Capital Securities Corporation
Stock Code: 6005
Annual report inquiry website: http://mops.twse.com.tw
Corporate Website: http://www.capital.com.tw

CAPITAL

2025 Annual Report

Capital Securities Corporation

Notice to readers This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Capital Care 群益關心您

CAPITAL 2025

ANNUAL REPORT

Spokesperson

Name: Tsao, Guang-Chih

Title: Deputy General Manager

Tel: (02)8789-8888

E-mail: [email protected]

Acting spokesperson

Name: Tsai, Wen-Chuan and Huang, Chi-Ming

Title: Senior Manager, Deputy General Manager

Tel: (02)8789-8888

E-mail: [email protected]

Addresses and telephones of Headquarters and branch offices

Address of Headquarters: 11F, No. 156, Section 3, Minsheng East Road, Songshan District, Taipei City

Tel: (02)8789-8888

Addresses and telephone numbers of branch offices: See VIII. Addresses and Telephones of Headquarters, Branch Offices and Affiliates

Stock transfer agent

Name: Stock Agency Department of Capital Securities

Address: B2, No. 97, Section 2, Dunhua South Road, Da' an District, Taipei City

Tel: (02)2703-5000

Website: https://www.capital.com.tw/agency/

Names of CPAs for the most recent fiscal year

Firm name: KPMG Taiwan

Name of CPAs: Wu, Cheng-Yen; Chen, Yi-Jen

Address: 68F, No. 7, Section 5, Xinyi Road, Taipei City (Taipei 101)

Tel: (02)8101-6666

Website: http://www.kpmg.com.tw

Name of any exchanges where the Company's securities are traded offshore & the method by which to access information on said offshore securities

None

Company website:

https://www.capital.com.tw

CAPITAL | 2025 ANNUAL REPORT

002 I. Letter to Shareholders

005 II. Corporate Governance Report

005 I. Background information of directors, supervisors, president, executive vice presidents, senior vice presidents, and heads of various departments and branches
021 II. Remuneration paid to directors, supervisors, president, and vice presidents in the most recent year
024 III. Corporate governance
049 IV. Information on auditor's fees
093 V. Information on replacement of CPA
093 VI. If the company's chairman, general manager, or the manager responsible for financial or accounting matters has been employed by a CPA firm or its affiliates during the past year, they should disclose their name, position, and period of employment at the CPA firm or its affiliated companies
094 VII. VII. Change in equity interests by a director, supervisor, manager, or major shareholder
094 VIII. Information on the relationships among the top ten shareholders
095 IX. Combined shareholding in any single investee company by the Company, its directors, supervisors, managers, and enterprises directly or indirectly controlled by the Company

096 III. Capital Raising Activities

096 I. Capital and shares
099 II–VIII. Corporate bonds, preferred shares, global depository receipts, employee stock warrants, restricted stock awards, and mergers and acquisitions; implementation of capital allocation plans

100 IV. Business Overview

100 I. Scope of business
110 II. Market and production/sales overview
115 III. Employees
116 IV. Information on environmental protection expenditures
116 V. Labor relations
127 VI. Cybersecurity management
127 VII. Working environment and employee safety measures
127 VIII. The Company's work environment and employee safety measures
130 IX. Status of establishment of employee code of conduct or ethics

132 V. Review and Analysis of Financial Position and Financial Performance and Risks

132 I. Financial position
133 II. Financial performance
134 III. Cash flow
136 IV. Impacts of material capital expenditures in the most recent year on financial operations
136 V. The Company's reinvestment policy during the most recent fiscal year, main reasons for the profits/losses generated thereby, improvement plans, and investment plans for the coming year
137 VI. Risk matters
147 VII. Crisis management and response mechanism
148 VIII. Other Important Matters

149 VI. Special Items to Be Included

149 I. Information on affiliates
149 II. Private placement of securities during the most recent fiscal year and up to the date of publication of the annual report
149 III. Other matters that require additional description

150 VII. Matters having a material impact on shareholders' equity or the prices of the company's securities

151 VIII. Addresses and Telephones of Headquarters, Branch Offices and Affiliates

155 Appendixes

I. Letter to Shareholders

2025 was a pivotal year for the world as it transitioned from the "post-pandemic inflationary era" to a "new economic order." AI is moving toward commercialization, and geopolitical fragmentation is reshaping the global supply chain.

AI is transforming its focus from "compute power arms race" to "application monetization." Generative AI has become a central focus, driving expansion in data centers, GPUs, AI servers, infrastructure, and power demand, while accelerating the development of AI agents and creating a unique self-reinforcing investment cycle. The capital market is tightening requirements for AI-related financial reporting. Start-ups lacking viable business models are facing valuation corrections, while funding is concentrated on tech giants with strong competitive advantages, resulting in market valuations exceeding US$4 trillion for NVIDIA and Google.

Trump restarted the tariff war after taking office on January 20, 2025. In April, he pushed for "reciprocal tariffs," triggering a global stock market decline. "Security" has replaced "efficiency" as the new trade standard. The reshoring of manufacturing to the US is gaining momentum, with Taiwan's semiconductor industry serving as a key indicator. Europe and the US are also increasing tariffs or quotas on China's electric vehicles and green energy products, leading to escalating trade friction.

The international economic situation is volatile, yet capital remains strong. Stocks in AI applications and the hardware and power sectors supporting the infrastructure – particularly those with genuine earnings and future growth prospects – have performed strongly, while those lacking growth momentum have remained relatively stable.

In 2025, all four major US stock indices reached new highs simultaneously. Japan benefited from its economic recovery, Sanae economics, and a balance between prices and interest rates, with the Nikkei 225 continuing to reach new highs. The TWSE rebounded 67.3% from its April low, climbing 5,928 points to 28,963, a 25.7% gain for the year. TSMC's 46.6% increase over the year helped propel the TWSE to a new all-time high.

Despite the volatile business environment, the Company's management team maintained a prudent management philosophy, balancing risks and profits. In 2025, the Company's overall operating results yielded a profit before tax of NT$6,516,651 thousand and a net profit after tax of NT$5,735,934 thousand, achieving a record high.

The following is a summary of the Company's business operations in 2025:

I. Brokerage business: The brokerage market share has continued to grow over the past three years, increasing from 3.44% in 2023 to 3.58% in 2024 and reaching 3.71% in 2025. This represents an 8% increase in market share over three years, ranking the firm as No. 1 among independent securities firms. In terms of separate accounts, the average balance in 2025 was NT$40.9 billion, and the average balance for unrestricted use was NT$30.3 billion, both ranking second in the market and demonstrating the growth momentum and stable client base of the leading independent securities firm.

II. Underwriting Business: The capital market was active in 2025, with the total amount of lead and co-underwriting reaching approximately NT$8 billion. The company acted as lead underwriter for the IPO of SysJust, for the SPO of Pan German Universal Motors and Zheng De (convertible corporate bonds), as well as for cash capital increases of Solid State System and Brogent Technologies. Total underwriting volume in 2025 grew significantly by 96% compared with 2024.

III. Stock transfer agency business: In 2025, the Company served a total of 391 stock transfer agency clients, an increase of 19 from the previous year, ranking third in the market by number of clients. We also served 62 proxy solicitation clients, up 9 from the previous year.

IV. Derivatives business: In 2025, the notional amount of call (put) warrants listed reached NT$74.3 billion, and 9,240 warrants were issued, ranking third in the market for both figures. Structured product issuance volume for the year totaled NT$50.5 billion, a 55% increase from the previous year.

V. Bond business: The underwriting amount of domestic ordinary corporate bonds during the year was NT$34.3 billion, accounting for a 4.4% market share. In terms of sustainability bonds, the company underwrote 18 issues totaling NT$11.2 billion during the year, accounting for 32.7% of its total underwriting volume—a 64% increase from the previous year—ranking second among domestic securities firms. The Company will continue to respond to the green and transition finance action plan, helping companies access funding and support their net-zero transition.

Capital Securities pursues the vision of "delivering high value-added services beyond customer expectations and becoming customers' long-term growth partners." Through the collective efforts of the Company and all colleagues, we received the following awards in 2025:

I. Awarded the "Social Empowerment Award" at the Asia Responsible Enterprise Awards for the "Capital Reading Program"

II. Awarded "Taiwan's Best Securities House" by Euromoney magazine

III. Awarded the "Best Securities Broker Brand for Media Volume Taiwan 2025" by International Business Magazine

IV. Awarded the "Best Companies to Work for in Asia," the "Diversity, Equity & Inclusion Award," and the "Most Caring Companies Award" by HR Asia

02CAPITAL | 2025 ANNUAL REPORT

Letter to Shareholders

V. Awarded one of the "Top 10 Outstanding Enterprises" at the 19th Golden Torch Award by the Outstanding Enterprise Manager Association, and the "Annual Innovation Design" for the CS Winner Pro APP.

VI. Awarded the "Outstanding Securities Talent Award" at the 18th Golden Goblet Awards by the Securities and Futures Association of the R.O.C..

VII. Awarded the "2025 Sustainable Development Practice Award" by BSI

VIII. Selected by the Taiwan Institute for Sustainable Energy (TAISE) as a winner of the 2025 Taiwan Corporate Sustainability Awards in the categories of "Sustainable Comprehensive Performance – Top 100 Sustainable Model Enterprises," "Sustainability Report Award – Gold Award," and "Sustainable Individual Performance – Talent Development Leadership Award."

For more awards and honors, please visit the Capital Securities website (https://www.capital.com.tw/web/#/about/award).

The brand value of Capital Securities is "Capital Care," and the Company has long embraced its role as a corporate citizen. Its ongoing "Capital Reading Program" campaign was honored in 2025 with the "Social Empowerment Award" – one of Asia's highest accolades in the ESG field – recognized by an international panel of experts.

I. "Capital Reading Program" won the Social Empowerment Award at the 2025 Asia Responsible Enterprise Awards (AREA), a prestigious recognition considered one of the highest honors in the Asian ESG field. This award affirms the effectiveness of "Capital Reading Program" in promoting educational equity and reducing the urban-rural gap, as acknowledged by a leading authority in Asia. Since 2012, the Company has continuously served over 4,000 students in rural areas through initiatives such as donating reading materials, providing volunteer reading support, and organizing city tours. Moreover, the Company has gradually expanded its reach to multiple counties and cities across Taiwan and is committed to realizing SDGs 4, 10, and 17, key sustainable development goals. This 14-year commitment has not only enabled children to broaden their horizons and enhance their reading and financial literacy, but also fostered a positive cycle of mutual growth between the company and society.

II. For the past 18 years, Capital Securities Group has held annual blood drives, collecting over 22,000 bags of blood to provide a stable and critical supply to Taiwan's medical system. The scale of these drives has expanded each year, demonstrating our commitment to corporate social responsibility. The 2025 event innovatively combined a "5D anti-fraud awareness campaign," handmade soaps made by people with disabilities and organic white rice from local small farmers, creating a blood donation drive with multiple benefits: health promotion, social care, financial security education, and local sustainability.

The following trends and focuses will shape global economic development in 2026:

I. Physical AI implementation

2026 is the first year for Physical AI, with autonomous driving and AI robots as key indicators. After NVIDIA and Tesla mass-produce humanoid robots, costs are expected to drop significantly, potentially sparking the third hardware revolution following smartphones and electric vehicles. Structural labor shortages in manufacturing will benefit Taiwan's precision machinery, servo motors, sensors, and the assembly supply chain.

II. Labor market restructuring

AI increasingly replaced entry-level white-collar jobs, customer service roles, and translator positions in 2025. After 2026, the impact of AI on the labor market will extend to highly educated, middle-class professionals, becoming more widespread. Middle-class jobs will undergo comprehensive reevaluation and consolidation, with fewer new jobs created than lost. Musk even predicts a future where human labor is no longer necessary, while Jensen Huang anticipates that AI will present new challenges and create novel employment opportunities.

III. Escalation of geopolitical tensions

In 2025, Panama withdrew from the Belt and Road Initiative and aligned itself with the US. In early 2026, Trump announced a reorganization of geopolitics in the Americas and proposed acquiring Greenland, prompting discussions within the EU and NATO. At the end of February 2026, the US and Israel conducted military strikes against Iran, worsening the situation in the Middle East, driving up energy and financial market volatility, exacerbating global inflationary pressures, and heightening geopolitical risks worldwide.

CAPITAL | 2025 ANNUAL REPORT

Letter to Shareholders

IV. Space Economy 2.0

In 2026, the cost of heavy-lift launch vehicles will decrease further, enabling global low-Earth orbit satellite deployment and the launch of 6G technology. SpaceX expects to go public in 2026, with an estimated valuation of over US$1.5 trillion. Taiwan's networking and communications and aerospace supply chain will benefit from the global satellite deployment race.

V. Reshaping the economic and trade landscape

In 2026, global trade fragmentation will split into a US-dominated system (US-Stack) and a China-led system (China-Stack). The trade war will escalate into a market access war, and companies will be forced to choose sides or split their operations. Taiwanese manufacturers must find a balance in the middle. Furthermore, China's weak domestic demand and its push to expand exports of electric vehicles, batteries, solar products, and mature-process chips will also impact emerging markets and the profits of Taiwan's traditional industries.

In light of the challenges posed by changing economic and financial circumstances, we have formulated the following 2026 operational plans and business development strategies:

I. With a cross-departmental collaboration mechanism to integrate internal resources, we will strengthen the organization's overall operational capabilities, transform resource advantages into growth momentum, connect various business units to provide one-stop financial services, and achieve group synergy.

II. Wealth management business – high-end and regional strategic positioning:

Build a complete value chain centered on differentiation and professionalism.
Provide real-time, personalized investment advice and global asset allocation through intelligent investment advisory and overseas sub-brokerage services.
Establish an Asian asset center to cultivate high-net-worth clients.

III. AI dual-engine transformation – intelligent services and smart investment

Introduce intelligent investment advisory, intelligent customer services, and an AI customer tagging system to improve customer satisfaction and loyalty.
Enhance trading efficiency, risk hedging capabilities, and investment returns through AI, including AI-assisted equity risk analysis, AI-supported trading, strategic model analysis and parameter optimization, as well as market alerts and forecasting.

IV. Sustainable talent development – talent development and succession mechanism

Business elite development program: Systematically cultivate employees' professional, service, communication, and data analysis skills, and optimize the salary, bonus, and reward and recognition system.
Succession plan: Ensure that there is an appropriate talent pool for each key position, and lay the foundation for the organization's long-term development with a more comprehensive system.

In the past year, the global economy has undergone significant changes due to the accelerated commercialization of AI and geopolitical restructuring. However, the Company still achieved record profits by leveraging flexible strategies and a professional team, demonstrating its operational resilience and strong execution capabilities. Looking to the future, the Company will continue to strengthen its core capabilities, integrate resources to maximize synergy, and simultaneously deepen its presence in high-end wealth management and Asian asset management centers. We will also combine AI to transform our operations and investment capabilities, and enhance organizational resilience through sustainable talent development to steadily expand our market influence.

At the same time, we firmly believe that truly sustainable profitability is based on sound governance and sustainable business practices. The Company will implement environmental responsibility, engage in social participation, and uphold high standards of corporate governance, creating robust performance while building a long-term, reliable value foundation for our shareholders.

Jenny Chou
Chairman
Capital Securities Corporation

CAPITAL | 2025 ANNUAL REPORT

Corporate Governance Report II.

I. Background information of directors, supervisors, president, executive vice presidents, senior vice presidents, and heads of various departments and branches

(I) Information of Directors (1)

February 28, 2026

Title	Partnership or office (if any organization)	Name	Gender and Age	Date of partnership (date of office)	Service type	First position/position/date	Deprivating of Group structure		Current participating		Discontinued by national and national activities		Owned held by group		Major (never considered to be active)	Concerns related to the Company and its relationship	Spouse or relatives of second or third position/position of former position/position of former position
							No. of shares	% of shares held	No. of shares	% of shares held	No. of shares	% of shares held	No. of shares	% of shares held			No. of shares	% of shares held
Chairman	R.O.C.	Yin Feng Enterprise Co., Ltd. Representative: Chou, Hou-Chen	Female 53-60 years old	2025.05.28	3 years	2013.06.29 2023.11.23	8,040,015 0	0.37% 0.00%	8,040,015 0	0.37% 0.00%	0	0.00%	0	0.00%	Bachelor's Degree in Accounting, National Taiwan University Senior Vice President, Capital Securities Corp. Director and General Manager, Taichung Bank Securities Co., Ltd. Manager, Capital Markets Department, Polani Securities Co., Ltd.	Chairman, CSC Venture Capital Corp. Chairman, CSC Private Equity Co.	None	None	None
Director	R.O.C.	Yin Feng Enterprise Co., Ltd. Representative: Liu, Ching-Yiun	Male 73-80 years old	2025.05.28	3 years	2013.06.29 1994.01.01	8,040,015 0	0.37% 0.00%	8,040,015 0	0.37% 0.00%	0	0.00%	0	0.00%	Master of Public Administration, University of San Francisco, USA Chief Auditor, Fiscal Information Agency, Ministry of Finance, Deposit Director, Securities Commission, Ministry of Finance, Executive Director and Supervisor, Taiwan, Securities Association Director and Supervisor, Taipei Exchange Vice Chairman and Chairman, Capital Securities Corp. Director, Yan Fu Venture Capital Co., Ltd.	Director, Capital Futures Corp. Director, Taiwan Class Technology Co., Ltd. Independent Director, Phương Lianthu Corp.	None	None	None
Director	R.O.C.	Yin Feng Enterprise Co., Ltd. Representative: Chou, Hsien-Yang	Male 61-70 years old	2025.05.28	3 years	2013.06.29 2026.01.02 (Note: 0)	8,040,015 0	0.37% 0.00%	8,040,015 10,000	0.37% 0.00%	0	0.00%	0	0.00%	Bachelor of International Trade, Tienkang University Finance Officer, Chief Accounting Officer, and Deputy General Manager of the Finance Department, Capital Securities Corp. Chief Accounting Officer, Senior Associate Manager of the Accounting Department, and Manager of the Review Department, Tri Tie Commercial Bank Co., Ltd.	Senior Specialist and Spokesperson of the General Managers Office, Capital Securities Corp. Supervisor, CSC Private Equity Co. Supervisor, CSC Venture Capital Corp. Supervisor, Capital Insurance Advisory Corp. Director, CSC Futures (HK) Ltd.	None	None	None
Director	R.O.C.	Hung Lung Enterprise Co., Ltd. Representative: Chu, Shu-Ei	Female 53-60 years old	2025.05.28	3 years	2016.06.27 2024.03.19	50,871,288 0	2.34% 0.00%	50,871,288 0	2.34% 0.00%	0	0.00%	0	0.00%	Master's Degree in Business Administration, National Taiwan University of Science and Technology CFO and Corporate Governance Officer, Solomon Technology Corporation Director and General Manager, and Supervisor, Solomon Goldenhill Display Corp. Director, Solomon Data International Corporation	Chairman, Tai Lian Investment Co., Ltd. Chairman, Yue Bow Enterprise Co., Ltd. Chairman, Reng Wong Co., Ltd. Director, HONSCC Venture Capital Co., Ltd. Supervisor, Chuan Suang Construction Development Co., Ltd. Yu Hei Doble Management Co., Ltd. Supervisor, Tai Yeh Co., Ltd. Manager of Assistant Office, Yue Chung Enterprise Co., Ltd.	None	None	None
Director	R.O.C.	Hung Lung Enterprise Co., Ltd. Representative: Lin, Tzu-Yi	Female 53-60 years old	2025.05.28	3 years	2016.06.27 2024.08.12	50,871,288 0	2.34% 0.00%	50,871,288 0	2.34% 0.00%	0	0.00%	0	0.00%	Master's Degree in International Finance, National Taipei University Administrative Director, TCY Cosmetics Ltd. HR Director, Carotia Corp. Administrative Director, BQool Co., Ltd. HR Director, Newegg International Service Co.	Director, Capital Futures Corp. Director, Fu He Jing Property Management Co., Ltd. Supervisor, Tai Lian Investment Co., Ltd. Supervisor, Forest Enterprise Co., Ltd. Supervisor, Chang Wei Investment Co., Ltd. Supervisor, Hung Lung Enterprise Co., Ltd. Supervisor, Jie Dian Tash Construction Co., Ltd. Assistant Vice President of the General Management Division, Sheng Huang Co., Ltd.	None	None	None

CAPITAL | 2025 ANNUAL REPORT

Corporate Governance Report

Title

Institutional status (Type of registration)

Name

Country and Age

Date of registration (Date of office)

Service type

Cost of service (in millions, net)

Shareholding of time (in months)

Current shareholding

Gross total by income (in millions, net)

Group held by proxy

Major (other locations) (dollar, net)

Compound stated in the Company and its own companies

Source or sources of second degree or lower or middle income (in millions, net of individual basis)

Remarks

No. of shares

% of share held

No. of shares

% of total held

No. of shares

% of share held

No. of shares

% of share held

Title

Name

Relatives

Director

R.D.C.

Hans Lang Enterprise Co., Ltd. (Representative: Karl Young)

Mare 45-50 years old

2009.05.28

3 years

2010.04.27 2010.04.05

$0,971,268

2.24% (none)

$0,971,268

2.24% (none)

0.00%

Marion Dagenary-Law, Emotone, General Secretary, General Top Security, Executive Secretary of the Chinese Trade Commission, The American Government, and Industrial Service Co., Ltd. Secretary-General and Deputy Secretary-General, Taiwan Federation of Operations

Member of the Comparative Committee for Eastern Marketing Inc.

None

Inspection Director

R.D.C.

Jen Stein III

Mare 50-60 years old

2009.05.28

3 years

2010.04.24

0.00%

Bill Gill et. Chinese Crime University, Chinese and Managing Partner, China Air and Air Force, Chinese Government of Chinese, Congreet of the Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, China Air and Air Force, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, Chinese Trade Commission, China Air and Air Force

Chinese Wasp, Mixed-State President, Chinese International Bank, The Chartered, Taiwan New Economy Investigator, American Investment Bank, The United Appointment Corp. Chinese Bank & Trade Corp.

None

Inspection Director

R.D.C.

Lill Tsen Hsiang

Mare 50-70 years old

2009.05.28

3 years

2009.04.27

0.00%

VISA, United States Energy, Chinese Government, Foreign and Trade, Foreign Service, U.S. State Federal Trade Commission, Foreign and Trade, Foreign Administration

