authority and other pub- lic agencies to enhance equipment wind re- sistance. (2) Coordinate with the Port Authority and other public agencies to establish wind-speed thresholds for halting opera- tions. (3) Establish a risk forecast- ing and sched- uling mecha- nism. (1) Hours of work stoppage due to climate factors (2) Load- ing/unloading inci- dents caused by climate factors (loss per incident exceed- ing TWD 1 million) (3) Insurance claim amounts (loss per incident exceeding TWD 1 million) SSP5-8.5 (High-Emission Scenario )High Tempera- ture and Heat- waves Rapid In- crease in Number of High- Temperature Increased Risk of Heat Stress for Workers and De- creased Opera- tional Efficiency (1) Establish guidelines for preventing heat hazards for outdoor (1) Number of ma- jor occupational accidents caused by heat hazards. (2) Number of pro- |
62
| Item | Implementation status | Implementation status | |
|---|---|---|---|
| Days workers dur- ing high- temperature conditions. (2) Provide cooling equipment. (3) Improve rest areas and adjust work schedules. motional/training sessions related to heat hazard preven- tion. SSP5-8.5 (High-Emission Scenario )Sea Level Rise Increased Flooding Risk for Port Ter- minal Facili- ties Damage to Port Infrastructure and Operational Dis- ruptions (1) Coordinate with the port authority to reinforce ter- minal founda- tions and drainage facil- ities. (2) Coordinate with the port authority to conduct sea level simula- tions and cli- mate-resilient design for port areas. (3) Collabo- rate with in- surance pro- viders to de- velop climate risk-specific coverage. (1) Annual work stoppage hours due to extreme climate events. (2) Flooding Inci- dents and Insurance Claim Amounts. |
63
| Item | Implementation status | Implementation status | |
|---|---|---|---|
Transition Risk SSP1-2.6 (Low-Emission Scenario )Expansion of Carbon Pricing and Emission Restrictions. International shipping companies and cargo owners re- quire trans- parency in carbon foot- print and commitments to emission reduction. Increased carbon pricing costs and risk of cargo loss. (1) Implement an organiza- tional carbon inventory sys- tem. (2) Establish an internal carbon pricing mechanism to reflect costs. (1) Annual total carbon emissions (Scope 1 and 2) (2) Energy con- sumption per unit of cargo (Carbon emis- sions per TEU) SSP1-2.6 (Low-Emission Scenario )Rising electrici- ty prices and renewable en- ergy require- ments. Rising Taiwan Power Com- pany costs driving elec- tricity price adjustments. Rising electricity and fuel costs, and failure to reduce carbon emissions, will increase pen- alty risks. (1) Implement energy- efficient vehi- cles and elec- tric tractors. (2) Promote energy storage facilities, green elec- tricity pro- curement, and introduce Power Pur- chase Agree- ments (PPAs) for renewable energy (1) Monthly propor- tion of electricity consumption ex- ceeding contracted capacity at each sta- tion (Wudu, Kee- lung, and Taichung) (2) Coverage of En- ergy Management System across oper- ational sites. SSP1-2.6 (Low-Emission Scenario )Tighter regula- tions and more frequent labor inspections. Increased la- bor inspec- tions due to heat-related hazards. Risk of regulatory non-compliance and brand reputa- tion damage. (1) Develop a guidance manual for preventing heat-related hazards for outdoor work- ers in high- temperature conditions. (1) Number of heat- hazard non- compliance cases issued during labor inspections. |
64
| Item | Implementation status | Implementation status | |
|---|---|---|---|
| (2) Include heat-hazard prevention measures in internal audit activities. Climate Op- portunities SSP1-2.6 (Low-Emission Scenario )Green Trans- portation and Terminal Trans- formation. Acceleration of Global Low-Carbon Transportation Transition Trends. Attract ESG- Oriented Custom- ers and Shipping Partners for Col- laboration. Promote Elec- trification of Terminal Ve- hicles and Re- duce Port Emissions (1) Promote Electri- fication of Terminal Vehicles. (2) Number of Green Supply Chain Collaborations. SSP1-2.6 (Low-Emission Scenario )Carbon Man- agement and Standardization. Establish Car- bon Footprint Calculation Standards and Become an Industry Leader. Enhance Brand Value and Incen- tivize Shipping Partners. Plan to Apply to the Envi- ronmental De- partment for Terminal Handling Op- erations PCR- CFP and Es- tablish Benchmark Cases. (1) Terminal Han- dling Volume. (2) Promotion to Customers. SSP1-2.6 (Low-Emission Scenario )Employee Health and ESG Governance. Employee Well-being and Corporate Social Re- sponsibility as Core Indica- tors. Enhance Employ- ee Loyalty and Corporate Trust Continue In- vestment in Heat Hazard Protection and Regular Health Check- ups for On- the-Job Em- ployees. (1) Employee Health Checkup Participation Rate. (2) Employee Turn- over Rate. Note: The Group’s main businesses are terminal handling and container yard storage and handling. The scope of the climate risk assessment covers China Container Terminal Corporation only and does not include sub- sidiaries Zhongyou Shipping, Zhongcui Investment, and Mingyang Investment. |
65
| Item | Implementation status |
|---|---|
| VI. If there is a transition plan for manag- ing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. |
1. Carbon Management and Data Disclosure Plan: In the short term, the Group (including consolidated subsidiaries) has completed an organizational carbon inventory and obtained third-party verification. The plan is to formally apply to the competent authority for Product Category Rules (PCR-CFP) for carbon footprint certification in 2026. 2. Infrastructure Reinforcement Plan: In the short term, implement high-temperature climate response measures, such as installing cooling shelters, mobile cooling stations, and providing on-site employees with sun protection and heat-prevention equipment. 3. Energy management and transformation plan: In the medium term, the Company will introduce an en- ergy management system and energy storage facilities to achieve peak shaving and load shifting for electricity cost savings, while establishing comprehensive power monitoring systems. At the same time, the Company will promote equipment electrification by procuring electric tractors and replacing low- efficiency vehicles and machinery. In the long term, the Company will transition toward AI-driven digi- tal management to forecast and reduce energy consumption, evaluate the adoption of renewable or clean energy, and assess the feasibility of achieving partial carbon neutrality in specific operational areas. |
| VII. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
The Company has not yet used internal carbon pricing as a planning tool. In the future, the Company will make assessments based on the Company's development needs and the impact of climate change. |
| VIII. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be speci- fied. If carbon credits or renewable energy certificates(RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be speci- fied. |
1. Starting from 2024, the Company plans to introduce the ISO14064-1 greenhouse gas emission invento- ry and ISO14067 carbon footprint certification, and will look for possible reduction opportunities de- pending on the greenhouse gas inventory results, and formulate greenhouse gas management goals. 2. The Company has not yet used carbon offset or renewable energy certificate carbon swap or renewable energy certificate. |
| IX. Greenhouse gas inventory and assur- ance status and reduction targets, strate- gy, and concrete action plan (separately fill out in points 1-1 and 1-2 below). |
1.The Company has completed its 2023 organizational carbon inventory in 2024 and obtained third party verification. This is to be performed annually. 2. The Company will confirm the emission hot spots based on the carbon inventory results, and adopt nec- essary improvement measures, such as replacing old vehicles, introducing electric tugs each year, and setting up energy storage and energy management systems. |
66
1-1 Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years : not applicable. 1-1-1 Greenhouse Gas Inventory Information :
| Year | Direct emissions (Scope 1) |
Intensity(Note 1) | Indirect emissions (Scope 2) |
Intensity(Note 1) | Total emissions | Intensity(Note 1) | Inventory scope (Note 2) |
|---|---|---|---|---|---|---|---|
| 2024 | 4,250.86 tCO2 | 1.29 | 8,406.84 tCO2 | 2.56 | 16,465.42 tCO2 | 5.01 | CCTC Group (Sub- sidiary of CCTC) |
| 2025 | 2,203.64 tCO2 | 0.65 | 8,332.02 tCO2 | 2.47 | 15,976.47 | 4.74 | CCTC Group (Sub- sidiary of CCTC) |
Note 1: The intensity of GHG emissions is calculated as emissions (MtCO2e)/operating income (NT$ million). Note 2: The organizational-level temperature survey for 2025 is still in progress, and no data is available at this time.
1-1-2 Greenhouse Gas Assurance Information :
| Year | Assurance status | Assurance institution |
|---|---|---|
| 2024 | Obtained a verification statement in accordance with the ISO 14064-1:2018 verification standard. |
The Taiwan Accreditation Founda- tion(TAF) |
| 2025 | Preparation is underway for third-party verification bythe Taiwan Accreditation Foundation(TAF). |
The Taiwan Accreditation Founda- tion(TAF) |
1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan :
-
(1) The Company and its subsidiaries conduct organizational-level greenhouse gas (GHG) emissions assessments annually and disclose the related information.
-
(2) The Company will identify emission hotspots based on the carbon inventory results and implement necessary improvement measures, such as replacing aging vehicles and equipment, gradually introducing electric tractors, and installing energy storage and management systems..
67
(Ⅷ)Ethical Corporate Management – Implementation Status and Deviations from Ethical Corporate Management Best Practice Princi les for TWSE/TPEx Listed Com anies and the Reasons: p p
| Evaluation item | Operation | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Ethical management policies and measures (I) Does the Company clearly specify ethical corporate management poli- cies, guidelines and the commitments of the board of directors and man- agement team to implement the poli- cies in its guide lines and external documents? (II) Does the Company establish relevant risk evaluation mechanism and peri- odically analyze and evaluate the op- erating activities with higher possibil- ity of unethical conduct within opera- tion scope, and set up unethical con- duct prevention act accordingly and at least include the prevention measures in Article 7 section 2 of “Ethical Cor- porate Management Best Practice Principles for TWSE/GTSM Listed Companies”? |
✓✓ |
The Company’s 16th Board of Directors has resolved in the 10th meet- ing on November 10, 2015, to establish the “Ethical Corporate Man- agement Best Practice Principles” which has also been disclosed on the MOPS and the Company’s website (http://www.cctcorp.com.tw). The Company’s senior management and Board members all uphold the concept of ethic to take responsibility for supervision to establish a sus- tainable business environment. 1. The Company has formulated the “Code of Ethical Conduct” and “Points to Prevent Unethical Conducts” to stipulate that Directors, Supervisors, managers and other employees may not directly or indi- rectly accept any gift, special treatment, or other improper benefits. The Company has established principles and systems to prevent pos- sible unethical behaviors. In addition, it is stated in the policies that the ethical management should be included in employee performance evaluation and education and training documents. Relevant rewards, punishments, and reporting systems are handled per the Company's "Work Rules" and "Standard Operation Procedures for Employee Complaints". The Company shall dismiss or terminate the employ- ment of any employee of the Company who commits a material breach of ethical conducts in accordance with the relevant laws and regulations or in accordance with the Company's Work Rules. 2. The Company also has the “Rules for Reporting by Internal and Ex- ternal Personnel” which encourages internal and external personnel to report unethical or improper conduct to facilitate ethical corporate management and protect the legal rights and interests of the reporting and the reported party. |
No difference No difference |
68
| Evaluation item | Operation | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Does the Company explicitly set up operation procedures, conduct guide- line, disciplinary rules for violations and reporting system in the unethical conduct prevention act, and imple- ment and periodically review and amend the act as mentioned? |
✓ |
To prevent unethical conduct, the Company has established a whistle- blower system through its “Points to Prevent Unethical Conducts” and “Rules for Reporting by Internal and External Personnel”, and reduces the risk of various unethical conduct through the internal control system and regular audits. |
No difference |
|
| II. Ethical management implementation (I) Does the Company assess ethical rec- ords of business counterparties and include business conduct and ethics related clauses in the business con- tracts? (II) Does the Company set up dedicated unit under the Board of Directors in charge of promotion of the ethical corporate management and report the implementation and supervision to the Board of Directors periodically (once a year)? |
✓✓ |
Implemented in accordance with to the Company’s “Business Manage- ment Rules”, “Rules for Procurement”, and “Operation Procedures for Supplier Management”. 1. To strengthen corporate governance and enhance the effectiveness of the Board of Directors, the Company has established the “Corporate Governance and Sustainability Committee,” composed of two inde- pendent directors and the Assistant General Manager of the Planning Department. Under the Committee, a cross-departmental Corporate Governance and Sustainability Task Force is formed, comprising rel- evant units. This Task Force is responsible for corporate governance, risk management, business integrity, corporate social responsibility, and sustainability-related matters, and reports its annual performance to the Committee and the Board of Directors. 2. The Company’s 2025 corporate governance implementation status was reported to the 20th Board of Directors’ 4th meeting on Decem- ber 24, 2025. |
No difference No difference |
|
| (III) Does the Company establish policies to prevent conflicts of interest, provides appropriate communica- tion channels and implement the policies? |
✓ |
1. The Company has stipulated conflict of interest prevention clauses in its “Code of Ethical Conduct” to give staffs a complete guidelines. 2. If a person presents at a Board meeting and has a conflict of interest with a proposal, he/she shall conduct it in accordance with the regulation |
No difference |
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| Evaluation item | Operation | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| of avoiding conflict of interest by Directors in Article 16 of the Compa- ny’s “Regulations Governing Procedure for Board of Directors Meet- ings”. |
||||
| (IV) Does the Company establish effec- tive accounting systems and internal control systems for the implementa- tion of policies, and the internal au- dit units forms relevant audit plan based on the risk evaluation result of unethical conduct to audit the im- plementation situation of unethical conduct prevention or mandate the external auditor to audit the matter? |
✓ |
The Company has establish effective accounting system and internal control system. In addition to appointing a CPA for attestation, internal auditors would also evaluate to include high risk operations into the an- nual audit plan, submit the audit results as an audit report to the Inde- pendent Directors and Supervisors for review on a regular basis, and to attend the Board meeting to report; Besides, every department has to perform a self-evaluation of the internal control system to ensure the ef- fectiveness of the design and implementation of the system. |
No difference |
|
| (V) Does the Company periodically pro- vide internal or external training courses of ethics corporate manage- ment? |
✓ |
The Company has established a “Code of Business Integrity” and “Guidelines for Preventing Unethical Conduct.” In addition to being dis- closed in the Stakeholders section of the Company’s website, these doc- uments are also available on the internal document management system for staff reference and compliance. New employees receive training up- on onboarding, and in 2025, the Company conducted 85 training ses- sions for new hires and internal staff. Furthermore, all relevant personnel participated in regulatory-mandated training on preventing insider trad- ing in accordance with requirements. |