Veterans, Federal Government of America (Great American, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States, United States --- Corporate Governance Report Table 1: Major shareholders of corporate shareholders | Name of corporate shareholder | Major shareholders of corporate shareholders | February 28, 2026 | | --- | --- | --- | | Yin Feng Enterprise Co., Ltd. | Chuan Yi Investment Co., | 17.49% | | | Hong Ye Investment Co., Ltd. | 15.79% | | | Feng Yang Investment Co., Ltd. | 11.63% | | | Wei Wang Investment Co., Ltd. | 9.22% | | | Tai Jian Investment Co., Ltd. | 7.58% | | | Tai Lian Investment Co., Ltd. | 7.44% | | | Chen Huei Enterprise Co., Ltd. | 6.38% | | | Bao Qing Investment Co., Ltd. | 5.06% | | | Cheng Da Investment Co., Ltd. | 4.04% | | | Fu Ding Investment Co., Ltd. | 3.73% | | Hung Lung Enterprise Co., Ltd. | Chuan Yi Construction Co., Ltd. | 19.64% | | | Qarnet Enterprise Co., Ltd. | 12.82% | | | Hong Yuan Construction Co., Ltd. | 11.56% | | | Yu Bao Enterprise Co., Ltd. | 11.45% | | | Lian Mao Investment Co., Ltd. | 10.73% | | | Fu Tai Construction Co., Ltd. | 10.53% | | | Chen Huei Enterprise Co., Ltd. | 8.31% | | | Run Hsiang Enterprise Co., Ltd. | 8.66% | | | De Ye Apartment Building Management and Maintenance Co., Ltd. | 2.87% | | | Han Bao Enterprise Co., Ltd. | 2.11% | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report Table 2: Major shareholders of corporate shareholders listed in Table 1. | Name of legal entity | Major shareholders of legal entities | February 26, 2026 | | --- | --- | --- | | Chuan Yi Investment Co., Ltd. | Chao Lung Investment Co., Ltd. | 28.62% | | | Tai Hsiang Investment Co., Ltd. | 21.74% | | | Tai Fa Investment Co., Ltd. | 11.76% | | | Tai He Investment Co., Ltd. | 11.59% | | | Wang Hsing Enterprise Co., Ltd. | 6.33% | | | Chuan Yi Construction Co., Ltd. | 5.98% | | | Yu Chun Enterprise Co., Ltd. | 4.57% | | | Chen Huei Enterprise Co., Ltd. | 3.44% | | | Hung Lung Enterprise Co., Ltd. | 3.35% | | | Han Bao Enterprise Co., Ltd. | 2.60% | | Hong Ye Investment Co., Ltd. | Chao Lung Investment Co., Ltd. | 41.25% | | | Tai Fa Investment Co., Ltd. | 18.58% | | | Tai Hsiang Investment Co., Ltd. | 18.54% | | | Tai He Investment Co., Ltd. | 9.73% | | | Hong Jia Investment Co., Ltd. | 3.28% | | | Tai He Construction Management Co., Ltd. | 1.74% | | | Tai Lian Investment Co., Ltd. | 1.72% | | | Bao Zuo Investment Co., Ltd. | 1.52% | | | Fu Ding Investment Co., Ltd. | 1.52% | | | Tai Chun Investment Co., Ltd. | 0.93% | | Feng Yang Investment Co., Ltd. | Tai Fa Investment Co., Ltd. | 38.73% | | | Tai Hsiang Investment Co., Ltd. | 18.23% | | | Chao Lung Investment Co., Ltd. | 18.23% | | | Tai He Investment Co., Ltd. | 11.26% | | | Hong Tai Construction Co., Ltd. | 2.44% | | | Bao Zuo Investment Co., Ltd. | 2.28% | | | Tai Sheng Investment Co., Ltd. | 2.28% | | | Fu Tai Construction Co., Ltd. | 2.22% | | | Tai Chun Enterprise Co., Ltd. | 2.19% | | | Wang Hsing Enterprise Co., Ltd. | 2.15% | | Wei Wang Investment Co., Ltd. | Tai He Investment Co., Ltd. | 36.76% | | | Chao Lung Investment Co., Ltd. | 26.10% | | | Tai Fa Investment Co., Ltd. | 12.87% | | | Tai Hsiang Investment Co., Ltd. | 8.20% | | | Tseng Mao Investment Co., Ltd. | 4.26% | | | Bao Qing Investment Co., Ltd. | 2.24% | | | Hong Sheng Construction Co., Ltd. | 2.05% | | | Tai Chun Investment Co., Ltd. | 1.86% | | | Chuan Yi Investment Co., Ltd. | 1.83% | | | Han Bao Enterprise Co., Ltd. | 1.53% | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Name of legal entity | Major shareholders of legal entities | | | --- | --- | --- | | Tai Jian Investment Co., Ltd. | Chao Lung Investment Co., Ltd. | 42.92% | | | Tai Fa Investment Co., Ltd. | 18.07% | | | Tai Hsiang Investment Co., Ltd. | 18.07% | | | Tai He Investment Co., Ltd. | 14.78% | | | Tai Chun Enterprise Co., Ltd. | 1.93% | | | Min Huei Enterprise Co., Ltd. | 1.56% | | | Chen Huei Enterprise Co., Ltd. | 1.34% | | | Run Hsiang Enterprise Co., Ltd. | 1.34% | | Tai Lian Investment Co., Ltd. | Tai Hsiang Investment Co., Ltd. | 43.02% | | | Chao Lung Investment Co., Ltd. | 16.65% | | | Tai Fa Investment Co., Ltd. | 15.27% | | | Tai He Investment Co., Ltd. | 14.85% | | | Yin Feng Enterprise Co., Ltd. | 3.26% | | | Han Bao Enterprise Co., Ltd. | 3.26% | | | Fu Tai Construction Co., Ltd. | 3.23% | | | Hong Tai Construction Co., Ltd. | 0.44% | | Zhenhui Industrial Co., Ltd. | Tai Lian Investment Co., Ltd. | 16.82% | | | Tai Chun Investment Co., Ltd. | 14.22% | | | Bao Qing Investment Co., Ltd. | 9.88% | | | Feng Yang Investment Co., Ltd. | 9.88% | | | Cheng Da Investment Co., Ltd. | 9.45% | | | Lian Mao Investment Co., Ltd. | 8.64% | | | Wei Wang Investment Co., Ltd. | 8.64% | | | Yu Bao Enterprise Co., Ltd. | 8.43% | | | Hong Ye Investment Co., Ltd. | 5.00% | | | Tai Sheng Investment Co., Ltd. | 4.54% | | Bao Qing Investment Co., Ltd. | Tai Fa Investment Co., Ltd. | 19.72% | | | Tai Hsiang Investment Co., Ltd. | 19.43% | | | Chao Lung Investment Co., Ltd. | 19.43% | | | Chuan Yi Construction Co., Ltd. | 6.93% | | | Fu Tai Construction Co., Ltd. | 6.93% | | | Hung Lung Enterprise Co., Ltd. | 5.51% | | | Run Hsiang Enterprise Co., Ltd. | 5.51% | | | Tai He Investment Co., Ltd. | 4.93% | | | Bao Zuo Investment Co., Ltd. | 4.35% | | | Tai Sheng Investment Co., Ltd. | 4.35% | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Name of legal entity | Major shareholders of legal entities | | | --- | --- | --- | | Cheng Da Investment Co., Ltd. | Tai Fa Investment Co., Ltd. | 39.58% | | | Tai Hsiang Investment Co., Ltd. | 32.56% | | | Chao Lung Investment Co., Ltd. | 19.07% | | | Tai He Investment Co., Ltd. | 4.65% | | | Tai Jian Investment Co., Ltd. | 1.81% | | | Hung Lung Enterprise Co., Ltd. | 0.92% | | | Rui Cheng Construction Co., Ltd. | 0.49% | | | Feng Yang Investment Co., Ltd. | 0.46% | | | Bao Sheng Co., Ltd. | 0.46% | | Fu Ding Investment Co., Ltd. | Chao Lung Investment Co., Ltd. | 24.73% | | | Tai Fa Investment Co., Ltd. | 13.02% | | | Tai Hsiang Investment Co., Ltd. | 9.76% | | | Bao Qing Investment Co., Ltd. | 6.51% | | | Hong Jia Investment Co., Ltd. | 6.51% | | | Yu Chun Enterprise Co., Ltd. | 6.03% | | | Fu Tai Construction Co., Ltd. | 5.80% | | | Tai He Investment Co., Ltd. | 5.21% | | | Tai Chun Enterprise Co., Ltd. | 4.28% | | | Run Hsiang Enterprise Co., Ltd. | 4.27% | | Chuan Yi Construction Co., Ltd. | Tai Chun Investment Co., Ltd. | 12.57% | | | Lian Mao Investment Co., Ltd. | 12.00% | | | Wei Wang Investment Co., Ltd. | 12.01% | | | Tai Sheng Investment Co., Ltd. | 10.32% | | | Yu Chun Enterprise Co., Ltd. | 9.66% | | | Hong Ye Investment Co., Ltd. | 9.35% | | | Cheng Da Investment Co., Ltd. | 9.35% | | | Tai Lian Investment Co., Ltd. | 8.04% | | | Tai Jian Investment Co., Ltd. | 3.97% | | | Bao Zuo Investment Co., Ltd. | 3.31% | | Financial Information Corporation | Rui Cheng Construction Co., Ltd. | 18.14% | | | Chuan Suang Construction and Development Co., Ltd. | 18.14% | | | Hong Yong Construction Co., Ltd. | 17.05% | | | Sheng Hsiang Enterprise Co., Ltd. | 13.60% | | | Hong Tai Construction Co., Ltd. | 13.61% | | | Han Bao Enterprise Co., Ltd. | 11.17% | | | Bao Zuo Investment Co., Ltd. | 8.07% | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Name of legal entity | Major shareholders of legal entities | | --- | --- | | Hong Yuan Construction Co., Ltd. | Tai Chun Investment Co., Ltd. 13.16% | | | Chuan Yi Investment Co., Ltd. 13.16% | | | Hong Ye Investment Co., Ltd. 13.16% | | | Bao Qing Investment Co., Ltd. 12.00% | | | Feng Yang Investment Co., Ltd. 11.47% | | | Tai Lian Investment Co., Ltd. 10.53% | | | Cheng Da Investment Co., Ltd. 7.89% | | | Bao Sheng Co., Ltd. 5.53% | | | Tai Jian Investment Co., Ltd. 5.26% | | | Tai Ye Industrial Co., Ltd. 2.93% | | Yu Bao Enterprise Co., Ltd. | Tai Chun Investment Co., Ltd. 13.25% | | | Lian Mao Investment Co., Ltd. 12.29% | | | Wei Wang Investment Co., Ltd. 12.29% | | | Chuan Yi Investment Co., Ltd. 10.46% | | | Chuan Yi Construction Co., Ltd. 10.31% | | | Cheng Da Investment Co., Ltd. 8.38% | | | Hong Ye Investment Co., Ltd. 6.99% | | | Feng Yang Investment Co., Ltd. 5.44% | | | Bao Zuo Investment Co., Ltd. 4.90% | | | Fu Ding Investment Co., Ltd. 4.20% | | Lian Mao Investment Co., Ltd. | Tai He Investment Co., Ltd. 45.16% | | | Chao Lung Investment Co., Ltd. 23.23% | | | Tai Fa Investment Co., Ltd. 9.03% | | | Tai Hsiang Investment Co., Ltd. 8.39% | | | Tai Lian Investment Co., Ltd. 3.55% | | | Hong Wei Construction Co., Ltd. 2.15% | | | Tai Sheng Investment Co., Ltd. 1.84% | | | Tai Jian Investment Co., Ltd. 1.45% | | | Feng Yang Investment Co., Ltd. 1.45% | | | Tai Chun Enterprise Co., Ltd. 1.35% | | Fu Tai Construction Co., Ltd. | Bao Zuo Investment Co., Ltd. 16.88% | | | Lian Mao Investment Co., Ltd. 16.50% | | | Wei Wang Investment Co., Ltd. 16.50% | | | Tseng Mao Investment Co., Ltd. 14.96% | | | Chuan Yi Investment Co., Ltd. 10.33% | | | Hong Jia Investment Co., Ltd. 4.67% | | | Tai Chun Enterprise Co., Ltd. 4.48% | | | Bao Sheng Co., Ltd. 4.32% | | | Tai Ye Industrial Co., Ltd. 2.66% | | | Tai Jian Investment Co., Ltd. 2.66% | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Name of legal entity | Major shareholders of legal entities | | | --- | --- | --- | | Run Hsiang Enterprise Co., Ltd. | Chuan Yi Investment Co., Ltd. | 15.90% | | | Hong Ye Investment Co., Ltd. | 13.82% | | | Cheng Da Investment Co., Ltd. | 13.82% | | | Yu Chun Enterprise Co., Ltd. | 11.72% | | | Tai Lian Investment Co., Ltd. | 9.94% | | | Feng Yang Investment Co., Ltd. | 8.95% | | | Lian Mao Investment Co., Ltd. | 5.20% | | | Tai Sheng Investment Co., Ltd. | 5.07% | | | Bao Zuo Investment Co., Ltd. | 4.97% | | | Wei Wang Investment Co., Ltd. | 4.70% | | De Ye Apartment Building Management and Maintenance Co., Ltd. | Wei Wang Investment Co., Ltd. | 19.17% | | | Lian Mao Investment Co., Ltd. | 18.33% | | | Hong Ye Investment Co., Ltd. | 17.67% | | | Hong Jia Investment Co., Ltd. | 10.83% | | | Chuan Yi Investment Co., Ltd. | 10.83% | | | Cheng Da Investment Co., Ltd. | 10.17% | | | Bao Zuo Investment Co., Ltd. | 8.75% | | | Chuan Yi Construction Co., Ltd. | 4.08% | | Han Bao Enterprise Co., Ltd. | Tai Jian Investment Co., Ltd. | 16.21% | | | Cheng Da Investment Co., Ltd. | 14.60% | | | Bao Zuo Investment Co., Ltd. | 14.59% | | | Lian Mao Investment Co., Ltd. | 8.73% | | | Feng Yang Investment Co., Ltd. | 8.33% | | | Tai Chun Investment Co., Ltd. | 8.29% | | | Hong Ye Investment Co., Ltd. | 7.90% | | | Bao Sheng Co., Ltd. | 5.85% | | | Run Hsiang Enterprise Co., Ltd. | 4.95% | | | Tai Lian Investment Co., Ltd. | 3.41% | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # Information on directors (II) I. Information disclosure of professional qualification of directors as well as the independence of independent directors: February 28, 2026 | Name | Criteria | Professional qualifications and experience | | --- | --- | --- | | Chairman | Yin Feng Enterprise Co., Ltd. Representative: Chou, Hsiu-Chen | 1. Has experience in business management, industry, finance and investment, net-zero transition, and inclusive finance. 2. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 5. 3. Does not meet any of the circumstances as described in Article 30 of the Company Act. | | Director | Yin Feng Enterprise Co., Ltd. Representative: Liu, Ching-Tsun | 1. Has experience in business management, industry, finance and investment, net-zero transition, and inclusive finance. 2. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 5. 3. Does not meet any of the circumstances as described in Article 30 of the Company Act. | | Director | Yin Feng Enterprise Co., Ltd. Representative: Chou, Hsien-Yang | 1. Has experience in business management, industry, finance and investment, net-zero transition, and inclusive finance. 2. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 5. 3. Does not meet any of the circumstances as described in Article 30 of the Company Act. | | Director | Hung Lung Enterprise Co., Ltd. Representative: Chu, Shu-Er | 1. Has experience in business management, industry, finance and investment, net-zero transition, and inclusive finance. 2. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 5. 3. Does not meet any of the circumstances as described in Article 30 of the Company Act. | | Director | Hung Lung Enterprise Co., Ltd. Representative: Lin, Tzu-Yi | 1. Has experience in business management, industry, finance and investment, net-zero transition, and inclusive finance. 2. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 5. 3. Does not meet any of the circumstances as described in Article 30 of the Company Act. | | Director | Hung Lung Enterprise Co., Ltd. Representative: Tsai, I-Ching | 1. Has experience in business management, industry, finance and investment, information technology, net-zero transition, and law. 2. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 6. 3. Does not meet any of the circumstances as described in Article 30 of the Company Act. | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Criteria Name | Professional qualifications and experience (Note 1) | State of independence (Note 2) | Number of other publicly listed companies served as an independent director concurrently | | --- | --- | --- | --- | | Independent Director Lee, Shen-Yi | 1. Has experience in business management, industry, finance and investment, net-zero transition, inclusive finance, and law. 2. Convener of the Audit Committee and the Remuneration Committee, and member of the Integrity and Sustainable Development Committee and the Risk Management Committee of the Company. 3. Qualified as a lawyer in the R.O.C.. 4. Served as Adjunct Associate Professor, National Chengchi University and Chinese Culture University. 5. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 6. 6. Does not meet any of the circumstances as described in Article 30 of the Company Act. | When selecting independent directors, the Company completes a qualification checklist for each candidate and reviews their professional qualifications and related work experience. All independent directors complied with the independence regulations in Article 3 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” for two years prior to their election and throughout their tenure. | 0 | | Independent Director Lin, Tsalm-Hsiang | 1. Has experience in business management, industry, finance and investment, information technology, net-zero transition, and inclusive finance. 2. Member of the Audit Committee, the Remuneration Committee, and the Integrity and Sustainable Development Committee, and Convener of the Risk Management Committee of the Company. 3. Serving as an honorary professor, Department of Finance, Tamkang University. 4. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 6. 5. Does not meet any of the circumstances as described in Article 30 of the Company Act. | 1. The independent director himself/herself, their spouse, and relatives within the second degree of kinship (or in the name of others) do not hold any common shares of the Company. 2. The independent director himself/herself does not serve as a director, supervisor or an employee of a company with which the Company has a specific relationship (e.g. Subparagraphs 5-8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 3. The independent director himself/herself has not received remuneration from the Company or its affiliates for providing commercial, legal, financial and accounting services in the past two years. | 1 | | Independent Director Su, Chiu-Hsia | 1. Has experience in business management, industry, finance and investment, net-zero transition, and inclusive finance. 2. Member of the Audit Committee and the Remuneration Committee, the Integrity and Sustainable Development Committee and the Risk Management Committee of the Company. 3. Serving as an Adjunct Associate Professor of the Department of Business Management, Fu Jen Catholic University. 4. For directors' principal work experience, please refer to “(I) Information on directors (1)” on p. 6. 5. Does not meet any of the circumstances as described in Article 30 of the Company Act. | | 3 | Note 1: Professional qualifications and experience: Specify the professional qualifications and experience of individual directors and supervisors. If the 14 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report person is a member of the Audit Committee with accounting or financial expertise, their accounting or financial background and work experience shall be specified, along with a statement regarding whether they meet the conditions set forth in Article 30 of the Company Act. Note 2: For independent directors, their state of independence must be specified, including but not limited to whether they, their spouses, or second-degree relatives serve as a director, supervisor, or employee in the Company or its affiliates; the proportion of shares held by the independent director, their spouses, or relatives within the second degree of kinship (or in the name of others); whether the independent director serves as a director, supervisor, or employee of a company with which the Company has a specific relationship (refer to Subparagraphs 5 to 8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); and the amount of remuneration received for commercial, legal, financial, and accounting services provided by the Company or its affiliates in the past two years. ## II. Board diversity and independence ### (I) Diversity of the Board of Directors: 1. To strengthen board functions and facilitate sound structural development, the Company has established the "Corporate Governance Best-Practice Principles," which stipulate that the Board of Directors shall formulate appropriate diversity policies with respect to its operation, operational model, and development needs. Members of the Board of Directors shall generally have the knowledge, skills and experience necessary to perform their duties. The composition of the members should reflect diversity, including but not limited to gender, age, culture, educational background, and professional experience. 2. There are currently nine directors (including three independent directors and four female directors). Their professional expertise covers business management, banking and securities, finance and investment, information technology, net-zero transition, inclusive finance, and law. The Board members come from diverse backgrounds, including academia and individuals with extensive industry experience, which helps advance the Company's overall development strategy and operational performance. For their educational backgrounds, principal work experience, and professional qualifications and experience, please refer to "Information on Directors (1) and (2)" on pp. 5-6 and pp. 13-15. 3. The board diversity management objectives and performance are as follows: | Management objectives | Achievement | | --- | --- | | The number of consecutive terms as an independent director shall not exceed three. | Achieved | | Independent director seats account for at least one-third of the Board seats. | Achieved | | At least one female director. | Achieved | | Directors serving concurrently as company managers do not exceed one-third of the total number of directors. | Achieved | The status of Board member diversity implementation is as follows: CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Director | Gender | Independent director tenure | Operations management | Industry experience | Finance and investment | Information technology | Net-zero transition | Inclusive finance | Law | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Chou, Hsiu-Chen | Female | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Liu, Ching-Tsun | Male | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Chou, Hsien-Yang | Male | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Chu, Shu-Er | Female | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Lin, Tzu-Yi | Female | | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Tsai, I-Ching | Male | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Lee, Shen-Yi (Independent Director) | Male | 6 to 9 years | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Lin, Tsalm-Hsiang (Independent Director) | Male | 3 to 6 years | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Su, Chiu-Hsia (Independent Director) | Female | Under 3 years | ✓ | ✓ | ✓ | | ✓ | ✓ | | (II) Board independence: The Board of Directors consists of nine directors (including three independent directors). Independent directors account for 33% of the Board, all meeting the independence qualifications and serving no more than three consecutive terms. Furthermore, no directors are related to each other by marriage or within the second degree of kinship. The Company's independent directors maintain their independence within the scope of their duties, have no direct or indirect conflict of interest with the Company, and are all in compliance with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies." CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # 2. Information on general managers, deputy general managers, associate managers, and heads of departments and branch offices February 28, 2026 | Title | Nationality | Name | Gender | Date of official appointment | Shareholding | | Shareholding of spouse and minor children | | Shares held in the name of others | | Principal and regulatory body of data (sub)position | Any pertinent information, data and/or companies | A spouse or relative within the name of other of a member of a member | | | Record | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | | | Title | Name | Relationship | | | President | R.O.C. | Lee, Wen-Chu | Male | 2022/08/25 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | EMBA, National Chengchi University | Director, CSC Futures Director, CSC International Holdings Director, CSC Securities (HK) Director, CSC Futures (HK) | None | None | None | | | Senior Executive Vice President | R.O.C. | Yang, Jie-Bin | Male | 2002/11/01 | 609 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, University of London | | None | None | None | | | Executive Vice President | R.O.C. | Chou, Hsien-Yang | Male | 2021/12/06 | 10,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Trade, Senkang University | Supervisor, Capital Insurance Advisory Supervisor, CSC Venture Capital Supervisor, CSC Private Equity Director, CSC Futures (HK) | None | None | None | | | Senior Vice President | R.O.C. | Lin, Jing-Hua | Female | 2007/01/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, George Washington University | Representative, CSC International Holdings Ltd, Shanghai Rep. Office | None | None | None | | | Senior Vice President (Compliance Officer) | R.O.C. | Lai, Ai-Wen | Female | 2025/04/01 | 21 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Law, Soochow University | | None | None | None | | | Senior Vice President (Corporate Governance Officer) | R.O.C. | Hsieh, Hsiu-Ying | Female | 2013/05/02 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | NTU-Fudan Joint EMBA | Director, CSC International Holdings Director, CSC Securities (HK) Director, CSC Futures (HK) Director, Capital Securities Nominee | None | None | None | | | Executive Vice President | R.O.C. | Huang, Chi-Ming | Male | 2012/06/01 | 190,139 | 0.00% | 0 | 0.00% | 0 | 0.00% | NCCU EMBA, Financial Management Group | | None | None | None | | | Senior Vice President | R.O.C. | Lan, Hui-Min | Female | 2025/01/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MIB, Tenliang University | | None | None | None | | | Senior Vice President | R.O.C. | Huang, Sheng-Kai | Male | 2024/01/23 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, Tenliang University | | None | None | None | | | Executive Vice President | R.O.C. | Wang, Ye-Fang | Female | 2024/01/23 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Tenliang University | | None | None | None | | | Senior Vice President | R.O.C. | Lin, Po-Wei | Male | 2014/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Industrial Management, National Taiwan University of Science and Technology | | None | None | None | | | Senior Vice President | R.O.C. | Chen, Wei-Hsien | Male | 2024/04/01 | 910 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Labor Relations, Chinese Culture University | | None | None | None | | | Senior Vice President | R.O.C. | Chang, Li-Fen | Female | 2017/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Sociology, National Chengchi University | | None | None | None | | | Executive Vice President | R.O.C. | Wu, Yun-Wen | Male | 2024/01/23 | 0 | 0.00% | 1,487 | 0.00% | 0 | 0.00% | Department of Industrial Engineering, Feng Chia University | | None | None | None | | | Senior Vice President | R.O.C. | Liu, Shu-Ru | Female | 2013/05/10 | 11,472 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Information Management, National Central University | | None | None | None | | | Executive Vice President | R.O.C. | Tiao, Kuang-Chih | Male | 2025/08/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | PhD in Information Management and Finance, National Yang Ming Chiao Tung University | | None | None | None | | | Senior Vice President | R.O.C. | Xie, Hui-Ya | Female | 2019/04/01 | 5,435 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, Syracuse University | | None | None | None | | | Vice President | R.O.C. | Chen, Chien-Fen | Female | 2025/07/01 | 113 | 0.00% | 5,000 | 0.00% | 0 | 0.00% | Master of Finance, Fu Jen Catholic University | | None | None | None | | | Vice President | R.O.C. | Miao, Tzu-Ching | Female | 2025/07/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting, Soochow University | | None | None | None | | | Assistant Vice President | R.O.C. | Wang, Chung-Hong | Male | 2024/08/26 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Science in Information Management, National Central University | | None | None | None | | | Executive Vice President | R.O.C. | Chien, Yi-Cheng | Male | 2025/03/10 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Ph.D. in Finance, Xiamen University | | None | None | None | | | Senior Vice President | R.O.C. | Hsu, Tsui-Yun | Female | 2016/04/01 | 3,323 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Science in Finance, Chanyang University of Technology | | None | None | None | | | Senior Vice President | R.O.C. | Kan, Kai-Chung | Male | 2019/07/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, University of Bexar Littoral, Chanyuang | | None | None | None | | | Senior Vice President | R.O.C. | Xu, Yu-Tung | Female | 2025/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting, Soochow University | Director, CSC Venture Capital | None | None | None | | | Senior Vice President | R.O.C. | Cheng, Yijian | Male | 2025/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Law, Chinese Culture University | | None | None | None | | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Nationality | Name | Gender | Type of position/suppressor(s) | Shareholding | | Shareholding of spouse and minor children | | Share hpt in the name of place | | Principal and organization of business organisations | Any additional components held in other companies | A director or relative with a the second degree of identity of a manager | | | Notes | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Number of places | Shareholding ratio | Number of places | Shareholding ratio | Number of places | Shareholding ratio | | | Title | Name | Relationship | | | Executive Vice President | R.O.C. | Lin, Yan-Fen | Male | 2014/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, Drexel University | | None | None | None | | | Senior Vice President | R.O.C. | Chen, Pei-Qi | Female | 2008/04/08 | 1,541 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of International Business Administration, University of St. Thomas | | None | None | None | | | Senior Vice President | R.O.C. | Zhang, Jing-Yao | Male | 2017/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, Tamkang University | | None | None | None | | | Senior Vice President | R.O.C. | Tu, Tsung-En | Male | 2020/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Economics, National Taiwan University | | None | None | None | | | Senior Vice President | R.O.C. | Chang, Yu-Ching | Female | 2020/04/01 | 7,411 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, Tamkang University | | None | None | None | | | Senior Vice President | R.O.C. | Chung, Hsuan-Cheng | Male | 2024/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Financial Management, National Central University | | None | None | None | | | Executive Vice President | R.O.C. | Wang, Juan-Hui | Female | 2019/04/01 | 8,235 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's Programme, International Business, Tamkang University | | None | None | None | | | Senior Vice President | R.O.C. | Ye, Yu-Zhen | Female | 2018/04/01 | 692 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Law, Soochow University | | None | None | None | | | Executive Vice President | R.O.C. | Kuo, Nien-Ching | Male | 2024/01/23 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's Degree, Graduate Institute of Management, National Chiao Tung University | | None | None | None | | | Executive Vice President | R.O.C. | Hung, Shin-Ru | Female | 2023/03/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Science in Financial and Business Management, University of Hsu | | None | None | None | | | Senior Vice President | R.O.C. | Huang, Chi | Male | 2023/09/01 | 1,088 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, National Taipei College of Business | | None | None | None | | | Senior Vice President | R.O.C. | Jang, Chin-Rung | Male | 2023/09/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, National Chengchi University | | None | None | None | | | Senior Vice President | R.O.C. | Ho, Yu-Wen | Male | 2023/03/13 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of International Business, National Taiwan University | | None | None | None | | | Executive Vice President | R.O.C. | Zhang, Xue-He | Male | 2024/06/01 | 11,225 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Political Science, Fu Hong Kang College | | None | None | None | | | Executive Vice President | R.O.C. | Chen, Wei-Ting | Male | 2024/03/18 | 1,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Business, Yuan Ze University | Directio, Capital Insurance Advisory | None | None | None | | | Executive Vice President | R.O.C. | Zheng, Yu-Ling | Female | 2025/04/01 | 447,038 | 0.02% | 0 | 0.00% | 0 | 0.00% | EMBA, National Tong Hua University | | None | None | None | | | Executive Vice President | R.O.C. | Yang, Kuang-Cheng | Male | 2025/07/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, National Chengchi University | | None | None | None | | | Senior Vice President | R.O.C. | Ma, Shao-Hung | Female | 2015/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, Chung Yuan Christian University | | None | None | None | | | Senior Vice President | R.O.C. | Huang, Yi-Lien | Female | 2015/08/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Feng Chia University | | None | None | None | | | Senior Vice President | R.O.C. | Wu, Qing-Yan | Male | 2018/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Information Management, Shu-Te University of Science and Technology | | None | None | None | | | Senior Vice President | R.O.C. | Cao, Hou-Sheng | Male | 2004/08/02 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master, Graduate Institute of Labor, National Chengchi University | | None | None | None | | | Senior Vice President | R.O.C. | Liu, Hsiang-Li | Female | 2025/11/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Financial Management, National Sun Yat-sen University | | None | None | None | | | Senior Vice President | R.O.C. | Lee, Kuei-Jung | Male | 2022/04/18 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, Tamkang University | | None | None | None | | | Senior Vice President | R.O.C. | Zhu, De-Ren | Male | 2024/03/26 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, Tamkang University | | None | None | None | | | Senior Vice President | R.O.C. | Liu, Pin-Chen | Female | 2020/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Business, National Chi Nan University | | None | None | None | | | Senior Vice President | R.O.C. | Wu, Hong-Zhi | Male | 2003/05/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Mechanical Engineering, Nanyu Institute of Technology | | None | None | None | | | Assistant Vice President | R.O.C. | Cheng, Ye-Yun | Female | 2022/07/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, r-Shou University | | None | None | None | | | Vice President | R.O.C. | Wang, Hsiang | Male | 2022/03/15 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, National Kaohsiung University of Science and Technology | | None | None | None | | | Vice President | R.O.C. | Lin, Jui-Hung | Male | 2024/08/26 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Finance, Yu Jien Catholic University | | None | None | None | | | Vice President | R.O.C. | Wu, Chen-Yi | Male | 2016/09/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | EMBA, Open College, National Taipei University of Business | | None | None | None | | | Assistant Vice President | R.O.C. | Chen, Pei-Yun | Female | 2025/11/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Business, Xue Shao University | | None | None | None | | | Assistant Vice President | R.O.C. | Hsu, Hung-Wei | Male | 2024/05/14 | 1 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of History, Tamkang University | | None | None | None | | | Vice President | R.O.C. | Zhao, Zhi-Ming | Male | 2003/07/28 | 6,861 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Mechanical Engineering, Qiuang University | | None | None | None | | | Senior Vice President | R.O.C. | Wang, Hsin-Hui | Female | 2025/11/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Qinghai University | | None | None | None | | | Vice President | R.O.C. | Chung, Yi-Chien | Female | 2022/10/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | EMBA, University of North Alabama | | None | None | None | | | Vice President | R.O.C. | Chou, Yun-An | Female | 2021/08/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, Chinese Culture University | | None | None | None | | | Assistant Vice President | R.O.C. | Wu, Chi-Ying | Female | 2023/03/14 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting and Statistics, Tainan Junior College of Home Economics | | None | None | None | | 18 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Nationality | Name | Gender | Date of election / approximate | Shareholding | | Shareholding of spouse and major children | | Share held in the same position | | Principal and supervisory and academic qualifications | Any psychiatric consultation held in other companies | A person or relative active the second degree of interest of a manager | | | Remarks | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Number of shares | Shareholding rate | Number of shares | Shareholding rate | Number of shares | Shareholding rate | | | Title | Name | Relationship | | | Assistant Vice President | R.D.C. | Chou, Cheng-Hsun | Male | 2025/05/13 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, Tankkang University | | None | None | None | | | Assistant Vice President | R.D.C. | Lin, Hui-Chen | Female | 2025/06/20 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Shilin High School of Commerce, Comprehensive Business Department | | None | None | None | | | Assistant Vice President | R.D.C. | Lin, Yi-Shan | Female | 2025/11/11 | 500 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Science in Finance, National Chung Hong University | | None | None | None | | | Assistant Vice President | R.D.C. | Li, I-Chih | Female | 2023/04/28 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's Degree, Graduate Institute of Management, Ming Chuan University | | None | None | None | | | Assistant Vice President | R.D.C. | Chen, Chu-Wei | Male | 2024/09/02 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | EMBA, National Chung Hong University | | None | None | None | | | Vice President | R.D.C. | Yen, Chia-Yueh | Female | 2016/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's Degree, Institute of Applied Economics, National Taiwan Ocean University | | None | None | None | | | Vice President | R.D.C. | Kuo, Yu-Liang | Female | 2024/07/30 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Trade, Chinese Culture University | | None | None | None | | | Vice President | R.D.C. | Ku, Rei-Ching | Female | 2020/08/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, Ming Chuan University | | None | None | None | | | Assistant Vice President | R.D.C. | Lu, Chi-Te | Male | 2024/05/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Aerospace and Systems Engineering, Feng Chiu University | | None | None | None | | | Assistant Vice President | R.D.C. | Yang, Kun-Long | Male | 2015/02/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Psychology, Chung Yuan Christian University | | None | None | None | | | Vice President | R.D.C. | Yang, Yan-Qiu | Female | 2013/09/01 | 12,169 | 0.00% | 1,393 | 0.00% | 0 | 0.00% | Department of Accounting, Affiliated Open Junior College, National Taichung University of Science and Technology | | None | None | None | | | Vice President | R.D.C. | Tsai, Hsin-Tai | Female | 2021/06/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, National Chiayi University | | None | None | None | | | Vice President | R.D.C. | Li, Chih-Chiang | Male | 2019/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Statistics, National Chengdu University | | None | None | None | | | Vice President | R.D.C. | Wu, Fen-Fang | Female | 2021/08/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Information Management, National Pingtung Institute of Commerce | | None | None | None | | | Vice President | R.D.C. | Yang, Yan-Qiu | Female | 2003/03/31 | 502 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Division of Continuing Education, Chihlae Institute of Technology | | None | None | None | | | Vice President | R.D.C. | Cai, Qing-Fen | Female | 2006/11/15 | 5,787 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master's Degree, Executive Master's Program in Finance, National Taiwan University | | None | None | None | | | Assistant Vice President | R.D.C. | Lin, Hsin-Yi | Female | 2025/11/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Open College, National Taipei University of Business | | None | None | None | | | Vice President | R.D.C. | Li, Xiang-Jun | Male | 2004/04/20 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, Tankkang University | | None | None | None | | | Senior Vice President | R.D.C. | Li, Mu-Xian | Male | 2022/02/15 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Law, Fu Jen Catholic University | | None | None | None | | | Assistant Vice President | R.D.C. | Hong, Yan-Chang | Male | 2023/08/26 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Yang Ta Institute of Technology | | None | None | None | | | Vice President | R.D.C. | Chen, Mei-Xu | Female | 2014/07/19 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting and Statistics, Yilan Senior High School of Commerce and Business | | None | None | None | | | Senior Vice President | R.D.C. | Yang, Chun-Cheng | Male | 2025/07/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Soil and Water Conservation, National Chung Hong University | | None | None | None | | | Vice President | R.D.C. | Chen, Hui-Chen | Female | 2022/10/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Science in Finance, National Chung Hong University | | None | None | None | | | Vice President | R.D.C. | Lee, Shu-Yu | Female | 2022/05/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, National Central University | | None | None | None | | | Senior Vice President | R.D.C. | Tang, Wen-Ji | Female | 2011/05/02 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Trade, Fu Jen Catholic University | | None | None | None | | | Assistant Vice President | R.D.C. | Chang, Wen-Hwa | Female | 2024/07/30 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, University of Liverpool | | None | None | None | | | Assistant Vice President | R.D.C. | Chan, Chi-Ming | Male | 2025/11/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Tourism, Recreation and Leisure Studies, National Dong Hwa University | | None | None | None | | | Vice President | R.D.C. | Chen, Zhi-Shan | Male | 2014/03/03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Ming Chuan University | | None | None | None | | | Assistant Vice President | R.D.C. | Huang, Miao-Yin | Female | 2017/06/02 | 459 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting and Statistics, Overseas Chinese Institute of Technology | | None | None | None | | | Assistant Vice President | R.D.C. | Yang, You-Jie | Female | 2025/06/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Economics and Finance, Ming Chuan University | | None | None | None | | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Nationality | Name | Gender | Date of election/ appointment | Shareholding | | Shareholding of spouse and other children | | Share held in the name of parent | | Principal work experience and academic qualifications | Any positions comparable held in other categories | A spouse or relative within the second interest of binding of a marriage | | | Notes | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | | | Title | Name | Relationship | | | Assistant Vice President | R.O.C. | Yeh, Yu-Ching | Female | 2023/03/14 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Financial Engineering and Actuarial Mathematics, Soochow University | | None | None | None | | | Assistant Vice President | R.O.C. | Chen, Si-Yu | Female | 2025/03/08 | 346 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, National Kaohsiung First University of Science and Technology | | None | None | None | | | Assistant Vice President | R.O.C. | Tsai, Cheng-Hsi | Female | 2024/05/14 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, Chaoyang University of Technology | | None | None | None | | | Vice President | R.O.C. | Yeh, Ting-Sheng | Male | 2022/03/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, Tamkang University | | None | None | None | | | Senior Vice President | R.O.C. | Lin, Jing-Wen | Male | 2011/06/28 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, National Taipei College of Business | | None | None | None | | | Assistant Vice President | R.O.C. | Lin, Rei-Min | Male | 2025/11/11 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Finance, National Kaohsiung University of Science and Technology | | None | None | None | | | Senior Vice President | R.O.C. | Deng, Xue-Ren | Male | 2024/04/01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, University of Central Missouri | | None | None | None | | | Executive Vice President | R.O.C. | Wu, Ching-Hsien | Male | 2024/05/14 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | MBA, University of California, Riverside | | None | None | None | | Note: The Chairman and President of the Company are not the same person, spouses, or first-degree relatives. 20 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report ## II. Remuneration paid to directors, supervisors, president, and vice presidents in the most recent year: ## (I) Remuneration to general directors and independent directors (individual disclosure of names and methods of remuneration) Unit: NTD thousands | Title | Name | Remuneration to directors | Total cost of A & C & A&C's net (in millions of yen) in the income | Consumers' employees receive relevant remuneration. | Total cost of A & C & A&C's net (in millions of yen) in the income (1) | Remuners (per million) from sources containing other than related to A&C and A&C's net | | --- | --- | --- | --- | --- | --- | --- | | Remuneration (A) | Pension (B) | Remuneration to directors (C) | Revenues for pension rendered (D) | Exhibits, bonuses and special allowances (E) | Pension (F) | Remuneration to employees (G) | | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | The Company | All companies operating in the financial report | | | Chairman | Representative of Tai He Real Estate Management Chou, Hou Chen (Note 2) | 8,205 | 8,205 | - | - | 2,900 | 2,900 | 526 | 526 | 11,631 0.20% | 11,631 0.20% | - | - | - | - | - | - | - | - | 11,631 0.20% | 11,631 0.20% | None | | Chairman | Representative of Yin Feng Enterprise Co., Ltd. Chou, Hou Chen (Note 3) | 12,134 | 12,134 | - | - | 4,300 | 4,300 | 742 | 742 | 17,176 0.30% | 17,176 0.30% | - | - | - | - | - | - | - | - | 17,176 0.30% | 17,176 0.30% | None | | Director | Representative of Awang Hsing Industrial Co., Ltd. Chang Yi Ping (Note 4) | - | - | - | - | 967 | 967 | 64 | 64 | 1,031 0.02% | 1,031 0.02% | - | - | - | - | - | - | - | - | 1,031 0.02% | 1,031 0.02% | None | | Director | Representative of Yin Feng Enterprise Co., Ltd. Liu Ching Tuan | - | - | - | - | 2,400 | 2,400 | 160 | 320 | 2,560 0.04% | 2,720 0.05% | - | - | - | - | - | - | - | - | 2,560 0.04% | 2,720 0.05% | None | | Director | Representative of Yin Feng Enterprise Co., Ltd. Jan, Wen Chu (Note 5) | - | - | - | - | 967 | 967 | 64 | 64 | 1,031 0.02% | 1,031 0.02% | 7,130 | 7,130 | 44 | 44 | 85 | - | 85 | - | 8,290 0.14% | 8,290 0.14% | None | | Director | Representative of Yin Feng Enterprise Co., Ltd. Pu Dhen Yi (Note 6) | - | - | - | - | 967 | 967 | 64 | 64 | 1,031 0.02% | 1,031 0.02% | - | - | - | - | - | - | - | - | 1,031 0.02% | 1,031 0.02% | None | | Director | Representative of Hung Lung Enterprise Co., Ltd. Tsai I Ching | - | - | - | - | 2,400 | 2,400 | 160 | 160 | 2,560 0.04% | 2,560 0.04% | - | - | - | - | - | - | - | - | 2,560 0.04% | 2,560 0.04% | None | | Director | Representative of Hung Lung Enterprise Co., Ltd. Chu, Shu Er | - | - | - | - | 2,400 | 2,400 | 160 | 160 | 2,560 0.04% | 2,560 0.04% | - | - | - | - | - | - | - | - | 2,560 0.04% | 2,560 0.04% | None | | Director | Representative of Hung Lung Enterprise Co., Ltd. Lin, Tzu Hi | - | - | - | - | 2,400 | 2,400 | 160 | 160 | 2,560 0.04% | 2,560 0.04% | - | - | - | - | - | - | - | - | 2,560 0.04% | 2,560 0.04% | None | | Director | Representative of Yin Feng Enterprise Co., Ltd. Chang Yi Ping (Note 7) | - | - | - | - | 1,433 | 1,433 | 96 | 96 | 1,529 0.03% | 1,529 0.03% | - | - | - | - | - | - | - | - | 1,529 0.03% | 1,529 0.03% | None | | Independent Director | Shea, Ge Dong (Note 8) | 244 | 244 | - | - | 967 | 967 | 120 | 120 | 1,331 0.02% | 1,331 0.02% | - | - | - | - | - | - | - | - | 1,331 0.02% | 1,331 0.02% | None | | Independent Director | Jan, Shen Yi | 1,313 | 1,313 | - | - | 967 | 967 | 468 | 468 | 2,748 0.05% | 2,748 0.05% | - | - | - | - | - | - | - | - | 2,748 0.05% | 2,748 0.05% | None | | Independent Director | Lin, Tsai Hing | 1,313 | 1,313 | - | - | 967 | 967 | 538 | 538 | 2,818 0.05% | 2,818 0.05% | - | - | - | - | - | - | - | - | 2,818 0.05% | 2,818 0.05% | None | | Independent Director | Su, Chiu Ho (Note 9) | 1,069 | 1,069 | - | - | - | - | 358 | 358 | 1,427 0.02% | 1,427 0.02% | - | - | - | - | - | - | - | - | 1,427 0.02% | 1,427 0.02% | None | 1. Please provide in detail the policy, system, standards, and structure of remuneration to independent directors, and describe the relevance of the amount of remuneration to the responsibilities, risks, time invested, and other factors. The salary and remuneration of the Company's independent directors are based on market levels and peer company remuneration, adhering to industry norms. Individual remuneration is determined by considering each independent director's performance, level of participation in and contribution to the Company's operations, responsibilities, achievement of the Company's operational objectives, and the Company's financial condition. This ensures a reasonable relationship between individual performance, overall Company performance, and future risks. The remuneration of independent directors is reviewed by the Remuneration Committee and approved by the Board of Directors. The Remuneration Committee regularly assesses the remuneration of independent directors and periodically reviews the compensation system based on the Company's operating performance and relevant laws and regulations, to balance sustainable development and risk management. 2. In addition to the above table, the remuneration received by the Company's directors for providing services (e.g. serving as a consultant for a non-employee of the parent company/companies in the financial statements/investee companies) NT$0. Note 1: NT$1,305 thousand was paid to drivers. Note 2: Relieved of duty on 2025/5/28. Note 3: Assumed duty on 2025/5/28. Note 4: Relieved of duty on 2025/5/28. Note 5: Relieved of duty on 2025/5/28. Note 6: Relieved of duty on 2025/5/28. Note 7: Assumed duty on 2025/5/28. Note 8: Relieved of duty on 2025/5/28. Note 9: Assumed duty on 2025/5/28. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (II) Remuneration to the general managers and deputy general managers (name disclosure aggregated by remuneration level) Unit: NTD thousands | Title | Name | Salary (A) | | Pension (B) | | Bonus and special allowance (C) | | Amount of employee remuneration (D) | | | | Total sum of A, B, C and D and their proportion to net income (E) | | Demographic detailed (time and place of business collection, other than individual or other company) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | | All companies included in the financial report | | The Company | All companies included in the financial report | | | | | | | | | | | Cash amount | Work amount | Cash amount | Work amount | | | | | President | Lee, Wen-Chu | 39,795 | 39,795 | 1,846 | 1,846 | 93,666 | 93,666 | 4,019 | - | 4,019 | - | 139,326 2.43% | 139,326 2.43% | None | | Senior Executive Vice President | Yang, Jie-Bin | | | | | | | | | | | | | | | Executive Vice President | Wang, Ya-Fang | | | | | | | | | | | | | | | Executive Vice President | Wu, Yun-Wen | | | | | | | | | | | | | | | Executive Vice President | Chou, Hsien-Yang | | | | | | | | | | | | | | | Executive Vice President | Tsao, Kuang-Chih (Note 2) | | | | | | | | | | | | | | | Executive Vice President | Chien, Yi-Cheng (Note 3) | | | | | | | | | | | | | | | Executive Vice President | Chiu, Tsan-Hsi | | | | | | | | | | | | | | | Executive Vice President | Tseng, Mei-Ling (Note 4) | | | | | | | | | | | | | | | Executive Vice President | Lin, Yan-Fen | | | | | | | | | | | | | | | Executive Vice President | Wang, Juan-Hui | | | | | | | | | | | | | | | Executive Vice President | Kuo, Nien-Ching | | | | | | | | | | | | | | | Executive Vice President | Hung, Shin-Ru | | | | | | | | | | | | | | | Executive Vice President | Zhang, Xue-He | | | | | | | | | | | | | | | Executive Vice President | Zheng, Yu-Ling (Note 5) | | | | | | | | | | | | | | | Executive Vice President | Chen, Wei-Ting | | | | | | | | | | | | | | | Executive Vice President | Yang, Kuang-Cheng (Note 6) | | | | | | | | | | | | | | | Executive Vice President | Wu, Chling-Hsien | | | | | | | | | | | | | | Note 1: NT$1,349 thousand was paid to drivers. Note 2: Assumed duty on 2025/8/11. Note 3: Assumed duty on 2025/3/10. Note 4: Assumed duty on 2025/4/1. Note 5: Assumed duty on 2025/4/1. Note 6: Assumed duty on 2025/7/1. Range of remuneration | Range of remuneration paid to the company's general managers and deputy general managers. | Name of general manager and deputy general manager | | | --- | --- | --- | | | The Company | All companies included in the financial report E | | Below NT$1,000,000 | - | - | | NT$1,000,000 (inclusive) - NT$2,000,000 (exclusive) | Tsao, Kuang-Chih | Tsao, Kuang-Chih | | NT$2,000,000 (inclusive) - NT$3,500,000 (exclusive) | Chiu, Tsan-Hsi, Yang, Kuang-Cheng | Chiu, Tsan-Hsi, Yang, Kuang-Cheng | | NT$3,500,000 (inclusive) - NT$5,000,000 (exclusive) | Hung, Shin-Ru, Chen, Wei-Ting | Hung, Shin-Ru, Chen, Wei-Ting | | NT$5,000,000 (inclusive) - NT$10,000,000 (exclusive) | Huang, Chi-Ming, Wang, Ya-Fang, Wu, Yun-Wen, Chou, Hsien-Yang, Chien, Yi-Cheng, Tseng, Mei-Ling, Wang, Juan-Hui, Zhang, Xue-He, Zheng, Yu-Ling, Wu, Chling-Hsien | Huang, Chi-Ming, Wang, Ya-Fang, Wu, Yun-Wen, Chou, Hsien-Yang, Chien, Yi-Cheng, Tseng, Mei-Ling, Wang, Juan-Hui, Zhang, Xue-He, Zheng, Yu-Ling, Wu, Chling-Hsien | | NT$10,000,000 (inclusive) - NT$15,000,000 (exclusive) | Yang, Jie-Bin, Lin, Yan-Fen, Kuo, Nien-Ching | Yang, Jie-Bin, Lin, Yan-Fen, Kuo, Nien-Ching | | NT$15,000,000 (inclusive) - NT$30,000,000 (exclusive) | Lee, Wen-Chu | Lee, Wen-Chu | | NT$30,000,000 (inclusive) - NT$50,000,000 (exclusive) | - | - | | NT$ 50,000,000 (inclusive) - NT$ 100,000,000 (exclusive) | - | - | | Over NT$100,000,000 | - | - | | Total | 19 | 19 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (III)Names of the managers distributing employee remuneration, and the status of distribution February 28 2026 Unit: NTD thousands | | Title | Name | Stock amount | Cash amount | Total | Total amount to profit after tax (%) | | --- | --- | --- | --- | --- | --- | --- | | Manager | President | Lee, Wen-Chu | 0 | 45,055 | 45,055 | 0.79% | | | Senior Executive Vice President | Yang, Jie-Bin | | | | | | | Executive Vice President | Huang, Chi-Ming, Wang, Ya-Fang, Wu, Yun-Wen, Chien, Yi-Cheng, Chiu, Tsan-Hsi, Tseng, Mei-Ling, Lin, Yan-Fen, Wang, Juan-Hui, Kuo, Nien-Ching, Hung, Shin-Ru, Yang, Kuang-Cheng, Zheng, Yu-Ling, Zhang, Xue-He, Chen, Wei-Ting, Wu, Chling-Hsien | | | | | | | | Chou, Hsien-Yang, Tsao, Kuang-Chih | | | | | | | Senior Vice President | Lin, Jing-Hua, Hsieh, Hsiu-Ying, Liu, Shu-Ru, Xu, Tsui-Yun, Kan, Kai-Chung, Chen, Yi-Ren, Chen, Pei-Qi, Ho, Yu-Wen, Ma, Shao-Hong, Huang, Yi-Lian | | | | | | | | Lai, Ai-Wen, Lan, Hui-Min, Huang, Sheng-Kai, Lin, Bo-Wei, Chen, Wei-Hsien, Chang, Li-Fen, Xie, Hui-Ya, Yen, Yu-Tung, Chung, Chi-Yao, Huang, Chih-Hsiung, Lu, Chiao-Hui, Chou, Feng-Chin, Zhang, Jing-Yao, Tu, Tsung-En, Chang, Yu-Ching, Chung, Hsuan-Cheng, Ye, Yu-Zhen, Lee, Kuei-Jung, Huang, Chi, Jang, Chin-Rung, Wu, Qing-Yan, Wang, Hsin-Hui, Zhu, De-Ren, Liu, Pin-Chen, Cao, Hou-Sheng, Wu, Hong-Zhi, Liu, Hsiang-Li, Li, Mu-Xian, Yang, Chun-Cheng, Tang, Wen-Ji, Lin, Jing-Wen, Deng, Xue-Ren | | | | | | | Vice President | Chen, Chien-Fen, Miao, Tzu-Ching, Wang, Hsiang, Lin, Jui-Hung, Wu, Chen-Yi, Zhao, Zhi-Ming, Chung, Yi-Chien, Chou, Yun-An, Yen, Chia-Yueh, Yu, Han-Hsiang, Kuo, Yu-Liang, Ku, Pei-Ching, Yang, Yan-Qiu, Tsai, Hsin-Tai, Li, Chih-Chiang, Wu, Fen-Fang, Xu, Li-Fen, Cai, Qing-Fen, Li, Xiang-Jun, Chen, Mei-Ru, Chen, Hui-Chen, Lee, Shu-Yu, Chen, Zhi-Shan, Yeh, Ting-Sheng | | | | | | | Assistant Vice President | Wang, Chung-Hong, Cheng, Ya-Yun, Lin, Hui-Chen, Lu, Chi-Te, Yang, Kun-Long, Chen, Chun-Chih, Chang, Wen-Hwa, Huang, Miao-Yin, Yeh, Yu-Ching | | | | | | | | Chen, Pei-Yun, Hsu, Hung-Wei, Wu, Chi-Ying, Chou, Cheng-Hsun, Lin, Yi-Shan, Li, I-Chih, Chien, Chu-Wei, Lin, Shin-Yi, Hong, Yan-Chang, Chan, Chi-Ming, Yang, You-Jie, Chen, Si-Yu, Tsai, Cheng-Hsi, Lin, Pei-Min | | | | | (IV) Analysis of the total remuneration paid to directors, supervisors, general managers, and deputy general managers as a percentage of net income after tax. Explanation of the remuneration policies, and the correlation between remuneration and business performance. The ratio of the total remuneration paid by the Company to directors, general managers, and deputy general managers as a percentage of net income after tax for 2024 and 2025 is as follows: (1) In 2024, total remuneration paid to directors, including transportation and attendance fees, was 0.81% of net income after tax for the year. Total remuneration paid to the general managers, deputy general managers, and other supervisors was 2.75% of net income after tax for 2024. (2) In 2025, total remuneration paid to directors, including transportation and attendance fees, was 0.91% of net income after tax for the year. Total remuneration paid to the general managers, deputy general managers, and other supervisors was 2.43% of net income after tax for 2025. (3) The percentage of remuneration distributed to the Company's directors and managers is based on Article 20 of the Company's Articles of Incorporation. If the Company is profitable in a given year, 0.6% to 2% of the profit shall be allocated as remuneration to employees, and up to 3% of the profit CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report shall be allocated as remuneration to directors. (4) The salary and remuneration of the Company's directors are based on market levels and peer company remuneration, adhering to industry norms. Individual remuneration is determined by considering each director's performance, level of participation in and contribution to the Company's operations, responsibilities, achievement of the Company's operational objectives, and the Company's financial condition. This ensures a reasonable relationship between individual performance, overall Company performance, and future risks. The remuneration of directors is reviewed by the Remuneration Committee and approved by the Board of Directors. The Remuneration Committee regularly assesses directors' remuneration and reviews the compensation system as appropriate based on the Company's operating performance and relevant laws and regulations, aiming to balance the Company's long-term sustainability and risk management. (5) The linkage between the evaluation of managers' performance and their remuneration: The remuneration of the Company's managers consists of salary and bonus. Salary is based on industry standards and factors such as position, rank, education (experience), professional abilities, and responsibilities, while bonus is based on the evaluation of managers' performance, including financial indicators (e.g. earnings achievement ratio, earnings growth rate, securities market share growth rate, wealth management achievement rate, cumulative profit achievement rate, operating expense control rate) and non-financial indicators (e.g. business planning, leadership, work efficiency, professional knowledge, integrity and work attitude, sustainable development, and degree of legal compliance execution and risk management). Managers' salary and remuneration are reviewed by the Remuneration Committee and deliberated by the Board of Directors. (6) Senior management remuneration and performance assessment linked to ESG: To achieve the Company's operational and sustainable development goals, we have incorporated senior management performance indicators (KPI Implementation Guidelines) into our sustainability objectives, with sustainability performance indicators weighted up to 44% (depending on the manager's position). These indicators include sustainable finance evaluation, corporate governance evaluation, securities firm risk management assessment, fair treatment of customers assessment results, ESG education and training, ESG certification rate, and ESG responsible investment, among other performance metrics. Through the performance management mechanism, senior managers' ESG performance is closely linked to their variable remuneration (year-end bonus, performance bonus, and employee remuneration). ## III. Corporate governance ## (I) Information on Board operations CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # 1. Operation of the Board of Directors In the most recent fiscal year (2025.01.01–2026.02.28), 10 meetings of the Board of Directors were held. The attendance of the directors is as follows: | Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remark | | --- | --- | --- | --- | --- | --- | | Chairman | Yin Feng Enterprise Co., Ltd. Representative: Chou, Hsiu-Chen | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Director | Yin Feng Enterprise Co., Ltd. Representative: Liu, Ching-Tsun | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Director | Yin Feng Enterprise Co., Ltd. Representative: Chou, Hsien-Yang | 1 | 0 | 100% | Newly elected Date of reassignment: 2026.01.02 | | Director | Hung Lung Enterprise Co., Ltd. Representative: Chu, Shu-Er | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Director | Hung Lung Enterprise Co., Ltd. Representative: Lin, Tzu-Yi | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Director | Hung Lung Enterprise Co., Ltd. Representative: Tsai, I-Ching | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Independent Director | Lee, Shen-Yi | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Independent Director | Lin, Tsalm-Hsiang | 10 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Independent Director | Su, Chiu-Hsia | 7 | 0 | 100% | Newly elected Date of office: 2025.05.28 | | Former Director | Yin Feng Enterprise Co., Ltd. Representative: Chang, Yi-Ping | 9 | 0 | 100% | Relieved of duty Date of reassignment: 2026.01.02 | | Former Director | Yin Feng Enterprise Co., Ltd. Representative: Lee, Wen-Chu | 3 | 0 | 100% | Relieved of duty Date of election: 2025.05.28 | | Former Director | Yin Feng Enterprise Co., Ltd. Representative: Fu, Chien-Yi | 3 | 0 | 100% | Relieved of duty Date of election: 2025.05.28 | | Former Independent Director | Shea, Jia-Dong | 3 | 0 | 100% | Relieved of duty Date of election: 2025.05.28 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (I) Matters listed in Article 14-3 of the Securities and Exchange Act: As the Company has established an Audit Committee, this provision is not applicable under Article 14-5 of the Securities and Exchange Act. (II) Except for the preceding matters, any matter resolved by the Board of Directors with an independent director expressing an objection or reservation that has been included in records or stated in writing: None. II. Recusal of the directors from motions involving their interest, specify the names of the directors, the content of the motions, the reason for recusal, and the participation in voting. (I) 2025.01.10 – 17th meeting of the 12th Board 1. Subject: Motion for participation in the cash capital increase of Capital Futures Corp., an investee company. Reasons for recusal: As interested persons – Director Liu, Ching-Tsun and Director Lee, Wen-Chu are corporate directors of Capital Futures Corp. and representatives of Capital Securities Corp – recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. (II) 2025.03.07 – 18th meeting of the 12th Board 1. Subject: Motion for distribution of employee and director remuneration for 2024. Reason for recusal: All directors, including independent directors, had a conflict of interest in this motion. During the review of independent director remuneration, the three independent directors recused themselves and did not participate in the discussion or vote. When reviewing remuneration for all directors, all directors except the three independent directors recused themselves and did not participate in the discussion or vote. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 2. Subject: In response to the business funding needs of the subsidiary, CSC International Holdings Ltd, a letter of comfort is proposed to be issued to support its application for a credit facility renewal from Cathay United Bank. Reason for recusal: As an interested person – Director Lee, Wen-Chu, a corporate director of CSC International Holdings Ltd., representing Capital Securities Corp. – recused himself from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. 3. Subject: Motion for amendments to the Company's “Holiday Bonus Distribution Guidelines.” Reason for recusal: As interested persons – Chairman Chou, Hsiu-Chen and Director Lee, Wen-Chu – recused themselves from this motion. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 4. Subject: Motion for report on the acquisition of right-of-use assets from related parties at the 2025 annual general meeting. Reason for recusal: As interested persons – the Company’s corporate directors – Yin Feng Enterprise Co., Ltd., Hung Lung Enterprise Co., Ltd., and Tai He Real Estate Management Co., Ltd. – are interested persons of Chuan Yi Construction Co., Ltd. The seven representatives – Chairman Chou, Hsiu-Chen, Director Lee, Wen-Chu, Director Liu, Ching-Tsun, Director Fu, Chien-Yi, Director Lin, Tzu-Yi; Director Tsai, I-Ching, Director and Chu, Shu-Er – recused themselves from this motion. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 5. Subject: Motion for establishment of the Company's “Director Remuneration Management Guidelines.” Reasons for recusal: All directors, including independent directors, had a conflict of interest in this motion. During the review of independent director remuneration, the three independent directors recused themselves and did not participate in the discussion or the vote. When reviewing remuneration for general directors, all directors except the three independent directors recused themselves and did not participate in the discussion or vote. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 6. Subject: Motion for nomination of candidates to the 13th Board (including independent directors). Reason for recusal: The list of candidates was reviewed on a case-by-case basis. Candidates Chairman Chou, Hsiu-Chen; Director Liu, Ching-Tsun; Director Tsai, Yi-Ching; Director Chang, Yi-Ping; Director Chu, Shu-Er; Director Lin, Tzu-Yi; Independent Director Lee, Shen-Yi; and Independent Director Lin, Tsalm-Hsiang – recused themselves one by one when their individual qualifications were reviewed. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 7. Subject: Motion for removing the non-compete restriction on the Company's directors. Reason for recusal: As interested persons – Director Liu, Ching-Tsun and Director Lin, Tzu-Yi – recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (III) 2025.05.12 – 19th meeting of the 12th Board 1. Subject: In response to the business funding needs of the subsidiary, CSC Securities (HK) Ltd., a letter of comfort is proposed to be issued to support its application for a credit facility renewal from two financial institutions, including Cathay United Bank Hong Kong Branch. Reason for recusal: As an interested person – Director Lee, Wen-Chu, a corporate director of CSC Securities (HK) Ltd., representing CSC International Holdings Ltd – recused himself from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. 2. Subject: Motion for distribution of employee remuneration (cash) to managers and above for 2024. Reason for recusal: As an interested person – Director and General Manager Lee, Wen-Chu – recused himself from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. 3. Subject: Motion for investee company “Capital Management Consulting Co., Ltd.” to undergo a simplified merger and change its name with its 100%-owned “CSC Private Equity Fund I Co.” Reasons for recusal: As an interested person – Chairman Chou, Hsiu-Chen is a corporate director of Capital Management Consulting Co., Ltd., representing Capital Securities Corp., and a corporate director of CSC Private Equity Fund I Co., representing Capital Management Consulting Co., Ltd. – she recused herself from this motion. This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Shea, Jia-Dong acted as chair) sought the consent of the other directors present. (IV) 2025.05.28 – 1st extraordinary meeting of the 13th Board 1. Subject: Motion for the appointment of members to the Company's 6th Remuneration Committee. Reason for recusal: As interested persons, Independent Director Lee, Shen-Yi, Independent Director Lin, Tsalm-Hsiang, and Independent Director Su, Chiu-Hsi recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. 2. Subject: Motion for the appointment of members to the Company’s 3rd Risk Management Committee. Reason for recusal: As interested persons, Independent Director Lee, Shen-Yi, Independent Director Lin, Tsalm-Hsiang, and Independent Director Su, Chiu-Hsi recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report 3. Subject: Motion for the appointment of members to the 2nd Integrity and Sustainable Development Committee. Reason for recusal: As interested persons, Independent Director Lee, Shen-Yi, Independent Director Lin, Tsalm-Hsiang, and Independent Director Su, Chiu-Hsi recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. (V) 2025.06.19 – 1st meeting of the 13th Board 1. Subject: Motion for the amendment to Attachment “Proprietary Business Holiday Bonus Allocation Ratio Table” of the Company's Holiday Bonus Distribution Guidelines. Reason for recusal: As an interested person – Chairman Chou, Hsiu-Chen recused herself from this motion. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 2. Subject: Motion for appointment of the chairman, directors, and supervisors, and reappointment of the general manager for the 4th Term of Shanghai Capital Futures Information Technology Co., Ltd., an investee company of subsidiary Capital Futures Corp. Reason for recusal: Director Liu, Ching-Tsun is a corporate director of Capital Futures Corp., representing Capital Securities Corp.; Director Lin, Tzu-Yi is a corporate director of Capital Futures Corp., representing Hong Ye Investment Co., Ltd. The two related persons recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. (VI) 2025.08.25 – 2nd meeting of the 13th Board 1. Subject: Motion for investee company subsidiary Capital Futures Corp. to change its name from “Shanghai Capital Futures Information Technology Co., Ltd.” to “QIT Technology Co., Ltd.” and amend the “Articles of Incorporation.” Reason for recusal: Director Liu, Ching-Tsun is a corporate director of Capital Futures Corp., representing Capital Securities Corp.; Director Lin, Tzu-Yi is a corporate director of Capital Futures Corp., representing Hong Ye Investment Co., Ltd. The two related persons recused themselves from this motion. CAPITAL | 2025 ANNUAL REPORT 29 --- Corporate Governance Report Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. 2. Subject: Motion for investee company “Shanghai Capital Futures Information Technology Co., Ltd.” of subsidiary Capital Futures Corp. to apply for establishment of a Chengdu Branch and reassign its chairman, vice chairman, director, supervisors, and general managers. Reason for recusal: Director Liu, Ching-Tsun is a corporate director of Capital Futures Corp., representing Capital Securities Corp.; Director Lin, Tzu-Yi is a corporate director of Capital Futures Corp., representing Hong Ye Investment Co., Ltd. The two related persons recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. 3. Subject: Motion for liquidation and dissolution of “Capital True Partner Technology Co., Ltd” an investee company of subsidiary Capital Futures Corp. Reason for recusal: Director Liu, Ching-Tsun is a corporate director of Capital Futures Corp., representing Capital Securities Corp.; Director Lin, Tzu-Yi is a corporate director of Capital Futures Corp., representing Hong Ye Investment Co., Ltd. The two related persons recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. (VII) 2025.11.10 – 4th meeting of the 13th Board 1. Subject: Motion for capital increase of HKD 120 million for Capital Futures Corp., an investee company of subsidiary Capital Futures Corp. Reason for recusal: As interested persons – Director Liu, Ching-Tsun is a corporate director of Capital Futures Corp., representing Capital Securities Corp.; Director Lin, Tzu-Yi is a corporate director of Capital Futures Corp., representing Hong Ye Investment Co., Ltd. – they recused themselves from this motion. Voting: This motion was unanimously approved after the chair sought the consent of the other directors present. (VIII) 2026.01.23 – 6th meeting of the 13th Board 1. Subject: Motion for Mr. Chou, Hsien-Yang – representative of the Company's corporate director “Yin Feng Enterprise Co., Ltd.” – to concurrently serve as a supervisor of the Company's investee companies “Capital Insurance Advisory Corp.,” “CSC Venture Capital Corp.,” and “CSC Private Equity Co.,” and as a director of “CSC Futures (HK) Ltd.” Reason for recusal: Director Chou, Hsien-Yang is a related party; Chairman Chou, Hsiu-Chen and Director Liu, Ching-Tsun are representatives of the Company's corporate CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report director, Yin Feng Enterprise Co., Ltd.; Chairman Chou, Hsiu-Chen also serves as a corporate director of CSC Venture Capital Corp. and CSC Private Equity Co., representing Capital Securities Corp. The above three related parties recused themselves from this agenda item. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. 2. Subject: Motion to revise the list of directors for the Company's investee companies, “CSC Private Equity Co.” and “CSC Venture Capital Corp.” for business needs. Reason for recusal: Chairman Chou, Hsiu-Chen is a corporate director of CSC Private Equity Co. and CSC Venture Capital Corp., representing Capital Securities Corp.; Director Chou, Hsien-Yang is a corporate supervisor of CSC Private Equity Co. and CSC Venture Capital Corp., representing Capital Securities Corp. The above two related parties recused themselves from this agenda item. Voting: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. III. TWSE/TPEx listed companies should disclose information including the evaluation cycle and period, evaluation scope, method, and evaluation content of the board's self (or peer) assessment. They should also disclose this information and complete the attached table “2. Board Assessment Implementation Status.” Please refer to pages 30–31 of the annual report IV. The objectives for strengthening the functions of the Board of Directors in the current year and the most recent year (e.g. establishing an audit committee, improving information transparency) and an evaluation of implementation status. (I) The Company has established an Audit Committee, a Remuneration Committee, a Risk Management Committee, and an Integrity and Sustainable Development Committee under the Board of Directors. The Company continues to follow international corporate governance trends and the requirements of the competent authority to strengthen the corporate governance aspects of the Board's structure and operations, and to make full use of the professional and independent functions of its Directors. (II) The directors completed 149 hours of continuing education in 2025, exceeding the statutory required hours, with a 100% completion rate. (III) The Company is committed to developing digital finance and, therefore, established the “Intellectual Property Management Guidelines” in 2020 to ensure the systematic acquisition, protection, maintenance, and management of the Company's intellectual property. The Guidelines also stipulate that the implementation of the intellectual property management plan must be reported to the Board of Directors annually. The Company's intellectual property management plan and the implementation status for 2025 were reported to the Board of Directors on November 10, 2025. In addition to continuing to strengthen corporate governance through intellectual property management this year, we acquired, protected, maintained, and utilized intellectual property rights as needed to enhance the Company's competitive advantage. (IV) To implement corporate governance and enhance the functions of the Board of Directors and CAPITAL | 2025 ANNUAL REPORT 31 --- Corporate Governance Report functional committees, the Company passed the “Performance Evaluation Guidelines for the Board of Directors and Functional Committees” at the 6th meeting of the 11th term of the Board of Directors on March 26, 2020, and has conducted board performance evaluations annually since then. (V) In 2023, the Company commissioned the Taipei Foundation of Finance to conduct a performance evaluation of the Board of Directors. The organization and its evaluation executive committee members had no business dealings with the Company and maintained independence. Relevant details are as follows: - Assessment institution: Taipei Financial Research and Development Foundation - Evaluation period: From January 1, 2022 to November 30, 2023 - Evaluation Committee members: Chang, Hsiu-Lien (Deputy Convener of the Evaluation Committee), Lai, Ching-Chi (Deputy Convener and Executive Secretary of the Evaluation Committee) - Working Group: Mei, Kuo-Chung (Deputy Executive Secretary of the Evaluation Committee), Cheng Yu-Chung (Secretary of the Evaluation Committee) - Content and scope of evaluation: Primarily based on seven major aspects of assessment regarding institution development, including safeguarding shareholder rights, strengthening Board structure and operations, participation in company operations, improving the decision-making quality of the Board, enhancing information transparency, internal controls, and promoting sustainable development. Additional evaluation considerations are also included to review the operation of the Company's Board of Directors and functional committees. Evaluation method: The Taipei Financial Research and Development Foundation used a paper-based self-evaluation questionnaire and reviewed the Board meeting minutes, current internal policies, other supporting documents, and public information provided by the Company. On December 1, 2023, the Taipei Financial Research and Development Foundation appointed two evaluation committee members and two working group members to conduct on-site evaluations, interviewing the Company’s Chairman, General Manager, the conveners of the Board of Directors and functional committees, the corporate governance officer, and the CFO. The evaluation report was submitted on December 12, 2023, and the evaluation results were reported at the 10th meeting of the 12th Board on January 22, 2024. Recommendations: | Item No. | Recommendation | State of improvement | | --- | --- | --- | | 1 | It is recommended for the Company to incorporate ESG indicators into managers' annual performance appraisal KPIs to strengthen the sustainable development efforts of the Company and improve managers' capabilities in sustainable governance. | The Company has incorporated senior managers' performance measurement indicators (KPI Implementation Guidelines) into its sustainability development projects, with sustainability performance indicators weighted at 7–27% (depending on the manager's position). These indicators include sustainable finance evaluation, corporate governance evaluation, GHG inventory, inclusive finance and responsible finance, ESG talent cultivation, ESG investment portfolio, green bond underwriting position, and volunteer leave as part of work performance evaluation. | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Item No. | Recommendation | State of improvement | | --- | --- | --- | | 2 | To ensure all Board members fulfill the required annual continuing education hours, it is recommended that the Company include video conferencing options when arranging or recommending professional continuing education and training courses. | The directors completed 132 hours of continuing education in 2024 and 149 hours in 2025, exceeding the statutory required hours in both years, with a 100% completion rate. | | 3 | The Company is encouraged to continuously enhance the professional competence of its directors, supervisors, managers, and staff by either hosting its own training or participating in professional sustainable finance training offered by external organizations. | 1. Each director of the Company participated in continuing education courses on sustainable finance offered by external professional organizations, including the Taiwan Academy of Banking and Finance, the Securities and Futures Institute, the Taiwan Stock Exchange, the Corporate Operating and Sustainable Development Association, and the Taipei Financial Research and Development Foundation, for a total of 95 training hours in 2025. Professional continuing education courses on sustainable finance will continue to be provided to directors in the future. 2. To improve the professional quality and competitiveness of our staff, we have established a digital learning platform that offers a variety of sustainable finance related courses and regularly invites experts and scholars to deliver special lectures on finance. | ## (2) Board assessment implementation status The performance evaluation results of the Board of Directors and functional committees for 2025 were reported at the 6th meeting of the 13th Board on January 23, 2026. | Evaluation cycle | Once per year | | --- | --- | | Evaluation period | Performance evaluation from January 1 to December 31, 2025 | | Scope of evaluation | Board of Directors, directors, and functional committees (Audit Committee, Remuneration Committee, Risk Management Committee, and Integrity and Sustainable Development Committee) | | Evaluation method | Internal Board self-evaluation, Board member self-evaluation, and functional committee internal self-evaluation | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # Evaluation content and results I. Board performance evaluation covered five key dimensions with a total of 44 items. All directors and independent directors (nine in total) conducted a self-evaluation, achieving an overall average score of 4.99 out of 5. The overall evaluation results were positive and affirming. The average scores, supplementary descriptions, and overall comments for each dimension are summarized as follows: | Evaluation dimensions | Evaluation items | Average score | | --- | --- | --- | | I. Level of participation in the Company's operations | A total of 12 items | 4.99 | | II. Improving the decision-making quality of the Board | A total of 12 items | 5.00 | | III. Composition and structure of the Board of Directors | A total of 7 items | 4.98 | | IV. Election and continuing education of directors | A total of 4 items | 5.00 | | V. Internal controls | A total of 6 items | 5.00 | | VI. Participation in sustainability (ESG) | A total of 3 items | 5.00 | | Subtotal | A total of 44 items | 4.99 | | Supplementary information: | | | | Overall comments: Director Liu, Ching-Tsun – performing well. | | | II. The Board member self-evaluation covered six key dimensions with a total of 23 items. All directors and independent directors (nine in total) conducted a self-evaluation, achieving an overall average score of 4.98 out of 5. The overall evaluation results were positive and affirming. The average scores, supplementary descriptions, and overall comments for each dimension are summarized as follows: | Evaluation dimensions | Evaluation items | Average score | | --- | --- | --- | | I. Understanding of company goals and missions | A total of 3 items | 5.00 | | II. Awareness of directors' responsibilities | A total of 3 items | 5.00 | | III. Level of participation in the Company's operations | A total of 8 items | 4.96 | | IV. Internal relations management and communication | A total of 3 items | 4.96 | | V. Directors' professionalism and continuing education | A total of 3 items | 5.00 | | VI. Internal controls | A total of 3 items | 5.00 | | Subtotal | A total of 23 items | 4.98 | | Supplementary information: None | | | | Overall comments: Director Liu, Ching-Tsun – performing well. | | | III. The Audit Committee performance evaluation covered five key dimensions with a total of 23 items. All independent directors (three in total) conducted a self-evaluation, achieving an overall average score of 5.00 out of 5. The overall evaluation results were positive and affirming. The average scores, supplementary descriptions, and overall comments for each dimension are summarized as follows: | Evaluation dimensions | Evaluation items | Average score | | --- | --- | --- | | I. Level of participation in the Company's operations | A total of 5 items | 5.00 | | II. Awareness of the Audit Committee's responsibilities | A total of 5 items | 5.00 | | III. Improving the decision-making quality of the Audit Committee | A total of 7 items | 5.00 | | IV. Composition and selection of the Audit Committee members | A total of 3 items | 5.00 | | V. Internal controls | A total of 3 items | 5.00 | | Subtotal | A total of 23 items | 5.00 | | Supplementary description: None. | | | | Overall comments: None. | | | 34 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # Evaluation content and results IV. The Remuneration Committee performance evaluation covered four key dimensions with a total of 19 items. All members (three in total) conducted a self-evaluation, achieving an overall average score of 5.00 out of 5. The overall evaluation results were positive and affirming. The average scores, supplementary descriptions, and overall comments for each dimension are summarized as follows: | Evaluation dimensions | Evaluation items | Average score | | --- | --- | --- | | I. Level of participation in the Company's operations | A total of 5 items | 5.00 | | II. Awareness of the Remuneration Committee's responsibilities | A total of 4 items | 5.00 | | III. Improving the decision-making quality of the Remuneration Committee | A total of 7 items | 5.00 | | IV. Composition and selection of the Remuneration Committee members | A total of 3 items | 5.00 | | Subtotal | A total of 19 items | 5.00 | | Supplementary description: None. | | | | Overall comments: None. | | | V. The performance evaluation of the Risk Management Committee is measured by the following four key areas, encompassing 19 evaluation items. All committee members (a total of 4) conduct a self-assessment, resulting in an overall average score of 4.98 (out of 5). The overall evaluation results are positive and affirming. The average scores, supplementary descriptions, and overall comments for each dimension are summarized as follows: | Evaluation dimensions | Evaluation items | Average score | | --- | --- | --- | | I. Level of participation in the Company's operations | A total of 5 items | 5.00 | | II. Awareness of the Risk Management Committee's responsibilities | A total of 4 items | 5.00 | | III. Improving the decision-making quality of the Risk Management Committee | A total of 7 items | 5.00 | | IV. Composition and selection of the Risk Management Committee members | A total of 3 items | 4.92 | | Subtotal | A total of 19 items | 4.99 | | Supplementary description: None. | | | | Overall comments: None. | | | VI. The Integrity and Sustainable Development Committee performance evaluation covered four key dimensions with a total of 18 items. All members (four in total) conducted a self-evaluation, achieving an overall average score of 5.00 out of 5. The overall evaluation results were positive and affirming. The average scores, supplementary descriptions, and overall comments for each dimension are summarized as follows: | Evaluation dimensions | Evaluation items | Average score | | --- | --- | --- | | I. Level of participation in the Company's operations | A total of 5 items | 5.00 | | II. Awareness of the Integrity and Sustainable Development Committee's responsibilities | A total of 3 items | 5.00 | | III. Improving the decision-making quality of the Integrity and Sustainable Development Committee | A total of 7 items | 5.00 | | IV. Composition and selection of the Integrity and Sustainable Development Committee members | A total of 3 items | 5.00 | | Subtotal | A total of 18 items | 5.00 | | Supplementary description: None. | | | | Overall comments: None. | | | Note: The evaluation level and score for each aspect represent – 1: Extremely poor; 2: Poor; 3: Moderate; 4: Good; 5: Extremely good. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report ## (II) Information on operation of Audit Committee 1. The Audit Committee of the Company is composed of three independent directors. The operation of the Audit Committee is mainly for the purpose of overseeing the following matters: (1) Fair presentation of the company's financial statements. (2) Selection (dismissal) of certified public accountants and their independence and performance. (3) Effective implementation of the Company's internal controls. (4) Compliance with relevant laws and regulations. (5) Management of the Company's existing or potential risks. The Audit Committee shall meet at least once per quarter, and may convene additional meetings as needed. 2. In the most recent fiscal year (2025.01.01–2026.02.28), eight meetings of the Audit Committee were held. The attendance of the directors is as follows: | Title | Name | Actual attendance | Attendance by proxy | Attendance rate (%) | Remark | | --- | --- | --- | --- | --- | --- | | Independent Director (Convener) | Lee, Shen-Yi | 8 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Independent Director | Lin, Tsalm-Hsiang | 8 | 0 | 100% | Reelected Date of election: 2025.05.28 | | Independent Director | Su, Chiu-Hsia | 5 | 0 | 100% | Newly elected Date of election: 2025.05.28 | | Former Independent Director | Shea, Jia-Dong | 3 | 0 | 100% | Relieved of duty Date of election: 2025.05.28 | ## Other information required: 1. For Audit Committee meetings that meet any of the following criteria, state the date and session of the meeting, the topics discussed, the content of any objections, reservations, or material recommendations from independent directors, the Audit Committee's resolution, and how the company has responded to the Committee's opinions: (I) Matters listed in Article 14-5 of the Securities and Exchange Act: | Meeting date | Content of motion | Resolution | The Company's response to the Audit Committee's opinions | | --- | --- | --- | --- | | 2025.01.06 14th meeting of the 3rd term | Ratification for the motion for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect for ratification. | The ratification was approved. | This motion was unanimously approved for ratification after the chair sought the consent of the other directors present at the 17th meeting of the 12th Board on 2025.01.10. | | | Motion for reappointment of CPA Wu, Cheng-Yen and CPA Chen, Yi-Jen of KPMG as the Company's auditors for 2025. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 17th meeting of the 12th Board on 2025.01.10 | | | Motion for participation in the cash capital increase of Capital Futures Corp., an investee company. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 17th meeting of the 12th Board on 2025.01.10 | 36 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Meeting date | Content of motion | Resolution | The Company's response to the Audit Committee's opinions | | --- | --- | --- | --- | | 2025.03.07 15th meeting of the 3rd term | Ratification for the motion for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect for ratification. | The ratification was approved. | This motion was unanimously approved for ratification after the chair sought the consent of the other directors present at the 18th meeting of the 12th Board on 2025.03.07. | | | Motion for the Company's 2024 "Declaration of Internal Control System." | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 18th meeting of the 12th Board on 2025.03.07 | | | Motion for the Company's 2024 "Statement on Internal Control Systems for Anti-Money Laundering and Counter-Terrorist Financing." | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 18th meeting of the 12th Board on 2025.03.07 | | | Motion for the Compaany's individual and consolidated financial statements for 2024. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 18th meeting of the 12th Board on 2025.03.07 | | | Motion for the recommendations for the Company's 2024 earnings distribution. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 18th meeting of the 12th Board on 2025.03.07 | | | Motion for the Company's 2024 Business Report. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 18th meeting of the 12th Board on 2025.03.07 | | 2025.05.09 16th meeting of the 3rd term | Ratification for the motion for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect for ratification. | The ratification was approved. | This motion was unanimously approved for ratification after the chair sought the consent of the other directors present at the 19th meeting of the 12th Board on 2025.05.12. | | | Motion for the Company's 2024 compliance risk assessment report. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 19th meeting of the 12th Board on 2025.05.12. | | | Motion for the Company's 2024 "anti-money laundering and counter-terrorist financing risk assessment." | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 19th meeting of the 12th Board on 2025.05.12. | | | Motion for the Company's consolidated financial report for Q1 2025. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 19th meeting of the 12th Board on 2025.05.12. | | | Motion to approve that the Company's chief accountant and audit officer concurrently serve for the Company's proprietary futures trading business. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 19th meeting of the 12th Board on 2025.05.12. | | 2025.06.19 1st meeting of the 4th term | Motion for appointment of relevant personnel to serve as the Company's chief accounting officer and finance officer to implement a professional division of labor and strengthen management responsibilities. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 1st meeting of the 13th Board on 2025.06.19. | CAPITAL | 2025 ANNUAL REPORT 37 --- Corporate Governance Report | Meeting date | Content of motion | Resolution | The Company's response to the Audit Committee's opinions | | --- | --- | --- | --- | | 2025.08.18 2nd meeting of the 4th term | Ratification for the motion for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect for ratification. | The ratification was approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 2nd meeting of the 13th Board on 2025.08.25. | | | Motion for the Company's individual and consolidated financial statements for Q2 2025. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 2nd meeting of the 13th Board on 2025.08.25. | | 2025.11.07 3rd meeting of the 4th term | Ratification for the motion for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect for ratification. | The ratification was approved. | This motion was unanimously approved for ratification after the chair sought the consent of the other directors present at the 4th meeting of the 13th Board on 2025.11.10. | | | Motion for formulation of the Company's 2026 internal audit plan. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 4th meeting of the 13th Board on 2025.11.10. | | | Motion for the Company's consolidated financial reports for Q3 2025. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 4th meeting of the 13th Board on 2025.11.10. | | | Motion for changing the head of the Finance Department. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 4th meeting of the 13th Board on 2025.11.10. | | 2026.01.16 4th meeting of the 4th term | Ratification for the motion for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect for ratification. | The ratification was approved. | This motion was unanimously approved for ratification after the chair sought the consent of the other directors present at the 6th meeting of the 13th Board on 2026.01.23. | | | Motion for reappointment of CPA Wu, Cheng-Yen and CPA Chen, Yi-Jen of KPMG as the Company's auditors for 2026. | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 6th meeting of the 13th Board on 2026.01.23. | | | Motion for amendment to the Company's "Procedures for the Acquisition or Disposal of Assets." | Approved. | This motion was unanimously approved after the chair sought the consent of the other directors present at the 6th meeting of the 13th Board on 2026.01.23, and was to be submitted to the 2026 shareholders' meeting for discussion. | (II)Except for the preceding matters, any matter that has not been approved by the Audit Committee but has been adopted with the approval of two-thirds or more of all board directors without the Audit Committee's approval: None. 38 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report II. Recusal of the independent directors from motions involving their interests; specify the names of the independent directors, the content of the motions, the reasons for recusal, and their participation in voting. There was no conflict of interest involving independent directors in Audit Committee meetings held between January 1, 2025 and February 26, 2026. III. Communication between independent directors and the chief internal auditor and CPAs (including major matters, methods, and results of communication regarding the Company's financial and business conditions). 1. The Company submits a monthly written report to the independent directors for review, summarizing audit deficiencies and the status of corrective actions taken during the previous month. The independent directors provide comments on the report, request clarifications and/or reports, and offer other recommendations as needed. 2. The Company's chief internal auditor attends the Audit Committee meetings to explain to the independent directors any amendments to, and the effectiveness of, the internal control system. 3. The Company convenes a Board meeting at least once per quarter. The independent directors and chief auditor attend all Board meetings. At each meeting, the chief auditor reports on internal audit operations and audit results, including follow-up actions. 4. When reviewing the semi-annual and annual financial reports, the CPAs shall attend the Audit Committee meeting to explain the audit process of the company's financial statements, the scope of matters, relevant regulatory updates, and engage in a full discussion with the independent directors. CPAs also attend Board meetings to brief the directors. 5. With open communication channels, the chief auditor, CPAs and independent directors communicate directly with each other at any time as needed. CAPITAL | 2025 ANNUAL REPORT 39 --- Corporate Governance Report 6. Summary of the communications between independent directors and the chief internal auditor | Meeting date | Communication topics and summaries | Implementation results | | --- | --- | --- | | 2025.01.06 14th meeting of the 3rd Audit Committee | Ratification for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect. No comments at the meeting. | After review and approval, this motion was submitted to the 17th meeting of the 12th Board on 2025.01.10 for ratification. | | 2025.03.07 15th meeting of the 3rd Audit Committee | Ratification for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect. No comments at the meeting. | After review and approval, this motion was submitted to the 18th meeting of the 12th Board on 2025.03.07 for ratification. | | | Motion for the Company's 2024 "Declaration of Internal Control System." No comments at the meeting. | After approval, this motion was submitted to the 18th meeting of the 12th Board on 2025.03.07 for ratification. | | 2025.05.09 16th meeting of the 3rd Audit Committee | Ratification for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect. No comments at the meeting. | After review and approval, this motion was submitted to the 19th meeting of the 12th Board on 2025.05.12 for ratification. | | 2025.08.18 2nd meeting of the 4th Audit Committee | Ratification for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect. No comments at the meeting. | After review and approval, this motion was submitted to the 2nd meeting of the 13th Board on 2025.08.25 for ratification. | | 2025.11.07 3rd meeting of the 4th Audit Committee | Ratification for revising the Company's "Internal Control System" and "Internal Audit Enforcement Rules" based on an external letter. This was put into effect. No comments at the meeting. | After review and approval, this motion was submitted to the 4th meeting of the 13th Board on 2025.11.10 for ratification. | 7. Summary of communications between independent directors and CPAs | Meeting date | Communication topics and summaries | Implementation results | | --- | --- | --- | | 2025.03.07 15th meeting of the 3rd Audit Committee | 1. The CPAs reported to the corporate governance unit on matters communicated regarding the Company's 2024 individual and consolidated financial statements. 2. The Company's individual and consolidated financial statements for 2024. The independent directors discussed with the CPAs issues such as audit findings, recent updates to auditing standards, and important changes to securities regulations. | After review and approval, this motion was submitted to the 18th meeting of the 12th Board on 2025.03.07 for approval, and was announced as scheduled. | | 2025.08.18 2nd meeting of the 4th Audit Committee | 1. The CPAs reported to the corporate governance unit on matters communicated regarding the Company's individual and consolidated financial statements for Q2 2025. 2. The Company's individual and consolidated financial statements for Q2 2025. The independent directors and the CPAs discussed and communicated with each other regarding audit items and important updates to accounting and securities regulations. | After review and approval, this motion was submitted to the 2nd meeting of the 13th Board on 2025.08.25 for approval, and was announced as scheduled. | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (III)Status of implementation of corporate governance and differences from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such differences | Evaluation items | Status of implementation | | | Differences from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | I. Has the Company established and disclosed its own Corporate Governance Best-Practice Principles based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? | V | | The Company has established its “Corporate Governance Best-Practice Principles,” which are disclosed on the company website, intranet, and the Market Observation Post System. | None | | II. Company shareholding structure and shareholders' rights (I) Has the Company established internal procedures to handle shareholders' proposals, concerns, disputes, and litigation matters, and implemented them accordingly? | V | | (I) The Company has established “Business Dispute Resolution Guidelines” and “Fair Treatment of Customers Principles,” while the sales unit has implemented various operating procedures or guidelines for customer rights protection, standard operating procedures for business personnel, customer data application, confidentiality, and the handling of customer feedback. In addition, the Company has a spokesperson, investor relations and shareholder services contacts, a stakeholder section on the corporate website, as well as a customer service center and a Legal and Compliance Office. We provide a point of contact and facilitate communication for all stakeholders, handling relevant suggestions, inquiries, disputes, and litigation matters. (II) The Company tracks shareholders’ holdings and maintains shareholder lists based on the shareholder register and monthly shareholding declaration and confirmation process. The list of major shareholders of corporate shareholders and the major shareholders of corporate shareholders who are themselves legal entities is disclosed on pp. 7-12; additionally, shareholders holding the top ten shareholding percentages are disclosed on page 94-95. | None | | (II) Does the company possess a list of the company's major shareholders and a list of the ultimate controllers of its major shareholders? | V | | (II) The Company has “Guidelines for Financial and Business Transactions Among Related Parties” to improve financial and business transactions with related parties and strengthen risk management. All other matters are handled in accordance with the competent authority’s regulations. (IV) The Company has established the “Ethical Management Operating Procedures and Code of Conduct,” the “Internal Material Information Handling Guidelines,” and the “Procedures for Insider Securities Trading and Futures Trading” to regulate insider trading of securities and other transactions using non-public information. | None | | (III) Has the company established and implemented the risk control and firewall mechanisms between the affiliates? | V | | (III) The Company has “Guidelines for Financial and Business Transactions Among Related Parties” to improve financial and business transactions with related parties and strengthen risk management. All other matters are handled in accordance with the competent authority’s regulations. | None | | (IV) Has the company set up internal regulations to prohibit internal personnel from utilizing the undisclosed information to trade securities? | V | | (IV) The Company has established the “Ethical Management Operating Procedures and Code of Conduct,” the “Internal Material Information Handling Guidelines,” and the “Procedures for Insider Securities Trading and Futures Trading” to regulate insider trading of securities and other transactions using non-public information. | None | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Evaluation items | Status of implementation | | | Differences from the Corporate Governance Best-Practice Principles for TWSE/ TPEs Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | III. Composition and responsibilities of the Board of Directors (I) Has the board formulated a diversity policy and specific management objectives, and have they been implemented? | V | | (I) The Company has formulated the “Rules for Election of Directors” and “Corporate Governance Best-Practice Principles,” available on the Company’s website and the Market Observation Post System, stipulating that the Board of Directors shall formulate appropriate diversity policies with respect to its operation, business model, and development needs. Members of the Board of Directors shall generally have the knowledge, skills and experience necessary to perform their duties. The composition of the members should reflect diversity, including but not limited to gender, age, culture, educational background, and professional experience. In order to enhance corporate governance and strengthen the functions and independence of independent directors, the Company has adopted rigorous standards and clearly stipulates that independent directors may serve no more than three consecutive terms. Currently, none of the independent directors have served more than three consecutive terms. The professional knowledge of the members of the Board of Directors covers business management, banking/securities, finance and investment, information technology, net-zero transition, inclusive finance, and law. Independent directors have diverse backgrounds, including academic expertise and extensive industry experience, which helps promote the Company’s overall development strategy and operational performance. The detailed information on the members of the Board of Directors and the implementation of diversification are disclosed on pp. 5-6 and pp. 13-15. | None | | (II) Apart from the remuneration committee and audit committee, has the company voluntarily established other functional committees? | | | (II) The Company currently has a Remuneration Committee, an Audit Committee, a Risk Management Committee, and an Integrity and Sustainable Development Committee. | None | | (III) Has the company established Regulations Governing the Board Performance Evaluation and its evaluation methods? Does the company conduct a performance evaluation each year, submit the results to the Board of Directors, and use them as a reference when determining remuneration for individual directors and nominations for reappointment? | | | (III) The Company has the “Performance Evaluation Guidelines for the Board of Directors and Functional Committees” in place for conducting evaluations. The performance evaluation results of the Board of Directors and functional committees for 2025 were reported at the 6th meeting of the 13th Board on January 23, 2026. The results will be used as a reference for selecting or nominating directors. Additionally, individual director performance evaluations may be used as a reference for determining individual remuneration. Once every three years, the Company engages an external professional and independent institution or external experts/ scholars to conduct a board performance evaluation. Based on external recommendations, the Company develops and implements improvement plans to continuously enhance its Board governance mechanisms. In 2023, the Company commissioned the Taiwan Academy of Banking and Finance to conduct an external board performance evaluation of the Board of Directors. Please refer to pp. 32-33 of this annual report. | None | 42 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Evaluation items | Status of implementation | | | Differences from the Corporate Governance Best-Practice Principles for TWSE/ TPEx Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (IV) Does the company regularly assess the independence of its CPAs? | | | (IV) The Company has established an independence evaluation form referencing Article 47 of the Certified Public Accountant Act and “Independence in Audits and Reviews” of the Code of Ethics for Professional Accountants No. 10, and has obtained a statement from the CPAs. On a regular basis, the Company (at least once a year) assesses the independence and suitability of the CPAs during meetings of the Audit Committee and the Board of Directors, with reference to audit quality indicators (AQIs). At the 4th meeting of the 4th Audit Committee on January 16, 2026, and the 6th meeting of the 13th Board of Directors on January 23, 2026, CPA Wu, Cheng-Yen and CPA Chen, Yi-Jen of KPMG were evaluated as meeting the independence evaluation standards and were deemed qualified to serve as the Company's financial and tax audit accountants. | None | | IV. Has the Company assigned a sufficient number of qualified personnel for corporate governance and appointed a person in charge of corporate governance, responsible for governance-related matters, including but not limited to providing directors and supervisors with necessary information, assisting directors and supervisors in complying with laws and regulations, organizing board and shareholders' meetings in accordance with the law, and preparing board and shareholders' meeting minutes? | V | | The Company has established a Sustainable Development Department under the Planning Office, staffed with appropriate personnel to handle matters related to the Board of Directors and shareholders' meetings in accordance with the law. The Department produces minutes of Board of Directors and shareholders' meetings, assists directors in complying with laws and regulations and continuing their education, provides information required for business execution, compiles the sustainability report, promotes corporate governance operations, enhances Board functions, and shapes the corporate governance culture. From June 10, 2022, Hsieh, Hsiu-Ying, Senior Associate of the Planning Office, has been concurrently serving as the Corporate Governance Officer of the Company. In accordance with Article 24 of the “Regulations Governing Appointment of Directors and Compliance Matters for Public Companies,” the continuing education hours for 2025 are 12 hours. Please refer to the Company's website for details on continuing education. | None | | V. Has the company established channels for communication with the stakeholders (including, but not limited to, shareholders, employees, customers, and suppliers), and set up a section for stakeholders on the official website of the Company with a proper response to the concerns of the stakeholders on issues related to corporate social responsibility? | V | | The Company has a spokesperson, an investor relations team, and a customer service center. A stakeholder section is also available on the Company's website, where contact information for various inquiries is provided to allow stakeholders to give feedback. We are committed to maximizing stakeholder value and maintaining open, effective, and diverse communication channels to identify and address any concerns. The Company regularly (at least once a year) reports its communication with stakeholders to the Board of Directors. The Company's stakeholder communication for 2025 was reported to the Board of Directors at the 6th meeting of the 13th term on January 23, 2026. | None | | VI. Does the company engage a professional stock transfer agency to handle affairs related to shareholders' meetings? | V | | The Company is an integrated securities firm, and its Stock Agency Department is a professional stock agency. The department handles the Company's shareholders' meeting affairs. | None | CAPITAL | 2025 ANNUAL REPORT 43 --- Corporate Governance Report | Evaluation items | Status of implementation | | | Differences from the Corporate Governance Best-Practice Principles for TWSE/ TPEs Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | VII. Information disclosure (I) Does the company have a website set up where its financial business, and corporate governance information is disclosed? (II) Has the company adopted other information disclosure methods (e.g. establishing an English website, designating a responsible person for collecting and disclosing information of the Company, substantiating the spokesman system, and upload the procedure of investors conference on its website)? (III) Has the company published and reported its annual financial report within two months after the end of a fiscal year, and published and reported its financial reports for the first, second, and third quarters, as well as its operating status for each month before the specified deadlines? | V | | (I) The Company discloses relevant financial, business, and corporate governance information on its website and updates it regularly for investors' review. (II) The Company has established an English website, which is directly accessible from its official website. The Company's information collection and disclosure are handled by the relevant departments and are disclosed on the Company's website, annual report, and Market Observation Post System. The Company has a spokesperson and acting spokesperson responsible for investor relations matters. Their contact information is disclosed on the Company's website to provide investors with a convenient communication channel. The Company's investor conference information and audio/video recordings are disclosed on the company website. (III) The Company publishes and reports its financial reports for the first, second, and third quarters, as well as its monthly operating status in accordance with the "Securities and Exchange Act" and the "Regulations Governing Securities Firms." | None None The Company follows the "Securities and Exchange Act" and the "Regulations Governing Securities Firms" | | VIII. Is there any important information (including, but not limited to, employee rights and benefits, employee care, investor relations, supplier relations, stakeholder rights, the continuing education of directors and supervisors, risk management policy and risk assessment implementation, the pursuit of customer policy, and the purchase of liability insurance for the company's directors and supervisors) that is helpful in understanding the corporate governance operations of the company? | V | | (I) Employee rights: The Company has various human resources management measures, as well as the "Workplace Sexual Harassment Prevention, Grievance and Disciplinary Policy" and "Employee Opinion Usage Guidelines." Any suggestions regarding business scope, operation procedures, administrative measures, regulations, or opinions that are helpful to the operation or that infringe upon or affect personal interests may be submitted. (II) Employee care: The Company offers various types of leave as required by law. In addition, the Company also provides labor insurance and National Health Insurance for its employees, as well as various insurance schemes at preferential rates (accident insurance, life insurance, medical insurance, and savings insurance, etc.) Subsidies are also provided for employee weddings, funerals, and emergencies, accompanied by a series of employee activities organized to enhance employee commitment and identification with the Company. (III) Investor relations and stakeholders' rights: The Company has a spokesperson and an alternate spokesperson, as well as an investor relations and customer service center. A dedicated stakeholder section is available on the Company's website, with contact points and contact information disclosed for stakeholders to submit their feedback. The Company is committed to maximizing stakeholders' interests and maintaining open, effective, and diverse communication channels to identify issues and implement appropriate responses. | None | 44 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Evaluation items | Yes | No | Summary | Differences from the Corporate Governance Best-Practice Principles for TWSE/TPEs Listed Companies and the reasons | | --- | --- | --- | --- | --- | | VIII. Is there any important information (including, but not limited to, employee rights and benefits, employee care, investor relations, supplier relations, stakeholder rights, the continuing education of directors and supervisors, risk management policy and risk assessment implementation, the pursuit of customer policy, and the purchase of liability insurance for the company's directors and supervisors) that is helpful in understanding the corporate governance operations of the company? | | | (IV) Supplier relations: The Company requires all suppliers to sign the “Human Rights and Environmental Sustainability Commitment Letter” to communicate and commit to complying with and practicing its human rights policies, environmental sustainability policies, and code of conduct policies (ethical management, anti-corruption, and anti-bribery). In doing this, we promote environmental sustainability and fulfill corporate social responsibility. 100% of suppliers signed the Commitment Letter this year, completing full communication and explanation to all suppliers. On August 16, 2024, the Company held a “Supplier Conference – Sustainability and SDGs Advocacy Conference,” with a particular focus on “A Net-Zero, Low-Carbon, Sustainable Future; A Diverse and Inclusive Workplace,” while actively encouraging supplier partners to respond to the United Nations Sustainable Development Goals (SDGs). (V) Continuing education of directors: Detailed information on continuing education of directors is disclosed on pp.88-91. (VI) Risk management policy and risk assessment implementation: The Company has established a risk management system and risk measurement standards, and holds Risk Management Committee meetings quarterly. The risk management unit assesses risks and returns and submits a report on the appropriateness of the Company's capital adequacy to management. Through implementation of the risk management system, the Company aims to generate stable and high-quality returns for shareholders. (VII) Implementation of the Customer Policy: 1. The Company has established the “Guidelines for Fair Treatment of Customers,” which cover a number of principles including fair and honest contracting, duty of care and loyalty, truthful advertisement and promotion, suitability of products or services, notification and disclosure, sale of complex high-risk products, balance between remuneration and performance, complaint protection, and professionalism of sales personnel. 2. The Company has established the “Financial Friendly Service Operating Procedures” to ensure that persons with disabilities fully enjoy basic rights, equal access, and reasonable accommodations in financial services. Consequently, the Company aims to provide barrier-free financial services to persons with disabilities, improve the quality of the Company's services, and create a friendly financial environment. 3. The Company has established the “Management Procedures for Providing Financial Services to Elderly Customers” to strengthen the protection of the rights of elderly customers. 4. The Company has established the “Business Dispute Resolution Guidelines” to improve the efficiency and quality of consumer dispute resolution, and uphold the principle of treating customers fairly to protect the rights and interests of financial consumers. | | CAPITAL | 2025 ANNUAL REPORT 45 --- Corporate Governance Report | Evaluation items | Status of implementation | | | Differences from the Corporate Governance Best-Practice Principles for TWSE/ TPEs Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | VIII. Is there any important information (including, but not limited to, employee rights and benefits, employee care, investor relations, supplier relations, stakeholder rights, the continuing education of directors and supervisors, risk management policy and risk assessment implementation, the pursuit of customer policy, and the purchase of liability insurance for the company's directors and supervisors) that is helpful in understanding the corporate governance operations of the company? | | | (VIII) Purchase of liability insurance for directors: The Company renews liability insurance for all directors annually subject to the Board's approval. Approved at the 2nd meeting of the 13th Board on August 25, 2025 – Motion for liability insurance for directors, supervisors and key personnel. | | | IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement items and measures for any issues that are yet to be improved: 1. In the 2024 corporate governance evaluation, the Company ranked in the top 6–20% of listed companies evaluated. The Company will continue to strengthen the Board’s structure and operations, enhance the protection of shareholder rights and transparency of information, and promote sustainable development. In addition, the Company will review items that did not receive a score and set corresponding targets for achievement. 2. The 2025 corporate governance evaluation results have not yet been announced as of the annual report publication date. | | | | | 46 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # (IV) Operation of Remuneration Committee ## 1. Information on Remuneration Committee members December 31, 2025 | Mortity (Note 1) | Name | Professional qualifications and experience (Note 2) | State of independence (Note 3) | Number of other publicly listed companies served as a remuneration committee member concurrently | | --- | --- | --- | --- | --- | | Convener Independent Director | Lee, Shen-Yi | For professional qualifications and main experience, please refer to “(I) Information on directors (2)” on p. 20. | Members of the Remuneration Committee of the Company maintain their independence within the scope of their duties and have no direct or indirect interest in the Company. Each member's independence is in compliance with Article 6 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.” | 0 | | Independent Director | Lin, Tsalm-Hsiang | For professional qualifications and main experience, please refer to “(I) Information on directors (2)” on p. 20. | | 1 | | Independent Director | Su, Chiu-Hsia | For professional qualifications and main experience, please refer to “(I) Information on directors (2)” on p. 20. | | 3 | Note 1: Please specify in the table the years of work, professional qualifications, experience, and independence of each remuneration committee member. If the member is an independent director, please indicate this in a note for the relevant content (e.g. please refer to Table 1 for information on directors on p. 00). For identity, please fill in “independent director” or “other” (please specify for a convener). Note 2: Professional qualifications and experience: Specify professional qualifications and experience of each remuneration committee member. Note 3: Independence criteria: The independence of each member of the Remuneration Committee must be specified, including, but not limited to: (i) whether the member, their spouse, or second-degree relatives serve as a director, supervisor, or employee of the Company or its affiliates; (ii) the number and proportion of shares held by the member, their spouse, or second-degree relatives (including shares held in another person’s name); (iii) whether the member serves as a director, supervisor, or employee of a company with which the Company has a specific relationship (see Subparagraphs 5-8, Paragraph 1, Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or Taipei Exchange); and (iv) the amount of remuneration received in the past two years for commercial, legal, financial, or accounting services provided to the Company or its affiliates. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report ## 2. Information on operation of Remuneration Committee I. The Company's Remuneration Committee consists of three members. II. Term of office for committee members: 1. Term of office for the 5th Committee: From June 27, 2022 to May 27, 2025. In 2025, the 5th Remuneration Committee met four times (A1). The qualifications and attendance of the committee members are as follows: | Title | Name | Actual attendance (B1) | Attendance by proxy | Attendance rate (%) (B1/A1) (Note) | Remark | | --- | --- | --- | --- | --- | --- | | Convener | Lee, Shen-Yi | 4 | 0 | 100% | | | Committee member | Lin, Tsalm-Hsiang | 4 | 0 | 100% | | | Committee member | Yen, Chien-San | 4 | 0 | 100% | | 2. Term of office for the 6th Committee: May 28, 2025 to May 27, 2028. In 2025, the 6th Remuneration Committee held five meetings (A2), and attendance statistics for each committee member are as follows: | Title | Name | Actual attendance (B2) | Attendance by proxy | Attendance rate (%) B2/(A2) | Remark | | --- | --- | --- | --- | --- | --- | | Convener | Lee, Shen-Yi | 5 | 0 | 100% | | | Committee member | Lin, Tsalm-Hsiang | 5 | 0 | 100% | | | Committee member | Su, Chiu-Hsia | 5 | 0 | 100% | | ## 3. Other information required: (1) If the board of directors declines to adopt or modify a recommendation from the remuneration committee, the date, session, topic discussed, the resolution of the board meeting, and the handling of the resolution of the remuneration committee shall be specified: None. (2) As to the resolution of the remuneration committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session and topic discussed of the committee meeting, all members' opinions and handling of members' opinions shall be specified: None ## III. Scope of responsibilities of the Remuneration Committee: 1. Formulate and regularly review policies, systems, standards, and structure for the performance evaluation and remuneration of directors and managers. 2. Regularly evaluate and determine the salary and remuneration of directors and managers. 48 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report IV. Dates and terms of meetings of the remuneration committee during the most recent year, the date, session, topic discussed and the resolution of the remuneration committee meeting, as well as the company's handling of the resolution of the remuneration committee: | Date/session | Content of motion | Resolution | The Company’s handling of the resolution of the remuneration committee | | --- | --- | --- | --- | | 2025.01.15 20th meeting of the 5th term | Motion for the performance appraisal results for the Company's managers and above for 2024 | Unanimously approved by all attending members | This was submitted to the 18th meeting of the 12th Board and approved for use as a basis for promotions, salary adjustments, and bonus disbursements for managers and above. | | 2025.01.15 20th meeting of the 5th term | Year-end bonus distribution for managers and above in 2024 | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 2025.01.22 21st meeting of the 5th term | The Company's holiday bonus distribution for managers and above for the second half of 2024. | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 2025.03.03 22nd meeting of the 5th term | Motion for reporting on the performance evaluation results of the Company's Board of Directors and functional committees for 2024 | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 2025.03.03 22nd meeting of the 5th term | Motion for the promotion of the Company’s managers and above | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 2025.03.03 22nd meeting of the 5th term | To amend the Company's Holiday Bonus Distribution Guidelines | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 2025.03.03 22nd meeting of the 5th term | To formulate the Company's Director Remuneration Management Guidelines | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 114.03.03 22nd meeting of the 5th term | Motion for distribution of director remuneration for 2024 | Unanimously approved by all attending members | Reported for approval at the 18th meeting of the 12th Board. | | 2025.04.29 23rd meeting of the 5th term | Motion for recommendations on salary adjustment of the Company's managers and above for 2025 | Unanimously approved by all attending members | Reported for approval at the 19th meeting of the 12th Board. | | 2025.04.29 23rd meeting of the 5th term | Motion for distribution of employee remuneration (cash) for 2024 | Unanimously approved by all attending members | Reported for approval at the 19th meeting of the 12th Board. | | 2025.04.29 23rd meeting of the 5th term | To amend the Company's Employee Performance Appraisal Guidelines | Unanimously approved by all attending members | Reported for approval at the 19th meeting of the 12th Board. | | 2025.08.13 2nd meeting of the 6th term | Performance appraisal results for the Company's managers and above for the first half of 2025 | Unanimously approved by all attending members | Reported for approval at the 2nd meeting of the 13th Board. | | 2025.08.13 2nd meeting of the 6th term | Distribution of holiday bonuses for managers and above for the first half of 2025. | Unanimously approved by all attending members | Reported for approval at the 2nd meeting of the 13th Board. | CAPITAL | 2025 ANNUAL REPORT 49 --- Corporate Governance Report (V) State of the company's promotion of sustainable development, any difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such difference | Promotion | Implementation | | | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | I. Has the company established a governance structure to promote sustainable development and set up a special (part-time) unit to promote sustainable development which is authorized by the board of directors to be handled by senior management and supervised by the board of directors? | V | 1. The Company established the "ESG Committee" in 2021. The Committee was renamed the "Sustainable Development Committee" on November 10, 2022, and is now under the supervision of the Board of Directors to strengthen its oversight of sustainable development issues. On August 23, 2024, affairs related to ethical corporate management were further incorporated into the Committee's responsibilities, and the Committee was renamed the "Integrity and Sustainable Development Committee." 2. There are four members on the Integrity and Sustainable Development Committee, with Chairman Chou, Hsiu-Chen serving as convener. The members include Independent Director Lee, Shen-Yi, Independent Director Lin, Tsalm-Hsiang, and Independent Director Su, Chiu-Hsia. For professional qualifications and main experience of the convener and members, please refer to "(I) Information on directors (2)" on p. 14. 3. The Committee is responsible for overseeing the planning and execution of sustainable development policies, and for monitoring the implementation of environmental, social, and corporate governance systems and management policies. This includes incorporating sustainable development principles into the Company's business strategies, regularly reviewing and evaluating performance, and ensuring the effectiveness of the initiatives. 4. The Integrity and Sustainable Development Committee reports to the Board of Directors every quarter on the implementation results and future work plans for sustainable development. In 2025, a total of four reports on the progress and implementation results of sustainable development initiatives were submitted to the Board of Directors. A total of five meetings were held in 2025. Topics covered at the meetings: annual sustainable development promotion plans, quarterly performance reports, GHG inventory and verification, approval of sustainability reports and TCFD climate-related financial disclosure reports, as well as business reports from the Integrity and Sustainable Development Office. 5. The Integrity and Sustainable Development Office has been set up under the Integrity and Sustainable Development Committee. The Office is led by the General Manager as CEO, to coordinate and advance the Company's sustainable development initiatives. The Office comprises seven working groups – Integrity and Corporate Governance Working Group, Sustainable Finance Working Group, Fair Treatment Working Group, Human Rights Protection Working Group, Environmental Sustainability Working Group, Climate Change Working Group, and Social Welfare Working Group. Each working group is led by a department head and is responsible for planning and executing related initiatives. | | None | CARITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for TWSE/TPLs Lights Companies and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | II.Has the company conducted risk assessments of environmental, social and corporate governance issues pertaining to company operation in accordance with the materiality principle and established the relevant risk management policy or strategy? (Note 2) | V | | 1. The scope of risk assessment focused on the Company, and the coverage period is from January to December 2025. The Company used the materiality issues identified in its sustainability report as its primary focus, and considered domestic and international sustainable development trends and feedback from external experts to assess the materiality of ESG issues. Following discussions among the working groups within the Integrity and Sustainable Development Office, relevant risk policies and corresponding action plans were established. 2. Environmental issues primarily involve physical risks and transition risks, including climate change, which can lead to natural disasters that cause operational disruptions and asset impairment. These also encompass GHG emissions accounting and reduction to comply with regulations or government requirements, as well as adjustments to investment and financing portfolios, ultimately increasing operating costs. Related response strategies: (1) Physical risks: a. Conduct regular GHG inventories and promote energy management policies and energy-saving and carbon reduction initiatives. Verification will be planned in accordance with international standards. b. Maintain the business continuity management system, periodically train employees in emergency response procedures, and obtain ISO 22301:2019 (BCMS) international certification. (2) Transformation risk: a. The Company conducts financial impact analysis and assessment of climate change issues in accordance with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), and has established the “Due Diligence Governance and Sustainable Investment Procedures” to incorporate high-carbon and high-sensitivity industries. By taking this approach, we are able to enhance investment value and promote the sound development of the Company and its investees. b. If the investor financing uses stocks in highly energy-intensive or GHG/high carbon emission industries as collateral, we will assess and control exposure based on the information transparency disclosure process and the impact on these industries to reduce credit risk exposure. c. Planning PCFA verification for Scope 3 can help advance the transition to a net-zero economy and build the Company’s credibility and reputation. 3. Social dimension: This primarily reflects employee manpower and health and safety, and related risks include labor relations, occupational safety, information security, and personal data protection. The Company formulated a human rights policy in 2022 to manage human rights-related risks. At Capital Securities, we provide lawful insurance and benefits to ensure equal opportunities in hiring, remuneration, performance evaluations, training, and career development. We regularly conduct health checks and implement various occupational safety and health measures and training programs to address related issues promptly. | None | CAPITAL | 2025 ANNUAL REPORT 51 --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for TWSE/TPEs Union Companies and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | II. Has the company conducted risk assessments of environmental, social and corporate governance issues pertaining to company operation in accordance with the materiality principle and established the relevant risk management policy or strategy? (Note 2) | | | 4. Corporate governance dimension: The Company has established corresponding policies on matters such as anti-money laundering, stakeholder communication, and strengthening director functions, as well as integrity management. These policies include performance evaluations of the Board of Directors and functional committees (including external evaluations), guidelines for anti-money laundering and countering the financing of terrorism, principles for the fair treatment of customers, a code of ethical corporate conduct, and a reporting system. By doing this, we aim to promote corporate governance in an honest, transparent, and sustainable manner. In practice, the Company performs a risk assessment at least annually and also conducts ad hoc risk assessments in response to market or business changes, and then reviews its management mechanisms based on the assessment results. 5. The Company regularly discloses relevant policies on its official website, annual reports, and the Market Observation Post System. This includes sustainability reports; sustainable development promotion plans and results; climate change information; human rights policies; energy management and GHG emission policies; low-carbon strategies and action plans; water resources and waste management; and risk management policies on environmental, social, and corporate governance issues. | | | III. Environmental issues (I) Does the company have an appropriate environmental management system established in accordance with its industrial characteristics? | V | | (I) 1. As a financial securities firm, the Company is not a manufacturer and generally has a lower direct impact on the environment. However, to mitigate global warming and reduce energy resource consumption, the Company adopted ISO 14001 Environmental Management System starting in 2025 and obtained certification from the international certification body BSI (Certificate validity period: December 26, 2025 – December 25, 2028), demonstrating our commitment to environmental sustainability. Pursuant to the environmental management handbook, the Company continues to implement various energy-saving and carbon reduction measures and phase out old equipment. 2. From 2022 onwards, in accordance with the FSC’s “Roadmap for Sustainable Development of Listed Companies,” we started implementing an organization-wide ISO 14064-1 GHG inventory and established environmental targets for 2023–2030, using 2023 as the base year. These targets include reductions in Scope 1 and Scope 2 GHG emissions, energy consumption, as well as waste and water usage. Progress on these targets will be reviewed annually against the base year and reported to the Board of Directors. | None | 52 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Strategies for TWSE/TPEs Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (II)Is the company committed to improving energy use efficiency and using recycled or renewable materials with low environmental impact? | V | | (II) The Company has always been committed to improving energy use efficiency, driven by a commitment to reducing energy consumption and saving costs. Starting 2024, we implemented the ISO 50001 energy management system and obtained certification from the international certification body BSI (Certificate validity: 2024/12/24–2027/12/23), demonstrating our strong dedication to energy conservation and carbon reduction. In addition, starting in 2022, to align with the “Practical Guide for Sustainable Development Principles for Listed Companies” and the FSC's “Roadmap for Sustainable Development of Listed Companies,” energy consumption has been set a 10% reduction target for the period from 2023 to 2030, based on a 2023 baseline of 35,801.88 Gigajoules, which requires an average annual reduction of 1.43%. The low-carbon energy-saving action plans formulated in 2025 are as follows: 1. Employees' participation in low-carbon initiatives (1) Encourage colleagues to reduce elevator use whenever reasonable. (2) In air-conditioned areas, ensure that the doors and windows are properly closed. (3) Encourage personnel to turn off unnecessary lighting. (4) All units are encouraged to develop a habit of manually turning off the power to electrical equipment after work hours, on weekends, and during public holidays to reduce standby power consumption. (5) We promote employees' awareness of energy-saving benefits and environmental protection through activities, emails, and other channels on an irregular basis. 2. Energy conservation activities at branches (1) Control the number of elevators in operation based on peak hours. (2) Low-carbon management of air conditioning equipment: (a.) The chilled water unit for the air conditioner has been adjusted to release water, and the chilled water temperature has been raised by 1 degree to conserve energy. (b.) The power is turned on/off at 7:00 AM and 4:30 PM daily, and the indoor air conditioner temperature is set at 26 degrees Celsius. (c.) Close doors to prevent cool air from escaping. (d.) Clean and maintain regularly for improved operational efficiency. (3) The exterior advertising signs of branch offices are set to turn off after midnight to avoid wasting electricity. (4) Set office machines to power-saving mode and allow them to hibernate when not in use. (5) Implement responsible zone management and turn off lights and air conditioning when not in use. 3. Replacement of energy-intensive or obsolete equipment (1) Air conditioning equipment will be replaced based on energy consumption or its lifespan. (2) Old lighting fixtures are replaced with LEDs to reduce heat and lower electricity consumption. (3) Replace the more power-hungry multi-function printers with more energy-efficient models. | None | CAPITAL | 2025 ANNUAL REPORT 53 --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best-Practice Principles for 19/06/1994: Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (II)Is the company committed to improving energy use efficiency and using recycled or renewable materials with low environmental impact? | | | 4.Increase efficiency of company car use. (1)Company cars should be used primarily for carpooling. (2)Encourage employees to use public transportation for business travel. (3)Company cars are regularly inspected and maintained. 5.The Company promotes green procurement by requiring that product standards provided by suppliers meet environmentally friendly and energy-saving criteria, such as green building material certifications or equivalent standards. These products should utilize recycled materials, exhibit low pollution, and offer comparable performance with a reduced environmental impact. According to the results of the low-carbon energy-saving action plan for 2025, the energy consumption of Capital Securities Corporation's Taiwan locations in 2025 was 34,177.51 gigajoules, a 2.7% decrease from the 35,159.89 gigajoules consumed in 2024. This figure also represents a 4.54% reduction compared to the base year of 2023, exceeding the annual reduction target of 1.43%. Additionally, operating revenue in 2025 increased by 55% compared to the base year of 2023. As a result, energy intensity in 2025 decreased by 38.76% compared to the base year of 2023. In response to the high power consumption of high-speed computing, the Company will strive to improve energy efficiency while enhancing service quality, with the goal of achieving our reduction targets. Renewable energy has also been procured since 2025, with a usage rate of 1.93% in 2025, and it is expected to increase annually. | | | (III)Does the company assess the present and future potential risk and opportunities of climate change and adopt countermeasures related to climate issues? | V | | (III) 1.The Integrity and Sustainable Development Office has been set up under the Integrity and Sustainable Development Committee. The Office is led by the General Manager as CEO. A Climate Change Working Group has also been formed, with the head of the Risk Management Office coordinating its tasks. 2.On the issue of climate change, the Company assesses external legal requirements, expectations of the competent authority, global and industry regulatory standards (including GRI, SASB, and TCFD), and stakeholder feedback, incorporating these into its material issues to advance sustainable development. The Company then manages climate change-related risks and opportunities through its risk management mechanisms. 3.The Company continues to adopt the Task Force on Climate-related Financial Disclosures (TCFD) framework for climate change management, identifying short-, medium-, and long-term risks and opportunities and clarifying the financial implications. 4.The Company conducts annual climate change risk assessments (1)Climate-related risks: “increasing carbon pricing” and “strengthening emissions reporting requirements.” (2)Climate-related opportunities: “recycling and reuse,” “reducing water usage and consumption,” and “entering new markets.” (3)In the meantime, we continued to monitor the mid- and long-term risks and opportunities identified in 2024 and tracked implementation progress. For example, we followed the physical risk of “increasing severity of extreme weather events such as typhoons and floods,” and the climate-related opportunity of “developing and/or expanding low-carbon products and services.” 5.The following are risk and opportunity countermeasures for the climate change issues identified above: (1)The Company conducts a GHG inventory annually to identify emission sources and manage them. Simultaneously, the Company is planning to pursue verification against international standards in the future. | None | 54 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (III)Does the company assess the present and future potential risk and opportunities of climate change and adopt countermeasures related to climate issues? | | | (2)The Company continues to implement energy-saving and carbon reduction plans, focusing on overall emission reductions. We are also working to reduce electricity and water consumption to lower costs and lessen our environmental impact. (3)Climate risks are identified and managed from both a financing and investment perspective. Utilizing the PCAF methodology, the process incorporates industry information impacted by carbon emissions, as well as stress tests on equity and bond portfolios sensitive to carbon emissions. Relevant high-carbon industry holdings are disclosed to inform future investment limit planning and to ultimately achieve carbon reduction goals. (4)If the investor financing uses stocks in highly energy-intensive or GHG/high carbon emission industries as collateral, we will assess and control exposure based on the information transparency disclosure process and the impact on these industries to reduce credit risk exposure. (5)The Company's green bond investments are disclosed to promote the development of future climate change opportunities. (6)Demand for capital is increasing in green energy, the circular economy, and other sustainability-related industries. The Company actively seeks to undertake advisory projects and provide financial support for relevant green energy initiatives, while continuing to develop green financial products focused on sustainable development to capture business opportunities. (7)Incorporate the anticipated impacts of climate change and corporate transformation into investment strategy identification and management; when selecting investments, carefully assess whether potential targets demonstrate good corporate governance, environmental stewardship, and social responsibility to enhance investment performance. (8)Summarize the implementation progress of points (1) and (5), and report quarterly to the Integrity and Sustainable Development Committee and the Board of Directors to facilitate oversight and control. 6.Continue to follow the TCFD guidelines to identify climate change-related issues, conduct financial impact assessments, and disclose the climate-related financial disclosures (TCFD) report annually on the company website. | | | (IV)Has the company compiled statistics on greenhouse gas emissions, water consumption, and total waste volume for the past two years, and formulated policies for reducing greenhouse gas emissions, water consumption, or managing other waste? | V | | (IV) 1.In order to mitigate global warming and reduce GHG emissions, the Company has implemented the ISO 50001 Energy Management System and the ISO 14001 Environmental Management System. The General Affairs Office of the Administration Department continues to promote various carbon reduction initiatives within the Company, utilizing relevant government resources. Since 2022, in alignment with the “Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies” and the FSC’s “Roadmap for Sustainable Development of Listed Companies,” the Company began implementing the ISO 14064-1 organizational GHG inventory. Using 2023 as the base year, environmental targets for 2023–2030 have been established, including Scope 1 and Scope 2 GHG emissions reduction targets and energy consumption reduction targets – an average annual reduction of 1.43% compared to the base year – as well as waste and water reduction targets – an average annual reduction of 1% compared to the base year. Through a low-carbon action plan (including personnel participation in low-carbon initiatives, energy-saving activities at branches, replacement of high-energy or outdated equipment, improved efficiency of company vehicle use, and implementation of green procurement), the reduction results are reviewed annually against the base year and reported to the Board of Directors. | None | CAPITAL | 2025 ANNUAL REPORT 55 --- Corporate Governance Report | Promotion | Implementation | Difference from the Sustainable Development Goal Practice Principles 101 | 2022-1PES Lotted Companies, and the reasons for such difference | | --- | --- | --- | --- | | Yes | No | Summary | | (IV)Has the company compiled statistics on greenhouse gas emissions, water consumption, and total waste volume for the past two years, and formulated policies for reducing greenhouse gas emissions, water consumption, or managing other waste? | V | | 2.Greenhouse gas Scope 1 and Scope 2 emissions of Capital Securities' nationwide branches: The emissions in the base year (2023) were about 5,215.86 metric tons of CO₂e. Emissions for 2024 totaled 5,157.5081 metric tons of CO₂e, and emissions for 2025 reached approximately 4,626.6676 metric tons of CO₂e This represents a decrease of 10.29% from 2024 and 11.3% from the base year of 2023, exceeding the annual reduction target of 1.43%. Additionally, as operating revenue increased by 55.46% in 2025 compared to 2023, GHG emission intensity decreased by 42.96% in 2025 compared to 2023. The greenhouse gas Scope 1 and Scope 2 emissions for 2025 were subjected to limited assurance by KPMG Taiwan in accordance with the TWSAE 3410 standard on March 27, 2026. The assurance provider confirmed that there were no material misstatements in the preparation of the assurance opinion in accordance with ISO 14064-1. Please refer to pages 160-163 of the annual report for complete assurance information. 3. Water consumption of Capital Securities branches across Taiwan: The water usage in the base year of 2023 was 52,422 units; in 2024, it was 54,336 units; and in 2025, it reached 56,328 units. This represents a 3.67% increase from 2024 and a 7.45% increase from the base year of 2023. In 2023, the average water consumption per person was 27.45 cubic meters, rising to 27.68 cubic meters in 2024 and 27.52 cubic meters in 2025. While this represents a 0.72% decrease compared to 2024, it is a 0.2% increase from the 2023 base year. The annual reduction target of 1% was not achieved, and efforts are being made to improve water conservation measures to meet the planned target. 4. Total waste volume generated by Capital Securities branches across Taiwan: The total weight in the base year (2023) was approximately 101.4 metric tons, while the total weight in 2024 reached 166.9 metric tons. In 2025, the total weight was approximately 137.6 metric tons, representing a 35.73% increase compared to the base year of 2023, but a 17% decrease compared to 2024. Excluding new recycling categories introduced in 2024, such as paper, bottles, and batteries, the total weight decreased by 6.8% compared to the base year of 2023, meeting the annual reduction target of 1%. | None | | IV. Social issues (I)Does the company have the relevant management policies and procedures stipulated in accordance with the applicable laws and regulations and international conventions on human rights? | V | | (I) 1.The Company supports the “Universal Declaration of Human Rights (UDHR)” and is committed to upholding international human rights standards – including the “International Bill of Human Rights” (comprising the UDHR and the two covenants: the International Covenant on Civil and Political Rights (ICCPR), and the International Covenant on Economic, Social and Cultural Rights (ICESCR)), the “International Labour Organization Declaration on Fundamental Principles and Rights at Work,” the “Ten Principles of the UN Global Compact (UNGC),” and the principles outlined by international human rights organizations. In line with sustainable development goals and our commitment to corporate social responsibility, and to maintain and protect the basic human rights of stakeholders, including employees, customers, and consumers, we have established this “Human Rights Policy.” | None | 56 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | | Difference from the Sustainable Development Best Practice Principles for TWSE/TPEs Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | | IV. Social issues (I) Does the company have the relevant management policies and procedures stipulated in accordance with the applicable laws and regulations and international conventions on human rights? | V | | Contents of the human rights policy and the responsible departments: | | None | | | | | Article number of the human rights policy | Main contents Responsible department | | | | | | IV | Protect workplace human rights HR Office, Administration Department | | | | | | V | Implement equal pay for equal work HR Office, Administration Department | | | | | | VI | Reasonable working hours HR Office, Administration Department | | | | | | VII | Provide a healthy and safe workplace General Affairs Office, Administration Department | | | | | | VIII | Create and join diverse clubs HR Office, Administration Department | | | | | | IX | Promotes harmonious labor-management relations and open communication HR Office, Administration Department | | | | | | X | Implement information security Information Department | | | | | | XI | Personal data protection Legal and Compliance Office | | | | | | XII | Human rights policy promotion Employee: HR Office, Administration Department | | | | | | XIII | Inclusive finance Brokerage Department, Settlement Department, Legal and Compliance Office | | | 2. The Company's labor conditions, including wages, vacations, leave of absence, retirement, and workers' compensation due to occupational disasters, are in compliance with the provisions outlined in the "Labor Standards Act," safeguarding employee rights, ensuring sound employee management, and fostering harmonious labor relations. 3. The Company has established the "Workplace Sexual Harassment Prevention, Grievance, and Disciplinary Guidelines" in accordance with the Act of Gender Equality in Employment. 4. The Company has clearly stated in its "Employees' Work Rules" that all employees must participate in labor insurance and National Health Insurance, and the insurance premiums will be subsidized by the Company in accordance with the law. 5. The Company does not discriminate in recruitment, selection, employment, assignment, allocation, performance evaluation, promotion, training, or compensation based on gender, sexual orientation, age, race, or religion. | | | | | | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | | Difference from the Sustainable Development Best Practice Principles for 19/32/TPEs United companies and the reasons for such difference | | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | | (II)Has the company established and implemented reasonable measures for employee benefits (including remuneration, holidays, and other benefits) that appropriately reflect business performance or achievements in employee remuneration? | V | | (II)The Company has established work rules and related personnel regulations covering minimum wages, working hours, leave, pension benefits, labor and health insurance, and workers' compensation for its employees, all in compliance with the Labor Standards Act. The Company has an Employee Welfare Committee elected by employees to manage employee benefits. The compensation policy is positively correlated with individual ability, contributions to the Company, and performance, as well as the Company's business performance. **Employees' performance is reflected in their compensation.** In accordance with Article 20 of the Company's Articles of Incorporation, if the Company makes a profit during the year, 0.6% to 2% of the profit shall be allocated as employee remuneration, including at least 0.4% for entry-level employees. The Board of Directors will resolve whether to distribute this remuneration in shares or cash, and the distribution will be made to employees of the Company and its subsidiaries who meet the criteria established by the Board of Directors. In addition to annual bonuses and employee remuneration, the Company has established reward programs to support its employees. The Company also conducts annual salary reviews based on market wage levels, company profitability, and individual performance to maintain competitive compensation and appropriately reflect company performance in employee pay. **Workplace diversity and equality** The Company promotes a gender-equal and inclusive workplace, respects diverse cultures, and is committed to equal pay for equal work and equal opportunities for promotion. By the end of 2025, the proportion of male and female managers and above was roughly equal. In addition to the above, further measures have also been implemented: 1. During pregnancy, employees may request a transfer to less physically demanding work within the same unit. 2. The Headquarters and Dunnan office area have lactation rooms available for employees with children under the age of two. Employees are allowed two 30-minute breaks per day for this purpose. 3. Employees may apply for shift adjustments or reduce their daily working hours by one hour to care for children under the age of three. However, they will not receive pay for the reduced hours. 4. After completing six months of employment, employees may apply for five days of paid parental leave and 30 days of parental leave for each child before the child turns three. However, the combined duration of parental leave and unpaid leave may not exceed two years. 5. When employees apply to return to work from childcare leave, their unit must not refuse their request or mark them absent, which could negatively affect their full attendance bonus, performance reviews, or other benefits. 6. Miscarriage leave: Employees who experience a miscarriage after three months of pregnancy are granted four weeks of maternity leave; those who experience a miscarriage between two and three months of pregnancy are granted one week of maternity leave; and those who experience a miscarriage before two months of pregnancy are granted five days of maternity leave. Full salary will be paid during the leave period for any of the above miscarriages. | | None | 58 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for TWSE/TPEs Inland Companies and the regions for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (II)Has the company established and implemented reasonable measures for employee benefits (including remuneration, holidays, and other benefits) that appropriately reflect business performance or achievements in employee remuneration? | V | | 7.Mommy Bag: The Company provides a “Mommy Bag” to pregnant employees as a blessing and expression of care for their newborns, and to offer practical gifts to help with baby care. 8.Pregnancy badge: To ensure workplace safety for pregnant employees, the Company will provide expectant mothers with pregnancy badges to be worn as pins, as a reminder to everyone to help maintain the comfort and safety of pregnant colleagues. 9.In 2025, the Company received the Taipei City Parenting-Friendly Enterprise Award and the New Taipei City Award for Enterprises Promoting Family-Friendly and Equal Employment Measures. 10.To help employees care for elderly family members and children at home, the number of family care leave days has been increased from the current seven days per year to fourteen days. Applying for family care leave will not affect employees’ performance reviews or result in any adverse disciplinary action. 11.To help resolve employees’ childcare issues, the Company has signed agreements with the “Taipei Child Welfare Center” and “Guang Hua Preschool” to offer discounts each semester. The Company also provides after-school care or counseling for employees’ children, allowing employees with young children to focus on their work while contributing to the well-being of children. **Retirement system and benefits** 1.The Company has established employee retirement guidelines to provide for the well-being of its employees after retirement. Furthermore, to foster a long-term and harmonious labor relationship, the Employee Pension Fund Management Committee was established in November 1994. Since April 1998, with the implementation of the Labor Standards Act, a dedicated account has been established at the Bank of Taiwan under the name of the Employee Pension Fund Supervision Committee, and employees who meet the retirement criteria as stipulated in the regulations are eligible for application. In July 2005, in accordance with the implementation of the Labor Pension Act, the Company respected employees’ voluntary choice to adopt the new pension scheme and contributes 6% of their monthly wages to their individual pension accounts. 2.According to the Company’s employee retirement guidelines regarding early retirement applications, senior employees who have served for ten years or more and are over 55 years old, or who have served for 20 years or more, are eligible to apply for early retirement under terms more favorable than those stipulated by the Labor Standards Act. 3.Retirement system under the Labor Standards Act: The Company contributes 2% to 15% of each worker’s monthly salary to a retirement reserve fund, which is deposited in a dedicated labor pension account at the Bank of Taiwan. 4.Labor Pension Act: Each month, the Company contributes 6% of a worker’s insured salary to the employee’s individual pension account at the Bureau of Labor Insurance. 5.The net obligation of the Company under the defined benefit pension plan is calculated by discounting the amount of future benefits earned by employees for current or past service to their present value for each plan and is actuarially determined annually by a qualified actuary using the projected unit benefit method. According to the actuarial results, pension contributions for the defined benefit plan will be transferred to the labor pension reserve account at the Bank of Taiwan and to the Company’s bank account opened by the employee pension fund management committee. The Company makes annual contributions to employees’ pension reserves based on the defined benefit and defined contribution plans. | None | CAPITAL | 2025 ANNUAL REPORT 59 --- Corporate Governance Report | Promotion | Implementation | | | | Difference from the Sustainable Development Best Practice Principles for 1952-2012. Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | | (III)Has the company provided employees with a safe and healthy work environment and regularly provided safety and health education to employees? | V | (III)The Company places a high priority on employee safety and health and is committed to providing a clean, safe working environment that complies with occupational safety and health regulations. We equip the workplace with the necessary safety measures to ensure the physical and mental well-being of our employees. Regular inspections of the work environment are conducted by occupational safety and health personnel, and employee health examinations are carried out in accordance with the law. We also collaborate with medical professionals to offer on-site health consultations, continuously enhancing health management and workplace safety. This also aligns with the global trend of the International Labour Organization including “safe and healthy working environments” as a fundamental right at work. By doing this, we demonstrate that providing a safe and healthy workplace is not merely a compliance requirement, but also a crucial commitment to respecting the basic rights of all workers. | Implementation measures | Item | Description | | | | | Employee health | Insurance and benefits | (I) In compliance with the law 1.The follow-up rate for abnormal physical examination reports of new employees is 100%. 2.Health checkups are held regularly for general employees. 3.Annual health checkups are provided to senior employees, with a 100% follow-up rate for any abnormalities detected. 4.Establish the four major plans and conduct related surveys; based on the level of risk, provide corresponding resource support, health education, physician consultations, or referrals. Among these, the “Prevention Plan for Illnesses Caused by Abnormal Workloads” has served a cumulative total of 285 employees, and the “Maternal Health Protection Plan” has served a cumulative total of 14 employees; the “Plan for the Prevention of Unlawful Infringement in the Performance of Duties” has also been implemented. 5.Collaborate with designated hospitals to provide on-site health services, health education, and consultation. 6.To maintain employee health and a comfortable working environment, the Company monitors carbon dioxide levels in the workplace twice a year and regularly measures illumination, noise, temperature, and humidity to ensure compliance with health and safety standards. (II) Benefits exceeding legal requirements 1.The Company collaborated with Taipei City Hospital to conduct workplace health checkups, including health screenings for adults and seniors, Hepatitis B and C screenings, and screenings for the five major cancers. A total of 77 eligible employees completed the checkups, and follow-up physician consultations were subsequently arranged. 2.Health examination subsidies are provided once a year for managerial-level employees and above. 3.Exclusive lactation rooms are provided, along with safety identification badges and mommy bags containing practical items such as a thermos, a baby bottle, and a vanilla pacifier. 4.Support childcare by working with Guang Hua Preschool and the Taipei Child Welfare Center. 5.Collaborate with Che, Shen-Wei Clinic to set up a vaccination station at the workplace. 6.The Headquarters and branches across Taiwan have installed wrist blood pressure monitors to allow employees to check their blood pressure and be aware of their own health conditions. | 60 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | | Difference from the Guidebook Development Best Practice Principles for 1992-2012, Lunch Companies and the reasons for such difference | | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | | (III)Has the company provided employees with a safe and healthy work environment and regularly provided safety and health education to employees? | | | Implementation measures | Item Description | None | | | | | Employee health | Environmental health | 1.Established a “Sexual Harassment Grievance Committee” and a “Workplace Violence Grievance Committee” to provide employees with an appropriate complaint mechanism and channel. 