No difference |
|
| III. Reporting system and its implementa- tion (I) Does the Company set up specific reporting and reward system, conven- ient reporting channel and assign ap- propriate and dedicated personnel for the reported party? (II) Does the Company establish standard operation procedures for the investi- gation, following measures, and con- fidentiality mechanism? |
✓✓ |
The Company has established specific procedures, reporting channels, and reward mechanisms in the “Internal and External Whistleblowing Handling Guidelines.” The website discloses the responsible levels for handling different types of reports, as well as independent whistleblow- ing email addresses and hotlines for internal and external use. In 2025, no significant internal or external whistleblowing cases occurred. According to Article 5 and 8 of the Company’s “Rules for Reporting by Internal and External Personnel”, the acceptance, investigation process and result of a reported case shall be documented and safekept. The re- porter’s identity and the reported content shall be kept in confidential. If, after investigation, a report case involves Directors , senior management, |
No difference No difference |
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| Evaluation item | Operation | Operation | Operation | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III)Does the Company adopt protec- tion measures of unfair treatment for whistle blowers? |
✓ |
or a material misconduct or likelihood of material impairment to the Company, the dedicated personnel or unit shall immediately prepare a report and notify the Independent Directors or Supervisors and report to the Board when necessary: There was no such case in 2025. According to Article 6 of the Company’s “Rules for Reporting by Inter- nal and External Personnel”, the identity of the reporter and the content reported shall be kept in confidential and the reporter shall not receive improper treatment as a result of the report. |
No difference |
|
| IV. Enhancing information disclosure (I) Does the Company disclose the con- tent and the implementation status of the Ethical Corporate Management Principles on the Company’s website and MOPS? |
✓ |
The Company’s 16th Board of Directors has resolved in the 10th meet- ing on November 10, 2015, to establish the “Ethical Corporate Man- agement Best Practice Principles” and has also disclosed on the MOPS and the Company’s website ethical management related information. |
No difference | |
| V. If the Company has adopted its own Ethical Corporate Management Best Practice Principles based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, please describe any deviation from the principles in the Company’s operations: No dif- ference |
||||
| VI. Other important information to facilitate better understanding of the company's Ethical Corporate Management: (e.g. discussions in how the company can further revise its ethical corporate management principles) For more information about the Company's ethical management and sustainable management philosophy and requirements, please refer to the Com- pany's website (http://www.cctcorp.com.tw). |
(Ⅸ) Other significant information that will provide a better understanding of the state of the company’s implementation of corporate governance may also be disclosed: (refer to the next page)
71
Continuing education of the directors and supervisors:
| Job title | Name | Date of course | Date of course | Sponsor | Name of course | Hours of continuing education |
|---|---|---|---|---|---|---|
| From | To | |||||
| Chairman | Lin, Hong-Nain | 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 | |||||
| Director | Lin, Hong-Ying | 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 | |||||
| Director | Lin, Chun-Lin | 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 | |||||
| Director | Wu, Ching-Chang | 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 | |||||
| Director | Lin, Ya-Ying | 2025/09/26 | 2025/09/26 | Securities and Futures Institute |
2025 Insider Trading Pre- vention Awareness Seminar |
3.0 |
| 2025/10/15 | 2025/10/15 | Financial Su- pervisory Commission Republic of China(Taiwan) |
2025 Taiwan Week IR & Engagement New Trends: ESG and Sustainable In- vestment Forum |
3.0 | ||
| 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
||
| 2025/11/12 | 2025/11/12 | Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 |
72
| Director | Hsu, Guang-Da | 2025/04/24 | 2025/04/24 | Chinese Finance Development Association (Legal Entity Association) |
Trump 2.0: Disrupting the Global Economic Order – Discussion on Impacts and Response Strategies |
3.0 |
|---|---|---|---|---|---|---|
| 2025/09/01 | 2025/09/01 | Taipei Founda- tion Of Finance |
Corporate Governance – Sustainable Finance |
3.0 | ||
| Director | Lin, Tzu-Jay | 2025/08/26 | 2025/08/26 | Accounting Re- search and De- velopment Foundation |
2025 ESG Summit Profes- sional Training Course |
6.0 |
| Director | Lin, Wen-Bo | 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 | |||||
| Independent director |
Lee, Yueh-Lin | 2025/10/03 | 2025/10/03 | Taiwan Acade- my of Banking and Finance |
Corporate Governance Fo- rum |
3.0 |
| 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
||
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 | |||||
| 2025/11/21 | 2025/11/21 | Securities and Futures Institute |
2025 Internal Personnel Equity Trading Legal Com- pliance Awareness Seminar |
3.0 | ||
| Independent | ZiCh | |||||
| CDP Alignment with IFRS | ||||||
| Taiwan Stock | ||||||
| 2025/08/11 | 2025/08/11 | S2: Issues Analysis Aware- |
6.0 | |||
| Exchange | ||||||
| ness Course | ||||||
director |
Wang, -eng | |||||
| Taiwan Acade- | ||||||
| Corporate Governance Fo- | ||||||
| 2025/10/03 | 2025/10/03 | my of Banking | 3.0 | |||
| rum | ||||||
| and Finance | ||||||
| Independent director |
Hsieh, Chi-Chien | 2025/11/12 | 2025/11/12 | Securities and Futures Institute |
Analysis of Directors’ Fi- duciary Governance and the Effectiveness of the Internal Control System. |
3.0 |
| Discussion on Green and Transition Finance Action Plans, Sustainability Blue- print, and Directors’ Re- sponsibilities. |
3.0 |
Note: The continuing education of the Company’s directors and supervisors complies with the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.”
73
(IX)Implementation of the internal control system:
- A Statement on Internal Control
China Container Terminal Corp
Internal Control Statement
Date: March 4, 2025
The Company hereby declares that, based on its self-assessment, the internal control system for the fiscal year 2025 has been established as follows.:
-
I. The Company acknowledges that the establishment, implementation, and maintenance of the internal control system is the responsibility of the Board of Directors and management. The Company has duly established such a system. Its purpose is to provide reasonable assurance regarding the achievement of objectives related to operational effectiveness and efficiency (including profitability, performance, and safeguarding of assets), reliability, timeliness, and transparency of reporting, as well as compliance with applicable regulations and laws.
-
II. The internal control system has inherent limitations. Regardless of how well it is designed, an effective internal control system can provide only reasonable assurance regarding the achievement of the aforementioned objectives. Furthermore, due to changes in the environment and circumstances, the effectiveness of the internal control system may vary over time. Nevertheless, the Company’s internal control system includes a self-monitoring mechanism, and once any deficiency is identified, the Company takes corrective action accordingly.
-
III. The Company assesses the design and operation effectiveness of its internal control system based on the criteria for evaluating the effectiveness of internal control systems as set forth in the “Guidelines for Establishing Internal Control Systems by Public Companies” (hereinafter referred to as the “Guidelines”). The criteria adopted in the Guidelines are based on the process of management control and divide the internal control system into five components: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component further includes several elements. For details of the elements, please refer to the provisions of the Guidelines.
-
IV. The Company has adopted the internal control assessment criteria described above to evaluate the design and operational effectiveness of its internal control system.
-
V. Based on the results of the aforementioned evaluation, the Company believes that, as of December 31, 2025, its internal control system—including the supervision and management of subsidiaries—is effective in both design and operation. This system reasonably ensures the achievement of objectives related to operational effectiveness and efficiency, the reliability, timeliness, and transparency of reporting, and compliance with applicable regulations and laws.
-
VI. This statement will form a key part of the Company’s annual report and prospectus and will be publicly disclosed. Any false or concealed information in the disclosed content may result in legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. This statement has been approved by the Company’s Board of Directors on March 4, 2026. All eleven directors in attendance voted in favor of the statement, with none opposing. This declaration is hereby issued.
China Container Terminal Corp
Chairman : Signature
General Manager : Signature
74
-
Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report: none.
-
(X) Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
-
Key resolutions and implementation status of the 2025 Annual General Shareholders’ Meeting:
Date |
Session |
Content of resolution |
|---|---|---|
| February 26, 2025 16th Meet- ing of the 19th Board of Direc- tors |
Board of Directors’ meeting |
I. Proposal on salary adjustment for managers for fiscal year 2025. II. Proposal on the distribution of employee compensation and directors’ remuneration for fiscal year 2024. III. Approval of the financial statements and business report for fiscal year 2024. IV. Proposal on the earnings distribution for fiscal year 2024. V. Proposal on the cash dividend distribution for fiscal year 2024. VI. Declaration of the internal control system for fiscal year 2024. VII. Proposal on amendments to the Company’s Articles of Incorporation. VIII. Proposal on defining the scope of entry-level employees. IX. Proposal on amendments to the Company’s Organizational Regulations. X. Election of the 20th Board of Directors (including independent directors). XI. Approval of the list of candidates nominated by the Board of Directors for directors (in- cluding independent directors). XII. Proposal to convene the Company’s 2025 Annual General Shareholders’ Meeting. XIII–XIV. Approval of arrangements (renewals) for various credit facilities with financial insti- tutions. |
| April 24, 2025 17th Meeting of the 19th Board of Directors |
Board of Directors’ meeting |
I. Proposal to early terminate the lease agreement for the Company’s office premises located at 8F-1, Nanjing East Road, Taipei City. II. Appointment of directors and supervisors to serve in the Company’s investee companies. |
| May 8, 2025 18th Meeting of the 19th Board of Directors |
Board of Directors’ meeting |
I. Approval of the Company’s consolidated financial report for the first quarter of fiscal year 2025. II–X. Approval of arrangements (renewals) for various credit facilities with financial institu- tions. |
| May 29, 2025 1st Extraordinary Meeting of the 20th Board of Directors |
Board of Directors’ meeting |
Approval of the election of the Chairman of the 20th Board of Directors. |
| July 15, 2025 1st Meeting of the 20th Board of Directors |
Board of Directors’ meeting |
I. Approval of the appointment of members to the Company’s Compensation Committee. II. Approval of the appointment of members to the Company’s Corporate Governance and Sustainability Committee. |
75
| Date | Session | Content of resolution |
|---|---|---|
| August 7, 2025 2nd Meeting of the 20th Board of Directors |
Board of Directors’ meeting |
I. Approval of the Company’s consolidated financial report for the second quarter of fiscal year 2025. II. Proposal to purchase one additional quay crane. III. Approval of the Company’s 2024 Sustainability Report. IV. Proposal to distribute incentive bonuses to managers. V. Proposal on personnel promotions within the Company. VI. Appointment and dismissal of the Company’s President (General Man- ager). |
| November 12, 2025 3rd Meeting of the 20th Board of Direc- tors |
Board of Directors’ meeting |
I. Approval of the Company’s consolidated financial report for the third quarter of fiscal year 2025. II. Approval of the periodic assessment of the independence and qualifica- tion suitability of the external auditors. III. Approval of amendments and additions to the Company’s “Internal Control System” and “Internal Audit Implementation Rules.” IV. Approval of the acquisition of eight parcels of national land (including Land No. 839, Baozhang Section, Xizhi District, New Taipei City) from the National Property Administration, Ministry of Finance. V–X. Approval of arrangements (renewals) for various credit facilities with financial institutions. |
| December 24, 2025 4th Meeting of the 20th Board of Direc- tors |
Board of Directors’ meeting |
I. Proposal on distribution of year-end bonuses for managers for fiscal year 2025. II. Proposal on the distribution of incentive bonuses for managers. III. Proposal on the distribution of managerial duty and project allowances. IV. Appointment and dismissal of the Vice President of the Kaohsiung Branch. V. Appointment and dismissal of managerial personnel of the Kaohsiung Branch. VI. Appointment of directors and managerial personnel for investee subsid- iaries. VII. Proposal to lift non-compete restrictions for managers. VIII. Company’s operational plan for fiscal year 2026. IX. Internal audit plan for fiscal year 2026. X. Proposal on authorization for Board members to review and sign internal audit reports. XI. Approval of arrangements (renewals) for various credit facilities with financial institutions. |
| March 4, 2026 5th Meeting of the 20th Board of Directors |
Board of Directors’ meeting |
I. Proposal on salary adjustment for managers for fiscal year 2026. II. Proposal on the distribution of employee compensation and directors’ remuneration for fiscal year 2025. III. Approval of the financial statements and business report for fiscal year 2025. IV. Proposal on the earnings distribution for fiscal year 2025. V. Proposal on the cash dividend distribution for fiscal year 2025. VI. Declaration of the internal control system for fiscal year 2025. VII. Proposal on defining the scope of entry-level employees. VIII. Proposal to convene the Company’s 2026 Annual General Sharehold- ers’ Meeting. IX. Proposal to apply for letter of credit facilities and medium-term loan fa- cilities with CTBC Bank Co., Ltd.. X. Proposal to acquire right-of-use assets of real estate from a relatedparty. |
76
- (Ⅻ) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: none.
IV. Information on CPA (External Auditor) Professional Fees:
| Unit: NT$ Thousands Audit feesNon- audit feesTotal Remarks 2,440 120 2,560 |
Unit: NT$ Thousands Audit feesNon- audit feesTotal Remarks 2,440 120 2,560 |
Unit: NT$ Thousands Audit feesNon- audit feesTotal Remarks 2,440 120 2,560 |
Unit: NT$ Thousands Audit feesNon- audit feesTotal Remarks 2,440 120 2,560 |
|||
|---|---|---|---|---|---|---|
| Name of accounting firm |
Name of CPA | Period covered by the CPA audit |
Audit fees | Non- audit fees |
Total | Remarks |
| PwC Taiwan | Juan Lu,Man-Yu | 2025/1/1 to 2025/12/31 |
2,440 | 120 | 2,560 | |
| Lin,Ya-Hui |
-
Non-audit fees paid to the certifying CPA, the CPA’s affiliated accounting firm, and its related parties exceeding one-fourth of the audit fees amounted to NT$60 thousand for the review of the checklist of salary information of full-time employees not in managerial positions, and NT$60 thousand for advisory services on financial statement preparation.
-
The accounting firm is changed and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change: None.
-
The audit fees paid for the current financial year are lower than those paid for the immediately preceding financial year by 10 percent or more: None.
V. Information on replacement of certified public accountant:
(I) Regarding the former certified public accountant
| (I)Regardingthe former | certifiedpublic accountant | certifiedpublic accountant | certifiedpublic accountant | certifiedpublic accountant | certifiedpublic accountant |
|---|---|---|---|---|---|
| Date of replacement | Approved at the 6th meeting of the 19th Board of Directors on May 10, 2023. |
||||
| Reason for replacement and ex- planation |
In line with the internal organizational adjustment of PwC Taiwan, effective from the audit of the 2023 Q1 financial statements, the attesting CPAs have been changed from CPA Juan Lu, Man-Yu and CPA Feng, Min-Chuan to CPA Juan Lu, Man-Yu and CPA Lin, Ya-Hui, as approved by a resolution of the Board of Directors. |
||||
| Describe whether the Company terminated or the CPAs termi- nated or did not accept the en- gagement |
Parties Status |
Certified Public Accountant |
Appointing Party |
||
| Terminate the appointment voluntarily |
Not applicable. | Not applicable. | |||
| Do not accept (continued) appointment |
Not applicable. | Not applicable. | |||
| If the CPAs issued an audit re- port expressing any opinion oth- er than an unqualified opinion during the 2 most recent years, specify the opinion and the rea- sons |
None | ||||
| Disagreement with the Company | Presence of | Accounting principles orpractices | |||
| Disclosure of financial reports | |||||
| Audit scope or steps | |||||
| Others | |||||
| None | ✓ |
77
| Description | |
|---|---|
| Other disclosures (Any matters required to be dis- closed under sub-items d to g of Article 10.6.A, the Regulations Governing Information to be Published in Annual Reports of Public Companies) |
None |
78
(II) Information Regarding the Successor CPAs
| Name of accounting firm | PwC Taiwan |
|---|---|
| Name of CPA | Juan Lu, Man-Yu, Ya-Hui Lin |
| Date of engagement | Approved at the 6th meeting of the 19th Board of Direc- tors on May 10, 2023. |
| Subjects discussed and results of any consulta- tion with the CPAs prior to the engagement, re- garding the accounting treatment of or applica- tion of accounting prin- ciples to any specified transaction, or the type of audit opinion that might be issued on the compa- ny’s financial report |
None |
| Successor CPAs’ written opinion regarding the matters of disagreement between the Company and the former CPAs |
None |
-
(III) The reply letter from the former CPA regarding the Company’s disclosures regarding the matters under Article 10.6.A and 10.6.B(c) of the Regulations Governing Information to be Published in Annual Reports of Public Companies: None.
-
VI. Where the company ’ s chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed: None.
79
-
VII. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
-
(I) Changes in Shareholding of Directors, Supervisors, Managerial Officers, and Major Shareholders
Unit: Share
| (I) | Changes in Shareholding of and Major Shareholders |
Directors, Supervisors, | Directors, Supervisors, | Managerial Officers, Unit:Share |
Managerial Officers, Unit:Share |
|---|---|---|---|---|---|
| Job title | Name | 2025 | Current Year as of March 31 |
||
| No. of shares held in- creased (de- creased) |
No. of shares pledged in- creased (de- creased) |
No. of shares held increased (de- creased) |
No. of shares pledged in- creased (de- creased) |
||
| Chairman | Datong Express Co., Ltd. Representative: Lin, Hong-Nian |
0 |
0 |
0 |
0 |
| Director | Datong Express Co., Ltd. Representative: Lin, Chun-Ling |
||||
| Shareholder with 10% or more share- holdings |
Datong Express Co., Ltd. |
||||
| Director | Ta Tong Marine Co., Ltd. Representative: Wu, Ching-Chuan |
0 |
0 |
0 |
0 |
| Director | Ta Tong Marine Co., Ltd. Representative: Lin, Tzu-Jay |
||||
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd. Representative: Lin, Hong-Ying |
0 |
0 |
0 |
0 |
| Director | Ben Yuan Rail Forwarding & Transportation Co., Ltd. Representative: Lin, Wen-Bor |
||||
| Director | Mo Hsin Investment Ltd. Representative: Hsu, Kuang-Da (Note.1) |
0 |
0 |
0 |
0 |
| Director (Remark) |
Shinway Investment Co., Ltd. Representative:Lin, Ya-Ying (Note.2) (Date of Appointment:2025/05/29) |
0 |
0 |
0 |
0 |
| Independent director |
Wang, Zi-Cheng |
0 | 0 | 0 | 0 |
| Independent director |
Hsieh, Chi-Chien |
0 | 0 | 0 | 0 |
| Independent director |
Lee, Yueh-Lin (Date of Appointment:2025/05/29) |
0 |
0 |
0 |
0 |
| President | Huang, Kuo-Liang (Date of Appointment:2025/09/01) |
0 |
0 |
0 |
0 |
| Vice President |
Kuo, Ting-Hu | 0 |
0 |
0 |
0 |
80
| Job title | Name | 2025 | 2025 | Current Year as of March 31 |
Current Year as of March 31 |
|---|---|---|---|---|---|
| No. of shares held in- creased (de- creased) |
No. of shares pledged in- creased (de- creased) |
No. of shares held increased (de- creased) |
No. of shares pledged in- creased (de- creased) |
||
| Vice President |
Chu, Lung-Hsing | 0 |
0 |
0 |
0 |
| Vice President |
Chiang, Liang-Ping (Date of Appointment:2025/09/01) |
0 |
0 |
0 |
0 |
| Vice President |
Chiang, Sheng-Chien (Date of Appointment:2026/01/01) |
0 |
0 |
0 |
0 |
| Deputy General Manager / Chief Fi- nancial Of- ficer / Spokesper- son |
Chen, Zheng-Hong | 0 |
0 |
0 |
0 |
| Senior As- sistant Vice President |
Yen, Kuang-Wu | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Hsu, Chih-Hao | 0 |
0 |
0 |
0 |
| Assistant Vice President |
An, Tai-Chuan | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Kao, Tung-Chou | 10,000 |
0 |
0 |
0 |
| Assistant Vice President |
Chou, Chiang-Kuo | 0 |
0 |
0 |
0 |
| Assistant Vice President |
Wu, Chi-Hung | 9,999 |
0 |
0 |
0 |
| Assistant Vice President |
Li, Yi-Chang (Date of Appointment:2025/09/30) |
0 |
0 |
0 |
0 |
| Assistant Vice President |
Tsai, Chia-Chien (Date of Appointment:2025/09/30) |
0 |
0 |
0 |
0 |
| Head of Audit |
Liao, Hui-Hsiang | 0 |
0 |
0 |
0 |
| Corporate Governance Officer |
Huang, Szu-Ying | 0 |
0 |
0 |
0 |
| Independent director |
Liao, Pei-An (Date of Removal:2025/05/29) |
0 |
0 |
0 |
0 |
| President | Wu, Ching-Chuan (Date of Removal:2025/09/01) |
0 |
0 |
0 |
0 |
| Executive Deputy General Manager |
Lin, Ya-Ying (Date of Removal:2025/08/31) |
0 |
0 |
0 |
0 |
81
| Job title | Name | 2025 | 2025 | Current Year as of March 31 |
Current Year as of March 31 |
|---|---|---|---|---|---|
| No. of shares held in- creased (de- creased) |
No. of shares pledged in- creased (de- creased) |
No. of shares held increased (de- creased) |
No. of shares pledged in- creased (de- creased) |
||
| Vice President |
Lin, Yung-Tai (Date of Removal:2025/12/31) |
0 |
0 |
0 |
0 |
| Sharehold- ers holding more than 10% of the shares |
Hope Investment Ltd. (Date of Removal:2025/4/22) |
(1,400,000) |
0 |
0 |
0 |
Note 1: The directorship held by Mr. Chu, Tien-Ling, representative of Maoxin Investment Co., Ltd., has been assumed by Mr. Hsu, Kuang-Ta effective August 8, 2025.
Note 2: The directorship held by Mr. Hsu, Kuang-Ta, representative of Xinwei Investment Co., Ltd., has been assumed by Mr. Lin, Ya-Ying effective August 8, 2025.
(II) Information on Transfers of Shareholding: None.
(III)Information on Pledges of Shareholding: None.
82
VIII.Information on relationship among the top 10 shareholding ratio shareholders
| March 23, 2025; unit: Share share | March 23, 2025; unit: Share share | March 23, 2025; unit: Share share | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name (Note 1) |
Shareholding | Shares held by spouse and minor children |
Total share- holding by nominee ar- rangements |
Specify the name of the entity or person and their relationship to any of the other top 10 shareholders with which the person is a related party or has a relationship of spouse or relative within the second degree (Note 3) |
Re ma rks |
||||
| Quantity | Share- hold- ing per- centag e (Note 2) |
Quantity | Share- holding percent- age (Note 2) |
Quan- tity |
Share- hold- ing per- centag e (Note 2) |
Name of entity or individual |
Relation | ||
| ~~Datong Transpor-~~ tation Co., Ltd. |
29,485,565 | 19.87% | - |
- |
- |
- |
Datong Shipping Co., Ltd. Daxin Ship- ping Agency Co., Ltd. Lin Hong- Ying Lin Bei-Shan Lin Bei-Yu |
Chair- person Chair- person Brothers Father and daughter Father and daughter |
|
| Representative: Lin Hong-Nian |
- |
- |
38,620 | 0.03% | - |
- |
|||
| ~~Datong Shipping~~ Co., Ltd. |
12,913,805 | 8.70% | - |
- |
- |
- |
Datong Transporta- tion Co., Ltd. Daxin Ship- ping Agency Co., Ltd. |
Chair- person Chair- person |
|
| Representative: Lin Hong-Nian |
- |
- |
38,620 | 0.03% | - |
- |
|||
| ~~Daxin Shipping~~ Agency Co., Ltd. |
7,976,605 | 5.37% | - |
- |
- |
- |
Datong Transporta- tion Co., Ltd. Datong Shipping Co., Ltd. |
Chair- person Chair- person |
|
Representative: Lin Hong-Nian |
- |
- |
38,620 | 0.03% | - |
- |
|||
| ~~Ming Yang In-~~ vestment Co., Ltd. |
6,118,481 | 4.12% | - |
- |
- |
- |
None | None | |
| ~~Representative:~~ Lin Ya-Ying |
- |
- |
214,994 | 0.14% | - |
- |
|||
Mao Hsin Invest- ment Co., Ltd. |
5,400,000 | 3.64% | - |
- |
- |
- |
None | None | |
| Representative: Peng Shih-Hsiao |
- |
- |
- |
- |
- |
- |
83
| China Container Investment Co., Ltd. |
5,028,413 | 3.39% | - |
- |
- |
- |
None | None | |
|---|---|---|---|---|---|---|---|---|---|
| Representative: Lin Wen-Po |
- |
- |
- |
- |
- |
- |
|||
| Ben-Yuan Railway Freight Forwarding Co., Ltd. |
2,454,453 | 1.65% | - |
- |
- |
- |
Datong Transporta- tion Co., Ltd. Datong Shipping Co., Ltd. Ming Yang Investment Co., Ltd. China Con- tainer In- vestment Co., Ltd. Lin Hong- Nian |
Director Director Director Director Brothers |
|
| Representative: Lin Hong-Ying |
- |
- |
- |
- |
- |
- |
|||
| Hao Wei Invest- ment Co., Ltd. |
1,531,513 | 1.03% | - |
- |
- |
- |
None | None | |
| Representative: Lin Zheng-Wei |
- |
- |
- |
- |
- |
- |
|||
Lin Bei-Shan |
1,239,110 | 0.83% | - |
- |
- |
- |
Lin Hong- Nian |
Father and daugh- ter |
|
| Lin Bei-Yu | 1,086,000 | 0.73% | - |
- |
- |
- |
Lin Hong- Nian |
Father and daugh- ter |
Note 1: All of the top 10 shareholders should be listed, and the names of corporate/juristic person shareholders and their representatives should be listed separately.
Note 2: The shareholding ratio (%) is calculated as the total numbers of shares respectively held by the shareholder, their spouse and minor children, or through nominees.
Note 3: Disclose the relationships among the above-listed shareholders, including corporate/juristic person shareholders and natural person shareholders.
84
- IX. Total shareholdings of any single enterprise held by the Company, its directors, managerial officers, and any companies controlled either directly or indirectly by the Company:
| Unit: Share | Unit: Share | |||||
|---|---|---|---|---|---|---|
| Investee enterprise (Note) |
Investment by the Company |
Investment by the Di- rectors, Supervisors, Managerial Officers and Directly or Indirectly Controlled Entities of the Company |
Total investment |
|||
| Quantity | Shares Ratio |
Quantity | Shares Ratio |
Quantity | Shares Ratio |
|
| CCTC Friend Stevedore Co., Ltd. |
7,970,500 | 99.63% | - |
- |
7,970,500 | 99.63% |
| CCTC Invest- ment Company Limited |
7,724,000 | 92.21% | 652,000 | 7.78% | 8,376,000 | 99.99% |
| Ming Yang In- vestment Co., Ltd. |
697,200 | 99.60% | - |
- |
697,200 | 99.60% |
| Anyo System Co., Ltd. |
- |
- |
350,000 | 70% | 350,000 | 70% |
| Tai Yunnn En- terprise Co., Ltd. |
- |
- |
2,017,500 | 67.25% | 2,017,500 | 67.25% |
Note: This refers to investee enterprises in which the Company makes long-term investment
85
Three. Fundraising
I. Capital and shares
(I) Sources of Capital
1. Issued shares
Unit: Thousand shares; NT$ thousand
| Month/ year |
Issued price |
Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|
| Quantity | Amount | Quantity | Amount | Source of share capital | Capital paid in by assets other than cash |
Others | ||
| November 1969 |
- |
5,000 | 50,000 | 1,400 | 14,000 | Share capital of incorporation | None | - |
| February 1971 |
- |
5,000 | 50,000 | 3,864 | 38,640 | NT$24,640 thousand for capital increase in cash |
None | - |
| November 1992 |
NT$10 |
55,000 |
550,000 | 55,000 | 550,000 | Capital increase from legal reserve and surplus conversion NT$511,360 thousand |
None | - |
| August 1993 |
NT$10 | 72,600 |
726,000 | 72,600 | 726,000 | NT$55,000 thousand of capital reserve converted to capital increase NT$110,000 thousand of sur- plus converted to capital in- crease NT$11,000 thousand of em- ployees’ bonus converted to capital increase |
None | - |
| November 1994 |
NT$10 |
80,910 |
809,100 | 80,910 | 809,100 | NT$72,600 thousand of surplus converted to capital increase NT$10,500 thousand of capital reserve converted to capital increase |
None | |
| June 1995 | NT$10 | 89,001 |
890,010 | 89,001 | 890,010 | NT$40,455 thousand of capital reserve converted to capital increase NT$40,455 thousand of surplus converted to capital increase |
None | |
| September 2014 |
NT$10 |
120,000 |
1,200,000 | 93,451 | 934,511 | NT$44,501 thousand of surplus converted to capital increase |
None | Note 1 |
| September 2015 |
NT$10 |
120,000 |
1,200,000 | 99,806 | 998,057 | NT$63,547 thousand of surplus converted to capital increase |
None | Note 2 |
| October 2016 |
NT$10 | 180,000 |
1,800,000 | 121,003 | 1,210,034 | NT$11,977 thousand of surplus converted to capital increase NT$200,000 thousand for capi- tal increase in cash |
None | Note 3 |
| October 2017 |
NT$10 | 180,000 |
1,800,000 | 123,423 | 1,234,235 | NT$24,201 thousand of surplus converted to capital increase |
None | Note 4 |
| December 2018 |
NT$10 | 180,000 |
1,800,000 | 148,423 | 1,484,235 | NT$250,000 thousand for capi- tal increase in cash |
None | Note 5 |
-
Note 1: The surplus conversion to capital increase was approved with the Letter Jing-Shou-Shang-Zi No. 10301203240 by MOEA, dated September 25, 2014.