2.Established “Company Smoking Prevention and Control Measures” to create a smoke-free office environment. 3.Obtained “Badge of Accredited Healthy Workplace” from the Health Promotion Administration, Ministry of Health and Welfare, and “Sports Certification” from the Sports Administration, Ministry of Education. 4.Obtained “Indoor Air Quality (IAQ) Voluntary Management Label for Public Places” from the Department of Environmental Protection, Taipei City Government. 5.The Company has obtained ISO 22301 certification for business continuity management from the British Standards Institution (BSI), ensuring that it can minimize harm and protect personnel safety in the event of a sudden emergency. 6.In accordance with the Occupational Safety and Health Act, the Company has designated occupational safety and health supervisors and first-aid personnel, and conducts training in accordance with the Occupational Safety and Health Education and Training Rules. 7.The “Human Factors Hazard Prevention Plan” has been formulated and implemented to prevent work-related musculoskeletal injuries or illnesses caused by human factors. 8.“Prevention Plan for Illnesses Triggered by Abnormal Workloads” have been formulated and implemented to plan and take necessary safety and health measures for preventing illnesses triggered by abnormal workloads such as shift work, night work, and long working hours. 9.Develop and implement a “Maternity Health Protection Plan” to conduct health risk assessments, make necessary work adjustments, and adopt relevant occupational health and safety measures for female employees during pregnancy, postpartum, and breastfeeding periods in order to safeguard their physical and mental well-being. 10.Formulate and implement a “Plan for the Prevention of Unlawful Infringement in the Performance of Duties” to prevent employees from being subjected to violence, bullying, harassment, or other unlawful acts while performing their duties, and to establish prevention, reporting, and handling mechanisms to maintain a safe and friendly work environment. 11.Fire drills are held regularly. According to the Fire Services Act and its Enforcement Rules, a designated fire prevention manager must attend refresher training at least once every three years. 12.The Company’s business premises and all branches are insured with commercial fire insurance, electronic equipment insurance, and public liability insurance. 13.Provided mental health support mechanisms for employees and established an employee assistance program (EAP). Partnered with external non-profit professional psychological counseling institutions to provide employees with free consultation services, including telephone consultations and other professional psychological counseling services. These initiatives helped employees resolve family, workplace, and legal issues. 14.In collaboration with the Sports Administration of the Ministry of Education, we are hosting the “Tech-Integrated Fitness Assessment” to help colleagues understand their physical condition and master the keys to health management. 15.Applied for the “Workplace Influenza Vaccination Program” and provided a preferential scheme for self-paid vaccination. | CAPITAL | 2025 ANNUAL REPORT 61 --- Corporate Governance Report | Promotion | Implementation | | | | | Difference from the Sustainable Development Best Practice Principles for 1998-2025: Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | | | (III)Has the company provided employees with a safe and healthy work environment and regularly provided safety and health education to employees? | | | Implementation measures | Item | Description | | | | | | Work environment safety | Safety certification | The Company has obtained ISO 22301 certification from the British Standards Institution for business continuity management. This certifica-tion primarily aims to ensure that the Company minimizes harm when faced with sudden emergencies by safeguarding personnel safety, ensuring legal compliance, protecting customer rights, maintaining the Company’s reputation, and se-curing company assets. Furthermore, this enables the Group’s critical business functions to resume operations sequentially within established recovery time objectives for business continuity. | | | | | | | Personal information certification | The Company obtained international personal data protection certification (BS10012: 2017), demonstrating that the organization’s internally implemented personal information management system (PIMS) has established personal data protection and management practices, fully adhering to the requirements of the Personal Data Protection Act. This helps the Company proactively safeguard the rights of data subjects, minimize the potential impact of any incidents involving personal data breaches, and continuously operate and improve its personal data management system. | | | | | | | Labor safety | The Company values the safety and health of its employees. In compliance with the “Occupational Safety and Health Act” and related regulations, the Company has appointed occupational safety and health supervisors and first-aid personnel and implemented an occupational safety and health management system. We regularly inspect the working environment and safety facilities at all business locations and offices to ensure a safe, healthy, and legally compliant workplace for our employees. In terms of education and training, the Company provides occupational safety and health education and training to new hires and current employees as required by law. The training covers general occupational safety and health knowledge, emergency procedures, and accident prevention, continuously enhancing employees’ awareness of workplace safety and health risks and their preventive capabilities. The Company also conducts specialized occupational safety and health education and training tailored to individual departments or work tasks. In addition, based on the characteristics of operations in the financial in-dustry, a “Human Factors Hazard Prevention Plan” and a “Prevention Plan for Illnesses Triggered by Abnormal Workloads” have been established and implemented. Necessary preventive, educational, and management measures will be taken to address long working hours, shift work, and high workloads. In addition, the Company periodically inspects the work environment and conducts necessary environmental monitoring, coupled with on-site health services, employee health checkups, and health promotion activities, continuously monitoring employee health and workplace risks. This information serves as a basis for subsequent improvements and refinements to our management practices. | | 62 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | | Difference from the Automobile Development Best Practice Principles for 1998/2002. Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | | (III)Has the company provided employees with a safe and healthy work environment and regularly provided safety and health education to employees? | | | Implementation measures | Item Description | None | | | | | Work environment safety | Labor safety In 2025, the Company experienced two occupa-lional disasters involving two employees, repre-senting 0.01% of the total workforce. The above occupational disaster incidents were investigated for root causes following internal reporting and handling procedures, and improvement and pre-ventive measures were implemented based on the findings. These measures included enhanced safety education, strengthened hazard identifica-tion, and increased awareness to reduce the risk of recurrence. | | | | | | Fire safety There were no fire incidents at any business locations or offices in 2025, nor were there any injuries or fatalities. The fire-related injury and fatality rate among employees was 0%. The Company has established a fire safety manager as required by law, and routinely conducts fire safety training and evacuation drills. Firefighting equipment and response mechanisms are continuously reviewed. | | | | | | | Security guarantee The Company’s business premises and branches are insured with commercial fire insurance, electronic equipment insurance, and public liability insurance. Regular fire safety inspections and fil-ings are conducted to enhance the safety of our operating locations and personnel. | | | CAPITAL | 2025 ANNUAL REPORT 63 --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for TNSE/TPEs Listed Companies and this reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (IV)Has the company established an effective career development training program for its employees? | V | | (IV)Developing and implementing effective career development training programs for employees: The Company firmly believes that talent cultivation is key to maintaining organizational competitiveness and sustainable operations. The Company integrates employee continuing education and training into its sustainable governance framework and promotes them comprehensively, with oversight and implementation by senior management. This ensures alignment with the Company's mid- and long-term operational strategies, risk management, sustainable finance, and digital transformation goals. In terms of system design, a "talent development system" framework is constructed based on different career stages, encompassing level-based training, financial professional competence, ESG competence, and strategy-oriented digital and technological skills (AI/RPA), forming a systematic development system ranging from foundational to advanced and from specialized to strategic. The company conducts an annual assessment of training needs based on operational and sustainable development requirements and implements a diverse learning model combining internal training, external professional training, and digital learning. Training effectiveness is reviewed through participation rates and feedback mechanisms to create a continuous improvement cycle in talent development. The Company has also integrated the Taiwan Training Quality System (TTQS) to strengthen the planning, execution, and evaluation of education and training programs. In 2024, the Company received a Bronze Level Certificate for its Talent Quality Management System from the Workforce Development Agency, Ministry of Labor, serving as an important external validation of the maturity of its talent development system. The successor planning for key management adopts a tiered and layered development approach. Targeted programs – the "Eagle Project" for senior executives, "Capital Financial University" for reserve cadres, the "Flying Eagle Project" for sales managers, the "Young Eagle Project" for new sales staff, and the "Phoenix Project" for interns – are designed to systematically cultivate strategic thinking, leadership skills, and cross-departmental collaboration skills, gradually building a stable internal succession pipeline and a strong bench of key talent. | None | 64 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for ESGD/TPS Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (IV)Has the company established an effective career development training program for its employees? | V | | In terms of financial expertise and legal compliance training, courses on financial products, legal compliance, fair customer treatment, and risk management are arranged based on departmental functions. Employees are encouraged to obtain professional financial certifications in areas such as securities, futures, wealth management, trusts, insurance, and anti-money laundering. Additionally, subsidies and bonuses are provided to those who pass examinations for international finance certifications, such as the CFA, as well as for sustainability and information security certifications. In response to sustainable finance policies and the trend of digital transformation, ESG sustainability and strategic capabilities have also been incorporated into the core training content. The courses cover climate risk management, corporate governance, integrity management, information security, and sustainability disclosure. Starting in 2023, AI and RPA automation training was introduced to cultivate internal digital talent. Through an AI application proposal campaign, employees were encouraged to submit viable proposals for operational automation and service innovation. A total of 52 valid proposals were received, effectively promoting cross-departmental learning and the dissemination of practical results. Through the aforementioned systemic training programs, a total of 451 sustainability foundation and advanced certifications, 51 information security certifications, 49 AI application planner certifications, and 23 RPA certifications were obtained by the end of 2025. In terms of learning tools and effectiveness, the Company continued to optimize its e-learning platform to strengthen self-directed learning and knowledge internalization. The number of participants in digital courses grew to 73,911 in 2025, showing that digital learning has gradually become part of the daily work and professional development of employees. In terms of investment in education and training and overall effectiveness, the total cost of employee education and training in 2025 reached NT$17,541 thousand, with 3,586 employees participating in external professional training throughout the year – an average training rate of 174%. Simultaneously, 106 internal training sessions were held, combining internal and external programs to balance professional development, strategic skills, and knowledge internalization. The Company's long-term investment in talent development has been recognized by professional organizations, including the Golden Yi Award for Outstanding Talent Cultivation, the TTQS Bronze Certification, and the Taiwan Enterprise Sustainability Award for Talent Development Leadership. These achievements demonstrate the effectiveness of the Company's institutionalized talent development and sustainable talent strategy. | None | CAPITAL | 2025 ANNUAL REPORT 65 --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for TOEIC/TEC, Listed Companies, and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (V)Does the company comply with laws and international standards with respect to customer health, safety and privacy, marketing and labeling in all products and services offered, and have the company implemented consumer protection policies and complaint procedures? | V | | As a provider of securities and financial services, the Company complies with the Personal Data Protection Act, the Financial Consumer Protection Act, and relevant securities regulations to fulfill its commitment to providing customers with a secure trading environment. To that end, the Company has established internal regulations and adheres to international standards, having obtained ISO 27001:2022 (ISMS) and BS 10012: 2017 International Standard Certification (PIMS), from BSI, a UK-based international certification body, ensuring customer privacy and a secure financial trading environment. The Company has established “Personal Data Management Goals and Policies” and a Personal Information Protection Committee. Based on a risk-oriented approach to operations, the Committee is responsible for establishing, implementing, operating, supervising, reviewing, maintaining, and improving personal information management. By providing education and training to all employees, the Company effectively promotes and oversees the personal information protection mechanism, safeguarding customer privacy and ensuring the security of customer data. The Company also requires its collaborative partners to sign a letter of commitment guaranteeing full compliance with the Company’s personal data protection mechanism when carrying out collaborative work. In order to provide appropriate financial products or services to consumers, the Company has established guidelines such as the “Procedures for Review Committee of the Composition of Offshore Structured Products and its Review Procedures” and the “Guidelines for the Review of Investment-Oriented Financial Products” to review products. Furthermore, we have also established the “Customer Evaluation Procedures” to assess customer risk profiles and provide them with suitable financial products or services. In addition, the “Management Procedures for the Preparation, Circulation and Publication of Advertising, Business Solicitation and Sales Promotion Activities” are in place. All marketing materials must be reviewed or reported to the Taiwan Securities Association before external use. The Company has established the “Business Dispute Resolution Guidelines” as the basis for handling complaints; A Customer Service Division has also been formed to provide customer support and accept customer grievances. | None | 66 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best Practice Principles for TNSS/TPEs, Listed Companies, and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (VI)Has the Company established a supplier management policy that requires suppliers to comply with relevant regulations regarding environmental protection, occupational safety and health, and labor rights? If so, what is the extent of its implementation? | V | (VI) 1. To implement sustainable development and strengthen overall supply chain risk management, the Company has established the “Supplier Management Procedures,” explicitly requiring suppliers to comply with relevant laws and regulations, as well as the Company’s management requirements regarding environmental protection, occupational safety and health, and labor rights throughout the procurement and cooperation process. When entering into various procurement contracts with suppliers, we require them to complete the “Supplier Commitment to Human Rights and Environmental Sustainability” in detail. This letter primarily addresses human rights policies, environmental sustainability policies, codes of conduct, and other related matters, specifically outlining relevant implementation measures. Suppliers are encouraged to implement their own education and training programs. This commitment letter will be considered an integral part of the signed contract and will have the same legal force. 2. In terms of occupational safety and health, in addition to the existing procurement and contract management mechanisms, the Company further strengthened supplier management measures in 2025. A new system requiring a signed “Commitment to Occupational Safety and Health Management” was newly added, mandating that all suppliers agree to comply with the provisions of Taiwan’s Occupational Safety and Health Act and its relevant regulations when signing procurement or service contracts. This commitment letter covers specific requirements such as safety protection for operating personnel, education and training, insurance coverage, equipment inspection, joint operations, and subcontracting management, ensuring suppliers fulfill their safety and health responsibilities during actual operations. In terms of implementation, the Company has incorporated the commitment letter as a required document in supplier onboarding, utilizing it as a foundational mechanism for supplier management and risk management. This proactive approach – through prior commitment and contractual obligations – encourages suppliers to self-assess their safety and health management practices, and provides a basis for ongoing management, communication, and, where necessary, supportive improvements. For collaborations involving on-site work or higher risks, we also require suppliers to comply with our internal safety management procedures and relevant site access regulations to reduce the risk of occupational hazards. 3. Questionnaire surveys are also conducted annually for key suppliers with accumulated transaction amounts of NT$5 million or more. By doing this, we ensure adherence to and joint implementation of occupational safety, human rights, and environmental sustainability policies, serving as a basis for continued partnership. No negative news concerning suppliers’ violations of human or labor rights was reported in 2025. 4. In the future, the Company will continuously refine its supplier management mechanism based on practical implementation and will assess integrating education and outreach, performance monitoring, and other management tools to progressively enhance overall supply chain management concerning occupational safety and health, human rights, and environmental sustainability. | None | | CAPITAL | 2025 ANNUAL REPORT 67 --- Corporate Governance Report | Promotion | Implementation | | | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | V.Has the company prepared a sustainability report or a report on non-financial information with reference to internationally accepted standards or guidelines? Are these reports supported by the assurance or opinion of a third-party verification entity? | V | | The Company prepares its sustainability report in accordance with the “Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Sustainability Reports by TWSE Listed Companies” and referencing the Global Reporting Initiative (GRI) standards. The 2025 sustainability report, prepared in 2025, has been subject to confirmation by KPMG in accordance with SAS 3000, “Confirmation Engagements Not Involving Historical Financial Information,” issued by the Accounting Research and Development Foundation of Taiwan, and a confirmation report has been obtained. The Company also commissioned the British Standards Institution (BSI) to conduct verification according to the AA1000AS v3 standard, with a Type 1 moderate assurance statement obtained. The 2025 sustainability report, to be prepared in 2026, will also continue to be subject to verification and attestation by an independent auditor and a third-party verification body to enhance the quality of information disclosure and strengthen stakeholder trust. The relevant assurance report and verification are disclosed on our sustainability website. | None | | VI. If the company has formulated its own Sustainable Development Best-Practice Principles in accordance with the “Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies,” please describe the differences between its operation and the Principles: No difference. On January 28, 2015, the Board of Directors approved the Corporate Social Responsibility Best-Practice Principles, which were revised on March 14, 2022, into the Sustainable Development Best-Practice Principles. All practical operations are conducted in accordance with these Principles. | | | | | | VII. Other important information to help understand the promotion of sustainable development implementation: The Company has established a sustainability section (https://esg.capital.com.tw/home) on its website, disclosing material and reliable sustainability reports and related information for stakeholders’ reference. Stakeholders can also express concerns via phone, the website, or email, and the Company will address and respond to them accordingly. | | | | | 68 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report # Climate-related information for publicly listed companies ## 1. Implementation of climate-related information For the Company's climate-related information implementation, please refer to the key summary below. For more detailed content, structure, and information regarding the Company's climate change response, please see the Company's 2025 Climate-related Financial Disclosures Report and Sustainability Report. | project | Implementation status | | --- | --- | | 1. Describe the monitoring and governance of climate-related risks and opportunities between the Board and management | (1) Climate change presents both a risk to the Company and opportunities for future business development. To address this carefully, the Board of Directors, as the highest governing body, utilizes the Company's risk management mechanism to provide top-down leadership and oversee performance. Implementation is driven from the bottom up, with progress and obstacles reported to achieve a continuous improvement cycle. For example, the Board regularly reviews climate change action strategies and risk management measures, confirms report content, identifies implementation obstacles and performance results, and effectively (2) On November 10, 2022, the Sustainable Development Committee was upgraded to a functional committee under the Board of Directors. In 2024, the Committee's charter and structure were revised, and the name was changed to the "Integrity and Sustainable Development Committee." In addition to the chairman, who serves as an ex officio member, the remaining members of the Committee are appointed by resolution of the Board of Directors. The number of members shall not be less than two, and must include at least two independent directors. The Integrity and Sustainable Development Office under the Integrity and Sustainable Development Committee is functionally organized to coordinate climate change issues, incorporating them into the Integrity and Sustainable Development Committee's discussions and oversight, and integrating company resources to implement sustainable development goals and strategies across all departments. (3) The Integrity and Sustainable Development Committee regularly reviews climate and environmental trend issues and the identification results of each unit, and then formulates and promotes climate change action strategies and risk management measures. The Committee confirms short-, medium-, and longterm plans, manages performance evaluations, and facilitates subsequent reporting to the Board of Directors. (4) The Integrity and Sustainable Development Office has been set up under the Integrity and Sustainable Development Committee. The Office is led by the General Manager as CEO. A Climate Change Working Group has also been formed; with the head of the Risk Management Office coordinating its tasks. The Climate Change Working Group is responsible for identifying and assessing the risks and opportunities associated with climate change, assisting in the internal development of related quantification methods and indicators, further developing relevant management measures, and striving to mitigate or adapt to the impacts of climate change. Regarding the impact on the Company, strategies, action plans, and risk management policies will be formulated and regularly reported to the general manager. We will also set implementation goals based on the Company's business conditions, and report climate-related performance results to the Board of Directors annually. | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | project | Implementation status | | --- | --- | | 2. Describe how the identified climate risks and opportunities affect the Company's business operations, strategies, and finance (short, medium, and long term). | In accordance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the Company has incorporated climate-related risk and opportunity assessments into its evaluations of financial and operational impacts, taking into account national net-zero emission policies, industry characteristics, and analyses from consultants and experts. This process has identified risks and opportunities including "strengthening GHG emission reporting requirements," "recycling and reuse," and "using low-carbon energy." The Company continues to monitor medium- and long-term risks and opportunities identified in 2025, tracking implementation progress on issues such as "increasing GHG emission pricing," "increasing severity of extreme weather events such as typhoons and floods," and climate-related opportunity issues such as "developing and/or expanding low-carbon goods and services" and "entering new markets." A summary of the impact on the Company's business, strategy, and finances is provided below: (1) "Strengthening emissions reporting Strengthening emissions reporting requirements" A. Short/medium-term business, strategy, and financial impacts: I. As the Financial Supervisory Commission requires the securities industry to disclose annual climate change performance reports, the Company will incur regulatory costs. Non-compliance will also lead to administrative penalties and increased operating costs. II. In response to the relevant regulations, the annual expense for the assurance firm is expected to increase by NT$750,000 (including Scopes 1-3). III. The Company will continue pursuing collaborative discussions with investee companies to focus on issues related to climate change. B. Long-term business, strategy and financial impacts: I. To align with net-zero emissions trends, increasingly stringent energy-saving and carbon-reduction regulations are being introduced to achieve carbon reduction goals, which increases operating costs. Failing to meet these targets or achieve sufficiently low carbon levels will fall short of market expectations and could negatively impact business development and revenue. II. Continue to conduct GHG inventories and verification, investigate industry adaptation to climate change policies, and adjust the Company's GHG management policies. (2) "Increasing GHG emission pricing" A. Short/medium-term business, strategy, and financial impacts: I. If national policies require the Company to disclose GHG emissions from its investees or service customers, this will affect the Company's overall GHG emissions, leading to increased carbon tax payments and impacting the Company's operating costs. II. Relevant energy-saving and replacement work will result in an increase in operating costs. III. We follow the ISO 14064-1 standard for greenhouse gas inventories, conduct greenhouse gas inventory assurance, and compile the organization's overall GHG emissions. We also allocate a budget to continuously address high-energy-consuming equipment and operations and initiate a replacement mechanism. B. Long-term business, strategy and financial impacts: I. Increased carbon fees, stricter emission or carbon reduction targets and obligations, and tightening energy-saving policies and regulations could reduce the profitability of investees and impact the Company's revenue. II. Commission an external assurance firm to conduct limited assurance in accordance with TWSAE3410 standards to assess the net-zero planning for the industry, considering its impact on business and operations. | 70 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | project | Implementation status | | --- | --- | | 2. Describe how the identified climate risks and opportunities affect the Company's business operations, strategies, and finance (short, medium, and long term). | (3) "Increasing severity of extreme weather events such as typhoons and floods" (under monitoring) A. Mid- and long-term business, strategy, and financial impacts: I. High GHG emissions are expected to lead to more severe flooding due to extreme weather events, potentially impacting operations and increasing the effects on business, strategy, and finances. II. Natural disasters resulting from extreme weather events disrupt services from collaborative suppliers, indirectly impacting company operations, reducing profits, and potentially increasing the risk of default. III. To mitigate the risk of operational disruptions, declines in the value of owned real estate, or increased repair costs resulting from climate change and natural resource shifts – and the subsequent impact on the Company's profitability – climate change risk factors will be considered when establishing operational sites and investing in owned real estate. IV. Approximately NT$4.5 million has been spent each year on mitigation measures, including earthquake insurance, typhoon insurance, flood insurance, and water damage insurance – additions to the fire insurance policy – to reduce damage to business locations or equipment caused by extreme weather. | | (4) "Recycle and reuse" A. Short-term business, strategy and financial impacts: I. Annual recycling initiatives are implemented to reduce waste generation and promote resource recovery, contributing to a zerowaste and circular economy, which in turn helps lower carbon emissions and carbon tax expenditures. II. Waste reduction measures, such as adopting double-sided printing, reusing the reverse side of paper for official documents and general use as much as possible, and increasing the utilization rate of the online administrative system, have reduced paper and consumable procurement costs by approximately NT$190,000. B. Mid- and long-term business, strategy and financial impacts: I. Prioritize the procurement of products with eco-labels and recyclable and reusable materials, and incorporate sustainability criteria into supplier evaluation processes. This approach can reduce supply chain carbon emission risks, align with potential future green procurement regulations, and enhance the Company's overall sustainability competitiveness. II. Incorporate sustainability criteria such as eco-label, carbon footprint label, and circular design into supplier evaluation and procurement scoring standards, and gradually increase the green procurement ratio. | (5) "Use of low-carbon energy" A. Short-term business, strategic, and financial impacts: I. Domestic and foreign investors, customers, and financial institutions have increased their demands for corporate carbon disclosures. Introducing low-carbon energy sources (such as purchasing renewable energy certificates and signing green power purchase agreements) can effectively reduce Scope 2 carbon emission intensity. II. In 2025, the Company launched a three-year green power procurement plan, and has projected cumulative renewable energy purchases of 1,092,000 degrees to achieve a diversified energy mix. III. A low-carbon image has helped to facilitate the issuance or sales of ESG theme funds and sustainability-linked structured products, attracting ESG-oriented investors and high-net-worth clients, and expanding wealth management revenue sources. | CAPITAL | 2025 ANNUAL REPORT 71 --- Corporate Governance Report | project | Implementation status | | --- | --- | | | B.Mid- and long-term business, strategic, and financial impacts: As the government carbon pricing mechanism has been gradually expanded to cover Scope 2 emissions, businesses now face direct carbon fee impositions on their electricity consumption. Scope 2 currently accounts for over 95% of the Company's overall Scope 1 and 2 carbon emissions. This action can quickly and significantly improve the Company' carbon emissions structure and reduce future financial risk exposure to carbon pricing regulation. The green energy procurement plan is expected to reduce greenhouse gas emissions and help the Company achieve its mid- and long-term carbon reduction targets. When the Company engages in capital market financing or issues corporate bonds, its strong carbon reduction performance and low-carbon operations may enhance its overall ESG rating. This helps attract domestic and overseas institutional investors focused on sustainability issues, further reducing the Company's long-term cost of capital and enabling it to obtain a potential green premium. (6) "Enter new markets" (continuously monitored) A.Short/medium-term business, strategy, and financial impacts: I. The arrival of the low-carbon era is driving increased capital demand for related industries such as green energy, the circular economy, and sustainability. We will actively seek to take on consulting projects and provide financial backing to these green energy industries to capitalize on emerging business opportunities. II. To capitalize on new market opportunities, we will continue to develop green financial products and services centered around sustainability, based on customer and consumer concerns regarding climate change and preference for green finance products and services. B. Long-term business, strategy and financial impacts: I. Incorporate the anticipated impacts of climate change and corporate transformation into the investment strategy. When selecting investments, carefully assess whether potential targets demonstrate good corporate governance, environmental stewardship, and social responsibility to enhance investment performance. II. Explore new investment market opportunities and increase diversified revenue streams. III. The Company will continue pursuing collaborative discussions with investee companies to focus on issues related to climate change. (7) "Developing and/or expanding low-carbon goods and services" (under monitoring) A. Short/medium-term business, strategy, and financial impacts: I. Enhance operational efficiency through digitalization, reduce the Company's operating costs, and mitigate the impact of climate change on the Company's business and operational sites; or develop low-carbon service models in response to carbon reduction initiatives to create service opportunities that attract customers. II. Customers/consumers, driven by increasing awareness of climate change, are shifting their investment/consumption preferences toward environmentally friendly companies and reducing investments in high-carbon/high-energy securities. III. Adjust investment positions as needed, increase investment in net-zero carbon emissions or green businesses, and diversify climate-related investment risks. B. Long-term business, strategy and financial impacts: I. In response to climate change, develop or offer products or services aligned with a low-carbon economy, foster investment opportunities, and diversify income streams. II. Incorporate the anticipated impacts of climate change and corporate transformation into investment strategy identification and management. When selecting investments, carefully assess whether potential targets demonstrate good corporate governance, environmental stewardship, and social responsibility to enhance investment performance. | 72 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | project | Implementation status | | --- | --- | | 3. Describe financial impacts of extreme climate events and transition-related actions. | (1) Extreme climate events In recent years, the Company has not experienced any risks of “increasing severity of extreme weather events such as typhoons and floods” as identified above, nor any other significant events attributable to extreme climate change. However, should such an event occur, the Company estimates that any resulting fixed asset losses would be within the bounds of its financial capacity. (2) Transition-related actions A. The Company continued to implement energy-saving and carbon reduction plans internally, aiming for a total emissions reduction. In 2025, it launched a three-year green power procurement plan and expects to have purchased a total of 1,092,000 kWh of renewable energy, diversifying its energy mix. B. Due to legal mandates or government requirements, and in response to stakeholder expectations – such as proactively pursuing transformational action plans for “entering new markets” and “developing and/or expanding low-carbon goods and services” – the Company will prioritize early deployment and implementation of these initiatives. This positive momentum in business and strategy is expected to significantly improve the Company’s financial performance. C. The Company will continue to identify and manage climate risks through a diversified investment portfolio. Climate risks are identified and managed from both a financing and investment perspective. Utilizing the PCAF methodology, the process incorporates industry information impacted by carbon emissions, as well as stress tests on equity and bond portfolios sensitive to carbon emissions. Relevant high-carbon industry holdings are disclosed to inform future investment limit planning, ultimately achieve carbon reduction goals, and mitigate financial impacts stemming from climate risks. In addition, based on the results of scenario analysis, the Company will reassess its risk appetite and asset risk pricing, and monitor climate risk in investment management. | | 4. Describe how climate risk identification, assessment, and management procedures are integrated into the overall risk management system. | (1) The Company has established a comprehensive risk management organizational structure, policies, and management guidelines. The scope of risk coverage includes market risk, credit risk, liquidity risk, operational risk, climate risk, information security risk, and legal and other risks potentially faced in the Company’s operations, considering industry characteristics. (2) The Company’s climate risks refer to transition risks related to the shift to a low-carbon economy that may affect the Company’s finances, strategy, operations, products, and reputation due to climate change, as well as physical risks arising from extreme weather events caused by climate change, which affect the Company’s finances and operations. (3) For climate change risk issues, the Company adopts independent identification, assessment, and management processes, controlled through its established risk management mechanisms. Climate change risks identified by each unit – including their materiality, likelihood of occurrence, response measures, and performance results – are compiled and submitted to the “Climate Change Working Group” under the Integrity and Sustainable Development Committee. The Working Group’s discussions, proposed strategies, and risk management measures are then reported to the Integrity and Sustainability Committee for review, to inform the development and implementation of climate change action strategies and risk management measures. Short-, medium-, and long-term plans and management performance assessments are confirmed before being reported to the Board of Directors to facilitate oversight of the implementation and performance of climate change action strategies and risk management measures. By taking this approach, we ensure effective control over material climate change risks. (4) For the material climate risk issues identified this year, we will continuously assess the impacts on our business and operations by integrating internal professional expertise, resources, and practical experience with market changes and external expert trend analysis. Risk management measures for these issues will be adjusted accordingly. | CAPITAL | 2025 ANNUAL REPORT 73 --- Corporate Governance Report | project | Implementation status | | --- | --- | | 5.If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors, and main financial impacts used shall be described. | (1)Physical risks: According to the TCCIP model, including parameters for “orderly transition – 2050 net-zero emissions,” “disorderly transition,” and “uncontrolled global warming (current policy),” the climate risk levels (temperature, rainfall, and wind disasters, etc.) of each administrative region of Taiwan, as published by the NCDR's Climate Change Disaster Risk Adaptation Platform, are examined. We compile a list of target investment regions and assess climate risks at each operational site to evaluate the potential impact on the Company in terms of operational disruptions, equipment damage, and losses to owned real estate and investments. (2)Transformation risk: According to the REMIND-MAgPIE model within the IAMs framework announced by the Securities Dealers Association, which includes the parameters, models or methodologies used, and results (profit or loss) for “orderly transition – 2050 net-zero emissions,” “disorderly transition,” and “runaway greenhouse effect (current policy),” the Company calculates these figures using its own proprietary positions. The GHG emissions calculation process for each asset category of financial investment is evaluated according to the PCAF carbon accounting methodology published by the Partnership for Carbon Accounting and Financials (PCAF), and compares carbon expenditure to position profit and loss based on the Company's carbon emissions increase or decrease. | | 6.If a transformation plan is in place to manage climate-related risks, please describe the plan's content, as well as the indicators and targets used to identify and manage physical and transition risks. | (1)Physical risks: A.Short- and medium-term transformation plan I.Continue to create budget for the replacement of energyintensive equipment and operations. II.Conduct annual greenhouse gas inventories to identify emission sources and maintain records for management control. At the same time, engage an external assurance provider to perform limited assurance in accordance with the TWSAE 3410 standard, assessing the impact on business and operational aspects related to promoting net-zero carbon emissions planning in the industry. III. Flood risk assessments are conducted for operating sites and company assets. Operating sites with a high likelihood and level of flood risk will be progressively reviewed for relocation upon lease expiration. In addition, a summary of physical risks is disclosed to assess their potential impact on the Company. B. Long-term overall transformation plan I.To mitigate the risk of operational disruptions, declines in the value of owned real estate, or increased repair costs resulting from climate change and natural resource shifts – and the subsequent impact on the Company's profitability – climate change risk factors will be considered when establishing operational sites and investing in owned real estate. II.Maintain the business continuity management system, periodically train employees in emergency response procedures, and obtain ISO 22301:2019 (BCMS) international certification. of implementation. (2)Transformation risk: A.Scope 1 and Scope 2 emissions: a 10% reduction target by 2030 compared to the 2023 base year, corresponding to an average annual reduction of 1.43%. B.Incorporate high-carbon emission industries and high-sensitivity industries in accordance with the stewardship and sustainable investment regulations; disclose relevant carbon-intensive industry holdings to facilitate future planning of the investment cap, enhance investment value, and promote the sound development of the Company and its investee company. C.If investor financing uses equities in high-energy-consuming or high greenhouse gas emission industries as collateral, the exposure amount is assessed and controlled based on the level of disclosure transparency, the progress of information disclosure, and the potential impact on these industries, in order to reduce credit risk exposure. D.Disclose the Company's green bonds investment portfolio to promote the development of potential opportunities related to future climate change. E.PCFA verification for Scope 3 emissions helps facilitate the transition to a net-zero economy and enhances the Company's credibility and reputation. | 74 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | project | Implementation status | | --- | --- | | 7. Carbon pricing has yet to be implemented. The Company will continue to monitor international trends and assess the feasibility of implementation. | Carbon pricing has not yet been implemented. We will continue to monitor international trends and assess its feasibility. | | 8. In response to requirements from the Financial Supervisory Commission and the phased carbon reduction targets outlined in the Climate Change Response Act, the Company began building a GHG management system in 2022 and conducted its initial inventory. | Based on the 2022 inventory results and considering its available resources, the Company has established GHG Scope 1 and Scope 2 emission reduction targets and a low-carbon action plan for 2023–2030, using 2023 as the baseline year to compare and review reduction progress annually. The reduction targets are expected to be adjusted again in 2031 based on actual implementation results. (1) The reduction targets for Scope 1 and Scope 2 GHG emissions are set through 2030. Emissions and consumption must be reduced by 10% compared to the base year, requiring an average annual reduction of 1.43%. (2) Based on the results of the Company's low-carbon action plan for 2025, the Scope 1 and Scope 2 GHG emissions of Capital Securities alone in 2025 decreased by 11.3% compared to the 2023 base year of 5,215.86 metric tons of CO₂e. The emissions of the parent company and its subsidiaries (consolidated) decreased by 9.27% compared to the 2023 base year of 5,982.16 metric tons of CO₂e, exceeding the annual reduction target of 1.43%. Due to an increase in operating revenue in 2025 compared to 2023, the GHG emission intensity of Capital Securities alone decreased by 42.89%, while that of the parent company and its subsidiaries decreased by 39.87% compared to the 2023 base year. | | 9. Status of greenhouse gas inventory and assurance, reduction targets, strategies, and concrete action plans. | Also provided in Tables 1-1 and 1-2. | # 1 GHG inventory and assurance for the most recent two years ## 1-1-1 GHG inventory information Describe the GHG emission volume (metric tons of CO₂ e), intensity (metric tons of CO₂ e/NTD million), and data coverage for the most recent two years. | Data coverage | | 2024 | 2025 | 2024 | 2025 | | --- | --- | --- | --- | --- | --- | | Boundary | Scope | Emissions (metric tons of CO₂e) | Emissions (metric tons of CO₂e) | Density (metric tons of CO₂e per NT$1 million in revenue) | Density (metric tons of CO₂e/NT$1 million in revenue) | | Parent company | Scope 1 Direct GHG emissions | 340.9056 | 251.1540 | 0.0233 | 0.0152 | | | Scope 2 Indirect GHG emissions | 4,816.6025 | 4,375.5136 | 0.3296 | 0.2654 | | | Subtotal | 5,157.508 | 4,626.668 | 0.353 | 0.281 | | All subsidiaries in the consolidated financial statements | Scope 1 Direct GHG emissions | 63.3170 | 47.2807 | 0.0250 | 0.0172 | | | Scope 2 Indirect GHG emissions | 737.6020 | 753.8346 | 0.2907 | 0.2747 | | | Subtotal | 800.919 | 801.115 | 0.316 | 0.292 | | | Total | 5,958.427 | 5,427.783 | 0.347 | 0.282 | | ※The scope of the inventory covers all companies in the consolidated financial statements, conducted according to ISO 14064-1. | | | | | | Note 1: Direct emissions (Scope 1, i.e. directly from emission sources owned or controlled by the Company), indirect emissions from energy (Scope 2, i.e. indirect GHG emissions from imported electricity, heat or steam), and other indirect emissions (Scope 3, i.e. emissions from the Company's activities that are not indirect emissions from energy, but are from sources owned or controlled by other companies). Note 2: The data coverage for direct emissions and indirect emissions from energy shall be reported in accordance with the schedule specified in 'Paragraph 2, Article 10 of these Rules. Other indirect emissions may be disclosed voluntarily. Note 3: GHG inventory standards: GHG Protocol (GHG Protocol) or ISO 14064-1 published by the International Organization for Standardization (ISO). Note 4: GHG emission intensity may be calculated per unit of product/service or revenue, but data based on revenue (NT$ million) must be disclosed at a minimum. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report ## 1-1-2 GHG assurance information Describe the assurance status for the most recent two years, including the scope of assurance, assurance firm, criteria of assurance, and opinions of assurance. I. The following details the assurance status of GHG Scope 1 and Scope 2 GHG emissions for all Capital Securities branches across Taiwan: 1. In 2024, Scope 1 greenhouse gas emissions amounted to 340.9056 metric tons CO₂e, representing 6.61% of total emissions, while Scope 2 emissions totaled 4,816.6025 metric tons CO₂e, accounting for 93.39%. Combined Scope 1 and Scope 2 emissions were 5,157.5081 metric tons CO₂e. These emissions were subject to limited assurance by KPMG Taiwan on April 8, 2025, in accordance with ISAE 3410. No material misstatements were identified under the ISO 14064-1 standards. 2. In 2025, Scope 1 greenhouse gas emissions were 251.1540 metric tons CO₂e (5.43% of total emissions), and Scope 2 emissions were 4,375.5136 metric tons CO₂e (94.57%). Total combined Scope 1 and Scope 2 emissions amounted to 4,626.668 metric tons CO₂e. These emissions were subject to limited assurance by KPMG Taiwan on March 27, 2026, in accordance with TWSAE 3410. No material misstatements were identified under the ISO 14064-1 standards. Please refer to pages 160–163 of the annual report for full assurance details. II. Assurance has not been obtained for the subsidiaries included in the consolidated financial statements, with the exception of Capital Futures. Relevant assurance information for Capital Futures is disclosed in its 2025 Annual Report and 2025 Sustainability Report. Note 1: This shall be processed according to the schedule stipulated in the order issued pursuant to the schedule specified in Paragraph 2, Article 10 of the Rules. If the Company fails to obtain a complete GHG assurance opinion by the annual report publication date, it shall state “complete assurance information will be disclosed in the sustainability report.” If the Company does not prepare a sustainability report, it shall state “complete assurance information will be disclosed on the Market Observation Post System,” and the complete assurance information shall be disclosed in the following year’s annual report. Note 2: The assurance firm shall comply with the requirements on assurance firms of sustainability reports as established by the Taiwan Stock Exchange and the Taipei Exchange. Note 3: Please refer to the Best-Practice Examples on the website of the Corporate Governance Center of Taiwan Stock Exchange for disclosure. ## 1-2 GHG reduction targets, strategies and concrete action plans Describe the GHG reduction base year and its data, reduction targets, strategies, and concrete action plans, and achievement of the reduction targets. The Company has set 2023 as the base year for GHG emissions reduction and established Scope 1 and Scope 2 GHG emission reduction targets and a low-carbon action plan for the period 2023–2030. Reduction results will be reviewed annually against the base year, and the reduction targets are expected to be adjusted again in 2031 based on actual implementation progress. (1) The Company’s base year is 2023, with combined Scope 1 and Scope 2 GHG emissions totaling 5,982.159 metric tons of CO₂e. The reduction targets for Scope 1 and Scope 2 GHG emissions are set through 2030. Emissions must be reduced by 10% from the base year level of 5,982.159 metric tons of CO₂e, requiring an average annual reduction of 1.43% of the base year emissions. (2) The 2025 low-carbon action plan included personnel participation in low-carbon initiatives, energy-saving activities at operational sites, the replacement of high-energy-consuming or outdated equipment, and the improvement of company vehicle efficiency, green procurement, and purchasing green electricity. In 2025, in addition to promoting carbon reduction activities among colleagues, approximately 600 old desktop computers were replaced with new models. These new models will reduce power consumption by 76% compared to the older ones, saving approximately 63,993.6 kWh annually. The Company began procuring renewable electricity in September. In 2025, a total of 186,084 kWh of solar power was purchased, representing approximately 2% of total electricity consumption. As a result, Scope 2 emissions decreased by 7.88% compared to the base year. Greenhouse gas emissions in 2025 decreased by 9.27% compared to the base year, significantly exceeding the annual reduction target of 1.43%. (3) The Company will continue to phase out old equipment and purchase green electricity in 2026, furthering progress toward its predetermined reduction target. Note 1: Conducted according to the schedule stipulated in the order issued pursuant to the schedule specified in Paragraph 2, Article 10 of the Rules. Note 2: The base year should be the year in which the inventory is completed within the boundary of the consolidated financial statements. For example, according to Paragraph 2, Article 10 of these Rules, a company with a capital of over NT$10 billion is required to complete the inventory for the consolidated financial statements of 2024 in 2025; therefore, the base year is 2024. If the company completes the consolidated financial statements inventory earlier than required, the earliest year may be used as the base year. In addition, base year data may be calculated using either a single year or the average of multiple years. Note 3: Please refer to the Best-Practice Examples on the website of the Corporate Governance Center of Taiwan Stock Exchange for disclosure. 76 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (VI) State of ethical corporate management and any difference from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof: | Evaluation items | Status of implementation | | | Differences from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | I. Establishment of the ethical corporate management policy and integrity management policies and action plans (I) Has the company established an ethical corporate management policy approved by the board of directors? Does the policy clearly specify, in its rules and external documents, the ethical corporate management policies and the commitment of the board of directors and senior management to proactively implement the management policy? | V | | (I) On March 29, 2012, the 8th Board of Directors held its 5th meeting and passed a resolution to establish the “Ethical Management Guidelines” and the “Ethical Management Operating Procedures and Code of Conduct.” Since then, the Board of Directors and senior management have actively implemented the integrity management policies by signing a statement of compliance and faithfully enforcing them in internal management and business activities. The Company discloses its ethical management policy on its website, enabling all business partners, customers, and other related organizations and personnel to have a clear understanding of the Company’s ethical management principles and guidelines. | None | | (II) Has the company established a risk assessment mechanism against unethical conduct, regularly analyzed and assessed business activities within its business scope that are at higher risk of involving unethical acts, and established prevention programs covering at least the preventive measures specified in Paragraph 2, Article 7 “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” ? | V | | (II) The Company has established a mechanism to assess risks related to a lack of integrity and has developed a “Self-Assessment Form for Unethical Conduct” for regular analysis and evaluation. Additionally, for business activities within its scope that are at a higher risk of being involved in unethical conduct, the Company has implemented preventive measures to address such risks. These measures, at a minimum, cover the actions outlined in Paragraph 2 of Article 7 of the “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies.” These requirements are specifically detailed in the Company’s internal rules and regulations. The Company reported on its implementation of ethical corporate management for 2025 at the 6th meeting of the 13th Board on January 23, 2026. Following a selfassessment of eight major unethical risk factors, and considering the existing risk mitigation measures within the relevant rights and responsibilities framework and overall control environment for implementing ethical corporate management, the overall environmental control was determined to be high. No major incidents of unethical conduct occurred in 2025, therefore the risk assessment for unethical conduct is low. | None | | (III) Has the company clearly provided the operating procedures, conduct guidelines, disciplines for violations and a grievance system in its program to prevent unethical acts and have these been implemented, and has the formally disclosed program been regularly reviewed and amended? | V | | (III) Norms and handling procedures are established in the Company’s “Ethical Management Operating Procedures and Code of Conduct” for various instances of unethical conduct. The Company also incorporates ethical management into employee performance evaluations and human resources policies, with a clear and effective system for rewards, punishments, and appeals. Serious violations of ethical conduct may result in removal from office or dismissal in accordance with applicable laws or the Company’s personnel regulations. The Integrity and Sustainable Development Committee of the Company regularly evaluates the effectiveness of the preventive measures established to ensure ethical management, and assesses compliance with related business processes. Relevant regulations are also reviewed and revised to reflect changes in internal and external laws and regulations. | None | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Evaluation items | Status of implementation | | | Differences from the Ethical Corporate Management Best-Practice Principles for TRISC/PR2-11088 Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (III)Has the company clearly provided the operating procedures, conduct guidelines, disciplines for violations and a grievance system in its program to prevent unethical acts and have these been implemented, and has the formally disclosed program been regularly reviewed and amended? | | | The “Ethical Management Operating Procedures and Code of Conduct” were amended by the Board of Directors at its 15th meeting of the 12th term on November 11, 2024 | | | II.Implementation of ethical corporate management (I)Has the company evaluated the integrity of all counterparties it has business relationships with? Are there any integrity clauses in the agreements entered into with business partners? (II)Has the company set up a dedicated unit to promote ethical corporate management under the board of directors, and has such unit reported to the Board of Directors its execution in terms of ethical management policy and preventive programs against unethical conducts and the supervision status on a regular basis (at least once a year)? (III)Has the company formulated a policy that prevents conflicts of interest and a channel that facilitates the reporting of conflicting interests? | V | | (I)When the Company enters into a contract with a counterparty, it shall conduct due diligence on the counterparty's integrity and include relevant provisions on ethical conduct in the commercial contract. If either party engages in any dishonest or unethical conduct in the course of commercial activities, the other party may terminate or rescind the contract unconditionally at any time. (II)The Company has established an Integrity and Sustainable Development Committee under the Board of Directors and an Integrity and Sustainable Development Office. The Ethical Corporate Management Working Group within the Office is responsible for formulating and overseeing the implementation of related policies and preventive measures. The Committee is chaired by the chairman and meets at least once per quarter, with at least one annual review of the Company's ethical management practices, and reports to the Board of Directors. The Company reported on its implementation of ethical corporate management for 2025 at the 6th meeting of the 13th Board on January 23, 2026. (III)The Company has established the “Ethical Management Operating Procedures and Code of Conduct” and the “Conflict of Interest Prevention Guidelines for Business Personnel's Appointment and Handling of Conflicts of Interest.” When a director of the Company has a conflict of interest with a motion, either directly or on behalf of an entity they represent, which may be detrimental to the Company's interests, they must state their opinion and answer questions, but may not participate in discussion or voting and must recuse themselves from such motion. All such matters will be recorded in the minutes of the meeting. When employees conduct business, they must simultaneously report any circumstances that may result in improper benefits to themselves or their related parties to their department head and the Company's designated unit. The department head must then provide appropriate guidance. | None | 78 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Evaluation items | Status of Implementation | | | Differences from the Ethical Corporate Management Best-Practice Principles for TWSC/TPEs Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (IV)Has the company established an effective accounting system and internal control system in order to implement ethical management, and proposed relevant audit plans according to the assessment results of the risks of unethical conducts, and reviewed the compliance of the prevention of unethical conducts, or entrusted an accountant to carry out the review? | V | | (IV)In accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms” and the “Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets,” the Company has designed and established an “Accounting System” and an “Internal Control System.” The internal audit unit develops an audit plan and conducts regular audits based on the internal control system. In addition, the results of the Company’s regular integrity risk assessments are submitted to the Audit Office for review of adherence to the misconduct prevention program | None | | (V)Has the company organized internal or external training on a regular basis to maintain ethical management? | V | | (V)The Company plans and regularly holds training courses on ethical conduct and implements a post-course assessment system. Employees must pass the assessment to complete the courses. In 2025, a total of 16 online training courses were conducted covering topics promoting securities law compliance, ethical management law compliance, business dispute resolution guidelines, laws prohibiting certain conduct by securities practitioners, financial accessibility services, corporate sustainable development, operational continuity management, financial consumer protection and fair treatment principles, information security, internal material information processing and insider trading laws, sexual harassment prevention, workplace violence prevention, safety and hygiene education, personal data protection legislation promotion, anti-money laundering and counter-terrorism legislation, and advertising and online marketing. A total of 19,896 people participated in these training courses, contributing a combined 16,979 person-hours. | None | | III.State of operations of the company’s reporting system (I)Has the company set up a specific reporting and incentive system, and established a channel to facilitate reporting and assigned dedicated personnel to receive reports? | | | (I)To foster a corporate culture of integrity and transparency and to promote sound business practices, the Company encourages the reporting of illegal activities. The Audit Office was designated as the receiving and investigating unit for reported cases at the 15th meeting of the 10th Board of Directors on November 12, 2018, following the establishment of the “Guidelines for the Implementation of the Reporting System.” In addition, whistleblowers may also file reports by phone, email, or written correspondence. The Company received four reports in 2025, none of which concerned “crimes, fraud, or violations of laws” within the Company as defined in Article 2 of the “Implementation Rules for the Whistleblower System.” | | CAPITAL | 2025 ANNUAL REPORT 79 --- Corporate Governance Report | Evaluation Items | Status of implementation | | | Differences from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary | | | (II)Has the company implemented any standard operating procedures and/or subsequent measures after carrying out an investigation or confidentiality measures for handling reported misconducts? | V | | (II)The Company's "Implementation Rules for the Whistleblower System" sets forth that any person who discovers or suspects any criminal activity, fraud, or violation of laws and regulations within the Company may submit a report. Types of cases accepted: criminal acts, fraud, and violations of the law. The Audit Office is responsible for receiving and investigating reported cases. Once a whistleblowing case is substantiated, the individual against whom the report is made must immediately cease the related conduct. Relevant departments should propose corrective and preventive measures, and if a material violation occurs or there is a risk of damage to the Company, the matter should be reported to the Audit Committee. If necessary, the Company will seek legal recourse for damages to protect its reputation and interests. The Company shall keep the identity of whistleblowers confidential. Any breach of this confidentiality principle will be investigated, and if substantiated, will be referred to the Personnel Review Committee for consideration and handled according to the Company's relevant work rules. | None | | (III)Has the company taken appropriate measures to protect the whistleblower from improper treatment as a result of whistleblowing? | V | | (III)The Company shall not dismiss, remove from office, demote, reduce the salary of, or otherwise disadvantage the whistleblower, or impair any rights or benefits to which the whistleblower is legally or contractually entitled, due to the reported case. | None | | IV.Information Disclosure Strengthening Has the company disclosed the content of its ethical corporate management Best-Practice principles and the results of implementation on its official website and MOPS? | V | | The Company's "Ethical Corporate Management Best-Practice Principles" and "Ethical Management Operating Procedures and Code of Conduct" are disclosed on its internal and external websites, as well as on the Market Observation Post System. The implementation of ethical corporate management is also disclosed on the Company's website. | None | | V.For companies that have established ethical corporate management best-practice principles in accordance with the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies," please describe the current practice and any deviations from the code of conduct: The "Ethical Corporate Management Best-Practice Principles" and "Ethical Management Operating Procedures and Code of Conduct" established by the Company both comply with the regulations of the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies." | | | | | | VI.Any other important information that may help understand the performance of ethical corporate management better: (e.g. review of an amendment to its Ethical Corporate Management Best-Practice Principles): The Company reviews or revises its regulations related to ethical management in accordance with the requirements of the competent authority. Following approval by the Board of Directors, these regulations are disclosed on the company website, the Market Observation Post System, and the internal website. This ensures investors and employees are informed of the Company's ethical management policy | | | | | (VIII)Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance: Please refer to (III) Status of implementation of corporate governance and differences from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such differences 80 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (VIII) Implementation of the company's internal control system: 1. Statement of Internal Control Market Observation Post System > Corporate Governance > Internal Control https://mopsov.twse.com.tw/mops/web/t06sg20 2. If a CPA is engaged to conduct a special audit on the internal control system, the CPA's audit report should be disclosed: The Company did not engage a CPA to conduct such special audit for the year. (IX) Important resolutions of a shareholders' meeting or a board of directors meeting during the most recent fiscal year and up to the date of publication of the annual report: 1. Important resolutions of Board meetings and implementation status I. 18th meeting of the 12th Board (2025.03.07) 1. Subject: Motion for the Company's individual and consolidated financial statements for 2024. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation: The matter was announced and reported to the competent authority as required, and submitted to the 2025 annual general meeting for acknowledgment. 2. Subject: Motion for distribution of employee and director remuneration for 2024. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation: Reported to the 2025 annual general meeting. 3. Subject: Motion for the recommendations for the Company's 2024 earnings distribution. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: Submitted to the 2025 annual general meeting for acknowledgment. 4. Subject: Motion for report on the acquisition of right-of-use assets from related parties at the 2026 annual general meeting. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation: Reported to the 2025 annual general meeting. 5. Subject: Motion for amendments to the Company's "Articles of Incorporation." Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: Submitted to the 2025 annual general meeting and was approved. 6. Subject: The Company's "2024 Sustainable Development Promotion Plan and Results" and "2025 Sustainable Development Promotion Plan." Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report Implementation: Reported to the 2025 annual general meeting. 7. Subject: Motion for the Company's 2024 Business Report. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: Submitted to the 2025 annual general meeting for acknowledgment. 8. Subject: Motion for election of the Company's 13th Board of Directors. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: Reviewed and approved by the 2025 annual general meeting and duly announced as required by law. 9. Subject: Motion for schedule for the Company's 2025 annual general meeting and the period and location for accepting shareholder proposals. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: The Company has completed the pre-meeting procedures and announcement requirements for the 2025 annual general meeting as required. 10. Subject: Motion for nomination of candidates to the 13th Board (including independent directors). Resolution: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. Implementation status: The Company has completed the pre-meeting procedures and announcement requirements for the 2025 annual general meeting as required. 11. Subject: Motion for removing the non-compete restriction on the Company's directors. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: Submitted to the 2025 annual general meeting and was approved. ## II. 19th meeting of the 12th Board (2025.05.12) 1. Subject: Motion for investee company "Capital Management Consulting Co., Ltd." to undergo a simplified merger and change its name with its 100%-owned "CSC Private Equity Fund I Co." Resolution: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Shea, Jia-Dong acted as chair) sought the consent of the other directors present. Implementation status: The matter was announced and reported to the competent authority as required. ## III. 1st extraordinary meeting of the 13th Board (2025.05.28) 1. Subject: Election of the Company's 13th chairman CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Director Chou, Hsiu-Chen was elected as the 13th chairman of Capital Securities. Implementation status: The matter was announced and reported to the competent authority as required. ## IV. 2nd meeting of the 13th Board (2025.08.25) 1. Subject: Motion for investee company subsidiary Capital Futures Corp. to change its name from "Shanghai Capital Futures Information Technology Co., Ltd." to "QIT Technology Co., Ltd." and amend the "Articles of Incorporation." Resolution: This motion was unanimously approved after the chair sought the consent of the other directors present. Implementation status: The matter was reported to the competent authority as required. 2. Subject: Motion for liquidation and dissolution of "Capital True Partner Technology Co., Ltd.," an investee company of subsidiary Capital Futures Corp. Resolution: This motion was unanimously approved after the chair sought the consent of the other directors present. Implementation status: The matter was reported to the competent authority as required. ## V. 4th meeting of the 13th Board (2025.11.10) 1. Subject: Motion for capital increase of HKD 120 million for Capital Futures (HK), an investee company of subsidiary Capital Futures Corp. Resolution: This motion was unanimously approved after the chair sought the consent of the other directors present. Implementation status: The matter was reported as required. ## VI. 6th meeting of the 13th Board (2025.01.23) 1. Subject: Amendment to the Company's "Procedures for the Acquisition or Disposal of Assets." Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Implementation status: Planned to be submitted for review at the 2026 Annual General Meeting. ## VII. The 7th session of the 13th term (March 6, 2026) 1. Subject: Motion for the Company's individual and consolidated financial reports for 2025. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Status of implementation: The matter has been announced and reported to the competent authority as required, and is to be submitted to the 2026 annual general meeting for acknowledgment. 2. Subject: In line with business development and the effective use of office space, it is proposed to swap the currently leased offices of the Company's Securities Proprietary Trading Department and its subsidiary, Capital Insurance Advisory Corp., and to negotiate with the lessor "Chuan Yi Construction Co., Ltd." for contract renewal based on the original lease terms. Resolution: This motion was unanimously approved after the chair (Independent Director CAPITAL | 2025 ANNUAL REPORT 83 --- Corporate Governance Report Lee, Shen-Yi acted as chair while Chairman Chou, Hsiu-Chen recused herself) sought the consent of the other directors present. Implementation status: The matter was announced and reported to the competent authority as required. 3. Subject: Motion for the Company's 2025 business report. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Status of implementation: The matter has been announced and reported to the competent authority as required, and is to be submitted to the 2026 annual general meeting for acknowledgment. 4. Subject: Motion for the agenda for the annual general meeting of shareholders for 2026 and the period and location for accepting shareholder proposals. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Status of implementation: Pre-meeting procedures and announcement requirements for the 2026 annual general meeting have been completed in accordance with regulations. 5. Subject: The Company proposes to commission Sheng Xiang Industrial Co., Ltd. for the management of its underground parking spaces located at No. 101, Songren Road, Xinyi District, Taipei City. Resolution: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. Implementation status: The matter was announced and reported to the competent authority as required. VIII. The 8th session of the 13th term (April 10, 2026) 1. Subject: Motion for the Company's 2025 remuneration for employees and directors. Resolution: This motion was unanimously approved after the chair (Chairman Chou, Hsiu-Chen recused herself from this motion and Independent Director Lee, Shen-Yi acted as chair) sought the consent of the other directors present. Status of implementation: To be reported at the 2026 Annual General Meeting. 2. Subject: The Company's 2025 earnings distribution proposal. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Status of implementation: To be submitted to the 2026 Annual General Meeting for acknowledgment. 3. Subject: The Company's 2025 proposal for capitalization of earnings to issue new shares. Resolution: The motion was unanimously approved after the chair sought the consent of all directors present. Status of implementation: To be submitted to the 2026 Annual General Meeting for discussion. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report 2. Resolutions of the annual general meeting on May 28, 2025, and their implementation status: | Item No. | | Proposal | Resolution | Implementation Status | | --- | --- | --- | --- | --- | | Approved Items | No.1 | The Company's 2024 Business Report and Financial Statements | The resolution was passed by the required majority of votes. | Implemented in accordance with the resolution of the annual general meeting. | | | No.2 | The Company's 2024 Earnings Distribution | The resolution was passed by the required majority of votes. | The distribution was implemented in accordance with the resolution of the annual general meeting; cash dividends of NT$1.50 per share (ex-dividend date: June 23, 2025; dividend payment date: July 14, 2025). | | Discussion Items | No.1 | The Company's Amendment to the Articles of Incorporation | The resolution was passed by the required majority of votes. | The amendment was approved and registered with the Ministry of Economic Affairs on July 2, 2025 and disclosed on the Company's website. | | Election matters | No.1 | Election of the Company's 13th Board of Directors | Election results: Director: Representative of Yin Feng Enterprise Co., Ltd.: Chou, Hsiu-Chen Number of votes: 1,920,920,946 shares Director: Representative of Yin Feng Enterprise Co., Ltd.: Liu, Ching-Tsun Number of votes: 1,742,608,884 shares Director: Representative of Hung Lung Enterprise Co., Ltd.: Lin, Tzu-Yi Number of votes: 1,738,612,402 shares Director: Representative of Hung Lung Enterprise Co., Ltd.: Chu, Shu-Er Number of votes: 1,737,032,342 shares Director: Representative of Hung Lung Enterprise Co., Ltd.: Tsai I-Ching Number of votes: 1,736,857,248 shares Director: Representative of Yin Feng Enterprise Co., Ltd.: Chang, Yi-Ping Number of votes: 1,734,260,694 shares Independent Director: Lee, Shen-Yi Number of votes: 1,726,394,953 shares Independent Director: Lin, Tsalm-Hsiang Number of votes: 1,665,781,041 shares Independent Director: Su Chiu-Hsia Number of votes: 1,657,024,665 shares | The directors were elected at the Annual General Meeting held on May 28, 2025, and duly disclosed on the Market Observation Post System. The 13th Board (including three independent directors), with a term of three years from May 28, 2025, to May 27, 2028. | | Other motion | No.1 | Removal of the non-competition restriction on the Company's directors | The resolution was passed by the required majority of votes. | The relevant material information was disclosed on the Market Observation Post System on May 28, 2025 in accordance with the resolution. | (X) During the most recent fiscal year and up to the date of publication of the annual report, a director has expressed a dissenting opinion with respect to an important 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. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (XI)Continuing education and training on corporate governance by the company's managers, directors and supervisors: 1. Manager : December 31, 2025 | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | General Manager | Lee, Wen-Chu | 20250109 | 20250109 | Taiwan Corporate Governance Association | Corporate Governance: Everything is Connected, Everything is Vulnerable – IoT Cybersecurity Starts with You and Me! | 3 | | | | 20250516 | 20250516 | Taiwan Corporate Governance Association | Cybersecurity Governance and Management in the Context of Corporate Governance and Geopolitics | 3 | | | | 20250919 | 20250919 | The Trust Association of the R.O.C. | In-service Training for Trust Supervisors | 3 | | Senior Associate Manager | Hsieh, Hsiu-Ying | 20250516 | 20250516 | Securities and Futures Institute | 2025 Insider Trading Prevention Awareness Seminar | 3 | | | | 20250829 | 20250829 | BCSD Taiwan | Press Conference on the Release of the CDP Analysis Report on Issues Related to IFRS S2 | 3 | | | | 20250918 | 20250918 | Taipei Exchange | 2025 Sustainable Development Advocacy Conference for the Securities Industry | 3 | | | | 20251112 | 20251112 | Taiwan Securities Association | The Structure and Value of Corporate Governance and Sustainability Reports | 3 | | | | 20251127 | 20251127 | Labor Safety and Health Management Society R.O.C. | First-aid Personnel Safety and Health Training (Refresher Course) | 3 | | Associate Manager | Lan, Hui-Min | 20250219 | 20250219 | Taiwan Securities Association | Seminar on Assessment of the Principle of Fair Treatment of Customers | 3 | | | | 20250221 | 20250221 | Securities and Futures Institute | Pre-employment Training for Futures Advisors | 5 | | | | 20250421 | 20250421 | Taiwan Stock Exchange | Securities Firms' Internal Control System Standard Guidelines – Amendment Briefing | 4 | | | | 20250516 | 20250516 | Taiwan Futures Exchange | 2025 Futures Merchant and Futures Transaction Assistant Internal Control Standard – Amendment Briefing | 3 | | | | 20250521 | 20250521 | Futures Merchant Association of the R.O.C. | Seminar on the Analysis of Anti-Money Laundering and Counter-Terrorist Financing Laws and Regulations, and Case Studies | 3 | | | | 20250620 | 20250620 | Taiwan Stock Exchange | 2025 H1 Regulatory and Business Training Course for Securities Firm Employees | 3 | | | | 20250628 | 20250726 | Technology Island | AI Application Planner Training Course | 12 | | | | 20250709 | 20250709 | The Trust Association of the R.O.C. | Seminar on Strengthening Retirement Assets With Trust | 3 | | | | 20250723 | 20250723 | Money Laundering Prevention Office, Executive Yuan | 2025 Financial Industry Conference on Anti-Money Laundering and Counter-Terrorism Financing | 6 | | | | 20250918 | 20250918 | Futures Merchant Association of the R.O.C. | Analysis of the Financial Consumer Protection Act and Latest Trends – Centering on the Principle of Fair Treatment of Customers | 3 | | | | 20250922 | 20250923 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | | | 20251112 | 20251112 | Taiwan Stock Exchange | 2025H2 Regulatory and Business Training Course for Securities Firm Employees | 3 | | | | 20251119 | 20251119 | Futures Merchant Association of the R.O.C. | Seminar on the Analysis of Anti-Money Laundering and Counter-Terrorist Financing Laws and Regulations, and Case Studies | 3 | | Deputy General Manager | Huang, Chih-Ming | 20250423 | 20250423 | Taiwan Stock Exchange | 2025 "Securities Firms' Internal Control System Standard Guidelines" | 4 | | | | 20250522 | 20250522 | Taiwan Futures Exchange | Seminar on 2025 Amendments to Internal Control Systems of Futures Merchants | 3 | | | | 20250628 | 20250726 | Technology Island | AI Application Planner Training Course | 12 | | Associate Manager | Huang, Sheng-Kai | 20251202 | 20251202 | The Trust Association of the R.O.C. | In-service Training for Trust Supervisors | 4 | | | | 20251206 | 20251206 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | Senior Associate Manager | Liu, Shu-Ju | 20250329 | 20250405 | Technology Island | AI Application Planner Training Course | 12 | | | | 20251021 | 20251028 | BSI | ISO 42001 Artificial Intelligence Management System Lead Auditor | 40 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | Deputy General Manager | Wu, Yun-Wen | 20250114 | 20250122 | ITRI College | Generative AI LLM Development and Deployment Practices | 28.5 | | | | 20251001 | 20251001 | Taiwan Academy of Banking and Finance | New Anti-fraud Initiative: Technological Countermeasures Against Financial Cybercrime | 2 | | Senior Manager | Tsai, Wen-Chuan | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | Senior Associate Manager | Kan, Kai-Chung | 20250606 | 20250606 | Taiwan Securities Association | Regulations Governing the Brokerage of Foreign Securities and Professional Ethics Standards | 3 | | | | 20251109 | 20251116 | Taiwan Securities Association | Spot Foreign Exchange Traders Qualification Training Course | 12.5 | | Associate Manager | Lu, Chiao-Hui | 20250308 | 20250309 | Taiwan Securities Association | In-service Training for Securities Personnel | 12 | | | | 20251128 | 20251128 | Taiwan Securities Association | 2026 International Finance and Economics Analysis and Taiwan Industrial Development Trends and Outlook | 3 | | Associate Manager | Huang, Chih-Hsiung | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | | | 20251128 | 20251128 | Taiwan Securities Association | 2026 International Finance and Economics Analysis and Taiwan Industrial Development Trends and Outlook | 3 | | Senior Associate Manager | Chen, Yi-Jen | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | Associate Manager | Chung, Chi-Yao | 20251128 | 20251128 | Taiwan Securities Association | 2026 International Finance and Economics Analysis and Taiwan Industrial Development Trends and Outlook | 3 | | Deputy General Manager | Lin, Yen-Fen | 20251206 | 20251206 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | Senior Associate Manager | Chen, Pei-Chi | 20251206 | 20251206 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | Deputy General Manager | Wang, Chuan-Hui | 20250321 | 20250322 | Futures Merchant Association of the R.O.C. | On-The-Job Training for Futures Personnel | 12 | | | | 20250628 | 20250726 | Technology Island | AI Application Planner Training Course | 12 | | | | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | | | 20251112 | 20251113 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | | | 20251210 | 20260211 | Taiwan Academy of Banking and Finance | Certification as a Senior Financial Planning Consultant and On-The-Job Training | 72 | | Senior Manager | Wu, Chiu-Wen | 20250329 | 20250405 | Technology Island | AI Application Planner Training Course | 12 | | | | 20250812 | 20250814 | Taiwan Securities Association | Financing, Short Selling and Securities Lending Training Class | 24 | | | | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | | | 20251206 | 20251206 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | Senior Manager | Huang, Tzu-Ting | 20250424 | 20250424 | Taiwan Academy of Banking and Finance | Orientation for Trust Supervisors | 3 | | | | 20250602 | 20250603 | Taiwan Securities Association | In-service Training for Anti-Money Laundering and Counter-Terrorism Staff | 6 | | | | 20250609 | 20250610 | Taiwan Securities Association | In-service Training for Anti-Money Laundering and Counter-Terrorism Staff | 6 | | Deputy General Manager | Kuo, Nien-Ching | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | Deputy General Manager | Hung, Hsin-Ju | 20250710 | 20250711 | Taiwan Securities Association | On-the-Job Training for Foreign Exchange Derivatives | 6 | | | | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | | | | 20251113 | 20251114 | Taiwan Securities Association | In-Service Training for Wealth Management Personnel | 6 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | Associate Manager | Li, Kuei-Jung | 20250212 | 20250213 | Taiwan Securities Association | In-Service Training for Wealth Management Personnel | 6 | | | | 20250326 | 20250326 | Taiwan Securities Association | Regulations Governing the Brokerage of Foreign Securities and Professional Ethics Standards | 3 | | | | 20250807 | 20250808 | Taiwan Securities Association | In-Service Training for Wealth Management Personnel | 6 | | | | 20251209 | 20251209 | Taiwan Academy of Banking and Finance | In-Service Training for Trust Management Personnel | 6 | | Senior Associate Manager | Ho, Yu-Wen | 20250606 | 20250606 | Taiwan Securities Association | Regulations Governing the Brokerage of Foreign Securities and Professional Ethics Standards | 3 | | Deputy General Manager | Cheng, Yu-Ling | 20250925 | 20250925 | Taiwan Academy of Banking and Finance | Family Trust and Family Office Planning Workshop – Northern Taiwan, Session 1 | 6 | | | | 20251014 | 20251223 | Taiwan Academy of Banking and Finance | Family Trust Planning Consultant Training Course | 72 | | Deputy General Manager | Chen, Wei-Ting | 20250606 | 20250607 | Futures Merchant Association of the R.O.C. | On-The-Job Training for Futures Personnel | 11 | | | | 20250902 | 20250902 | Taiwan Securities Association | In-service Training for Securities Personnel | 7.5 | ## 2. Directors and supervisors : December 31, 2025 | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | Chairman | Yin Feng Enterprise Co., Ltd. Representative: Chou, Hsiu-Chen | 20250926 | 20250926 | Securities and Futures Institute | 2025 Insider Trading Prevention and Awareness Session (Online) | 3 | | | | 20251016 | 20251016 | Financial Regulations and Crime Prevention Center | Responsibilities and Response Strategies of Directors under ESG Regulations and Sustainable Governance | 3 | | | | 20251215 | 20251215 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | | Director | Yin Feng Enterprise Co., Ltd. Representative: Liu, Ching-Tsun | 20250813 | 20250813 | Taiwan Securities Association | How to Analyze Key Operational Information From Financial Reports | 3 | | | | 20250910 | 20250910 | Taiwan Securities Association | Legal Liability and Case Analysis of “Trade Secret Protection” | 3 | | | | 20251104 | 20251104 | Securities and Futures Institute | Corporate Sustainability Risk Management and Strategy Analysis | 3 | | | | 20251104 | 20251104 | Securities and Futures Institute | The Double-Axis Transformation to Enhance Organizational Resilience – AI Governance and Sustainable Governance | 3 | | | | 20251204 | 20251204 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | 88 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | Director | Yin Feng Enterprise Co., Ltd. Representative: Chang, Yi-Ping | 20250930 | 20250930 | Chinese National Association of Industry and Commerce, Taiwan | Analyzing Key Strategies and Approaches for Protecting Trade Secrets Through the Lens of Significant Domestic and International Case Studies | 3 | | | | 20251028 | 20251028 | Taiwan Academy of Banking and Finance | Development and Current Status of Employee Benefit Trusts | 3 | | | | 20251112 | 20251112 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | | Director | Hung Lung Enterprise Co., Ltd. Representative: Chu, Shu-Er | 20250321 | 20250321 | Trusts and Banking Association and Financial Research and Training Institute | Seminars on Employee Stock Ownership Trust Structures and Trust Contract Reference Templates | 3 | | | | 20250717 | 20250717 | Securities and Futures Institute | Publication, Impacts and Responses to IFRS S1 and S2 Sustainability Disclosure Standards | 3 | | | | 20251209 | 20251209 | Taiwan Institute of Directors | Performance Assessment Transparency! IFRS 18 – The Future Income Statement Is Coming Soon | 3 | | | | 20251127 | 20251127 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | | Director | Hung Lung Enterprise Co., Ltd. Representative: Lin, Tzu-Yi | 20250520 | 20250520 | Taiwan Corporate Governance Association | Practical Analysis of Sustainability Report Assurance | 3 | | | | 20251016 | 20251016 | Financial Supervisory Commission | The 15th Taipei Corporate Governance Forum | 6 | | | | 20251128 | 20251128 | Taiwan Digital Governance Association | Asia-Pacific AI, Stablecoins and Real-World Assets (RWA): Toward a New Trustworthy Digital Finance Ecosystem | 2 | | | | 20251111 | 20251111 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | Director | Hung Lung Enterprise Co., Ltd. Representative: Tsai, I-Ching | 20250708 | 20250708 | Taiwan Academy of Banking and Finance | Information Security Governance Lecture (Session 52) – Trends in Financial Technology and Information Security Risks | 3 | | | | 20250724 | 20250724 | Securities and Futures Institute | AI Future and Corporate AI Transformation | 3 | | | | 20251203 | 20251203 | Securities and Futures Institute | AI Development and Cybersecurity Risks | 3 | | | | 20251119 | 20251119 | Internal training | [Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications [Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | | Independent Director | Lee, Shen-Yi | 20250321 | 20250321 | Trusts and Banking Association and Financial Research and Training Institute | Seminars on Employee Stock Ownership Trust Structures and Trust Contract Reference Templates | 3 | | | | 20250828 | 20250828 | Securities and Futures Institute | Practical Case Study of Insider Trading and Related Legal Liabilities | 3 | | | | 20251104 | 20251104 | Securities and Futures Institute | Corporate Sustainability Risk Management and Strategy Analysis | 3 | | | | 20251104 | 20251104 | Securities and Futures Institute | The Double-Axis Transformation to Enhance Organizational Resilience – AI Governance and Sustainable Governance | 3 | | | | 20251107 | 20251107 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | | Independent Director | Lin, Tsalm-Hsiang | 20250808 | 20250808 | Securities and Futures Institute | Analysis of IFRS S1 and S2 and the Company's Strategies for Coping with Risks and Opportunities | 3 | | | | 20250814 | 20250814 | Securities and Futures Institute | AI Development and Cybersecurity Risks | 3 | | | | 20250910 | 20250910 | Securities and Futures Institute | The Financial Applications and Regulatory Challenges of Virtual Assets | 3 | | | | 20251127 | 20251127 | Securities and Futures Institute | Discussion of Green and Transition Finance Action Plans – Sustainable Development Blueprint and Director Responsibilities. | 3 | | | | 20251107 | 20251107 | Internal training | Capital Securities ESG – Sustainable Future] 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future] 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | 90 CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title | Name | Start date | End date | Organizer | Course title | Number of hours | | --- | --- | --- | --- | --- | --- | --- | | Independent Director | Su, Chiu-Hsia | 20250509 | 20250509 | Cross-Strait Commerce Development Foundation | International Standards Guide Carbon Neutrality and Net-Zero Pathways | 3 | | | | 20250709 | 20250709 | Cathay Financial Holding/Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit | 3 | | | | 20250716 | 20250716 | Corporate Governance Association | Sustainable Development Seminar | 3 | | | | 20250724 | 20250724 | Securities and Futures Institute | AI Future and Corporate AI Transformation | 3 | | | | 20250820 | 20250820 | Corporate Operating and Sustainable Development Association | Identifying Company Flaws or Operational Crises From Financial Statements | 3 | | | | 20250821 | 20250821 | Securities and Futures Institute | Case Study on Greenwashing and False Sustainability Reports and Analysis of Legal Responsibilities | 3 | | | | 20250821 | 20250821 | Securities and Futures Institute | Trump 2.0: Disrupting the Global Economic Order – The Impact and How to Respond | 3 | | | | 20250903 | 20250903 | Taiwan Corporate Governance Association | (2025) Corporate Governance International Summit - The Role of Directors in Shaping Corporate Strategy in a Global Changing Environment | 6 | | | | 20250925 | 20250925 | Corporate Operating and Sustainable Development Association | Corporate Governance and Securities Laws: Practical Cases on Corporate Governance and Compliance. | 3 | | | | 20251016 | 20251016 | Financial Supervisory Commission | The 15th Taipei Corporate Governance Forum | 6 | | | | 20251031 | 20251031 | Corporate Operating and Sustainable Development Association | Non-consensual Mergers and Acquisitions Practice and Corporate Governance Issues | 3 | | | | 20251125 | 20251125 | Taiwan Institute for Sustainable Energy | The 8th GCSF Global Corporate Sustainability Forum 1 | 6 | | | | 20251126 | 20251126 | Taiwan Institute for Sustainable Energy | The 8th GCSF Global Corporate Sustainability Forum 2 | 6 | | 20251002 | 20251002 | Internal training | Capital Securities ESG – Sustainable Future| 2025 Risks and Governance of AI Innovation Applications Capital Securities ESG – Sustainable Future| 2025 Financial Services for Individuals with Dementia or Suspected Dementia – Practical Guidance | 1 | | | | Former Director | Fu, Chien-Yi (Relieved of duty on 2025/05/28) | 20250321 | 20250321 | Trusts and Banking Association and Financial Research and Training Institute | Seminars on Employee Stock Ownership Trust Structures and Trust Contract Reference Templates | 3 | | Independent Director | Shea, Jia-Dong (Relieved of duty on 2025/05/28) | 20250321 | 20250321 | Taiwan Academy of Banking and Finance | Trends of Fintech and Cybersecurity Risk Development | 3 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report (XII) Status of certifications held by personnel involved in financial information transparency: | Title of certification | Audit Office (25 people) | Finance Department (39 people) | Risk Management Office (6 people) | | --- | --- | --- | --- | | Securities salesperson | 8 | 12 | 4 | | Securities senior specialist | 25 | 10 | 6 | | Securities investment analysts | | | 1 | | Financing and short selling | 12 | 2 | 1 | | Securities lending | 3 | | | | Futures trader | 19 | 4 | 5 | | Investment trust consultant | 9 | 5 | 1 | | Regulations related to investment trust and investment consultation (including self-regulatory rules) | 1 | 1 | | | Ticket sales personnel | 2 | 2 | | | Life insurance agent | 9 | 3 | 1 | | Investment-linked insurance sales representatives | 7 | | | | Property insurance representative | 8 | 2 | | | Qualifications for foreign currency non-investment linked insurance products | 7 | 2 | | | Wealth management professionals | 14 | | | | Trust professionals | 12 | 5 | 2 | | Trust management personnel | 1 | | | | Trust supervisors | 1 | 1 | 1 | | Trust regulations | | 1 | | | Structured products sales personnel | 1 | | 1 | | CPA Certificate | 1 | 1 | | | Certified public bookkeeper | | 2 | | | Internal audit training before a securities firm begins operations | 13 | | | | Initial internal audit training for futures mer | 2 | | | | Internal controls and internal audits within the bank | | 3 | 1 | | Personnel reporting on securities firms' advanced capital adequacy ratio calculations | 9 | 13 | 4 | | Financial Risk Manager (FRM) | | | 2 | | Professional Risk Manager (PRM) | | | 1 | | Qualifications for sales personnel of derivatives | 2 | | | | Training on foreign exchange derivatives | 5 | 4 | 2 | | 12-hour training on handling spot foreign exchange transactions | 3 | 19 | 2 | | Certified Anti-Money Laundering Specialist (CAMS) | 1 | | | | Examination for anti-money laundering and counter-terrorism professionals | 1 | | | | 12-hour training course for anti-money laundering and counter-terrorism financing personnel | 2 | | | | 24-hour training course for anti-money laundering and counter-terrorism financing personnel | 3 | | | | Sustainable development basic competency test | 6 | 1 | 5 | | Sustainability finance certification – foundational competency | 10 | 2 | | | Sustainability Finance Manager | 1 | | | | Sustainable finance certification – advanced competency (risk management function) | | | 1 | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | Title of certification | Audit Office (25 people) | Finance Department (39people) | Risk Management Office (6people) | | --- | --- | --- | --- | | Sustainable finance certification – advanced competency (information disclosure function) | | | 1 | | ISO 22301:2019 lead auditor (BCMS) | 2 | | | | ISO/IEC 27001: 2022 information security management system lead auditor | 2 | | | | ISO 27001:2013 Lead Auditor of Information Security Management System | 2 | | | | Total | 204 | 95 | 42 | ## IV. Information on CPA professional fees: ### Information on CPA professional fees Units: NT$ thousand | Name of CPA firm | Name of CPA | CPA’s audit period | Audit fees | Non-audit fees | Total | Remark | | --- | --- | --- | --- | --- | --- | --- | | KPMG | Wu, Cheng-Yen | January to December 2025 | 4,335 | 1,215 | 5,550 | | | | Chen, Yi-Jen | | | | | | Note: Non-audit service fees include tax certifications, review of full-time employee salary information for non-managerial positions, sustainability report assurance service fees, and GHG assurance service fees. (I) Audit fee associated with a change of CPA firm in the year are lower than those of the previous year: None. (II) A decrease of more than 10% in audit fees compared to the previous year: None. ## V. Information on replacement of CPA: None. ## VI. If the company's chairman, general manager, or the manager responsible for financial or accounting matters has been employed by a CPA firm or its affiliates during the past year, they should disclose their name, position, and period of employment at the CPA firm or its affiliated companies: None. CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report ## VII. Change in equity interests by a director, supervisor, manager, or major shareholder: ### Share transfer information - Inquiry path - https://mops.twse.com.tw/mops/#/web/stapap1 - MOPS/Single Company/Changes in Shareholding/Securities Issuance/Shareholding of Directors, Supervisors and Major Shareholders/Pledges/Transfers/. Balance of Shares Held by Directors and Supervisors - https://mops.twse.com.tw/mops/#/web/query6_1 - MOPS/Single Company/Changes in Shareholding/Securities Issuance/Share Transfer Information Inquiry/. Report on Changes in Shareholdings of Insiders ### Share pledge information - Inquiry path https://mopsov.twse.com.tw/mops/web/STAMAK03_1 - MOPS/Single Company/Changes in Shareholding/Securities Issuance/Insider Pledges/Releases Insider Pledge/Releases Announcement ## VIII. Information on the relationships among the top ten shareholders. February 28, 2026 Unit: shares | NAME | NUMBER OF SHARES HELD | | SHAREHOLDING OF SPOUSE AND MINOR CHILDREN | | TOTAL NUMBER OF SHARES HELD IN THE NAME OF OTHERS | | NAMES AND RELATIONSHIPS OF THE TOP TEN SHAREHOLDER'S WHO ARE RELATED PERIODS TO EACH OTHER OR ARE SPOUSES OR RELATIVES WITHIN THE SECOND DEGREE OF KINSHIP | | REMARK | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title (or name) | Relationship | | | Capital Securities Taiwan Select High Dividend ETF | 91,746,000 | 4.23% | 0 | 0.00% | 0 | 0.00% | - | - | | | Fu Ding Investment Co., Ltd. Representati ve: Liao, Chien-Hung | 76,405,643 | 3.52% | 0 | 0.00% | 0 | 0.00% | - | - | | | Bao Zuo Investment Co., Ltd. Representati ve: Liao, Chien-Hung | 75,871,574 | 3.50% | 0 | 0.00% | 0 | 0.00% | - | - | | | Bao Sheng Investment Co., Ltd. Representati ve: Hsieh, Yu-Ting | 72,313,817 | 3.33% | 0 | 0.00% | 0 | 0.00% | - | - | | | Tai Sheng Investment Co., Ltd. Representati ve: Hsieh, Yu-Ting | 71,454,831 | 3.29% | 0 | 0.00% | 0 | 0.00% | - | - | | | Hong Jia Investment Co., Ltd. Representati ve: Shen, Hui-Chuan | 64,689,914 | 2.98% | 0 | 0.00% | 0 | 0.00% | - | - | | | Min Hui Enterprise Co., Ltd. Representati ve: Wang, Hui-Chin | 61,245,459 | 2.82% | 0 | 0.00% | 0 | 0.00% | - | - | | | KGI Premium Selection High Dividend 30 ETF | 60,981,000 | 2.81% | 0 | 0.00% | 0 | 0.00% | - | - | | CAPITAL | 2025 ANNUAL REPORT --- Corporate Governance Report | NAME | NUMBER OF SHARES HELD | | SHAREHOLDING OF SPOUSE AND MINOR CHILDREN | | TOTAL NUMBER OF SHARES HELD IN THE NAME OF OTHERS | | NAMES AND RELATIONSHIP S OF THE TOP TEN SHAREHOLDER S WHO ARE RELATED PARTIES TO EACH OTHER OR ARE SPOUSES OR RELATIVES WITHIN THE SECOND DEGREE OF KINSHIP | | REMARK | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of shares | Sharehold- ing ratio | Number of shares | Sharehold- ing ratio | Number of shares | Sharehold- ing ratio | Title (or name) | Relationship | | | Hong Tai Life Insurance Co., Ltd. Representati ve Li, Chih-Hsien | 60,702,749 | 2.80% | 0 | 0.00% | 0 | 0.00% | - | - | | | Yuanta Taiwan High Dividend Low Volatility ETF | 60,664,000 | 2.79% | 0 | 0.00% | 0 | 0.00% | - | - | | IX. Combined shareholding in any single investee company by the Company, its directors, supervisors, managers, and enterprises directly or indirectly controlled by the Company: Unit: shares; % Date: March 31,2026 | Investee company (Note 1) | Shareholding of the Company | | Shareholding of directors, supervisors, managers and controlled enterprises | | Combined shareholding | | | --- | --- | --- | --- | --- | --- | --- | | | Number of shares | Shareholding % | Number of shares | Shareholding % | Number of shares | Shareholding % | | Capital Investment Management Corp. | 7,000,000 | 100.00% | - | - | 7,000,000 | 100.00% | | CSC International Holdings Ltd. | 45,000,000 | 100.00% | - | - | 45,000,000 | 100.00% | | Capital Futures Corp. | 138,619,711 | 55.46% | 743,308 | 0.30% | 139,363,019 | 55.76% | | Capital Insurance Advisory Corp. | 500,000 | 100.00% | - | - | 500,000 | 100.00% | | CSC Venture Capital Corp. | 100,000,000 | 100.00% | - | - | 100,000,000 | 100.00% | | CSC Private Equity Corp. | 33,000,000 | 100.00% | - | - | 33,000,000 | 100.00% | | Capital Investment Trust Corp. | 33,067,507 | 20.00% | - | - | 33,067,507 | 20.00% | Note 1: Long-term investments accounted for using the equity method. CAPITAL | 2025 ANNUAL REPORT --- III. Capital Raising Activities # I. Capital and shares ## (I) Sources of share capital and types of shares: ### 1. Sources of share capital As of March 31, 2026 Unit: Thousands of shares / NT$ Thousands | Year/month | Issued price (NT$) | Authorized capital | | Paid-in capital | | Remark | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Number of shares | Amount | Number of shares | Amount | Sources of share capital | Shares subscribed for by contribution in kind | Other | | 100.06 | 10 | 3,000,000 | 30,000,000 | 2,334,062 | 23,340,621 | Consolidated capital increase of NT$283,395 thousand for new shares. | N/A | Note1 | | 100.10 | 10 | 3,000,000 | 30,000,000 | 2,369,073 | 23,690,730 | Capital increase from retained earnings: NT$350,109 thousand | N/A | Note2 | | 104.11 | 10 | 3,000,000 | 30,000,000 | 2,319,073 | 23,190,730 | Capital reduction of NT$500,000 thousand | N/A | Note3 | | 105.02 | 10 | 3,000,000 | 30,000,000 | 2,269,073 | 22,690,730 | Capital reduction of NT$500,000 thousand | N/A | Note4 | | 106.02 | 10 | 3,000,000 | 30,000,000 | 2,169,073 | 21,690,730 | Capital reduction of NT$1,000,000 thousand | N/A | Note5 | | 107.09 | 10 | 3,000,000 | 30,000,000 | 2,320,908 | 23,209,081 | Capital increase from retained earnings: NT$1,518,351 thousand | N/A | Note6 | | 109.02 | 10 | 3,000,000 | 30,000,000 | 2,170,908 | 21,709,081 | Capital reduction of NT$1,500,000 thousand | N/A | Note7 | Note 1: Date and letter number approved by the competent authority: Letter Jin-Guan-Zheng-Quan-Zi No. 1000009983 dated March 18, 2011. Note 2: Date and letter number approved by the competent authority: Letter Jin-Guan-Zheng-Quan-Zi No. 1000031788 dated July 11, 2011. Note 3: Date and letter number approved by the competent authority: Letter Jin-Guan-Zheng-Jiao-Zi No. 1040045464 dated November 10, 2015. Note 4: Date and letter number approved by the competent authority: Letter Jin-Guan-Zheng-Jiao-Zi No. 1050001350 dated January 14, 2016. Note 5: Date and letter number approved by the competent authority: Letter Jin-Guan-Zheng-Jiao-Zi No. 1060001490 dated January 13, 2017. Note 6: Became effective after being approved by the Securities and Futures Bureau of the Financial Supervisory Commission on July 12, 2018; approved by the Ministry of Economic Affairs, with Letter Jing-Shou-Shang-Zi No. 10701117580 dated September 25, 2018. Note 7: Date and letter number approved by the competent authority: Letter Jin-Guan-Zheng-Jiao-Zi No. 1090300266 dated January 9, 2020; approved by the Ministry of Economic Affairs, with Letter Jing-Shou-Shang-Zi No. 10901022470 dated February 21, 2020. ### 2. Types of shares Unit: Thousand shares | Types of shares | Authorized capital | | | Remark | | --- | --- | --- | --- | --- | | | Outstanding shares (listed) | Unissued shares | Total | | | Registered common shares | 2,170,908 | 829,092 | 3,000,000 | - | ### 3. Information on general declaration systems: N/A 96 CAPITAL | 2025 ANNUAL REPORT --- Capital Raising Activities (II) List of major shareholders | Name of major shareholder | Shares Number of shares held | Shareholding ratio | | --- | --- | --- | | Capital Securities Taiwan Select High Dividend ETF | 91,746,000 | 4.23% | | Fu Ding Investment Co., Ltd. | 76,405,643 | 3.52% | | Bao Zuo Investment Co., Ltd. | 75,871,574 | 3.50% | | Bao Sheng Investment Co., Ltd. | 72,313,817 | 3.33% | | Tai Sheng Investment Co., Ltd. | 71,454,831 | 3.29% | | Hong Jia Investment Co., Ltd. | 64,689,914 | 2.98% | | Min Hui Enterprise Co., Ltd. | 61,245,459 | 2.82% | | KGI Premium Selection High Dividend 30 ETF | 60,981,000 | 2.81% | | Hong Tai Life Insurance Co., Ltd. | 60,702,749 | 2.80% | | Yuanta Taiwan High Dividend Low Volatility ETF | 60,664,000 | 2.79% | (III) The Company's dividend policy and implementation status: 1. The dividend policy as stipulated in the Articles of Incorporation: In accordance with the Articles of Incorporation, if there is a surplus in the annual final accounts, after paying taxes and offsetting accumulated losses, the Company shall appropriate 10% as legal reserve, 20% as special reserve, and any other reserves required under applicable laws and regulations. The Board of Directors shall submit a proposal for the distribution of earnings to the shareholders' meeting for approval. The amount remaining of the aforesaid distributable balance after allocating retained earnings shall not be less than 10% of the distributable balance. Dividend types: In accordance with the Company's capital budget plan, stock dividends may be distributed to retain funds required for capital needs, with any remaining portion distributed in cash. Cash dividends shall not be less than 10%. 