-
Note 2: The surplus conversion to capital increase was approved with the Letter Jing-Shou-Zhong-Zi No. 10401190730 by MOEA, dated September 10, 2015.
-
Note 3: The surplus conversion to capital increase was approved with the Letter Jing-Shou-Zhong-Zi No. 10501235490 by MOEA, dated October 4, 2016. The capital increase in cash was approved with the Letter Jing-Shou-ShangZi No. 10601002520 by MOEA, dated January 18, 2017.
-
Note 4: The surplus conversion to capital increase was approved with the Letter Jing-Shou-Zhong-Zi No. 10601134480 by MOEA, dated September 18, 2017.
-
Note 5: The capital increase in cash was approved with the Letter Jing-Shou-Shang-Zi No. 10801032450 by MOEA, dated March 27, 2019.
| Type of shares |
Authorized capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares (Note 1) |
Unissued shares | Total | ||
| Common share |
148,423,458 | 31,576,542 | 180,000,000 | - |
Note: The Company’s shares were publicly offered on January 20, 1995.
- Information Relating to the Shelf Registration System: not applicable
86
(II) List of Major Shareholders
| March 23,2026;Unit: Share Number of shares held Shareholding ratio (%) 29,485,565 19.87% 12,913,805 8.70% 7,976,605 5.37% 6,118,481 4.12% 5,400,000 3.64% 5,028,413 3.39% 2,454,453 1.65% 1,531,513 1.03% 1,239,110 0.83% 1,086,000 0.73% |
March 23,2026;Unit: Share Number of shares held Shareholding ratio (%) 29,485,565 19.87% 12,913,805 8.70% 7,976,605 5.37% 6,118,481 4.12% 5,400,000 3.64% 5,028,413 3.39% 2,454,453 1.65% 1,531,513 1.03% 1,239,110 0.83% 1,086,000 0.73% |
||
|---|---|---|---|
| Serial No. |
Name of major shareholder | Number of shares held |
Shareholding ratio (%) |
| 1 | Datong Express Co., Ltd. | 29,485,565 | 19.87% |
| 2 | T TMi CLtd | 12913805 | 870% |
| a ongarne o.,. | ,, | . | |
| 3 | T Shi ShiiCLtd | 7976605 | 537% |
| a nppngo.,. | ,, | . | |
| 4 | Ming Yang Investment Co., Ltd. | 6,118,481 | 4.12% |
| 5 | Mo Hsin Investment Ltd. | 5,400,000 | 3.64% |
| 6 | CCTC Investment Company Limited | 5,028,413 | 3.39% |
| 7 | Ben Yuan Rail Forwarding & Trans- | 2454453 | 165% |
| portation Co., Ltd. | ,, | . | |
| 8 | H Wi Itt C Ltd | 1531513 | 103% |
| ao e nvesmen o., . | ,, | . | |
| 9 | LiPiSh | 1239110 | 083% |
| n,e-an | ,, | . | |
| 10 | Lin, Pei-Yu | 1,086,000 | 0.73% |
87
(Ⅲ) Company’s dividend policy and implementation thereof:
-
Dividend policy: Amend in accordance with Article 24 of the Articles of Incorporation as follows:
-
If there is any surplus in the Company's annual financial statements, the Company shall first pay taxes payable and make up for accumulated deficits, and then set aside 10% for the legal reserve and special reserve. After reserving required capital for the Company's operating plan, the Company shall appropriate the remaining plus the undistributed earnings of the last period as dividends and bonuses to shareholders. The amount of the dividends distributed to shareholders shall be no less than 30% of the distributable earnings of the year (at least 20% of which shall be paid in the form of cash dividends), and the remainder shall be recognized as unappropriated earnings.
The board of directors shall prepare a proposal for the distribution of dividends. In the case of issuance of new shares, a resolution shall be submitted to the shareholders' meeting for distribution for approval; the resolution shall be adopted by a majority vote at a meeting of the board of directors attended by two thirds of the total number of directors, and the dividends and bonuses which are distributable or all or part of the legal reserve and the additional paid-in capital will be provided for the issuance of cash dividends according to Paragraph 5 of Article 240 and Paragraph 1 of Article 241 of the Company Act. In addition, a report of such distribution shall be submitted to the shareholders’ meeting.
-
The Company’s profit distribution for the fiscal year 2026 was approved by the 5th Meeting of the 20th Board of Directors held on March 4, 2026, with a cash dividend of NT$148,423,458 to be distributed (NT$1 per share).
-
(Ⅳ) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: Not applicable.
(Ⅴ) Compensation of employees, directors, and supervisors:
-
The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the company’s articles of incorporation:
-
(1) Employees' remuneration is 5% of the annual profit (the amount set aside to compensate the accumulated losses is deducted).
-
(2) The directors and supervisors' remuneration shall be no more than 5% of the annual profit (the amount set aside to compensate the accumulated losses is deducted).
-
The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
-
(1) Basis for employee remuneration for the fiscal year 2025: 5% of annual profits.
-
(2) Basis for directors’ remuneration for the fiscal year 2025: 5% of annual profits.
-
Information on any approval by the board of directors of distribution of compensation:
-
(1) Employee remuneration: NT$10,879,448.
-
(2) Directors’ remuneration: NT$10,879,448.
-
(3) The above-mentioned amounts will be fully paid in cash and do not differ from the estimated amounts recognized as expenses for fiscal year 2025.
88
- The actual distribution of employee, director, and supervisor compensation for the previous fiscal year:
Unit: NTD
| Unit: NTD | ||||
|---|---|---|---|---|
| For the Year 2024 |
Actual dis- tribution |
Expenses recognized |
Discrepancy | Cause and treatment of dis- crepancy |
| Compensation of employees |
9,217,627 | 9,217,627 | - | None |
| Compensation of directors and supervisors |
9,217,627 | 9,217,627 | - | None |
-
(Ⅵ) Status of a company repurchasing its own shares: None
-
II. Issuance of corporate bonds: None.
-
III. Issuance of preferred shares: None.
-
IV. Issuance of Global Depositary Receipts (GDR): None
-
V. Issuance of employee share subscription warrants: None.
-
VI. Issuance of new restricted employee shares: None.
-
VII. Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None.
-
VIII.Implementation of the company’s capital allocation plans:
-
(I) Description of the plans (for the period as of the quarter preceding the date of publication of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits, the annual report shall provide a detailed description of the plan for each such public issue and private placement): None.
-
(II) Status of implementation (With respect to funds usage under the plans referred to in the preceding subparagraph, the annual report shall, for the period as of the quarter preceding the date of publication of the annual report, analyze the status of implementation and compare actual benefits with expected benefits): Not applicable.
89
Four. Overview of Business Operations
I. Business description
(I) Scope of business
-
Major lines of business
-
(1) G404011 Container terminal operating industry
-
(2) G409050 Cargo handling contracting industry for ships at industrial ports or industrial wharves
-
(3) G702010 Ship service Operator
-
(4) E604010 Mechanical installation industry
-
(5) JA02990 Other Repair (6) G801010 Warehousing
-
(7) IZ06010 Tally Packaging
-
(8) F113010 Wholesale of Machinery
-
(9) F401010 International Trade
-
(10) I301010 Information Software Services
-
(11) G406061 Ship Stevedore Operator
-
(12) H703100 Real Estate Leasing
-
(13) JE01010 Rental and Leasing
-
(14) H701010 Housing and Building Development and Rental
-
(15) H701020 Industrial Factory Development and Rental
-
(16) H701040 Specific Area Development
-
(17) H701050 Investment, Development and Construction in Public Construction
-
(18) H701060 New Towns, New Community Development
-
(19) CD01070 Commercial Port Area Ship-repair
-
(20) G403010 Vessel Rental
-
(21) IG03010 Energy Technical Services
-
(22) G401011 Ship agency industry
2. Relative weight of each line of business
| Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | |
|---|---|---|---|---|
| Product | 2024 | 2025 | ||
| Operating in- come |
Weight of busi- ness (%) |
Operating in- come |
Weight of busi- ness (%) |
|
| Container freight sta- tion operation |
3,067,509 | 100 | 3,112,731 | 100 |
3. Current products and services
-
(1) Ship loading and unloading operations
-
(2) Container yard service
-
(3) Warehouse operation
4. New products and services planned for development
The Company is a CFS operator, mainly provides services, so it will continue to update tools, machines and equipment in the future to improve operating efficiency and strengthen its competitive advantages. In addition to leasing the site where YMC Keelung Station connects to CCTC Keelung Station to increase the capacity of the back office, the operating equipment of wharfs at Keelung and Taichung has been continuously updated to improve the efficiency of the front and back offices.
90
(II) Overview of the industry
1. Current status and development of the industry
(1) Current status of container terminal operators
The container freight operation is established to cope with the containerization of the international transportation, the development of industry is closely related to the containerization of the international transportation, and correlated to the international trading of Taiwan. The international and domestic economic condition directly affects the volume of the containers. Therefore, the trend of the future development depends on the domestic and overseas economies and the evolution of the international trading:
Unit: TEU
| Unit: TEU | Unit: TEU | |||||
|---|---|---|---|---|---|---|
| Year Item |
2023 | 2024 | 2025 | |||
| Volume | Volume | Growth rate(%) | Volume | Growth rate(%) | ||
| Containers ar- rived at ports |
6,815,332 | 6,990,590 | 2.6% |
6,806,990 |
-2.6% | |
| Containers de- parted from ports |
6,781,646 | 6,942,655 | 2.4% |
6,739,106 |
-2.9% | |
| Volume of ship loading and un- loading |
13,596,978 | 13,933,246 | 2.5% |
13,546,096 |
-2.8% |
Source: Taiwan International Ports Corporation
- (2) Overview of the Global and Domestic Shipping Industry.
According to the Taiwan Institute of Economic Research (TIER) report dated January 26, 2026, which explores the economic outlook for 2026 and analyzes domestic and global economic conditions and industry trends:
The global economy remains relatively resilient; however, overall growth momentum in 2026 is expected to be slightly slower or remain flat compared with 2025. Key factors affecting the economic outlook include the development progress of the artificial intelligence (AI) industry, U.S. tariff policies, and China’s overproduction issues.
On the domestic production side, the continued strong demand for artificial intelligence, high-performance computing, and cloud data services has supported steady growth in the information and electronics sector. However, some traditional industries continued to reduce production due to weak market conditions, offsetting part of the growth. Non-information and electronics industries were affected by competition from overseas peers and persistently weak end-market demand, leading some manufacturers to adjust production or carry out maintenance on production lines. As a result, the basic metals industry declined by 9.56% year-on-year, the chemicals and fertilizers industry decreased by 3.42%, and the automotive and parts industry fell by 1.57%. Overall, industrial production in 2025 increased by 16.70% year-on-year, with manufacturing growing 17.87%.
- Links between the upstream, midstream, and downstream segments of the industry supply chain
The Company is an operation of CFS, major business engaging in are the services including ship loading and unloading operations, container yard service and warehouse operation. The container freight industry is established to cope with the containerization of the international transportation; the development of the industry has been closely related to the containerization of transportation of transportation, and corelated to the international trading. The structural chart of the international container transportation industry is as below:
91
==> picture [568 x 347] intentionally omitted <==
3. Development trends for the company’s products
The Company mainly engages in services including ship loading and unloading operations, container yard service and warehouse operation. The development of its products and services are closely related to the containerization of transportation and correlated to the international trading of Taiwan. Therefore, the trend of future development depends on the domestic and overseas economies and the evolution of international trading.
4. Competitions
Keelung Station
The operators of Keelung Port terminals include the Company, Lien Hsing International Express Co., Ltd., and Taiwan International Ports Corporation, Keelung Branch, totaling three operators. The Company obtained the operating rights for Terminals 19–21 on the west side of Keelung Port in 2009. Terminal 19 on the west side has an average water depth of 14 meters, making it the deepest-draft terminal in the Keelung Port area and capable of accommodating 9,600 TEU container vessels. Lien Hsing International Express holds the operating rights for Terminals 8–11 on the east side, with a total quay length of 870 meters and an average water depth of 12–13 meters, primarily accommodating 2,500 TEU container vessels, enjoying the advantage of being a first mover.
In 2025, the Company leveraged resource integration and hinterland capacity advantages to attract new business, expanding its market share at Keelung Port to 43.1%. Lien Hsing International Express held approximately 35.1% of the market share, while Taiwan International Ports Corporation, Keelung Branch, accounted for about 21.8%.
92
Taichung Station
The current operators of Taichung Port terminals include the Company, Evergreen Marine Corporation, and Wan Hai Lines Ltd. The Company established the Taichung Port Container Terminal Distribution Center in 1982 and, in addition to the operating rights for Terminals 10–11, has also obtained the hinterland operating rights for Terminals 9 and 31. Evergreen Marine and Wan Hai Lines have obtained operating rights for Terminals 32–33 and 34–35, respectively.
In 2025, the three operators— the Company, Evergreen Marine, and Wan Hai Lines— held container handling market shares at Taichung Port of approximately 35.4%, 38.2%, and 26.3%, respectively, with little change from 2024. The Company enjoys the advantage of being a first mover at Taichung Port. Moreover, as it does not have a shipping company background, there is no concern of competition with shipping companies when acquiring their business. Therefore, even with major competitors being large domestic shipping companies, the Company has been able to maintain a stable market share at Taichung Port over the long term.
Wudu Station
With the changes in the loading and unloading patterns of maritime transportation, container transportation has become the mainstream of maritime transportation. In the overall physical distribution, CFSs provide the door-to-door transportation function, and plays an important role for assistance to warehouse and transportation. Due to the insufficient hinterland in Port of Keelung, it is impossible to allow all the containers to be unpacked, merged, and stored in the port. Hence, the development of inland CFSs outside the port is centered on Port of Keelung around Xizhi, Wudu, Qidu, and Nuannuan. Currently, there are more than ten inland CFSs cluster there, providing back office supporting operations for Port of Keelung as inland container yards. The operation of the Company’s Wudu container yards are mainly the extension for the whole containers at wharfs and warehouses at Keelung.
(III) Technology and Research & Development Overview
1. Technology Level
As container terminals continue to face increasingly stringent requirements in energy conservation, operational efficiency, safety, and sustainable development, the Company continues to introduce advanced technologies and promote equipment electrification to enhance overall operational competitiveness.
To date, the Company has progressively implemented initiatives in port equipment replacement and upgrading, equipment intelligence, and energy management systems, including the commissioning of new quay cranes and railmounted gantry cranes, the upgrade of maintenance management systems, as well as the planning and introduction of smart energy management and energy storage equipment.
In terms of energy conservation and carbon reduction, the Company has gradually promoted the electrification of terminal operations, including the deployment of electric forklifts and electric tractors. In addition, through reefer power supply equipment and smart metering systems, the Company has effectively reduced energy intensity and improved electricity management efficiency.
Looking ahead, the Company will continue to advance toward intelligent equipment, optimized energy utilization, and low-carbon operations in response to international trends and to strengthen its long-term competitive advantages.
93
2. Implementation Status at Each Terminal
I. Keelung Station
- (1) Gantry Cranes (GC-208, 209).
The installation, testing, and related verification procedures have been completed, and the equipment has been officially put into terminal operations. Following the commissioning of the new equipment, the overall ship-side loading and unloading efficiency and service quality at Keelung Station have been effectively enhanced.
- (2) Rail-Mounted Gantry Cranes (RMG-08, 09).
The installation has been completed and the equipment has been put into terminal operations. It is equipped with an automatic container positioning assistance system, which reduces driver workload and enhances operational safety and efficiency. The system is currently operating stably. Following the introduction of the new equipment, operational efficiency has significantly improved compared to the existing equipment. (3) Terminal Infrastructure Optimization.
Traffic flow and lighting systems within the storage yard facilities are continuously being improved to enhance operational safety and efficiency.
II. Taichung Station
- (1) Gantry crane (GC).
Two newly ordered quay cranes (GCs) are currently in the manufacturing and supervision phase. A third-party supervision mechanism has been implemented to continuously monitor manufacturing quality and the delivery schedule of key components, ensuring on-time delivery in the third quarter of 2026.
- (2) Electric tractor introduction plan.
The equipment has entered the on-site operational phase, and operational scheduling continues to be effectively managed. The maintenance contractor provides real-time technical support to ensure operational stability. In the future, the feasibility of expanding implementation will be evaluated based on the pilot results.
- (3) Smart energy management and energy storage system.
The Company continues to promote the planning and implementation of relevant systems to strengthen electricity consumption management and improve energy efficiency.
- (4) New container yard storage area development plan.
Planning and construction of an electrified rail-mounted gantry crane (RMG) storage area, replacing traditional fuel-powered transtainer (TL) equipment, increasing yard storage capacity, serving more customers, and meeting shipping line demand.
III. Wudu Station
The Company continues to promote energy-saving improvement measures for warehouse facilities, including the adoption of LED lighting systems, in order to enhance operational safety and reduce energy consumption..
3. Equipment maintenance and repair management:
For aging existing equipment, the Company continues to conduct equipment condition assessments and major maintenance programs to ensure operational stability and safety.
94
Among which:
-
High-age cranes have completed technical assessments and rehabilitation/upgrade planning. Subsequent major maintenance work is currently being carried out in accordance with established procedures.
-
Other aging equipment is undergoing refurbishment and replacement benefit evaluations. Follow-up measures will be carefully formulated based on technical feasibility, economic benefits, and operational requirements.
Through systematic equipment management and phased repair strategies, the Company continues to reduce equipment risks and extend service life.
(IV) Future R&D Plans and Expenditures.
The Company continues to implement plans for equipment upgrades, energy management, and information system integration in accordance with operational needs and market development trends, and adjusts its investment pace on a rolling basis based on the actual progress of each project.
Key future focus areas include:
1. Short-term development plan
(1) Continuous replacement and upgrading of port machinery equipment, with a focus on performance enhancement.
(2) Electrification of terminal operations and introduction of low-carbon transportation equipment.
(3) Development of integrated smart energy management systems and energy storage facilities across all sites.
(4) Integration of operational systems and digital management.
(5) Reefer container monitoring system.
Related investments will be implemented progressively in accordance with project execution progress to ensure efficient resource allocation and effective risk management.
95
The Company plans to invest NT$820 million in the following items:
| Planned Investment Items | Progress Status | Expected Completion Date |
|---|---|---|
| Integration of operational sys- tem resources (ERP, includ- ing AP/AR, MMS, and HR). |
Replacement of the AS400 system. | Continuous system maintenance and up- grades. |
| Procurement of two new quay cranes (Nos. 10-6 and 10-7) at Taichung Station. |
To enhance ship-side loading and un- loading efficiency at Berth No. 10, a new quay crane with a 14-row out- reach capability will be procured. |
Signed in Q3 2025. |
| Procurement of two rail- mounted gantry cranes (RMG) at Taichung Station. |
To improve yard operations efficiency at Berth No. 10, a new rail-mounted gantry crane equipped with position- ing assistance will be purchased. |
Signed in Q3 2026. |
| Development of a 270-meter container yard storage area at Taichung Station. |
To increase yard storage capacity by 1,500 TEU, thereby serving more cus- tomers and meeting shipping line de- mand. |
Design and planning in Q2 2026, with contract signing for construction in Q4 2026. |
| Procurement of four electric forklifts for warehouse use at Taichung Station. |
To reduce air pollution and implement energy conservation and carbon re- duction measures. |
Procurement in Q2 2026. |
| Installation of reefer contain- er power supply equipment and monitoring systems at Keelung Station. |
To reduce labor costs while effectively mitigating the risk of reefer container damage. |
Planning in Q2 2026. |
| Procurement of two reach stackers for quay operations at KeelungStation. |
To improve quay-side operational ef- ficiency, aging forklift equipment will be replaced with new reach stackers. |
Procurement in Q2 2026. |
| Installation of a smart energy management system and a 2,000 kW energy storage sys- tem at Keelung Station. |
To stabilize grid power capacity and enhance energy-saving and carbon reduction performance. |
Procurement in Q4 2026. |
- (IV) Long- and short-term business development plans.
1. Short-term business development plan
-
(1) Actively secure new customers and expand ship-side loading and unloading operations at both ports to increase terminal operating revenue.
-
(2) Enhance revenue from all business segments.
-
(3) Strengthen customer loyalty among new clients and maintain operational throughput.
96
-
(4) Improve terminal handling efficiency and reduce vessel turnaround time, thereby creating a win-win outcome with customers.
-
(5) Continuously implement replacement and upgrading of equipment and actively attract new customers to the terminals.
-
(6) Improve container turnover rate and increase yard utilization, thereby enhancing revenue.
2. Long-term business development plan
-
(1) Cooperate with the port authority to expand the operational scope of the Keelung West Coast Terminal and reduce unit operating costs.
-
(2) Continue to upgrade and replace equipment to ensure the sustainable operation of terminal businesses.
-
(3) Enhance various service tariffs to increase the Company’s overall revenue.
97
II. Market and the production and marketing situation
(I) Market analysis
- Geographic areas where the main products (services) of the company are provided (supplied)
| (supplied) | (supplied) | (supplied) | ||
|---|---|---|---|---|
| Unit: NTD thousand | ||||
| Year Area |
2024 | 2025 | ||
| Amount | Percentage (%) | Amount | Percentage (%) | |
| Domestic sales | 3,067,509 | 100 |
3,112,731 |
100 |
| Total | 3,067,509 | 100 |
3,112,731 |
100 |
2. Market share
The Company’s operations are closely related to the development of containerized transportation. Imports and exports have also increasingly been carried by container vessels as the scope of global containerization expands, and cargo volumes fluctuate in line with Taiwan’s economic conditions. The Company’s container freight stations are currently located in Keelung and Taichung. In 2025, the Company’s market share was approximately 43.1% in Keelung and 35.4% in Taichung..
3. Demand and supply conditions for the market in the future
(1) International maritime transportation market
According to a report released by the Organisation for Economic Cooperation and Development (OECD) in June 2025, global growth in 2026 is expected to remain relatively weak due to trade barriers and policy uncertainty. The OECD projects that global economic growth will be 2.9% in both 2025 and 2026.
The World Trade Organization (WTO) stated in its latest Global Trade Outlook and Statistics report that the global trade growth forecast for 2025 has been significantly revised upward from 0.9% in August 2025 to 2.4%. However, the forecast for 2026 has been revised downward to 0.5%.
(2) Development trends of the maritime container shipment
The maritime industry was facing multiple challenges in 2026, including the seasonal effect, the Red Sea crisis, and the uncertainty brought by the tariff war of Trump.
Since the second half of 2025, Taiwan’s trade volume has been affected by the implementation of tariffs, placing significant pressure on certain industries. It is expected that momentum in the global container shipping market will gradually slow down..
(3) Direction of future development
-
a. By providing the CFS service, and expanding the scope of cooperation from wharfs to the inland Wudu CFS, the Company serves as the supply chain service system centered on the ports.
-
b. The Company strengthens cooperation and promotion with shipping and logistics-related companies, to promote the development of bulk cargo and warehousing, among other businesses, and provide a targeted supply chain service network based on the customers’ needs.
98
-
c. The Company builds a mature port supply chain, to promote the transformation of port development, and enhance the competitiveness of ports.
-
d. Through the ISO certification, the operation processes are standardized, the terminal administration and on-site personnel management are enhanced, the education and training are strengthened, operation supervision and oversight are enhanced to prevent industrial safety incidents. Meanwhile, the efficiency of document operations are accelerated, the performance evaluation is enhanced, the spirit of management for loading and unloading are improved and strengthened. The administrative permits are implemented pursuant to laws and regulations, the on-site supervision and external market services are strengthened, to sufficiently exert the ports, and promote the transportation at the port areas and functions social and economic development.
4. Competitive edges
(1) Great reputation good for securing business
The Company has a long history for more than half a century since incorporation. Its operating performance is outstanding with excellent reputation. Not only the service quality is praised, the professional knowledge and talent literacy are recognized by customers and peers.
- (2) Without the background as a marine carrier, it is beneficial for the Company to win more diversified business.
The Company is a professional CFS operator, and is also the only company that provides the all terminals, container storage and transportation in North, Central and South Taiwan. Since the Company does not have a background as a carrier, the concerns of leaking trade secrets from carriers may be reduced when pitching, which is beneficial to the Company to obtain more diverse business.
(3) ISO certification
Through the continuous ISO certification renewal, the operating procedures are standardized, the inter-departmental communication and coordination are enhanced, and the site and operation safety are improved. The Company emphasizes the environmental protection to create a high-quality working environment for employees, customers and the community.
- Positive and negative factors for future development, and the company’s response to such factors
(1) Positive factors
-
a. Integrate the storage operations in Taichung, improve the storage planning of Taichung Station 10, increase the overall storage, improve the efficiency of front-end and back-end operations, and thereby increase the utilization rate of the wharf.
-
b. Considering the inflation and rising costs, the Company will continue to pursue higher fees to increase revenue.
-
c. Purchase two new gantry cranes in Dock 20 for Keelung Station in Q4 2024, enhancing terminal efficiency.
(2) Negative factors and responses
-
a. The rent of land in Port of Keelung is relatively high and thus affects the competitiveness of the operators, which is unfavorable for the development of the Free Trade Zone at the Port of Keelung. Responses:
-
i.Under the existing foundation and cooperation pattern, the cargo volume will be expanded continuously.
99
-
ii.Develop diversified businesses and increase operating income.
-
iii.Continuously update the operating equipment for better competitive advantages.
-
b. The maritime industry is unstable, and the business competition intensifies. Responses:
-
i.Improve service quality and professional knowledge.
-
ii.Enhance operational efficiency for better competitiveness.
-
iii.Continuously update the operating equipment for better competitive advantages.
-
iv.Improving the turnover rate of containers.
-
c. Ship type was magnified by the congenital factors of the wharf. Responses:
-
i.Consolidate the shipping companies in the cross-strait and near-ocean areas.
-
ii.Maintain or even improve the efficiency of ocean shipping routes.
-
iii.Enhance customer loyalty.
(II) Usage and manufacturing processes for the company’s main products
1. Key usage of the main products:
-
(1) Ship loading and unloading operations are mainly engaged in loading, unloading, transporting and handling of cargos on ships or on shore in the port area.
-
(2) Container yard operations mainly involve transporting containers horizontally to the station for storage and stacking with the transportation machines, such as trailers or straddle carriers, or using station transportation equipment to hand over containers to external trailers for transportation at the stations, as well as the container maintenance and other services.
-
(3) The warehouse operations mainly are the services including the delivery of goods by the customers to the export warehouse for the custom clearance. The warehouse personnel load the goods to containers and load containers to vessels; or the personnel unload containers from vessels, and split the goods to the warehouse to be picked up by customers.
2. Manufacturing processes: not applicable.
(III) Supply situation for the company’s major raw materials
- The Company is an operation of CFS, major business engaging in are the services including ship loading and unloading operations, container yard service and warehouse operation. Unlike the manufacturing industry, no purchase is required.