2. Dividend distribution proposed at the shareholders' meeting: For the 2025 earnings distribution, the Company proposes to distribute total dividends of NT$3,712,252,849 to shareholders. Shareholders shall be entitled to NT$0.40 per share in cash dividends and NT$1.31 per share in stock dividends, based on the number of shares held as recorded in the shareholders' register on the ex-dividend (and ex-rights) record date. Upon approval by the shareholders' meeting, the Board of Directors is authorized to determine the ex-dividend (and ex-rights) record date for the distribution. (IV) Effect of the proposed stock dividend on the Company's business performance and earnings per share: The proposal for issuance of new shares through capitalization of earnings for the shareholders' meeting is totaling of 284,388,961 shares (131 shares per 1,000 shares held) for the purpose of earnings working capital and improving Company operating performance, The dilution of earnings per share should be limited. CAPITAL | 2025 ANNUAL REPORT --- Capital Raising Activities ## (V) Remuneration to employees, directors, and supervisors: 1. The percentages or ranges for employee, director, and supervisor remuneration as set forth in the Company's Articles of Incorporation: In order to continue to expand its scale and increase profitability while maintaining capital adequacy, the Company adopts a residual dividend policy. If the Company makes a profit in a year, it shall allocate 0.6% to 2% of the profit for employee remuneration, to be distributed in stock or cash as resolved by the Board of Directors. The distribution shall include employees of the Company and its subsidiaries who meet certain criteria, which will be determined at a Board of Directors’ meeting. The Company may further allocate up to 3% of the said profit for director remuneration as resolved by the Board of Directors. The distribution of employee and director remuneration should be reported to the shareholders’ meeting. However, when the Company still has accumulated losses, it should first set aside funds to cover the losses and then allocate employee and director remuneration based on the aforementioned percentage. 2. The basis for estimating the remuneration of employees, directors, and supervisors for the current period; the basis for calculating the number of shares for employee remuneration to be distributed in shares; and the accounting treatment of any difference between the actual amount distributed and the estimated amount: (1) Basis for estimating the current period employee, director and supervisor remuneration, and basis for calculating the number of shares to be distributed as stock bonuses: According to the Company's Articles of Incorporation, if a profit is generated in the current year, 0.6% to 2% of the profit shall be allocated for employee remuneration and no more than 3% for director remuneration. However, when the Company still has accumulated losses, sufficient funds shall be reserved to cover them. The Company's estimate of employee and director remuneration for 2025 is based on the Company's pre-tax net income for that period, before employee and director remuneration is deducted, multiplied by the percentage of employee and director remuneration distribution as stipulated in the Company’s Articles of Incorporation. (2) Basis for calculating the number of shares for employee remuneration to be distributed in shares: Based on the closing price on the day preceding the shareholders’ meeting, taking into account the effects of ex-rights and ex-dividend adjustments. (3) Actual distributed amount. If the actual amount differs from the estimated amount, the accounting treatment is as follows: If any change occurs after the release date of the following year's financial statements, it will be accounted for as a change in accounting estimate, and the impact of the change will be recognized in the following year's profit or loss. 3. Remuneration distributions approved by the Board of Directors: (1) The amounts of employee and director remuneration to be distributed in cash or stock. If there is any difference between the estimated amount and the recognized expense, the amount of the difference, the reasons for the difference, and how it was handled shall be disclosed. On April 10, 2026, the Board of Directors resolved to distribute NT$100,122,000 as employee remuneration and NT$24,032,875 as director remuneration, both to be paid in cash. The differences between the amounts of employee and director remuneration approved by the Board of Directors and the estimated amounts for the year of expense recognition are shown in the following table: 98 CAPITAL | 2025 ANNUAL REPORT --- Capital Raising Activities Unit: NT$ | Item (2025) | Employee remuneration | Director remuneration | | --- | --- | --- | | Estimated expense amount for the year (A) | 100,122,000 | 66,748,000 | | Distribution amount resolved by the Board of Directors (B) | 100,122,000 | 24,032,875 | | Amount difference (A-B) | - | 42,715,125 | | Response to the difference | The difference in accounting estimates have been adjusted to the 2026 income statement. | | (2) Amount of employee remuneration paid out in stock and the percentage of said amount against the total net income and total employee remuneration in the standalone or individual financial report after tax for this period: 0% (the Company's entire employee bonus is paid out in cash). 4. Actual payment of employee and director remuneration for the previous year (2024), including the number of shares allocated, the total amount paid, and the share price; any differences from the recognized remuneration for employees, directors, and supervisors should be explained, along with the amount, reason, and handling of such differences: Unit: NT$ | Item (2024) | Employee remuneration | Director remuneration | | --- | --- | --- | | Estimated expense amount for the year (A) | 88,717,600 | 29,285,000 | | Distribution amount resolved by the Board of Directors (B) | 88,717,600 | 19,500,000 | | Amount difference (A-B) | - | 9,785,000 | | Response to the difference | The difference in accounting estimates have been adjusted to the 2025 income statement. | | (VI) Company share repurchases: None. II. Corporate bonds: None. III. Issuance of preferred shares: None. IV. Overseas depositary receipts: None. V. Status of employee stock options: None. VI. Issuance of restricted stock award: None. VII. Status of new share issuance in connection with mergers or the acquisition of shares of other companies: None. VIII. Status of implementation of capital allocation plans: None. CAPITAL | 2025 ANNUAL REPORT --- 100 CAPITAL | 2025 ANNUAL REPORT ## IV. Business Overview ### I. Scope of business #### (I) Scope of business ##### (1) Main business activities - Acting as a broker for trading securities at its business premises on behalf of clients - Margin trading and short selling of securities - Acting as a broker for foreign securities - Agent for share administration of securities - Trading securities on a centralized exchange for its own account. - Trading securities at its business premises for its own account. - Underwriting of securities - Brokerage of short-term bills - Proprietary trading of short-term bills - Futures trading intermediary - Securities lending (excluding government bonds registered with the Central Depository) - Securities-related lending and borrowing - Wealth management - Acting as a custodian for overseas Chinese and foreign nationals - Derivatives business - Lending of funds for general purposes - Trading of foreign securities on behalf of clients (high-net-worth clients) - Trading of various types of bonds at its own business premises (for high-net-worth clients) - Dealing in spot foreign exchange transactions related to securities business - Securities investment advisory services - Futures advisory services - Futures brokerage - Other securities-related businesses approved by the competent authority --- Business Overview ## (2) Percentage of sales over the past three years Unit: NT$ thousands | Year | 2023 | | 2024 | | 2025 | | | --- | --- | --- | --- | --- | --- | --- | | By product | 金額 | % | 金額 | % | 金額 | % | | Brokerage services | 5,528,245 | 52 | 8,353,365 | 57 | 8,729,166 | 53 | | Proprietary trading | 4,766,977 | 45 | 5,884,622 | 40 | 7,302,937 | 44 | | Underwriting business | 309,887 | 3 | 373,781 | 3 | 454,408 | 3 | | Total | 10,605,109 | 100 | 14,611,768 | 100 | 16,486,511 | 100 | ## (3) The Company's current products or services and their primary uses or functions. | Services | Main purpose or function | | --- | --- | | Brokerage Department | On behalf of clients, the Department handles the trading of domestic and foreign securities, futures, and options approved by the competent authorities, as well as the settlement of transactions, and provides securities financing, lending, and borrowing services. Responsible for brokerage business, wealth management sales, and branch of-fice operation and management. | | Wealth Management Department | Responsible for planning wealth management operations, asset allocation, and the management, utilization, and disposition of trust assets, along with the planning, execution, and acceptance of trust affairs. | | Corporate Finance Department | Advise companies on public offerings, initial public offerings (IPOs), listings on the OTC market, cash capital increases, convertible corporate bonds, and other forms of fundraising and underwriting. Provide comprehensive investment banking services, including mergers and acquisitions, share transfers, equity investments, valuation, privatization, financing planning, and services related to our Offshore Securities Unit (OSU). | | Proprietary Trading Department | Responsible for the Company's proprietary trading of securities in centralized exchanges and the over-the-counter market, and also fulfills the role of a market maker to support underwriting firms in stabilizing supply and demand. Proprietary trading of domestic and foreign futures and options. Under the law, the Company may utilize its own funds to invest in spot and futures products in overseas markets as warranted by international economic conditions and fluctuations in the stock and foreign exchange markets. | | Fixed Income Department | The Department engages in trading domestic and foreign bonds, bond derivatives, ETFs, REITs, short-term financing, and foreign currency spot and derivative transactions, and provides clients with prompt and reliable bond investment advisory services. | | Derivatives Department | The Department issues and trades various derivative financial instruments and provides investment and advisory services related to derivatives. | | Registrar Agency Department | The Department handles stock affairs for listed companies, as well as companies that are publicly and privately issued. | ## (4) Planned new products (services) (a.) Promote TISA regular-contribution retirement accounts. (b.) Promote foreign currency multi-account services. (c.) Promote wealth management business and services for high-net-worth clients at the Asian asset management center. (d.) Promote AI-powered voice-based customer service to comprehensively enhance client experience. CAPITAL | 2025 ANNUAL REPORT 101 --- Business Overview ## (II) Industry overview: ### 1. Description of the current status and development of the industry: A review of the overall securities market in 2025 (see table below) shows that total trading volume (excluding bonds) increased by 1.95%, with the average daily trading value reaching NT$530 billion, setting a new record high. Among these, ETF trading accounted for 7% of the total trading volume and grew by 7.9% compared to the previous year. This growth is largely attributable to the Taiwan Stock Exchange's active promotion of diversified ETF products and its continued efforts to enrich investors' asset allocation options, thereby injecting new momentum into the market. In addition, warrant trading accounted for only 0.5% of total market volume, with its share declining for three consecutive years. Despite ongoing promotion by securities firms and the competent authority, it remains a niche market. Securities market trading volume in the past three years Unit: NT$1 billion | Year | 112 years | 113 years | 114 years | 2025 Increase/decrease | | --- | --- | --- | --- | --- | | Centralized market | | | | | | Stock | 63,170.25 | 92,288.98 | 93,259.32 | 1.05% | | ETF | 3,454.32 | 6,724.38 | 7,255.28 | 7.90% | | Beneficiary secu-rities | 36.58 | 5.33 | 4.80 | -9.95% | | Call (put) warrants | 531.64 | 712.94 | 511.58 | -28.24% | | TDR+ETN | 13.39 | 80.15 | 48.86 | -39.04% | | Subtotal | 67,206.18 | 99,811.77 | 101,079.84 | 1.27% | OTC Market | Stock | 23,252.42 | 16,847.45 | 25,667.45 | 10.39% | | --- | --- | --- | --- | --- | | Call (put) warrants | 189.38 | 171.80 | 155.58 | -17.85% | | ETF+ETN | 3,279.88 | 1,238.06 | 2,097.80 | -36.04% | | Bonds | 31,495.89 | 29,461.27 | 31,389.42 | -0.34% | | Subtotal | 58,217.58 | 47,718.58 | 59,310.25 | 1.88% | | Total | 158,029.35 | 114,924.76 | 160,390.09 | 1.49% | | Excluding bonds | 126,533.46 | 85,463.49 | 129,000.67 | 1.95% | Source: Taiwan Stock Exchange, Taipei Exchange. The global financial market continued to evolve in 2025 amid high uncertainty and structural shifts. At the beginning of the year, U.S. President Trump launched a new round of tariff policies after taking office, imposing additional tariffs on imports from China and other major trading partners. This triggered adjustments to the global supply chain and market volatility, becoming a key factor in international capital market fluctuations. However, strong demand in artificial intelligence, high-performance computing, and the semiconductor industry continued to drive robust funding and invigorate capital flows into emerging markets. Against the backdrop of such a macro environment, the capital market in Taiwan has proven to be CAPITAL | 2025 ANNUAL REPORT --- highly resilient. The weighted stock index officially surpassed the important milestone of 30,000 points on the second day of trading in 2026, reaching a new record high and symbolizing increased competitiveness and international appeal for the Taiwanese market. Trading volume and market participation rose in tandem, fueling significant growth momentum in the capital market. In terms of policy promotion, the Financial Supervisory Commission (FSC) is actively working to establish Taiwan as a leading asset management center in Asia. This will be achieved through the continuous optimization of the regulatory environment and the proactive development of international talent. The FSC's five key initiatives -- expanding asset management, fostering sustainable finance, promoting wealth management, channeling funds into public construction projects, and increasing investment in Taiwan -- aim to make Taiwan a hub for capital, strengthen wealth management services for high-net-worth clients, and enhance cross-border investment capabilities. Ultimately, these efforts will boost Taiwan's overall financial market connectivity and competitiveness. With the support of strong market performance, Taiwan's securities firms saw profit growth in all three traditional business lines in 2025. According to the Taiwan Stock Exchange, the net profits of all securities firms totaled NT$110.254 billion in 2025, which was about 8.51% higher than in 2024 and represented a new record high. Brokerage revenue rose with expanding market turnover, reaching NT$98.133 billion, a year-on-year increase of approximately 2.11%; proprietary trading generated NT$26.973 billion in profit due to higher securities valuation gains, up approximately 1.58% year-on-year; and underwriting revenue reached NT$11.571 billion, boosted by robust IPO and refinancing activity, representing a significant year-on-year increase of approximately 33.14%. In response to ongoing changes in the market and increasing international competition, securities and financial firms are actively strengthening their capital resilience and risk management capabilities, enhancing information security protection, and advancing digital transformation efforts. They are committed to deepening their service offerings and product innovation to meet evolving client needs and capital market trends. Overall, the Taiwanese securities market in 2025 exhibited a pattern of high growth and high volatility. Driven by policy guidance, industrial upgrading, and capital momentum, securities firms are enhancing their competitiveness through organizational integration and professional specialization, while deepening their cross-border asset management and sustainable finance practices to create long-term value for shareholders and society. ### Links between the up-, mid-, and downstream sectors: --- Business Overview ## 3. Product development trends and competition: A securities dealer may be engaged in brokerage, underwriting, proprietary trading, bond trading, derivatives trading, and wealth management. Below is a description of the development trends and competitive landscape in brokerage, underwriting, and wealth management services: ### (1) Brokerage: The Taiwan stock market remained active in 2025 as investment momentum and market depth continued to improve. The average daily trading value of the TAIEX reached NT$416 billion, with investor participation continuing to rise. The number of active accounts had reached 13.77 million, indicating a trend toward normalized and widespread market participation. Securities brokerage business maintained steady performance against a high base, with annual brokerage profits reaching NT$98.13 billion, representing a year-on-year increase of 2.11% compared with 2025. This reflects a pattern of trading volume remaining at elevated levels, sustained profitability, and moderating growth. With a high trading volume in 2025, the next phase of growth for brokerage services will be driven by improvements to product structure and international expansion. The Taiwan Stock Exchange will continue to promote the development of diverse products, including various types of cross-border ETFs, to broaden investors' asset allocation choices. In an environment of increasing cross-border capital flows, sub-brokerage services are also a key revenue stream for brokerages. By bolstering overseas market investment research, enhancing trading platform usability, and improving digital service capabilities, brokerages can increase the added value of their services, creating a significant opportunity for continued and stable growth. ### (2) Underwriting business: In 2024, the Taiwan Stock Exchange aimed to help businesses increase their value and grow the capital market by expanding the market size, innovating products and services, and achieving net zero. The exchange raised NT$57.6 billion in 2024 and continued to build on this momentum in 2025 through integrated services, deregulation, and the adoption of new technologies to propel domestic listings to new heights. According to the Financial Supervisory Commission, there were 77 IPOs in 2025, up 10 from 2024, reaching a 10-year high. The amount of capital raised through IPOs was approximately NT$100 billion. Simultaneously, public companies raised about NT$1.1921 trillion in 2025, a 13.6% increase from the previous year, indicating that corporate bonds and other diversified instruments are playing a more critical role as market conditions mature. Underwriters also need to enhance their integrated service capabilities for both equity and debt financing. In terms of sustainable development bonds, the amount issued in 2025 reached NT$209.1 billion (63 issues), including NT$16.1 billion issued by government agencies to fund public construction projects – a 34% increase from the previous year. Issuing sustainability bonds allows local governments to diversify their funding sources, accelerate public construction, and attract domestic investment in local sustainability initiatives, creating a CAPITAL | 2025 ANNUAL REPORT --- Business Overview positive feedback loop. Looking to the future, to continue promoting Taiwan as an Asian wealth management center, expand its global presence, and enhance the international visibility of its capital market, the competent authority will continue to refine the listing system for foreign companies and the innovation board, connect venture capital with industrial partners, and launch the Asian innovation fundraising platform in the fourth quarter of 2025 to facilitate the listing of forward-looking new economy and key featured industries in Taiwan. Given this, underwriters should also focus on promoting the innovation board, facilitating cross-border issuances, supporting dual listings, and offering integrated debt and equity financing solutions to meet the diversified financing needs of enterprises. (3) Wealth management: Securities firms offer wealth management services through trust arrangements, primarily focusing on cash trusts and securities trusts. As of the end of 2025, the business scale of cash trusts at securities firms reached NT$250.7 billion, and the scale of securities trusts was NT$29.2 billion, both representing growth compared to the previous year. In addition, according to statistics from the FSC, as of the end of 2025, 10 domestic securities firms were operating high-net-worth clients' businesses through sub-brokerage, wealth management, accumulating 1,711 high-net-worth clients and a total transaction amount of approximately NT$439.2 billion, representing a 48% and 65% increase respectively, compared to the end of 2024. Under the policy guidance of the wealth management promotion plan at the Asia asset management center, the FSC continues to relax the service capabilities of securities firms for high-net-worth clients. This includes collaborative services for OBUs, OSUs, and OIUs, providing convenient support such as account opening and trading, and expanding the sales eligibility of offshore structured products issued by securities firms' overseas subsidiaries to professional investor ( natural person ) Securities firms are also permitted to provide professional investors with foreign currency-denominated structured financial bonds issued by domestic banks. Therefore, the growth of assets under management (AUM) is no longer the sole indicator of a securities firm's wealth management business. The focus has shifted to the breadth of asset allocation and international connectivity, with firms further strengthening the professional capabilities of their overseas subsidiaries and enhancing their flexibility and ability to collaborate closely with other financial institutions. By integrating capital market product innovation with the advantages of Asian asset management centers, securities firms can establish a differentiated position in the regional wealth management landscape and drive simultaneous upgrades in both the scale and quality of their wealth management business. This will enable them to achieve the goal of providing one-stop OBU, OSU, and OIU services, as well as establishing offshore asset management branch offices (OAMUs). CAPITAL | 2025 ANNUAL REPORT --- Business Overview ## (III) Technical and R&D Overview 1. R&D expenses for the past three years | Year | Amount (NT$ thousands) | | --- | --- | | 112 years | 54,559 | | 113 years | 24,735 | | 114 years | 86,568 | | 2026 (estimated) | 140,578 | 2. R&D Results in the most recent year and future development directions ## 2025 Research and development results: ### (1) Capital Pro APP (a) Launch of the new upgraded APP - The Company launched the upgraded “Capital Pro” APP in May last year to improve trading system efficiency and optimize customer service and user experience. (b) High-quality interface and intuitive user experience - The APP successfully attracted a large number of young investors thanks to its high-quality interface design and intuitive, smooth user experience. (c) Market performance - The APP ranked #3 in the financial category in APP stores during its first week of launch, and successfully attracted over 10,000 users. - The accumulated trading volume exceeded NT$100 billion, demonstrating its market appeal and competitiveness. (d) Innovative function: Ask AI - The “Ask AI” function integrates AI technology into the investment process. Investors only need to enter the stock ticker: - i. Quickly sort and analyze relevant news, financial reports, and market dynamics. - ii. Automatically categorize information into six key summaries, saving time on data comparison and helping investors pinpoint investment opportunities. (e) Function upgrade: Daily reminder feature - Alerts for the top 3 stocks by market volume and the top 3 stocks in personal inventory have been added, allowing users to stay informed of market fluctuations and their holdings. - The Company will continue to enhance its mobile trading platform to better meet the needs of investors and strengthen its market competitiveness. ### (2) Intelligent customer service To cope with the increasing demand for customer service and to improve service quality and efficiency, Capital has established an AI-powered intelligent customer service system. The goal is to automatically respond to client inquiries and provide instant solutions, thereby improving client satisfaction and service efficiency, reducing operating costs, and allowing valuable personnel to be deployed where they are most effective. The main objectives are as follows: (a) Improved client satisfaction: Respond to client queries promptly and reduce waiting times to enhance client satisfaction and loyalty. (b) Improved service efficiency: The AI system automatically processes issues, significantly CAPITAL | 2025 ANNUAL REPORT --- Business Overview improving the work efficiency of the customer service department and better handling client demands during peak hours. (c.) Reduction of operating costs: Lower the burden on manual customer service by having AI handle simple and repetitive issues, thereby reducing labor costs. Focus personnel on more complex issues to improve cost-effectiveness. (d.) 24/7 all-day service: Leveraging an AI-powered intelligent customer service system, we provide year-round instant responses, ensuring clients receive immediate assistance any day of the week or on holidays. (3) Sub-brokerage (a.) Online Platform 2.0 (UI/UX Redesign): To enhance the client trading experience, we have comprehensively optimized the UI/UX design of the sub-brokerage trading interface by redesigning the operation flow and information presentation to make the order placement process more intuitive and the information clearer. (b.) Launch of smart orders: To provide sub-brokerage clients with the same strategic trading experience as in the Taiwan stock market, we have added MIT (Market If Touched) and grid trading features to meet the strategic trading needs of advanced investors. (c.) Offering of online real-time U.S. stock quotes: To enhance clients' overseas investment decision-making, we now allow all clients to apply for real-time U.S. stock quotes online, enabling investors to stay informed of the latest market data when placing trades. (4) Fast-ID verification: For opening securities accounts online and adjusting credit limits online. After introducing Fast-ID, we have effectively improved the efficiency and security of online account opening and credit limit adjustment processes, while also strengthening identity recognition and fraud risk control capabilities. ## Future development direction: (1) AI audio file audit Compliance with regulations governing telephone conversations between securities firm sales personnel and clients is vital to the Company's operations. In order to address the limitations of traditional manual sampling, which lacks comprehensive monitoring capabilities, we plan to implement AI-powered audio recording audits. This will transform recordings of all sales personnel into valuable data assets, enabling proactive violation prevention through automated screening and analysis. The main objectives are as follows: (a.) From "random sampling" to "full defense" (100% coverage): Breaking the limitations of traditional manual spot checks to enable comprehensive inspection of all sales representatives and all calls, ensuring no non-compliant statements escape detection. (b.) Precisely identify compliance risks: Specifically detect "illegal stock solicitations" and "illegal fund routing recommendations" to significantly reduce the risk of penalties from the Financial Supervisory Commission and reputational damage due to individual misconduct. (c.) Maximization of audit and counseling efficiency: Auditors no longer need to listen to recordings without direction, but can focus on reviewing cases flagged as anomalous by AI, improving administrative efficiency. (2) AI Corporate Brain In the ever-changing financial environment, the competitiveness of the securities industry CAPITAL | 2025 ANNUAL REPORT --- Business Overview depends on the efficiency of knowledge circulation. This program aims to create an “AI corporate brain” encompassing all employees, breaking down information silos between departments and transforming complex regulations, research, and expertise into readily accessible intelligent guidance. The program seeks to eliminate gaps in talent development by leveraging AI to connect the collective intelligence of the workforce, converting fragmented individual experience into robust organizational momentum and enabling seamless knowledge transfer. The main objectives are as follows: (a.) Shortening of the ramp-up time for all personnel: Whether new sales representatives or administrative staff, real-time guidance from the AI brain can shorten the onboarding process and mitigate experience loss due to employee turnover. (b.) Breaking down information silos and administrative barriers: Achieve cross-departmental knowledge transparency, allowing administrative units to avoid repeatedly answering the same questions and enabling business units to access real-time regulatory support from logistics and support functions, thereby improving overall organizational efficiency. (c.) Ensure consistency of decision-making and compliance: The AI brain ensures that all employees follow the same set of the latest and compliant knowledge standards when facing clients or conducting business, minimizing the reputational risk caused by human judgment errors. (d.) Promote the intellectual capitalization of organizational assets: The experience originally held in employees’ minds is transformed into “data assets” that the Company can sustainably leverage, enabling it to automatically evolve with the market and achieve continuous growth. (3) Capital Pro APP With the increasing complexity of the financial market and evolving user needs, we will continue to embrace innovation and constantly optimize the “Capital Pro” APP to provide more advanced and convenient investment tools. In the future, we will be implementing several key upgrades to the APP, with a focus on improving trading efficiency, user experience, and functional diversity to adapt to market changes and meet investor needs. (a.) Comprehensive smart orders - Further optimize the “smart order” feature with a more intuitive UI design to enhance the user experience. - Add support for additional order types, providing users with more strategic options. (b.) Options trading supports domestic combination orders and open selection features. - Add support for domestic combination orders and open selection, making options trading functions more comprehensive and enhancing operational convenience for professional traders. (c.) Light-speed UI optimization - The Company will significantly optimize the user interface with a clean and simple layout, making it easier for clients to use. (d.) Account UI optimization CAPITAL | 2025 ANNUAL REPORT --- Business Overview - Optimize the account page design to improve the convenience of account inquiry and management, allowing users to view and manage their account information more intuitively. (e.) Overview Calendar adds features for managing personal finances. - Add personal financial items (such as recurring payments, withdrawals from sub-accounts) to the calendar overview, allowing users to easily manage and track important account activity and improve funds utilization. These upgrades not only enhance existing features but also incorporate substantial improvements based on user feedback. The Company will continue to monitor market dynamics and user needs to ensure that the "Capital Pro" APP provides investors with the optimal and most convenient trading experience. ## (IV) Long/Short-term business development plans: 1. Short-term business development plan: (1) With a cross-departmental collaboration mechanism to integrate internal resources, we will strengthen the organization's overall operational capabilities, transform resource advantages into growth momentum, connect various business units to provide one-stop financial services, and achieve group synergy. (2) Wealth management business – high-end and regional strategic positioning: Build a complete value chain centered on differentiation and professionalism. Provide real-time, personalized investment advice and global asset allocation through intelligent investment advisory and overseas sub-brokerage services. Establish an Asian asset center to cultivate high-net-worth clients. (3) AI dual-engine transformation – intelligent services and smart investment. (a) Introduce intelligent investment advisory, intelligent customer services, and an AI customer tagging system to improve customer satisfaction and loyalty. (b) Enhance trading efficiency, risk hedging capabilities, and investment returns through AI, including AI-assisted equity risk analysis, AI-supported trading, strategic model analysis and parameter optimization, as well as market alerts and forecasting. (4) Sustainable talent development – talent development and succession mechanism. (a) Business elite development program: Systematically cultivate employees' professional, service, communication, and data analysis skills, and optimize the salary, bonus, and reward and recognition system. (b) Succession plan: Ensure that there is an appropriate talent pool for each key position, and lay the foundation for the organization's long-term development with a more comprehensive system. 2. Long-term business plans: (1) To become the leading investment bank and wealth management firm in the Asia-Pacific region. (2) To focus on market research and analysis and new product development, becoming the most innovative financial institution. (3) To use strategic alliances to integrate financial and cross-industry resources, realizing the combined benefits of a financial conglomerate. CAPITAL | 2025 ANNUAL REPORT --- Business Overview ## II. Market and production/sales overview ### (I) Market analysis The Taiwanese capital market reflected a significant trend in 2025: Taiwan's transformation from a "hardware foundry" to a "global computing sovereignty hub." Despite the equivalent tariff shock under Trump and questions about the AI computing power demand bubble in 2025, the Taiwan stock market continued to move toward the milestone of a "hundred trillion market value." The Taiwanese stock market exhibited a long-term bullish trend driven by the AI technology sector in 2025 TAIEX closed at 23,035 at the end of 2024 and rose to 28,963 at the end of 2025, an increase of 5,928 points for the year, representing a 25.7% increase. The market capitalization of TAIEX increased from NT$73.9 trillion to NT$94.4 trillion, a rise of NT$20.51 trillion for the year. In the same period, the OTC market rose from 255 to 276, an increase of 8%, while its market capitalization grew from NT$6.5 trillion to NT$8.3 trillion. By the end of 2025, the combined market capitalization of TAIEX and OTC market reached NT$102.7 trillion. For the stock market, 2025 was a year of "drastic change," mainly due to TSMC's high growth, the stable profit growth of companies such as Quanta, Foxconn, and Delta Electronics in the huge AI supply chain, and the fact that the memory industry became critical for AI development. As a result, the market value of related stocks surged. However, non-tech stocks without AI growth opportunities performed relatively sluggishly in 2025. ### Major changes to the Taiwan stock market in 2025 1. AI trend shifting from "hardware deployment" to "energy and thermal solutions": As NVIDIA Blackwell series entered mass production, the market focus shifted from "server assembly" to "liquid cooling" and "power management." TSMC's AI chip foundry and AI server foundry business solidified Taiwan's position in the AI supply chain. 2. Polarization between traditional industries and the electronics industry In 2025, traditional industries such as steel and plastics continued to struggle due to overcapacity in China. The electronics sector, however, had a positive outlook thanks to the growing adoption of AI applications. Investment capital was highly concentrated in electronics stocks, with electronics stocks consistently accounting for over 70% of turnover, creating a pattern of "technology stock dominance" in the Taiwan stock market. 3. The narrowing of the interest rate spread between Taiwan and the U.S. driving capital to flow back The U.S. Federal Reserve began cutting interest rates in 2025, while the Central Bank of Taiwan maintained a more resilient monetary policy in response to price pressures from rising electricity prices. The narrowing interest rate spread led to relative stability of the NT$, and encouraged Taiwanese companies overseas to return funds to the stock market and participate in the development and construction of emerging industries. CAPITAL | 2025 ANNUAL REPORT --- Business Overview 4. ETF assets surpassed NT$5 trillion The Taiwanese stock ETF market grew rapidly in 2025. The Taiwan 50, the leading index ETF, exceeded NT$1 trillion in scale and became a long-term stable buyer of TSMC. The popularity of high-dividend ETFs was replaced by technology and semiconductor ETFs. Actively managed ETFs continued to focus on medium and small potential stocks in pursuit of excess returns. 5. The scale of the Taiwan stock market continued to grow among global stock markets By the end of 2025, TAIEX ranked as the world's 8th largest in terms of market capitalization, signaling its transition from a "regional market" to a "global core allocation market." This is expected to attract increased long-term investment from sovereign wealth funds and pension funds. Viewed from an international financial market perspective, the Taiwan stock market is a standard, highly liquid technology-focused investment destination. The five changes in the global economy and financial market in 2025 1. Trump 2.0 tariff shock: In April 2025, Trump announced the imposition of equivalent tariffs on major trading partners globally, putting short-term upward pressure on inflation and prompting Taiwan to sign a reciprocal trade agreement with the U.S. 2. Doubts and verifications toward the AI bubble: Market investment sentiment was stirred up in early 2025 by improvements in the DeepSeek algorithm's efficiency, the idea of AI investment as a perpetual motion machine, and discussions of an AI bubble. The debate over whether AI represented "long-term infrastructure development" or a "high-growth bubble" continued. 3. China's economic trend shifted to an L-shaped growth pattern: Severe pressures from real estate, financial issues, and demographic trends weigh on China. China's economic growth momentum slowed in 2025, compounded by Trump's confrontational policies toward China. This led global funds to reduce their holdings in China and shift toward markets such as Taiwan, Japan, and India. 4. New geopolitical balance: The Russia-Ukraine conflict and the Middle East situation entered a period of stalled negotiations in 2025. Although the conflict remained unresolved, the market's muted reaction and relatively stable oil prices helped contain cost-push inflation. 5. AI in the labor market: In 2025, the U.S. saw the effects of AI replacing entry-level white-collar jobs, leading to new issues including AI monopoly, AI ethics, and the debate over an AI robot tax continuing to challenge the foundation and structure of society. 2025 Taiwan stock market outlook: Key takeaways and review 1. Moderate expansion of the Taiwanese economy and strong investment Stable GDP growth was seen in Taiwan in 2025. While traditional industries were affected by U.S.-China trade frictions, Taiwan's dominance in AI chip manufacturing ensured strong export performance. Private investments showed high growth driven by semiconductor expansions and AI infrastructure. 2. Taiwan as the Island of AI: NVIDIA's overseas headquarters In 2025, NVIDIA officially established its Asia-Pacific R&D center and computing base CAPITAL | 2025 ANNUAL REPORT --- Business Overview in Taiwan. NVIDIA's overseas headquarters' presence in Taiwan substantively prompted Supermicro, Amazon, and other companies to follow suit and set up data centers in Taiwan. Taiwan transformed from a simple "foundry" into a "global physical hub for AI computing." 3. Victory in the reciprocal agreement of the U.S.-Taiwan economic and trade negotiations The Taiwanese government and the U.S. reached a phased agreement on the "Agreement on Reciprocal Trade," strengthening cooperation in semiconductors and energy procurement. Taiwan's key technology products will benefit from tariff exemptions, and TSMC's investment in U.S. manufacturing facilities mitigates geopolitical concerns for the U.S. This also underscores TSMC's position as the world's leading foundry. 4. Chip 4 alliance begins substantive operation In 2025, the "Chip 4" alliance entered a phase of substantial technology sharing and production capacity allocation. Taiwan controls the advanced manufacturing process, Japan controls the materials and equipment, the United States controls the design core, and South Korea is responsible for memory. This alliance effectively curbs competitors' technology and further secures a special premium for Taiwan stocks in the global supply chain. 5. Extreme volatility in the prices of precious metals and virtual currencies In 2025, gold and silver thrived together while virtual currency experienced a boom and bust. The price of gold has repeatedly hit new highs, driven in the medium to long term by global central banks increasing their gold reserves to hedge against risks associated with U.S. Treasury bonds. Short-term factors influencing the price include the situation in the U.S. and Iran, the dollar's performance, and ETF flows. Bitcoin initially rose in price before falling, peaking and then declining. The speculative atmosphere shifted dramatically. # 5 key factors for the Taiwan stock market in 2026 1. AI 2.0 substantive harvest period In 2026, Taiwan's semiconductor industry will officially enter mass production at the 2nm node, marking a pivotal moment for Taiwan to establish a significant lead in the global computing power competition. NVIDIA's next-generation Rubin platform will debut with its core chips exclusively manufactured by TSMC, driving structural growth across Taiwan's semiconductor supply chain – from upstream specialty chemicals to downstream advanced packaging and equipment. Taiwan's electronics supply chain is moving beyond assembly work to focus on high value-added "system-level integration services." AI-related products will account for more than 50% of Taiwan's exports. 2. Taiwan's stock market is becoming a global hub for tech capital investment The Taiwan stock market has experienced high growth, and TSMC is the largest company by market capitalization among non-U.S. firms. When geopolitical and economic uncertainties, the U.S. midterm elections, and debate over the Fed's policy independence trigger market volatility, Taiwan's unique role in the global technology supply chain will showcase the stability of its financial assets. CAPITAL | 2025 ANNUAL REPORT --- Business Overview In 2026, international sovereign wealth funds and long-term pension funds are expected to make Taiwanese stocks a core part of their portfolios. This indicates that even with volatility in the U.S. stock market, global foreign investment in Taiwanese stocks will be more stable than in previous years, leading to increased global capital inflow and creating a positive feedback loop. 3. Taiwan–U.S. trade and the Trump 2.0 policy adjustment period In 2026, the market's reaction to Trump's “radical tariffs” shifted from panic to a rational response, achieved through expanded investment in the U.S. and the signing of the “Agreement on Reciprocal Trade.” This special trade status positioned Taiwan as the safest hedging haven in the global supply chain, transforming the potential “tariff impact” into benefits from the “reciprocal trade agreement.” The deep economic ties between Taiwan and the U.S. – particularly TSMC’s support for Trump’s “manufacturing and semiconductor production back to America” initiative – will give Taiwan stocks greater resilience than other emerging markets, and potentially lead to order shifts benefiting them during times of volatility. 4. Structural transformation of the capital market: Active ETFs are gaining momentum again The outbreak of actively managed ETFs is reshaping the capital ecosystem of the Taiwan stock market. By leveraging professional investment managers for analysis and stock selection, these ETFs will inject greater diversification into the market. Mid- and small-cap stocks and niche growth stocks in the AI supply chain stand to benefit the most. While the index may experience fluctuations due to macroeconomic variables, fundamentally strong companies offer long-term investment potential. The younger generation and corporate investors are no longer limited to Taiwanese stocks; cross-border ETFs allow them to achieve global diversification. The “two-way flow of capital” will enhance the liquidity of the Taiwanese stock market, establish Taiwan as one of the financial centers in Asia. This will significantly increase market stability and professionalism. 5. The resilience of the K-shaped economy and the revival of traditional industries: Digital transformation of traditional industries Some traditional industries – heavy electrics, machinery, petrochemicals, and steel – will also see upgrade opportunities from “digitalization and net zero transition” in 2026. For example, with AI computing centers entering a peak demand period for power, the heavy electrics sector is becoming part of the “AI infrastructure.” The outlook for the Taiwanese stock market in 2026 is “one leader and many strong players”: Semiconductors will be central, driving a bullish trend across related industries. Traditional industry leaders with “AI empowerment” potential are poised for significant growth. CAPITAL | 2025 ANNUAL REPORT --- Business Overview 1. Sales and service areas for major products The Company's business activities include stock brokerage, online trading, proprietary trading, corporate finance underwriting, stock agency services, bonds, margin trading, and warrants. Service locations cover Taiwan, serving both domestic and international institutional and individual clients. 2. Market share Market share of main businesses in 2025: | Ranking | Brokerage volume | | Outstanding balance of financing (2025) | | | --- | --- | --- | --- | --- | | | Securities dealer | Market share | Securities dealer | Market share | | 1 | Yuanta | 13.95% | Yuanta | 13.708 | | 2 | KGI | 11.29% | Fubon | 9.821 | | 3 | Fubon | 7.06% | KGI | 8.457 | | 4 | SinoPac Securities | 4.95% | SinoPac Securities | 7.098 | | 5 | Singapore | 4.78% | Hua Nan Securities | 5.311 | | 6 | Goldman Sachs | 4.58% | Mega Bank | 5.127 | | 7 | Cathay | 4.47% | President Securities | 5.103 | | 8 | JPMorgan Chase | 3.84% | Capital Securities | 4.988 | | 9 | Capital Securities | 3.71% | IBF Securities | 4.818 | | 10 | Taiwan Morgan Stanley | 3.50% | Masterlink Securities | 4.784 | Source: Taiwan Stock Exchange and Taipei Exchange, financial statements of individual securities firms 3. Future market supply and demand (1) Demand condition With improved connectivity in the world's financial markets, investors can invest in companies or growth themes they favor using ETFs or cross-border brokerage services without being limited by market indices or national borders. The continuous rise of the Taiwan stock market over three consecutive years has led to sustained growth in the number of new brokerage accounts. Short-term trading, swing trading, and long-term investing each have their benefits, and demand for trading and investment services is increasing. (2) Supply status Clients' investment needs have expanded beyond stocks. Securities companies are proactively evolving from traditional stock brokerage services to offer comprehensive one-stop financial services, online finance, and digital marketing. They are leveraging emerging technologies and innovative business models to provide a full spectrum of investment and financial management solutions, including a diverse range of ETFs and overseas investment options. 4. Factors advantageous and disadvantageous to development Advantageous factors: (1) Balanced development of brokerage, corporate finance, and new financial product services. (2) Introducing a strategy for online finance and wealth management specialists. (3) Comprehensive research and high-quality investment services. CAPITAL | 2025 ANNUAL REPORT --- Business Overview Disadvantageous factors: (1) There is a significant shortage of well-trained securities investment professionals and general human resources are under pressure. (2) Price competition in the brokerage industry is intense. (3) Actual profits are subject to market volatility and are relatively unstable. Response strategy: The Company utilizes financial technology and AI to develop new business opportunities, integrates resources from various securities service systems, and implements growth policies to enhance profitability. The Company improves the speed and quality of securities services and continues to pursue diversification and internationalization to enhance competitiveness and increase profitability. (II) Important uses and manufacturing processes of principal products: Not applicable. (III) Supply of major raw materials: Not applicable. (IV) List of suppliers and clients for the past two years: Not applicable. (V) Production volume and value for the most recent two years: Not applicable. (VI) Sales volume/value for the past two years: Not applicable. ## III. Employees Information on employees for the most recent two years and up to the date of publication of the annual report February 28, 2026 | Year | | 2024 | 2025 | Current year up to February 28, 2026(Note) | | --- | --- | --- | --- | --- | | Number of employees | | 1,995 | 2,065 | 2,079 | | Average age | | 44.77 | 44.47 | 44.57 | | Average years of service | | 11.98 | 11.63 | 11.78 | | Education distribution | Doctorate | 0.00 | 0.10 | 0.10 | | | Master's | 12.08 | 13.41 | 13.32 | | | College education | 72.98 | 72.15 | 71.19 | | | High school | 14.49 | 13.95 | 15.06 | | | Below high school | 0.45 | 0.39 | 0.34 | Note: The information should be filled in up to the date of publication of the current year's annual report. CAPITAL | 2025 ANNUAL REPORT --- Business Overview ## IV. Information on environmental protection expenditures The Company is engaged in the securities business and therefore does not have any environmental pollution issues. ## V. Labor relations The Company adheres to a people-oriented core philosophy, and regards sound labor relations as an important foundation of corporate governance and sustainable operation. We ensure long-term stability by fostering mutual trust between employees and employers through a systematic communication mechanism, concrete welfare measures, and a sustainable talent development framework, transforming employee participation into a key driver of organizational advancement. In the rapidly evolving landscape of financial technology and organizational transformation, the Company views labor relations not as a standalone HR issue, but as an integral part of its overall corporate governance system. Grounded in established procedures and focused on achieving tangible outcomes, this approach ensures that initiatives effectively address employee needs and mitigate operational risks. ## 1. Employee benefits The Company has established an Employee Welfare Committee in accordance with relevant laws and regulations, with representatives from both labor and management jointly participating in the planning and execution of welfare programs. This ensures that welfare measures are aligned with the actual needs of employees while maintaining fairness and inclusivity. Through systematic implementation, employee care has been transformed from a one-time benefit into a long-term, sustainable support system. In terms of economic and daily support, employees are eligible for travel subsidies as stipulated in company policy, encouraging them to plan leisure activities with family or colleagues outside of work to promote work-life balance. We also offer benefits such as childbirth subsidies, birthday gifts, wedding and funeral condolences, and emergency loans to provide timely and practical support to employees at different life stages. In terms of healthcare and safety, the Company provides comprehensive group insurance, including life, accident, medical, hospitalization, and occupational injury coverage. We also assist employees and their dependents in obtaining voluntary group insurance at preferential rates (covering term life, medical, and cancer insurance) to broaden their protection. In addition, business trip risks are incorporated into the overall occupational safety management mechanism. The Company covers the premium for travel insurance for all colleagues on overseas business trips to enhance personal safety and risk protection during travel. The Company provides health checkups that exceed legal requirements and has established "vaccine stations," allowing employees to get vaccinated during work hours, reducing health risks and time commitments. Additionally, we continue to offer "nationwide massage services from the visually impaired" through a rotating schedule at major office locations, helping employees alleviate physical discomfort and work-related stress from long hours in the office. The service was used by a total of 4,008 people this year, becoming an integral CAPITAL | 2025 ANNUAL REPORT --- Business Overview part of our employees' daily work environment. We have also provided stable employment for four visually impaired massage therapists and partnered with the National Council of Concerned Blind, Taiwan. These therapists are able to practice their profession consistently, supporting both employee well-being and a commitment to diversity and social inclusion. In terms of work flexibility and family support, the Company incorporates family support into its human resource management policies and offers flexible work arrangements and internal job mobility options tailored to the needs of each department, helping employees achieve work-life balance throughout their careers. In addition to legally mandated maternity leave, prenatal care, and postnatal care, we offer enhanced care leave and paid parental leave (gender-neutral) to promote gender equality and diversity. We also provide leave for physical and mental health screenings for employees with disabilities and encourage colleagues to utilize traditional festival leave based on their identities and needs, thereby ensuring substantive protection of the rights of diverse ethnic groups. For night shift overtime, we offer meal allowances and safe transportation to balance work efficiency with employee safety. To strengthen organizational cohesion and employee well-being, the Company encourages employees to form diverse clubs. As of the end of 2025, 13 clubs had been established, encompassing sports, leisure, and charitable activities. The Company also regularly hosts large-scale events such as family days, brand days, and sports competitions, inviting employees and their families to participate and deepen their sense of belonging and connection to the Company. In addition, the Company shows its appreciation for employees through daily and festive benefits, such as "gua bao" at the year-end party, red envelopes at the start of the new year, carnations for Mother's Day, rice dumplings for the Dragon Boat Festival, pomelos for the Mid-Autumn Festival, a Christmas bonus, and birthday bonuses, along with occasional movie tickets. Furthermore, employees are given an extra day of leave before the Lunar New Year so that they have more time to spend more time with family and achieve a better work-life balance. The Company has long been committed to providing a comprehensive and tangible benefits program, which has received external recognition. - Best Companies to Work for in Asia (HR Asia) In 2025, the Company participated in the "Best Companies to Work for in Asia" competition organized by HR Asia for the first time, and stood out from more than 300 participating companies. The Company won the "Best Companies to Work for in Asia" award, along with the "Diversity, Equality and Inclusion Award" and "Most Caring Company Award." Survey results indicated that the Company's scores in organizational culture, employee experience, and teamwork were all above the market average. - Taiwan Corporate Sustainability Award The Company was awarded the "2025 Taiwan Corporate Sustainability Award – Talent Development Leadership Award," recognizing its long-term commitment and concrete achievements in talent cultivation systems, learning and development, and sustainable talent planning. CAPITAL | 2025 ANNUAL REPORT --- Business Overview - Recognition as a Happy Enterprise The Company has been recognized as a “Happy Enterprise” by 1111 Job Bank for six consecutive years starting in 2020, demonstrating its ongoing commitment to employee well-being, benefits, and a positive work environment. - Gender Equality and Family-Friendly Award The Company was awarded the “Golden Quality Award” and “Creative Award” for workplace gender equality by the Taipei City Government, and also received the “Parenting-Friendly Enterprise Award” in Taipei City and the “Enterprises Promoting Family-Friendly and Equal Employment Measures Award” in New Taipei City in 2025, demonstrating its concrete achievements in gender equality, diversity & inclusion, and family support measures. 