100
(IV) List of major suppliers and clients
- Suppliers accounting for 10 percent or more of the company’s total procurement amount in the 2 most recent fiscal years, the amounts bought from each, the percentage of total procurement accounted for by each, and an explanation of the reason for increases or decreases in the above figures:
Unit: NT$ thousand
reason for increases or decreases |
reason for increases or decreases |
reason for increases or decreases |
reason for increases or decreases |
in the above figures: Unit: NT$thousand |
in the above figures: Unit: NT$thousand |
in the above figures: Unit: NT$thousand |
in the above figures: Unit: NT$thousand |
|
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| Item | Name |
Amount | Shares in the full- year pur- chase amount (%) |
Rela- tionship with the issuer |
Name | Amount | Shares in the full- year pur- chase amount (%) |
Rela- tionship with the issuer |
| 1 | Branch of the Port of Keelung |
576,080 | 21.06 | None | Branch of the Port of Keelung |
645,622 | 23.09 | None |
| 2 | Branch of the Port of Taichung |
386,759 | 14.14 | None | Branch of the Port of Taichung |
396,440 | 14.18 | None |
| Others | 1,772,588 | 64.80 | Others | 1,754,134 | 62.73 | |||
| Net purchase |
2,735,427 | 100 | Net purchase |
2,796,196 | 100 | |||
| Reasons for increase or decrease: (1) The main operating costs of the Company are rents of terminals, back office site, and port man- agement fee. (2)The rest suppliers forpurchase do not account for more than 10% of the totalpurchases. |
- Clients accounting for 10 percent or more of the company’s total sales amount in the 2 most recent fiscal years, the amounts sold to each, the percentage of total sales accounted for by each, and an explanation of the reason for increases or decreases in the above figures:
Unit: NT$ thousand
| Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | |||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | |||||||
| Item | Name |
Amount | Shares in the full- year sales amount (%) |
Rela- tionship with the issuer |
Name | Amount | Shares in the full- year sales amount (%) |
Rela- tionship with the issuer |
| 1 | OOCL Tai- wan |
492,587 | 14.99 | None | OOCL Taiwan | 475,458 | 14.12 | None |
| 2 | Yang Ming Marine Transport |
449,494 | 13.68 | None | Yang Ming Marine Transport |
428,663 | 12.73 | None |
| Others | 2,341,272 | 71.33 | Others | 2,463,451 | 73.15 | |||
| Net sales | 3,285,815 | 100 | Net sales | 3,367,572 | 100 | |||
| Reasons for increase or decrease: (1) The Company’s operating volume and sales amount are affected by the global economy and the operating status of the container and carrier industry. (2)Other customers of sales do not account for more than 10% of the total sales. |
101
III. Employees
Information of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report
| Year | Year | 2024 | 2025 | As of March 31, 2026 |
|---|---|---|---|---|
| Number of Employ- ees |
1,090 | 1,065 | 1,060 | |
| Average Age | 46 | 46 | 46 | |
| Average Years of Service |
12.7 | 12.0 | 11.8 | |
| Education Distribution (%) |
Ph.D. | 0 | 0 | 0 |
| Master’s degree |
3.1% | 3.0% | 2.9% | |
| College | 46.7% | 47.6% | 47.6% | |
| Senior high school |
42.4% | 41.8% | 41.9% | |
| Below senior high school |
7.8% | 7.6% | 7.6% |
IV. Disbursements for environmental protection
-
(I) For the most recent fiscal year and up to the date of publication of this annual report, there were no losses incurred due to environmental pollution. In addition, there are no estimated amounts of potential future losses or corresponding mitigation measures to be disclosed. Where such amounts cannot be reasonably estimated, the Company shall state the fact that a reasonable estimation is not possible: None.
-
(II) Responses:
-
Preventive measures taken:
-
(1) Implement waste segregation and commission qualified waste disposal contractors to ensure proper treatment and disposal of waste.
-
(2) The ISO 14001 Environmental Management System has been implemented, and its effectiveness is continuously ensured through internal audits and periodic thirdparty verification.
-
(3) Wastewater treatment facilities have been installed at Taichung Station and Wudu Station. Before the expiration of the relevant permit validity period, applications for extension of the wastewater treatment compliance certificates will be submitted to the central competent authority.
-
(4) Since 2013, the Company has been progressively replacing aging and high-energyconsuming lighting equipment, with priority given to the procurement of energyefficient and environmentally friendly lighting fixtures.
-
(5) Each container yard’s vehicle and equipment washing area is equipped with an oilwater separator to prevent oil contamination from leaking and polluting the soil.
-
(6) When purchasing or leasing official vehicles, the Company takes into account both operational needs and environmental protection, and gives priority to energyefficient hybrid vehicles or vehicles that meet the latest environmental standards..
-
(7) Leak-proof secondary containment tanks for chemical tank containers have been procured at Keelung Station and Taichung Station to prevent chemical leakage from causing site and soil contamination.
-
Estimated environmental protection expenditures for the next three years:
-
(1) Each station annually budgets for the replacement of aging diesel-powered equipment and the procurement of new electric vehicles and machinery to reduce air pollution and protect employee health. In 2025, Wudu Station purchased three 2.5-ton electric forklifts, and Taichung Station (31 Station) purchased five 2.5-ton
102
electric forklifts. In addition, Taichung Station (31 Station) plans to purchase four 2.5-ton electric forklifts in fiscal year 2026. Starting from January 2026, Taichung Station has leased four electric tractors and installed two charging stations, each equipped with two charging guns.
-
(2) In 2025, Taichung Station installed an energy storage system for the reefer container area, together with a smart energy management system, to improve overall energy efficiency and reduce instances of exceeding contracted capacity demand.
-
Impact of purchasing additional environmental equipment:
In alignment with ESG principles and sustainability trends, the Company actively seeks equipment that integrates environmental protection with operational efficiency. In addition to reducing environmental-related costs and enhancing corporate image, the Company ensures that ESG is not merely a slogan but is embedded in the daily practices of all employees, enabling customers to build greener supply chains.
The Company continues to engage with energy-saving technology providers to stay updated on the latest energy-efficient technologies, and expects that investments in such environmental expenditures will further support the Company’s long-term sustainable operations.
103
V. Labor relation
-
(I) List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:
-
Employee benefit plans:
-
(1) The Employee Welfare Committee is set up and holds the meeting every three months, to review employee welfare matters, regularly handle employee tours, issue gift certificates for festivals, and send condolences for injuries and illness.
-
(2) Payment of gift money for three major festivals.
-
(3) Subsidies for employees’ weddings and funerals.
-
(4) Handling labor safety and health affairs and maintaining the physical and mental health of employees.
-
(5) Payment of year-end bonuses to employees every year depending on the performance.
-
(6) In addition to enjoying labor insurance and national health insurance, each employee has signed a contract with the life insurance Company on “group term life insurance", “group accident insurance” and “hospitalization medical insurance” since 1992, so that every employee has an extra layer of living security.
-
(7) The Articles of Incorporation provides that the employees' remuneration is 5% of the annual profit (the amount set aside to compensate the accumulated losses is deducted).
-
(8) The family day activities are held irregularly, for example, the 50th anniversary to maintain the cleanliness of the beaches in the coastal area, as the fulfillment of the corporate social responsibility of environmental protection; the beach cleaning event was held for the family day to celebrate the 50th birthday of CCTC.
-
2. Continuing education and training plans for employees:
To improve the operating efficiency and establish correct concepts for improving work force quality and enhancing employees’ knowledge and skills, the Company has established the annual education and training plans to achieve business goals and the foundation of sustainable operations.
The Company’s education and training system:
Internal training courses: professional courses for stacker drivers, general common courses for new recruits, and professional courses for shipside crew members.
External training courses: internal auditor trainings, lectures for dedicated personnel in the free trade zone, on-the-job education and training for crane operators, and the on-the-job continuing education as required by laws and regulations.
3. Retirement system and the implementation:
To reward employees for their professional services, and ensure a stable life after retirement, the Company has established the employee retirement regulations, and the Labor Retirement Reserve Supervision Committee was established at the time of the retirement regulation implementation, to take charge of the promotion and supervision of the employee retirement regulations. The retirement reserves are provided on a monthly basis to be deposited under the name of Labor Retirement Reserve Supervision Committee, China Container Terminal Corporation as a dedicate account with the Trust Department of Bank of Taiwan.
(1) Conditions of employee’s retirement:
-
a. Where the employee attains the age of fifty-five and has worked for fifteen years.
-
b. Where the employee has worked for more than twenty-five years.
-
c. Where the employee attains the age of sixty and has worked for ten years.
-
d. Where the employee attains the age of sixty-five.
-
e. Where the employee is unable to perform his/ her duties due to disability.
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(2) Procedures of employee’s retirement:
When an employee retires, he or she should fill out a retirement application form and submit it to the HR Office, and the HR Office applies for his/her pension based on his/her information.
-
(3) Implementation of the employee’s retirement system:
-
a. Since January 1998, the pension was contributed at the rate of 8% of the total monthly salary. In May of the same year, the rate of pension contribution was increased to 15%. As of November 2016, since most of the employees have settled the pensions from the old seniority system of the Labor Standards Act, the pension contribution ratio was adjusted to 2% from March 2017.
-
b. As of March 31, 2026, the balance of pension funds held in trust with the Trust Department of Bank of Taiwan amounted to NT$52,002,796.
-
c. In accordance with the implementation of the retirement system under the Labor Pension Act, approximately 98.19% of employees were covered as of March 31, 2025. The Company contributes 6% of the monthly total payroll to employees’ individual pension accounts established with the Bureau of Labor Insurance.
4. Preservation of the employees’ rights and interests:
The Company has established the trade unions at the CFSs in Keelung, Taichung, and Kaohsiung. Their members fully understand the rights and obligations of the unions and work rules. Everything is to protect worker’s rights, enhance labor knowledge, skills, capabilities, and improve worker’s life with the aim to promote harmony between labor and the management.
5. Labor dispute: none.
-
(II) List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes, and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken:
-
For the year 2025 and up to the date of publication of this Annual Report, the Company had no material labor disputes with its employees that resulted in losses. However, the Company was found to be in violation of certain regulations as a result of labor inspections:
-
(1) On December 9, 2025, the Keelung City Government, Social Affairs Department (Punishment Letter No. 140254166) imposed a fine of NT$100,000 on the Company for violating Paragraph 2, Article 32 of the Labor Standards Act due to overtime work exceeding the statutory limits on extended working hours.
-
(2) On August 5, 2025, the Keelung City Government, Social Affairs Department (Punishment Letter No. 1140237424) imposed a fine of NT$50,000 on the Company for violating Paragraph 2, Article 32 of the Labor Standards Act due to overtime work exceeding the statutory limits on extended working hours.
-
(3) On May 27, 2025, the Taichung City Government, Labor Affairs Bureau (Letter No. 1140145973) imposed a fine of NT$120,000 on the Company for violations of Article 32, Paragraph 2, and Article 24, Paragraph 1 of the Labor Standards Act, including failure to properly maintain wage payroll records and pay overtime compensation in accordance with regulations, as well as exceeding the statutory limits on extended working hours.
-
The Company will continue to strengthen regulatory compliance and management practices. Through enhanced systems and governance mechanisms, the Company aims to reduce the occurrence of non-compliance incidents.
105
-
In accordance with Article 18 of the Regulations Governing Information to be Published in Annual Reports of Public Companies, the Company is required to disclose any violations of the Occupational Safety and Health Act:
-
(1) On May 27, 2025, the Taichung City Government, Labor Affairs Bureau (Letter No. 1140145973) imposed a fine of NT$120,000 on the Company for violations of Article 32, Paragraph 2, and Article 24, Paragraph 1 of the Labor Standards Act, including failure to properly maintain wage payroll records and pay overtime compensation in accordance with regulations, as well as exceeding the statutory limits on extended working hours.
-
(2) On September 1, 2025, the Occupational Safety and Health Administration issued Letter No. 1140252061, notifying the Company of violations of Articles 230 and 281 of the Regulations for Safety and Health in the Use of Machinery, Equipment, and Chemicals, as well as Article 6 of the Occupational Safety and Health Act. The Company was found to have failed to use compliant ladders and to have not properly implemented fall protection measures and certified personal protective equipment during work at height. A fine of NT$110,000 was imposed.
-
(3) On February 14, 2025, the Occupational Safety and Health Administration issued Letter No. 1140250284A, notifying the Company of a violation of Subparagraph 2, Paragraph 1, Article 27 of the Occupational Safety and Health Act. The Company failed to implement necessary coordination and communication measures when jointly engaging in work activities with contractors employing their own workers. A fine of NT$100,000 was imposed.
-
(4) On February 14, 2025, the Occupational Safety and Health Administration issued Letter No. 1140250284, notifying the Company of violations of Article 44 of the Safety and Health Standards for Cargo Handling at Ports, Article 63, Subparagraph 6 of the Safety Rules for Lifting Appliances, and Paragraph 1, Article 6 of the Occupational Safety and Health Act. During cargo hold, deck, or shore-side loading and unloading operations, the Company failed to prohibit workers from entering areas beneath suspended loads or other hazardous zones. In addition, workers engaged in lifting operations using lifting equipment were not properly instructed not to touch loads after they had been hoisted off the ground, and were not required to pause operations when loads were first lifted to confirm whether any tilting, loosening, or other abnormalities occurred. A fine of NT$110,000 was imposed.
VI. Cybersecurity Management
- (I) Information Security Risk Management Framework, Information Security Policy, Specific Management Measures, and Resources Invested in Information Security Management:
To ensure the confidentiality, integrity, and availability of critical information across the Company and its branches, the Company has established information security control policies and operational management procedures. These measures are intended to achieve the objectives of the system and enhance the security of business operations.
1. Information Security Policy:
To implement information security management and prevent potential intentional or accidental threats from internal or external sources, the Company ensures the confidentiality, integrity, and availability of employee data, information systems, network operations, and information assets. In accordance with relevant laws and regulations, the Company has established an Information Security Policy to achieve information security and business continuity objectives.
106
-
Information Security Management Measures:
-
(1) Enhance information security awareness among all employees.
-
(2) Prevent data leakage.
-
(3) Maintain the normal operation of daily systems.
-
(4) Ensure the continuous availability of information services.
-
Information Security Objectives:
-
(1) Promotion of information security policies.
-
(2) Information security responsibility assignment and division of duties.
-
(3) Personnel management and information security education and training.
-
(4) Computer system security management.
-
(5) Network security management.
-
(6) System access control management.
-
(7) System development and maintenance security management.
-
(8) Information asset security management.
-
(9) Physical and environmental security management.
-
(10) Business continuity management.
-
Information Security Management Measures:
-
(1) Review of the information security management system.
-
(2) Formulation of information security policies.
-
(3) Coordination of responsibility allocation for information security matters across departments.
-
(4) Insurance coverage for information assets (electronic equipment insurance).
-
(5) Review and supervision of information security incidents.
-
(6) Biannual information security meetings to discuss the implementation status of the information security management system and all information security matters occurring during the period, as well as to assign responsibilities and track progress (twice a year).
-
(7) Implementation of information security social engineering drills.
-
(8) Ensuring that the transfer of information processing equipment (including new equipment) is properly authorized by responsible supervisors to ensure smooth subsequent operations and clear assignment of responsibilities to the receiving personnel.
-
(9) Coordination and review of other major information security matters.
The specific implementation status is disclosed on the Company’s website under the Stakeholders section / Corporate Governance / Information Security Management.
- Resources Invested in Information Security Management::
Including the procurement of software and hardware equipment, implementation of security monitoring, personnel training, and information security awareness promotion.
-
(1) Establishment of secure network systems, including gateway defense and control, domain management, and antivirus software management.
-
(2) Implementation of monitoring programs for real-time network and host status monitoring.
-
(3) Review of security standards, including firewall configuration standards and router configuration standards.
-
(4) Establishment of backup management rules and backup system maintenance plans.
-
(5) Periodic review of information security status assessments and enhancement of hardware and software systems.
-
(6) Information security talent training.
-
(7) Employee information security education, training, and awareness promotion.
107
6.Organizational Structure of Information Security Management:
To strengthen the Company’s information security management and ensure the security of data, systems, and networks, the Information Technology Department serves as the dedicated information security unit. It is staffed with one information security supervisor and one information security personnel, responsible for promoting, coordinating, supervising, and reviewing information security management matters. The unit also monitors and assesses trends in the information environment, evaluates information security risks and protective measures, and ensures the continuous and effective operation of the internal information security management mechanism.
The audit unit is responsible for supervising the implementation of internal information security controls. In the event that deficiencies are identified during audits, the audited units are required to propose relevant corrective action plans and specific improvement measures. Follow-up reviews are conducted on a regular basis to monitor the effectiveness of such improvements, thereby reducing internal information security risks.
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Information Security Supervisor
Information Security Team Document Control Team Information Security Audit
T
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7. Intellectual Property Management Plan:
In accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, intellectual property management has been incorporated into the Company’s corporate governance framework, highlighting its importance to corporate governance. The Company will comply with relevant corporate governance regulations and, taking into account industry characteristics and operational conditions, formulate appropriate intellectual property management plans to safeguard its intellectual property rights and trade secrets, while also respecting the intellectual property rights of others, with the aim of achieving sustainable operations. The Company regularly (at least once a year) reports the implementation status of intellectual property management to the Board of Directors. The results for fiscal year 2025 were reported to the 4th Meeting of the 20th Board of Directors held on December 24, 2025.
I. Management Measures:
(1) Trademarks
The application and protection of the Company’s trademarks are centrally administered by the Administration Department. All units using the trademarks (including internal departments or authorized external organizations) shall use the trademarks in accordance with the designs specified in the Company’s Corporate Identity Manual and shall not arbitrarily alter or modify the trademark designs.
Where affiliated enterprises or third parties require the use of the Company’s trademarks for business purposes, the relevant rights and obligations, as well as the intended use, shall be clearly specified in writing. Such use shall be subject to confirmation by the Company’s Public Affairs Department to ensure compliance with the Corporate Identity Manual before the trademarks may be used externally.
(2) Trade Secrets
Access control measures are implemented. Non-employee visitors are required to register their identity upon entry, and must be accompanied by Company personnel throughout their visit. Through contracts, work rules, and internal regulations, all employees are required to place importance on the protection of
108
trade secrets and are bound by confidentiality obligations with respect to economically valuable plans, documents, customer lists, and business information. Such obligations apply during employment and continue after resignation. Trade secrets shall not be used for personal purposes or disclosed without authorization.
Business units responsible for trade secrets shall adopt appropriate confidentiality measures in accordance with the nature of their operations to safeguard the Company’s trade secrets.
II. Management Plan
(1) Trademarks
The Company conducts regular reviews and assessments of its trademarks to verify their usage status. Through trademark monitoring provided by the Intellectual Property Office, the Company promptly takes appropriate actions against any potential infringement of its trademark rights, in order to prevent customer losses or damage to the Company’s reputation arising from confusion or misidentification.
- (2) Trade Secrets
Internal regulations and contracts with all employees require that all personnel shall be bound by confidentiality obligations with respect to business information obtained directly or indirectly in the course of performing their duties. In addition, the Company has established relevant internal information security control policies and procedures, and conducts regular security updates of information systems and equipment to reduce the risk of confidential information leakage.
Furthermore, the Company has established response measures for incidents involving confidential information leakage and conducts regular drills to ensure that potential damages are minimized when such risks occur. For contracts that may involve trade secrets, the Company assesses whether to include confidentiality clauses, penalty provisions, and compensation terms to ensure that counterparties comply with their confidentiality obligations.
- (II) In the most recent year and as of the date of publication of the annual report, there was major cybersecurity incident. The system is stored off-site immediately, with a local backup mechanism strengthened.
109
Ⅶ. Im ortant contracts p
| Nature of contract | Parties | Beginning and end dates of contract |
Major content | Restrictive clauses |
|---|---|---|---|---|
| CFS service | Yang Ming Marine Transport Cor- poration |
2025/7/1–2027/6/30 | Container operations at Kee- lung Wharf |
None |
| 2026/1/1–2026/12/31 | Container distribution op- erations at Wudu Station |
None | ||
| 2025/7/1–2027/6/30 | Container operations at Tai- chung Terminal |
None | ||
| CFS service | Orient Over- seas Container Line (OOCL) Taiwan agent: OOCL (Tai- wan) Co., Ltd. |
Since 2009/1/1 – until notice |
Management of container operations and related equipment maintenance at Kaohsiung Wharf 65 and 66 |
None |
| Since 2024/1/1 – until notice |
Container cargo operations at Taichung Terminal |
None | ||
Container cargo operations at Keelung Terminal |
None | |||
| CFS service | CMA CGM Shipping Agency Co., Ltd. |
2026/1/1–2029/12/31 | Container-related operations at Keelung Terminal |
None |
| 2026/1/1–2029/12/31 | Container-related operations at Taichung Terminal |
None | ||
| CFS service | TS Lines Co., Ltd. |
2026/1/1–2026/12/31 | Container-related operations at Wudu Station |
None |
| 2024/4/1–2026/3/31 | Container-related operations at Taichung Terminal |
|||
Container-related operations at Keelung Terminal |
None | |||
| CFS service | Maersk Line A/S (Denmark) / Taiwan agent: Maersk Taiwan Shipping Agency Co., Ltd. |
2023/4/1–2026/3/31 | Container-related operations at Taichung Terminal |
None |
2023/1/1–2026/3/31 |
Container-related operations at Keelung Terminal |
None | ||
| CFS service | Formosa Plas- tics Marine Corporation |
Contract terminated | Container-related operations at Keelung Terminal |
None |
| CFS service | COSCO Ship- ping Lines Co., Ltd. |
Since 2021/8/1 – until notice |
Container-related operations at Wudu Station |
None |
| CFS service | Hua Hao Ship- ping Co., Ltd. |
Since 2021/8/1 – until notice |
Container-related operations at Wudu Station |
None |
| Container-related operations at Taichung Terminal |
None | |||
Container-related operations at Keelung Terminal |
None | |||
| CFS service | PA Alliance | 2025/4/1–2028/3/31 | Container-related operations at Keelung Terminal |
None |
| CFS service | Haohai Interna- tional Logistics Co.,Ltd. |
Since 2025/7/1 – until notice |
Provision of human re- sources |
None |
| CFS service | ONE (Ocean Network Ex- press) Taiwan Shipping Agency Co., Ltd. |
2025/4/1–2026/3/31 | Container-related operations at Keelung Terminal |
None |
Container-related operations at Wudu Station |
||||
| Container-related operations at Taichung Terminal |
||||
| CFS service | Hapag-Lloyd Taiwan Co., Ltd. |
2024/5/1–2027/4/30 | Container-related operations at Keelung Terminal |
None |
| CFS service | Ningbo Ocean Shipping Co., Ltd. |
Since 2021/10/1 – until notice |
Container operations at Kee- lung Wharf |
None |
110
Five. Review and Analysis of Financial Position and Financial Performance, and Risk Assessment
I. Financial position
(I) Analysis of financial position comparison
Unit: NTD thousand
| Year Item |
2024 |
2025 | Difference | Difference | Remarks |
|---|---|---|---|---|---|
| Amount | % |
||||
| Current assets | 1,709,125 | 1,651,175 | (57,950) | -3.39% | |
| Long-term equity invest- ment |
1,096 | 491 | (605) | -55.20% | Note 1 |
| Fixed assets | 4,330,079 | 4,577,277 | 247,198 | 5.71% | |
| Other assets | 3,768,198 | 3,988,061 | 219,863 | 5.83% |
|
| Total assets | 9,808,498 | 10,217,004 | 408,506 | 4.16% |
|
| Current liability | 1,292,072 | 1,459,889 | 167,817 | 12.99% |
|
| Long-term liabilities |
1,014,063 | 1,620,380 | 606,317 | 59.79% |
Note 2 |
| Various reserves | - |
- |
- |
- | |
| Other liabilities | 4,229,097 | 3,822,516 | (406,581) | -9.61% | |
| Total liabilities | 6,535,232 | 6,902,785 | 367,553 | 5.62% |
|
| Share capital | 1,484,235 | 1,484,235 | - |
- | |
| Capital surplus | 139,012 | 150,466 | 11,454 | 8.24% |
|
| Retained earnings |
2,084,618 | 2,104,832 | 20,214 | 0.97% |
111
| Other adjustments | (446,554) | (439,809) | 6,745 | -1.51% | |
|---|---|---|---|---|---|
| Equity attributable to own- ers of parent |
3,261,311 | 3,299,724 | 38,413 | 1.18% | |
| Total shareholders’ equity |
3,273,266 | 3,314,219 | 40,953 | 1.25% | |
| Analysis for the increase or decrease of 20%: Note 1. Decrease in long-term equity investments: mainly attributable to the disposal of investments accounted for using the equity method and the recognition of investment losses. Note 2. Increase in long-term liabilities: mainly attributable to an increase in long-term bank borrowings. |
Note 1. Decrease in long-term equity investments: mainly attributable to the disposal of investments accounted for using the equity method and the recognition of investment losses. - - Note 2. Increase in long term liabilities: mainly attributable to an increase in long term bank borrowings.
112
II. Financial performance
(I) Analysis of financial performance comparison
| (I) Analysis of financial performance comparison | (I) Analysis of financial performance comparison | (I) Analysis of financial performance comparison | (I) Analysis of financial performance comparison | (I) Analysis of financial performance comparison | (I) Analysis of financial performance comparison |
|---|---|---|---|---|---|
| Unit: NTD thousand | |||||
| Year Item |
2024 |
2025 | Amount increased (decreased) |
Percentage of change (%) |
Notes |
| Operating income |
3,285,815 | 3,367,572 |
81,757 |
2.49% |
|
| Operating cost | 2,735,427 | 2,796,196 |
60,769 |
2.22% |
|
| Gross operating profit | 550,388 | 571,376 |
20,988 |
3.81% |
|
| Operating expenses |
209,315 | 220,759 |
11,444 |
5.47% |
|
| Operating income |
341,073 | 350,617 |
9,544 |
2.80% |
|
| Non-operating income | 15,873 | 15,900 |
27 |
0.17% |
|
| Non-operating expense | 187,813 | 162,685 |
(25,128) |
-13.38% |
|
| Income before income tax |
169,133 | 203,832 |
34,699 |
20.52% |
Note 1 |
| Income tax expenses |
53,129 | 43,336 |
(9,793) |
-18.43% |
|
| Net profit after tax for the period |
116,004 | 160,496 |
44,492 |
38.35% |
Note 2 |
| Analysis for the increase or decrease of 20%: Note 1. Profit before tax for the current period is primarily attributable to an increase in operating revenue. Note 2. Increase in netprofit after tax for theperiod: mainlyattributable to an increase in operatingrevenue. |
113
III. Cash flow
(1)Analysis of cash flow
Unit: NTD thousand
Net cash inflow of the full year Remedial measures for cash shortfall Cash and cash equivalents at the Net cash inflow (outNet cash inflow (outflow) Cash balance (deficit) beginning of the flow) from operating from investing and financInvestment plans Financing plans year activities for the year ing activities for the year - - 755,321 878,648 (913,393) 720,576
Analysis of Changes in Cash Flows and Liquidity for the Current Year:
-
Operating Activities: Net cash inflow from operating activities amounted to NT$878,648 thousand.
-
Investing and Financing Activities: The Company invested in the acquisition of major operational equipment and distributed cash dividends. In addition, financing activities were arranged in accordance with actual business development needs.
-
Remedial Plan for Liquidity Shortfall: Not applicable.
(2) Analysis of Changes in Cash Flows for the Coming Year (2026):
Unit: NTD thousand Expected annual Remedial measures for expected cash shortfall Cash and cash equivaExpected annual net cash innet cash inflow Expected cash ballents at the beginning of flow (outflow) from operating (outflow) from inance (deficit) the year activities vesting and financInvestment plans Financing plans ing activities - - 720,576 905,007 (970,246) 655,337
Analysis of Changes in Cash Flows and Liquidity for 2026:
-
Operating Activities: Net cash inflow from operating activities amounted to NT$905,007 thousand.
-
Investing and Financing Activities: The Company invested in the acquisition of major operating equipment and distributed cash dividends. In addition, financing activities were arranged in accordance with actual business development needs.
-
Remedial Plan for Liquidity Shortfall: Not applicable.
114
-
IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year: None.
-
V. Reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year: None.
-
VI. Risk analysis and assessment
-
(I) Effect upon the company’s profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:
-
The Company regularly assesses the interest rates of deposits and loans, and often communicates with the financial institutions for more favorable interest rates.
-
The principle of the Company’s fund planning is conservative and robust, while referring to the financial, economic, and foreign exchange information; but the Company never engages in foreign exchange operations.
-
The changes in the inflation during the most recent year does not impact the Company’s operation, profit and loss significantly.
-
-
(II) Policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future: Due to the consideration of risks, the Company does not engage in high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the implementation of related policies are based on the Company’s Articles of Incorporation, and the operating procedures specified in the management regulations.
-
(III) Future R&D Plans and Estimated R&D Expenditures:
-
Integration of operational system resources, including ERP systems (AP/AR), MMS, and HR.
-
Procurement of two new quay cranes (No. 10-6 and 10-7) for Taichung Terminal.
-
Procurement of two new rail-mounted gantry cranes (RMGs) for Taichung Terminal.
-
Development of a new 270-meter container yard storage area at Taichung Terminal.
-
Procurement of four electric forklifts for warehouse operations at Taichung Terminal..
-
Installation of reefer container power supply equipment and monitoring systems at Keelung Terminal..
-
Procurement of two reach stackers for terminal operations at Keelung Terminal.
-
Installation of a smart energy management system and a 2,000 kW energy storage system at Keelung Terminal.
-
The total estimated investment for the above projects is approximately NT$820 million..
-
(IV) Effect on the company’s financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:
-
In recent years, changes in important domestic and foreign policies, related laws and regulations have no major impact on the Company’s finance and business. The Company will continue to comply with the relevant government laws and regulations in the future, to operate robustly and grow steadily.
-
(V) Effect on the company’s financial operations of developments in science and technology as well as industrial change, and measures to be taken in response: Changes in science and technology has had no significant impacts on the Company’s finance and business in the recent year; provided, to response to the contemporary trends and for the better competitiveness, the Company will keep on maintaining high sensitivity, and expand the business opportunities in the competitions of the industry by following the contemporary context.
-
(VI) Effect on the company’s crisis management of changes in the company’s corporate image, and measures to be taken in response: In recent year, while facing the fierce competition pressure, the Company make great efforts to improve itself and cultivate the core business; to enhance the strengths of the corporate organization and counter the natural disasters, the handling process and steps are established for the contingency mechanism; a task force will be set up when a crisis occurs for the replacement and resolution based on the contingency plans, to minimize the harms and impacts on business.
-
(VII) Expected benefits and possible risks associated with any merger and acquisitions,
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and mitigation measures being or to be taken: None of such in the most recent year and up to the publication date of the annual report.
-
(VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: None.
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(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken: None.
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(X) Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken:
-
There has been no major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred in the most recent year.
-
(XI) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None.
-
(XII) List major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company’s securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report:
-
Major litigious, non-litigious or administrative disputes involving the Company, being concluded by means of a final and unappealable judgment, or are still under litigation, could materially affect shareholders' equity or the prices of the company’s securities: None.
-
Major litigious, non-litigious or administrative disputes involving any director, any supervisor, the general manager, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company, being concluded by means of a final and unappealable judgment, or are still under litigation, could materially affect shareholders' equity or the prices of the company’s securities: None.
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(XIII) Other important risks: With the development of the international fintech, corporates face increasing information risks. The Company’s information security policy:
To implement information security management and prevent potential intentional or accidental threats from internal or external sources, the Company ensures the confidentiality, integrity, and availability of employee data, information systems, network operations, and information assets. In accordance with relevant laws and regulations, the Company has established an information security policy to achieve information security and business continuity objectives..
The visions of the Company’s information security:
-
Enhancing the information security awareness of all employees.
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Preventing data leakage.
-
Maintaining the normal operation of the systems during the business course
-
Ensuring the continuous availability of the information services.
-
The goals of the Company’s information security:
-
Promotion of the information security policies.
-
Division of authority and responsibility for information security.
-
Personnel management and information security education and training.
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Security management for computer systems.
-
Security management for network
-
Management of system access and control.
-
Security management of system development and maintenance.
-
Security management of information assets.
-
Security management of physical and environment.
-
Management of business sustainable operation.
-
Other information security management.
VII. Other important matters: None.
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Six. Special Items to be Included
I. Information of affiliates
- (I) Consolidated Business Report of Affiliates
1. Organizational chart of the affiliates
| 99.63% CCTC Friend Stevedore Co., Ltd. |
99.63% CCTC Friend Stevedore Co., Ltd. |
China Container Terminal Co.,Ltd. |
China Container Terminal Co.,Ltd. |
China Container Terminal Co.,Ltd. |
China Container Terminal Co.,Ltd. |
China Container Terminal Co.,Ltd. |
China Container Terminal Co.,Ltd. |
||
|---|---|---|---|---|---|---|---|---|---|
| CCTC Friend Stevedore Co., Ltd. |
7.72% | CCTC Investment Company Limited |
Ming Yang Investment Co., Ltd. |
||||||
| 70% 67.25% Tai Yunnn Enterprise Co., Ltd. Anyo System Co., Ltd. |
2. Basic information of the affiliates
Unit: NT$ thousand
| Unit: NT$ thousand | ||||
|---|---|---|---|---|
| Name of enterprise |
Date of incorporation |
Address | Paid-in capital | Major operations or productions |
| CCTC Friend Stevedore Co., Ltd. |
November 1997 | No. 21-7, Linhai 1st Rd., Gushan Dist., Kaohsiung City |
80,000 | Ship stevedore operator at commercial port area |
| CCTC Investment Company Limited |
September 1997 | 8F., No. 71, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City |
83,770 | Investment |
| Ming Yang Investment Co., Ltd. |
July 1999 | 8F., No. 71, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City |
7,000 | Investment |
| Anyo System Co., Ltd. | November 2011 | 8F., No. 71, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City |
5,000 | System devel- opment and maintenance |
| Tai Yunnn Enterprise Co., Ltd. |
June 1994 | No. 21-7, Linhai 1st Rd., Gushan Dist., Kaohsiung City |
30,000 | Container clearance and return at container yard, repair and cleaning of containers, repair of refrig- eration and electrical parts, and rental and return of containers. |
-
Information of common shareholders of the companies presumed to have a relationship of control and subordination: None.
-
The industries covered by the business operated by the affiliates overall
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The industries covered by the business operated by the affiliates overall mainly include:
-
(1) Core business:
-
a. CFS operator at the wharfs and port, as well as inland
-
b. Operations of container maintenance and repair
-
c. General and bonded warehouse
-
d. Packaging.
-
e. Lease, repair and maintenance of the operating machines and tools related to item a.
-
f. Agency service of the operating machines and tools related to item for the distribution, repair and maintenance.
-
g. Consultancy of computer information of automation and software service for the CFS.
-
h. Ship stevedore operator at commercial port area.
-
(2) Others: general investments, system development and maintenance.
Please refer to the basic information of each affiliate for their major operations and productions.
5. Information of the directors, supervisors, and general managers of the affili-
ates
March 26, 2024
| March 26, 2024 | ||||
|---|---|---|---|---|
| Name of enterprise | Job title | Name or the representative | No. of shares held | |
| Quantity | Shares Ratio | |||
| Zhong-You Shipping Co., Ltd.(Note 1) |
Chairman | China Container Terminal Cor- poration Representative: Lin,Hong-Ying |
7,970,500 | 99.63% |
| Director | China Container Terminal Cor- poration Representative: Huang, Kuo- Liang |
7,970,500 | 99.63% | |
| Director | China Container Terminal Cor- poration Representative: Chu, Lung- Hsing |
7,970,500 | 99.63% | |
| Supervi- sor |
Chen, Cheng-Hung | 500 | 0.01% | |
| Managers | Huang,Kuo-Liang | - |
- |
|
| CCTC Investment Company Limited (Note 2) |
Chairman | China Container Terminal Cor- poration Representative: Lin,Wen-Bor |
7,724,000 | 92.21% |
| Director | China Container Terminal Cor- poration Representative: Lin,Hong-Ying |
7,724,000 | 92.21% | |
| Director | China Container Terminal Cor- poration Representative: Lin,Tzu-Jay |
7,724,000 | 92.21% | |
| Supervi- sor |
Chen, Cheng-Hung | 5,000 | 0.06% | |
| Managers | Lin,Wen-Bor | - |
- |
|
| Ming Yang Investment Co., Ltd.(Note 3) |
Chairman | China Container Terminal Cor- poration Representative: Lin,Ya-Ying |
697,200 | 99.60% |
| Director | China Container Terminal Cor- poration Representative: Lin,Hong-Ying |
697,200 | 99.60% |
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| Name of enterprise | Job title | Name or the representative | No. of shares held | No. of shares held |
|---|---|---|---|---|
| Quantity | Shares Ratio | |||
| Director | China Container Terminal Cor- poration Representative: Lin,Tzu-Jay |
697,200 | 99.60% | |
| Supervi- sor |
Chen, Cheng-Hung | - |
- |
|
| Managers | Lin,Ya-Ying | - |
- |
|
| Anyo System Co., Ltd. (Note 4) |
Chairman | CCTC Investment Company Limited Representative: Lin,Wen-Bor |
350,000 | 70% |
| Director | CCTC Investment Company Limited Representative: Lin,Tzu-Jay |
350,000 | 70% | |
| Director | Hsu, Shu-Mei | - |
- |
|
| Supervi- sor |
Lin, Ya-Ying | - |
- |
|
| Managers | Lin,Wen-Bor | 150,000 | 30% | |
| Tai Yunnn Enterprise Co., Ltd.(Note 5) |
Chairman | CCTC Investment Company Limited Representative: Lin,Wen-Bor |
2,017,500 | 67.25% |
| Director | CCTC Investment Company Limited Representative: Lin,Tzu-Jay |
2,017,500 | 67.25% | |
| Director | Hsuan Tsao Enterprise Co., Ltd Representative: Ma, Chien- Chien |
982,500 | 32.75% | |
| Supervi- sor |
Lin, Tzu-Jay | - |
- |
|
| Managers | Lin,Yung-Tai | - |
- |
- Note 1: On September 6, 2017, the Company made a capital reduction to cover the loss of NT$120,000 thousand and issued new shares of NT$50,000 thousand, resulting in total paid-in capital of NT$80,000 thousand.
Note 2: On November 3, 2008, the Company made a capital reduction to cover the loss of NT$438,930 thousand, resulting in total paid-in capital of NT$48,770 thousand.
On July 27, 2020, the Company made a capital increase by issuing new shares of NT$35,000 thousand, resulting in total paid-in capital of NT$83,770 thousand. Note 3: On March 9, 2015, the Company made a capital reduction and refund to the shareholders of NT$140,000 thousand, resulting in total paid-in capital of NT$7,000 thousand.
Note 4: Subsidiary CCTC Investment Company Limited acquired 70% equity of Anyo System in cash on April 19, 2021; the scope of business of Anyo System is system development and maintenance.
Note 5: Subsidiary CCTC Investment Company Limited acquired 66.67% equity of Tai Yunnn Enterprise Co., Ltd. in aggregate on October 5 and December 15, 2022, respectively; the scope of business of Tai Yunnn Enterprise Co., Ltd. is the return of empty CY, maintenance and cleaning of containers, maintenance of freezer units, and the lease and return of containers.
6. Operation overview of each affiliate
| Name of enterprise | Paid-in capital |
Total assets |
Total liabilities |
Share- holders’ equity |
Operating income |
Operating income (loss) |
In- come/loss of the period |
Earnings per share (NT$) (after tax) |
|---|---|---|---|---|---|---|---|---|
| CCTC Friend Stevedore Co., Ltd. | 80,000 | 189,477 |
55,059 |
134,418 |
389,369 |
12,187 |
7,935 |
0.99 |
| CCTC Investment Company Limited |
83,770 | 198,829 |
7,246 |
191,583 |
11,366 |
9,916 |
9,824 |
1.17 |
| Ming Yang Investment Co., Ltd. | 7,000 | 150,539 |
4,076 |
146,463 |
6,158 |
6,065 |
4,939 |
7.06 |
| Anyo System Co., Ltd. | 5,000 | 14,804 |
3,541 |
11,263 |
23,400 |
6,743 |
5,433 |
10.87 |
| Tai Yunnn Enterprise Co., Ltd. | 30,000 | 69,481 |
34,767 |
34,714 |
114,713 |
4,732 |
3,483 |
1.16 |
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-
(II) Consolidated financial statements of affiliates: Please refer to the Market Observation Post System.
-
(III) Representation Letter of consolidated financial statements of affiliates: Please refer to Market Observation Post System.
-
(IV) Reports on Affiliates: not applicable.
-
II. Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:None.
-
III. Other matters that require additional description: None.
Seven. Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company’s securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
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Eight. Appendix
China Container Terminal Corporation
Codes of Ethical Conduct
Article 1 (Purpose )
The Codes are adopted for the purpose of encouraging directors, managerial officers, and other employees of the Company to act in line with ethical standards, and to help interested parties better understand the ethical standards of the Company.
Article 2 (Applicable targets)
The Codes are applicable to the directors, managerial officers, and other employees of the Company. The said applicable targets are referred as “the personnel” hereinafter.
- Article 3 (Principle of ethics)
The Company and the personnel shall hold the responsibility of honesty and hardworking, comply with the following ethic codes of conducts, and fulfill their duties.
- Article 4 (Prevention of conflicts of interest)
The personnel shall perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship.
Where any conflict of interest is involved in any operation or business of the Company, relevant persons of the Company shall take the initiative to inform the Company whether they have loans of funds, provisions of guarantees, significant asset transactions, purchases (or sales) of goods, or other potential conflicts of interest involving the Company or its affiliated enterprise.
- Article 5 (Minimizing incentives to pursue personal gain)
The personnel are prohibited from engaging in the following conduct:
I. Seeking or obtaining an opportunity to pursue personal gain by using company property or information or taking advantage of their positions.
II. Competing with the Company.
III. Other conducts prohibited specified the Codes or other regulations of the Company.
IV. When the Company has an opportunity for profit, it is the responsibility of the Directors and managerial officers to maximize justifiable and legal benefits that can be obtained by the Company.
Article 6 (Confidentiality)
The personnel shall be bound by the obligation to maintain the confidentiality of any information regarding the company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the company or the suppliers and customers.
The personnel shall faithfully fulfill their duties and not leak any secret or related information regarding the business; without an authorization, the documents and books shall not be shown to others. The “Service Commitment,” other non-disclosure agreements, and the regulations of “Working Rules” shall be complied with.
Article 7 (Prohibition of insider trading)
The personnel shall comply with the laws and regulations related to the prevention of insider trading; when knowing any undisclosed material information of the Company, before anyone or its unit authorized to release such information release the information pursuant to related laws and regulations, and within the period required by laws and regulations after the release, no marketable securities related to the information shall be traded.
Article 8 (Fair trade)
The personnel shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of
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the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.
- Article 9 (Safeguarding and proper use of company assets)
The personnel have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the Company’s profitability. The assets referred in the preceding paragraph include tangible and intangible assets
- Article 10 (Legal compliance)
The Company and the personnel shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.
- Article 11 (Encouraging reporting on illegal or unethical activities)
When the personnel suspect or find any conduct violating laws and regulations, or the Codes, they shall report such to the managerial officers, internal audit officers or other proper personnel while providing related information for the Company to handle the subsequent matters.
The Company has established the “Procedures of Handling Internal and External Whistleblowing,” permitting the anonymous whistleblowing. All reported matters are kept fully confidential, and verified via the independent channel to protect the safety of the whistle blowers)
- Article 12 (Disciplinary measures and reliefs)
When personnel violate the Codes, the Company shall, depending on the violation, assesses the actual harm to the Company or any individual’s interests, and properly cites the related laws and regulations or the Company’s managerial regulations based on the level of the violator to take disciplinary action.
The Company provides a channel of relief to the violators of the Codes to maintain fairness and justice.
- Article 13 (Procedures for exemption)
The personnel may be exempted from compliance with the Codes be adopted by a resolution of the Board, and that information on the date on which the Board adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, so that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.
- Article 14 (Procedures for exemption)
The Company shall disclose the code of ethical conduct it has adopted, and any amendments to it, on its company website, in its annual reports and prospectuses and on the MOPS.
Article 15 (Enforcement)
The Codes are enforced upon the approval of the Board, delivered to each supervisor and submitted to the shareholders’ meeting; the same applies to the amendments. Approved in the Board meeting on March 16, 2015 for enforcement. The 1st amendments were made on November 11, 2020. The second amendment was made on August 10, 2022.
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China Container Terminal Corporation
Chairman: Lin, Hong-Nian Publication date: March 31, 2026
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