2. Staff development plans to enhance employee career skills The Company firmly believes that talent cultivation is key to maintaining organizational competitiveness and sustainable operations. The Company integrates employee continuing education and training into its sustainable governance framework and promotes them comprehensively, with oversight and implementation by senior management. This ensures alignment with the Company's mid- and long-term operational strategies, risk management, sustainable finance, and digital transformation goals. In terms of system design, a “talent development system” framework is constructed based on different career stages, encompassing level-based training, financial professional competence, ESG competence, and strategy-oriented digital and technological skills (AI/RPA), forming a systematic development system ranging from foundational to advanced and from specialized to strategic. The company conducts an annual assessment of training needs based on operational and sustainable development requirements and implements ![img-0.jpeg](img-0.jpeg) CAPITAL | 2025 ANNUAL REPORT --- Business Overview a diverse learning model combining internal training, external professional training, and digital learning. Training effectiveness is reviewed through participation rates and feedback mechanisms to create a continuous improvement cycle in talent development. The Company has also integrated the Taiwan Training Quality System (TTQS) to strengthen the planning, execution, and evaluation of education and training programs. In 2024, the Company received a Bronze Level Certificate for its Talent Quality Management System from the Workforce Development Agency, Ministry of Labor, serving as an important external validation of the maturity of its talent development system. The successor planning for key management adopts a tiered and layered development approach. Targeted programs – the "Eagle Project" for senior executives, "Capital Financial University" for reserve cadres, the "Flying Eagle Project" for sales managers, the "Young Eagle Project" for new sales staff, and the "Phoenix Project" for interns – are designed to systematically cultivate strategic thinking, leadership skills, and cross-departmental collaboration skills, gradually building a stable internal succession pipeline and a strong bench of key talent. In terms of financial expertise and legal compliance training, courses on financial products, legal compliance, fair customer treatment, and risk management are arranged based on departmental functions. Employees are encouraged to obtain professional financial certifications in areas such as securities, futures, wealth management, trusts, insurance, and anti-money laundering. Additionally, subsidies and bonuses are provided to those who pass examinations for international finance certifications, such as the CFA, as well as for sustainability and information security certifications. In response to sustainable finance policies and the trend of digital transformation, ESG sustainability and strategic capabilities have also been incorporated into the core training content. The courses cover climate risk management, corporate governance, integrity management, information security, and sustainability disclosure. Starting in 2023, AI and RPA automation training was introduced to cultivate internal digital talent. Through an AI application proposal campaign, employees were encouraged to submit viable proposals for operational automation and service innovation. A total of 52 valid proposals were received, effectively promoting cross-departmental learning and the dissemination of practical results. Through the aforementioned systemic training programs, a total of 451 sustainability foundation and advanced certifications, 51 information security certifications, 49 AI application planner certifications, and 23 RPA certifications were obtained by the end of 2025. In terms of learning tools and effectiveness, the Company continued to optimize its e-learning platform to strengthen self-directed learning and knowledge internalization. The number of participants in digital courses grew to 73,911 in 2025, showing that digital learning has gradually become part of the daily work and professional development of employees. In terms of investment in education and training and overall effectiveness, the total cost of employee education and training in 2025 reached NT$17,541 thousand, with 3,586 employees participating in external professional training throughout the year – an average training rate of 174%. Simultaneously, 106 internal training sessions were held, combining CAPITAL | 2025 ANNUAL REPORT 119 --- Business Overview internal and external programs to balance professional development, strategic skills, and knowledge internalization. The Company's long-term investment in talent development has been recognized by professional organizations, including the Golden Yi Award for Outstanding Talent Cultivation, the TTQS Bronze Certification, and the Taiwan Enterprise Sustainability Award for Talent Development Leadership. These achievements demonstrate the effectiveness of the Company's institutionalized talent development and sustainable talent strategy. # 3. Retirement system and its implementation The Company values the long-term career development of its employees and their retirement security. In accordance with relevant laws and regulations, we have established employee retirement guidelines and a robust retirement system, serving as a crucial foundation for maintaining harmonious labor relations and ensuring comprehensive employee care. To manage retirement-related matters, the Company established the Employee Pension Fund Management Committee in November 1994. The Committee is responsible for the planning, management, and supervision of the retirement system to ensure the stability and transparency of pension operations. Since the "Labor Standards Act" was first applied in March 1998, a labor pension reserve fund was established as required and deposited in a separate account at the Bank of Taiwan under the name of the Labor Pension Supervisory Committee, with contributions made and managed in accordance with the law. All employees who meet the retirement criteria may apply for retirement as stipulated in the regulations, ensuring their retirement benefits are fully protected. Furthermore, in support of the Labor Pension Act – which came into effect in July 2005 – the Company respects employees' right to choose their preferred pension system. For those who opt for the new pension system, the Company contributes 6% of their monthly salary to their personal pension accounts, helping them gradually accumulate pension assets and improve their financial security in retirement. # 4. Support for employees' psychological health The Company values the mental health and work-life balance of its employees, and considers it a crucial foundation for organizational resilience, enhanced work performance, and sustainable business practices. To provide employees with comprehensive and accessible support resources, we are building a systematic mental health support mechanism through three key areas: establishing internal systems, introducing professional resources, and fostering a culture of daily care, to help colleagues maintain well-being in both their work and personal lives. In terms of system support, the Company has introduced an Employee Assistance Program (EAP), providing professional and highly confidential psychological counseling services to establish a support network for employees in need of help. EAP services cover a variety of areas, including work stress management, interpersonal interactions and workplace relationships, emotion management, communication between spouses or parents and children, and family issues. Convenient and readily available service channels are provided to help employees receive safe and trustworthy professional support when facing stress or difficulties. The Company values the privacy and accessibility of its services, ensuring that CAPITAL | 2025 ANNUAL REPORT --- Business Overview colleagues can utilize resources without stigma or worry, and reinforcing the organizational value that mental health is as important as work performance. As for mental health promotion, the Company continues to extend EAP care measures and regularly publishes mental health articles on the topic of “Mindful Moments.” Through a relatable approach, the Company supports employees in taking care of their mental well-being amidst their busy work lives. Related content covers topics such as stress adaptation skills, emotional awareness, interpersonal communication, self-care, and positive thinking. This helps employees develop psychological resilience in their daily lives and shift mental health from a reactive response to a continuously practiced habit, gradually fostering a workplace culture of mutual care. To enhance prevention and self-awareness, personal and work fatigue scales are also provided to help employees assess their physical and mental well-being. Through the questionnaires, colleagues gain a better understanding of their status regarding work stress, emotional burden, and physical fatigue. They can adjust their work pace or utilize the Company’s support resources when needed. At the same time, these tools also help the Company understand overall organizational psychological health trends from a systemic perspective, providing valuable insights for future health promotion and care initiatives. In terms of professional and environmental support, the Company has established “722 Blood Pressure Stations” and installed air purification equipment in its offices. The Company also disinfects work areas every two weeks to enhance workplace hygiene and health management. Additionally, we arrange for doctors to provide on-site services monthly, and a full-time nurse offers immediate health consultations, integrating psychological support, medical expertise, and environmental management. By doing this, we create a comprehensive and readily available workplace health support network, ensuring that colleagues can receive prompt assistance and care at their worksite. Furthermore, the Company encourages employees to adopt healthy lifestyles through a variety of health promotion activities, and promotes work-life balance through practical measures. Examples include hosting online charity walks to motivate employees to increase their daily activity level, relieve stress, and promote health through exercise, while also making charitable donations to expand positive impact. # 5. Agreements between the employer and employees, and protection of employees’ rights The Company values a sound and stable labor-capital relationship and regards the maintenance of employee rights and interests, as well as the fairness of the system, as important foundations for corporate sustainability and good corporate governance. Through institutionalized communication channels and a fair remuneration policy, we aim to balance operational development with the protection of employees’ rights and dignity in the workplace. In terms of fair remuneration and rights protection, we prioritize the fairness and market competitiveness of our remuneration system, with employees’ average salaries ranking in the top 25% among listed companies in Taiwan. The Company’s remuneration system is designed with comprehensive consideration of the Company’s overall operating results, CAPITAL | 2025 ANNUAL REPORT --- Business Overview departmental performance, and individual employee contributions. Through a systematic performance evaluation and management mechanism, operating results are appropriately reflected in employee remuneration and reward arrangements, balancing operational development with employee motivation. The Company also ensures its remuneration system reasonably reflects market trends, personal contributions, and professional value through continuous participation in international salary survey platforms. This helps employees clearly understand the link between their efforts and rewards, thereby strengthening performance and enhancing talent retention. In terms of labor-management communication and negotiation mechanisms, labor-management meetings are held regularly as required by law to thoroughly discuss labor conditions, welfare systems, working environments, and significant policy changes. All related measures are implemented in accordance with the Labor Standards Act and relevant regulations, and are put into effect only after a majority consensus is reached. In addition to formal meetings, we have also established a variety of open communication channels. An "employee suggestion box" is available with clear procedures for handling submissions and a confidentiality mechanism to protect the privacy and security of employee feedback. This feedback is regularly collected and tracked for ongoing improvement, enhancing communication transparency and building trust in the system. # 6. Employee survey (engagement/satisfaction survey) In the ESG (environmental, social, and governance) framework for sustainable finance, employees play a critical role under the "social" (S) pillar, with particular importance placed on establishing sound labor relations, fostering a diverse and inclusive work environment, and ensuring that employees enjoy fundamental human rights, equality, as well as opportunities for continuous training and professional development. To understand employee needs and the organizational climate, employee surveys (engagement/satisfaction surveys) are conducted annually. The survey conducted in 2025 focused on eight key indicators: "Organizational Atmosphere," "Leadership," "Management System," "Job Satisfaction," "Work Environment," "Protection of Human Rights," "Promotion of Sustainable Finance," and "Organizational Identification." All employees in Taiwan were surveyed. The results of the latest employee satisfaction survey are as follows: 84.9 points. Improvement plans will follow these principles: long-term evaluation, identification of key issues, prioritization, and the development of action plans. Although the results of the employee satisfaction survey reached satisfactory and highly satisfactory levels, the Company continued to launch and optimize various welfare measures. In 2025, we introduced an EAP (employee assistance program), held a group sustainable family day fun run, and provided massage services for the visually impaired at branch offices throughout the province. The Company also constantly observed the effectiveness of measures to promote employee satisfaction and kept abreast of the latest development trends. In terms of labor-management agreements and dispute resolution, the employer and employees have always adhered to the principles of open communication and mutual 122 CAPITAL | 2025 ANNUAL REPORT --- Business Overview respect. Any significant changes to systems or procedures will be discussed and reach consensus in the labor-management meeting before being implemented. The Company respects the suggestions made by the labor representatives and implements the meeting resolutions accordingly. During 2025 and up to the date of publication of the annual report, the Company had not suffered losses due to labor disputes, nor had it been involved in any violations of labor laws or regulations. ## VI. Cybersecurity management ### 1. Cybersecurity management framework In the era of rapid development of emerging technologies, information security is an indispensable component of corporate operational resilience. The accelerating digitalization of financial services has become a new driver of corporate profitability, but it also presents more complex information security threats. Strengthening the depth of information security defenses in response to the adoption of emerging technologies has become central to corporate governance. For information security matters, Capital Securities has assigned dedicated personnel based on both management and technical considerations since 2018. This responsibility falls under the Strategic Development Division of the IT Department, specifically within the Second Section, which acts as the dedicated information security unit. This unit coordinates the formulation, implementation, risk management, and annual audit of information security and business continuity management policies. Management performance and future plans are reported to the management review committee annually. In recent years, in response to the competent authority's policy of strengthening risk prevention through a three lines of defense approach, the Company upgraded its second strategic development section to the Information Security Division in 2024. Plans are also underway to clearly delineate the responsibilities for information security governance and technical protection by 2026, in accordance with the competent authority's strengthened three lines of defense requirements. The IT Department and related business units will serve as the first line of defense, responsible for implementing information security controls and execution according to company policies; the Information Security Division will function as the second line of defense, ensuring compliance with company information security policies and implementing risk management and oversight functions. The audit unit will be the third line of defense, responsible for conducting independent audit procedures. To implement comprehensive information security governance across the Company and in accordance with the information security governance policy and the nature of various cybersecurity initiatives, the Company has established the following company-wide information security organizations. **External information security consultant:** The Board of Directors staff may hire relevant scholars and experts as external information security consultants based on information security management and technical needs. These consultants may attend company meetings as required and primarily provide information security consulting services to the Board of Directors, including advice on information security policies, guidelines, and the CAPITAL | 2025 ANNUAL REPORT 123 --- Business Overview evaluation of technical tools for management's consideration. Management Review Committee: The General Manager serves as convener, and the team consists of the head of the Compliance Department, the head of the Planning Office, the head of General Affairs in the Management Department, the Public Relations Office of the Management Department, the IT Department, the Brokerage Department, and the company spokesperson. This meeting is activated based on the nature of abnormal or disaster events to provide emergency notification and response. Information Security Implementation Team: The General Manager serves as convener, with the Chief Information Security Officer as Deputy Convener. A dedicated information security officer acts as executive secretary, and team members consist of managers from each unit within the Group. Directors and Audit Office supervisors may attend meetings as needed. This team will convene when new or revised major information security protection measures require cross-departmental collaboration. Business continuity team: The General Manager serves as convener, and the team comprises representatives from management, IT, all business units, and human resources at headquarters and subsidiaries. The team proactively plans business continuity and response workflows, immediately activating them upon incident occurrence to ensure critical operations continue and to minimize disruption to company operations. The aforementioned organizations related to response and recovery include a crisis management team, a business continuity team, and a resource support team. Regular drills and reviews are conducted to validate the effectiveness of backup personnel and related resource planning. ## 2. Cybersecurity policy To protect information assets from deliberate or accidental damage, both internal and external, and to ensure the Company's continued operation, the Company has established an information security policy to demonstrate management's commitment to information security and provide guidance for personnel. This reduces the potential impact of information security incidents, continuously improves the information security system, and protects the rights and interests of the Company and its clients. ## 3. Cybersecurity risk management mechanism The Company has implemented and established an information security management system (ISMS) and adopted the Plan-Do-Check-Act (PDCA) cycle to build and maintain an effective and continuously improving information security management system. ## 4. Detailed management plan In addition to complying with relevant government regulations, the Company also follows its internal control system and adopts a systematic, risk-based management approach, incorporating developments in information technology and emerging information security risks. The information security risk assessment, audit, and improvement processes are conducted regularly each year to sustain the effectiveness of ISO 27001 information security management system certification. Additionally, the Company plans and implements various security controls to safeguard against potential cybersecurity risks. In addition, the Company convenes a management review committee annually to evaluate 124 CAPITAL | 2025 ANNUAL REPORT --- Business Overview the implementation of information security-related operations. The Chief Information Security Officer regularly reports to the functional committee and the Board of Directors on the progress of information security initiatives and overall implementation results, to strengthen governance oversight and decision-making support. The overall information security implementation for 2025 was reported to the Board of Directors on January 23, 2026. The specific measures are as follows: 1. Introduction of information security protective measures: Implementing protective mechanisms such as source code security inspection, network application firewalls, web program integrity monitoring, and counterfeit mobile application detection helps reduce the risk of attacks on systems and application services. 2. Security information reporting, response, and prevention mechanisms: By leveraging F-ISAC information sharing, security incident reporting, and major information dissemination channels, we strengthen our ability to anticipate, report on, and respond to cybersecurity threats. 3. 24/7 cybersecurity monitoring: We provide round-the-clock security monitoring, including anomalous IP and login behavior monitoring, endpoint protection (EDR) threat alerts, and security monitoring service analysis and management (SOC/SIEM) for real-time awareness of security incidents. 4. Regular information security testing and drills: Conduct regular information security assessments, penetration testing and vulnerability scans, mobile application security testing, and attack-defense exercises to continuously review and enhance protection effectiveness. 5. Review of information security governance maturity: Each year, the Company conducts information security governance maturity assessments and comprehensive security health checks to thoroughly evaluate its strengths and areas for improvement in management systems, technical safeguards, and professional capabilities, providing a foundation for ongoing enhancement. 5. Investment in resources and personnel development for information security governance The Company continues to strengthen information security awareness among all employees through various methods, including institutionalized management, resource allocation, and personnel development. This ensures information security is not solely the responsibility of a dedicated unit, but is integrated into the daily operations and management processes of all staff, forming a crucial foundation for the Company's information security governance and risk management efforts. The key actions are as follows: 1. In terms of international certifications, the Company continues to achieve verification for international standards such as ISO 27001:2022 information security management system, CAPITAL | 2025 ANNUAL REPORT --- Business Overview ISO 22301:2019 business continuity management system, and BS 10012:2017 personal data management systems, and ensures the continued validity of related certifications. The validity periods of the three international standard certificates are as follows: (1) ISO 27001:2022: March 13, 2024 to March 12, 2027 (2) ISO 22301:2019: November 26, 2023 to November 25, 2026 (3) BS 10012:2017: October 8, 2024 to October 7, 2027 2. In terms of resource allocation, the Company will renew its data protection insurance in 2026, covering fees related to potential client data breaches. This is done to strengthen the organization’s awareness of information security risks and reduce the impact of cybersecurity incidents on client rights and the Company’s operations. 3. In terms of information security budget, the information security budget for 2026 will increase by more than NT$50 million compared to 2025. Key investments will be made in strengthening governance mechanisms (including AI, zero trust, and outsourced management), information security detection and incident response, basic protection, and improved operational resilience, demonstrating the Company’s continued commitment to information security. 4. In terms of personnel training and awareness enhancement, as of the end of 2025, there were a total of nine information security personnel (including one dedicated manager), who had completed 15 hours of professional training each year and obtained 22 international information security certifications, including two for business continuity. In addition to completing three hours of annual cybersecurity training, all employees obtained 51 international information security certifications, including five for business continuity. Since 2023, the Company has also planned annual information security education and training for its board members, supervisors, and senior executives. Additionally, the Company assists and encourages employees to obtain information security certifications through a sponsored program to continuously enhance overall information security management capabilities. 6. Continuously enhance information security As the pace of digitization accelerates and information security threats become increasingly sophisticated, the Company will align with the financial development blueprint and the sustainable development plan of the competent authority to continue promoting a zero trust architecture and enhance its information security protection measures. This will ensure client rights and data security, while strengthening the overall stability and resilience of the Company’s operations. 7. Losses suffered due to major cybersecurity incidents in recent years: There were no major cybersecurity incidents that resulted in financial losses in 2025. VII. Important Contracts: None. CAPITAL | 2025 ANNUAL REPORT --- Business Overview # VIII. Working environment and employee safety measures The Company places great emphasis on employees' physical and mental health, work environment safety, and personal protection. In addition to implementing relevant systems and measures as required by law, the Company continuously introduces benefits, health promotion initiatives, and risk management practices that exceed legal standards, striving to create a safe, healthy, respectful, and resilient workplace environment. ## (I) Employee health and welfare provisions 1. Matters handled as prescribed by law In addition to providing labor insurance and national health insurance for all employees, the Company also employs nursing staff to offer daily health consultations, emergency assistance, and health management support to colleagues, ensuring timely responses to employee health needs. We have also established the “Workplace Sexual Harassment Prevention, Grievance and Disciplinary Policy” and the “Plan for Preventing Unlawful Infringement in the Performance of Duties” to create a clear and credible complaint and handling mechanism to safeguard the dignity and workplace safety of our employees. Lactation rooms have been established at the Headquarters and Dunnan office to foster a supportive work environment. Regular employee health checkups are provided by the Company’s nursing staff and contracted physicians. These physicians offer consultation services, including health promotion and hygiene guidance, at Headquarters on a regular basis to help employees improve their health awareness and prioritize preventive medicine. 2. Health promotion initiatives exceeding legal requirements. To strengthen overall employee protection, in addition to statutory insurance, the Company provides group insurance including group life insurance, accident insurance, accident medical coverage, hospitalization insurance, and occupational injury insurance. We also assist employees and their dependents in obtaining voluntary group insurance at preferential rates (covering term life, accident, medical, and cancer insurance, etc.) to broaden the scope of coverage. In terms of physical and mental health and psychological support, the Company plans health promotion and mental health seminars each year to help employees and managers enhance their stress management skills and self-awareness, and build a workplace support system. The health seminar topics for 2025 included “High-Pressure Adaptation – Mind-Body Self-Repair,” which aimed to help employees understand the sources of stress and develop self-regulation skills. Another course “Leading with Empathy – Psychological Awareness and Support Resource Utilization for Supervisors,” was held for supervisors – through practical case studies, supervisors were able to enhance their ability to identify and respond appropriately to employees’ psychological needs. The employee assistance program (EAP) and its psychological counseling and support resources will also be promoted to help colleagues receive professional assistance when needed, reduce psychological risks, and prevent secondary stress. CAPITAL | 2025 ANNUAL REPORT --- Business Overview The Company joined forces with the Sports Administration, Ministry of Education to hold "technology-based fitness assessments" and helped colleagues understand their physical condition and take control of their health. A total of 99 employees participated in the event in 2025. The Company also established the "Procedures for the Establishment and Financial Assistance Management of Sports, Leisure, and Public Welfare Clubs" to encourage employees to develop habits of regular exercise and charitable involvement. In 2026, the Company announced the "Guidelines for Subsidies and Verification of Marathon and Road Running Events" to encourage employees to participate in marathons or road running events and promote physical health. To promote work-life balance among employees, a family day event was organized in the Hakka area in 2025, featuring road running and other health promotion activities. Employees were invited to participate with their families. The event's design – combining sports and interactive elements – aimed to enhance family understanding and support for the Company, while also strengthening team cohesion and organizational loyalty. Free massage services were provided to employees at the Headquarters and Dunnan office, and a nationwide tour of massage services organized to help colleagues relieve work-related stress and promote physical and mental well-being. The Company also actively supported employment opportunities for visually impaired massage therapists, demonstrating its commitment to corporate social responsibility. We also applied for a free workplace flu vaccination program to help reduce the impact of seasonal diseases on employee health and operations. ## (II) Healthy work environment and friendly workplace Established "Company Smoking Prevention and Control Measures" to create a smoke-free office environment; Obtained "Badge of Accredited Healthy Workplace" from the Health Promotion Administration, Ministry of Health and Welfare, and "iSports Certification" from the Sports Administration, Ministry of Education – demonstrating concrete results in promoting a healthy workplace. Tunnel-type blood pressure monitors were installed at 52 locations across the headquarters and branch offices, and all blood pressure monitors at business locations received the Safe Blood Pressure Station Plus (excellent) certification, providing colleagues with greater assurance in their daily health management. Additionally, a "Sexual Harassment Grievance Committee" and a "Workplace Violence Grievance Committee" were established to offer diverse and reliable complaint channels, ensuring incidents are handled appropriately. ## (III) Work environment safety and risk management 1. Operational continuity and information security We have obtained British Standards Institution (BSI) ISO 22301 business continuity management system certification. This ensures personnel injury and operational impacts are minimized during emergencies, and critical business operations restored within the recovery time objective, safeguarding personnel safety, legal compliance, CAPITAL | 2025 ANNUAL REPORT --- Business Overview client rights, and company assets. In terms of personal data protection, the Company leads the industry as the first financial institution in Taiwan to obtain international certifications for personal data protection in securities, futures, and insurance brokerage. This demonstrates the effective implementation of a personal data management system (PIMS), compliance with personal data protection laws, and ongoing improvements to the personal data management system to mitigate data leakage risks. 2. Occupational safety and health, and fire safety In accordance with the relevant provisions of the Occupational Safety and Health Act, the Company has established occupational safety and health personnel and first-aid personnel, and implemented a comprehensive occupational safety and health management mechanism to ensure effective implementation of all safety and health measures. To improve employees' awareness of and ability to prevent occupational safety and health hazards, occupational safety and health education and training are conducted as required. In addition to new hires completing relevant training, regular continuing education is provided to current employees to strengthen their ability to identify potential workplace risks and their response capabilities. Abnormal workloads resulting from long working hours, shift work, or night work are addressed by establishing and implementing a "Prevention Plan for Illnesses Triggered by Abnormal Workloads." This plan utilizes risk assessments, management measures, and necessary health monitoring mechanisms to reduce the potential for health risks associated with work patterns. To protect the health and rights of female employees, a "Workplace Maternity Health Protection Plan" is in place to provide pregnant and postpartum employees with appropriate health protection and support measures, fostering a friendly and safe working environment. In addition, to ensure all colleagues have a clear understanding of relevant safety and health regulations and procedures, the Company has established the "Safety and Health Work Code" as an important reference for employees' daily work and conduct. We will continue to strengthen the safety culture through ongoing promotion, education, and training, reduce the risk of occupational hazards, and ensure the personal safety and health of all employees. Regarding fire safety, regular fire safety training and evacuation drills are conducted, and fire safety managers receive periodic retraining as required by the Fire Protection Act to ensure preparedness for emergency situations. 3. Insurance and safety measures The Company's business premises and branches are insured with commercial fire insurance, electronic equipment insurance, and public liability insurance. Through comprehensive insurance planning, we reduce operational risks and ensure the safety of employees and stakeholders. (IV) Environmental sustainability and energy management The Company pays attention to climate change and net zero emissions issues. Given CAPITAL | 2025 ANNUAL REPORT --- Business Overview this, we have adopted ISO 50001:2018 energy management system and ISO 14001:2015 environmental management system, and achieved certification from the British Standards Institution (BSI). The Company continues to enhance energy efficiency and reduce environmental impact through systematic management, demonstrating its commitment to sustainability. ## IX. Status of establishment of employee code of conduct or ethics The Company places great emphasis on integrity and business ethics. To ensure all employees follow consistent ethical standards and a code of conduct when performing their duties, we have formulated the “Code of Conduct for Employees of the Capital Group,” which serves as an important guideline for employees’ job performance and daily behavior. All new hires must sign the code of conduct upon onboarding to reinforce legal compliance and promote a culture of integrity. The core spirit of the employee code of conduct is founded on integrity, providing high-value products and services, and building and maintaining long-term, stable, and trustworthy relationships with clients to help them achieve their financial goals. We also adhere to the highest ethical and security standards in all client interactions and transactions, protecting client information and ensuring its collection, processing, and use comply with applicable laws and regulations. Conflicts of interest are avoided by clearly stipulating that employees must not allow their personal interests to conflict with those of the Company or its clients, and must not use their positions for personal gain. Regarding the non-public information, trade secrets and personal data learned in the course of their duties, employees are bound by strict confidentiality obligations and must not disclose, illegally use, or improperly transmit any such information, either during or after their employment, and are prohibited from engaging in insider trading or other unlawful acts. In terms of information and asset management, employees are required to ensure the accuracy and completeness of all information, reports, records, and data owned, used, and managed by the Company. Employees must also exercise due diligence in the use and safekeeping of Company assets, and avoid any wasteful or improper use. In addition, employees must not misuse the Company’s information systems, network, or email for personal or inappropriate purposes and are required to comply with applicable laws and regulations, as well as the Company’s internal policies. The Company incorporates risk management and legal compliance into the internal control mechanism of its business processes and requires employees to report business conditions and actual situations immediately and accurately to ensure the Company’s overall interests and stable operations. Only the spokesperson designated by the Company is authorized to speak on behalf of the Company, to maintain consistency and accuracy in information disclosure. To maintain a fair, just, and honest working environment, employees and their close family members are prohibited from receiving any improper gifts, entertainment, or other benefits that could influence business decisions. An internal reporting mechanism has been set up to encourage employees to report any behavior that violates laws or company regulations to their CAPITAL | 2025 ANNUAL REPORT --- Business Overview supervisors, Human Resources, or the Audit Department, ensuring that issues are addressed appropriately. Through a systemized employee code of conduct and ongoing communication, the Company is committed to fostering a culture of integrity, strengthening its corporate governance, and protecting the rights and interests of clients, shareholders, and all stakeholders. CAPITAL | 2025 ANNUAL REPORT 131 --- V. Review and Analysis of Financial Position and Financial Performance and Risks # I. Financial position (I) Consolidation Unit: NT$ thousands | Item | Year | 2025 | 2024 | Difference | | | --- | --- | --- | --- | --- | --- | | | | | | Amount | % | | Current assets | | 331,803,807 | 282,926,897 | 48,876,910 | 17.28 | | Non-current assets | | 25,595,869 | 25,761,605 | (165,736) | (0.64) | | Total assets | | 357,399,676 | 308,688,502 | 48,711,174 | 15.78 | | Current liabilities | | 298,741,767 | 256,345,104 | 42,396,663 | 16.54 | | Non-current liabilities | | 8,453,106 | 6,706,925 | 1,746,181 | 26.04 | | Total liabilities | | 307,194,873 | 263,052,029 | 44,142,844 | 16.78 | | Common stock | | 21,709,081 | 21,709,081 | - | - | | Capital surplus | | 2,781,067 | 2,743,257 | 37,810 | 1.38 | | Retained earnings | | 17,740,583 | 15,088,772 | 2,651,811 | 17.57 | | Other equity interest | | 3,326,167 | 2,730,132 | 596,035 | 21.83 | | Equity attributable to shareholders of the parent company | | 45,556,898 | 42,271,242 | 3,285,656 | 7.77 | | Non-controlling interests | | 4,647,905 | 3,365,231 | 1,282,674 | 38.12 | | Total shareholders' equity | | 50,204,803 | 45,636,473 | 4,568,330 | 10.01 | Analysis of changes in the ratio of increase/decrease over the past two years (changes reaching 20% and amounting to NT$10 million or more): 1. Non-current liabilities: The increase in non-current liabilities for the period was primarily attributable to an increase in long-term loans. 2. Other equities: The increase in other equities for the period was primarily attributable to increases in unrealized gains on debt instruments measured at fair value through other comprehensive income. 3. Non-controlling interests: The current period capital increase by the invested company resulted in a corresponding increase in non-controlling interests. (II) Individual Unit: NT$ thousands | Item | Year | 2025 | 2024 | Difference | | | --- | --- | --- | --- | --- | --- | | | | | | Amount | % | | Current assets | | 260,871,728 | 221,817,208 | 39,054,520 | 17.61 | | Non-current assets | | 32,938,595 | 31,962,113 | 976,482 | 3.06 | | Total assets | | 293,810,323 | 253,779,321 | 40,031,002 | 15.77 | | Current liabilities | | 239,856,649 | 204,869,966 | 34,986,683 | 17.08 | | Non-current liabilities | | 8,396,776 | 6,638,113 | 1,758,663 | 26.49 | CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks | Item | Year | 2025 | 2024 | Difference | | | --- | --- | --- | --- | --- | --- | | | | | | Amount | % | | Total liabilities | | 248,253,425 | 211,508,079 | 36,745,346 | 17.37 | | Common stock | | 21,709,081 | 21,709,081 | - | - | | Capital surplus | | 2,781,067 | 2,743,257 | 37,810 | 1.38 | | Retained earnings | | 17,740,583 | 15,088,772 | 2,651,811 | 17.57 | | Other equity interest | | 3,326,167 | 2,730,132 | 596,035 | 21.83 | | Total shareholders' equity | | 45,556,898 | 42,271,242 | 3,285,656 | 7.77 | Analysis of changes in the ratio of increase/decrease over the past two years (changes reaching 20% and amounting to NT$10 million or more): (1) Non-current liabilities: The increase in non-current liabilities for the period was primarily attributable to an increase in long-term loans. (2) Other equities: The increase in other equities for the period was primarily attributable to increases in unrealized gains on debt instruments measured at fair value through other comprehensive income. # II. Financial performance (I) Consolidation Unit: NT$ thousands | Item | Year | 2025 (Note) | 2024 (Note) | Difference | | | --- | --- | --- | --- | --- | --- | | | | | | Amount | % | | Operating revenues | | 19,230,991 | 17,149,090 | 2,081,901 | 12.14 | | Operating expenses | | 14,810,845 | 13,349,871 | 1,460,974 | 10.94 | | Income from operations | | 4,420,146 | 3,799,219 | 620,927 | 16.34 | | Non-operating income and expenses | | 2,997,221 | 2,773,152 | 224,069 | 8.08 | | Net income before income tax | | 7,417,367 | 6,572,371 | 844,996 | 12.86 | | Income tax expenses | | 1,091,244 | 1,170,296 | (79,052) | (6.75) | | Net income | | 6,326,123 | 5,402,075 | 924,048 | 17.11 | | Other comprehensive income for the period | | 755,620 | 71,499 | 684,121 | 956.83 | | Total comprehensive income for the period | | 7,081,743 | 5,473,574 | 1,608,169 | 29.38 | | Net income attributable to: | | | | | | | Shareholders of the parent | | 5,735,934 | 4,883,776 | 852,158 | 17.45 | | Non-controlling interests | | 590,189 | 518,299 | 71,890 | 13.87 | | Total comprehensive income attributable to: | | | | | | | Shareholders of the parent | | 6,504,208 | 4,911,665 | 1,592,543 | 32.42 | | Non-controlling interests | | 577,535 | 561,909 | 15,626 | 2.78 | CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks Analysis of changes in the ratio of increase/decrease over the past two years (changes reaching 20 % and amounting to NT$10 million or more): (1) Other comprehensive income for the period: This was attributable to an increase in the fair value adjustment of debt instruments compared to the prior period. (2) Total comprehensive income for the period: The increase was due to the increase in net profit at fair value of securities trading through profit or loss compared to the previous period. (3) Total comprehensive income attributable to shareholders of the parent: The increase was due to the increase in net profit at fair value of securities trading through profit or loss compared to the previous periods. (II) Individual Unit: NT$ thousands | Item | Year | 2025 (Note) | 2024 (Note) | Difference | | | --- | --- | --- | --- | --- | --- | | | | | | Amount | % | | Operating revenues | | 16,486,511 | 14,611,768 | 1,874,743 | 12.83 | | Operating expenses | | 11,883,530 | 10,815,982 | 1,067,548 | 9.87 | | Income from operations | | 4,602,981 | 3,795,786 | 807,195 | 21.27 | | Non-operating income and expenses | | 1,913,670 | 1,987,154 | (73,484) | (3.70) | | Net income before income tax | | 6,516,651 | 5,782,940 | 733,711 | 12.69 | | Income tax expenses | | 780,717 | 899,164 | (118,447) | (13.17) | | Net income | | 5,735,934 | 4,883,776 | 852,158 | 17.45 | | Other comprehensive income for the period | | 768,274 | 27,889 | 740,385 | 2,654.76 | | Total comprehensive income for the period | | 6,504,208 | 4,911,665 | 1,592,543 | 32.42 | Analysis of changes in the ratio of increase/decrease over the past two years (changes reaching 20 % and amounting to NT$10 million or more): (1) Operating profit: The increase in operating profit was primarily attributable to a larger valuation adjustment for operating securities compared to the prior period. (2) Other comprehensive income for the period: This was attributable to an increase in the fair value adjustment of debt instruments compared to the prior period. (3) Total comprehensive income for the period: The increase was due to the increase in net profit at fair value of securities trading through profit or loss compared to the previous period. # III. Cash flow: (I) Consolidation Unit: NT$ thousands | Opening cash balance | Net cash flow from operating activities for the year | Annual cash inflow | Cash surplus (deficit) | Remedies for estimated cash shortfall | | | --- | --- | --- | --- | --- | --- | | | | | | Investment plan | Wealth management plans | | 9,289,189 | (6,030,221) | 11,407,188 | 14,666,156 | - | - | CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks 1. Analysis of changes in cash flow in the current year: (1) Net cash outflow from operating activities was NT$6,030,221 thousand, primarily due to a significant year-over-year increase in financial assets measured at fair value through profit or loss, which led to a higher net cash outflow from operating activities. (2) Total cash inflow of NT$11,407,188 thousand: Net cash inflow from investing activities of NT$629,980 thousand, net cash inflow from financing activities of NT$10,771,104 thousand, and exchange rate effects of NT$6,104 thousand. 2. Liquidity analysis for the past two years: | Year Item | 2025 | 2024 | Increase (decrease) ratio (%) | | --- | --- | --- | --- | | Cash flow ratio (%) | - | - | - | | Cash flow adequacy ratio (%) | 90.75 | 122.65 | (26.01) | | Cash reinvestment ratio (%) | - | - | - | Analysis of changes in the percentage of increase or decrease: (1) Cash flow adequacy ratio: The cash flow from operating activities in 2025 was a net outflow, resulting in a decrease in the cash flow adequacy ratio compared to the previous year. 3. Analysis of the consolidated cash flow of the Company and its subsidiaries for the coming year: Unit: NT$ thousands | Opening cash balance | Net cash flow from operating activities for the year | Projected cash outflow for the year | Projected cash balance (deficit) | Remedies for estimated cash shortfall | | | --- | --- | --- | --- | --- | --- | | | | | | Investment plan | Wealth management plans | | 14,666,156 | 6,993,880 | 6,738,109 | 14,921,927 | - | - | 1. Individual Unit: NT$ thousands | Opening cash balance | Net cash flow from operating activities for the year | Annual cash inflow | Cash surplus (deficit) | Remedies for estimated cash shortfall | | | --- | --- | --- | --- | --- | --- | | | | | | Investment plan | Wealth management plans | | 3,874,686 | (8,122,112) | 9,855,294 | 5,607,868 | - | - | CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks 1. Analysis of changes in cash flow in the current year: (1) Net cash outflow from operating activities was NT$8,122,112 thousand, primarily due to a significant year-over-year increase in financial assets measured at fair value through profit or loss, which led to a higher net cash outflow from operating activities. (2) Total cash inflow of NT$9,855,294 thousand: net cash outflow of NT$335,040 thousand from investing activities, net cash inflow of NT$10,067,033 thousand from financing activities, and exchange rate effects of NT$123,301 thousand. 2. Liquidity analysis for the past two years: Unit: NT$ thousands | Year | 2025 | 2024 | Increase (decrease) ratio (%) | | --- | --- | --- | --- | | Cash flow ratio (%) | - | - | - | | Cash flow adequacy ratio (%) | 101.59 | 126.33 | (19.58) | | Cash reinvestment ratio (%) | - | - | - | Analysis of changes in the percentage of increase or decrease: Not applicable. 3. Cash flow analysis for the coming year: Unit: NT$ thousands | Opening cash balance | Net cash flow from operating activities for the year | Projected cash outflow for the year | Projected cash balance (deficit) | Remedies for estimated cash shortfall | | | --- | --- | --- | --- | --- | --- | | | | | | Investment plan | Wealth management plans | | 5,607,868 | 6,901,576 | 5,538,109 | 6,971,335 | - | - | IV. Impacts of material capital expenditures in the most recent year on financial operations: None. V. The Company's reinvestment policy during the most recent fiscal year, main reasons for the profits/losses generated thereby, improvement plans, and investment plans for the coming year (I) The Group's reinvestment policy is to continue promoting a diversified financial services strategy in line with the government's financial market liberalization and industrial development trends, integrating group resources to develop businesses related to futures, securities brokerage, investment consulting, insurance brokerage, venture capital, and equity funds. The Company will follow the government's policy direction on promoting economic liberalization and financial internationalization, and will continue to steadily develop toward becoming a provider of comprehensive securities and financial services through research and development and business integration. In addition, the Group continues to strengthen its wealth management business by actively developing high-value-added financial products, expanding fundraising and distribution channels, and enhancing business momentum through integrated domestic and international channels. CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks Simultaneously, the Group is assessing the addition of overseas locations to broaden its international footprint and leveraging strategic alliances to extend its marketing reach, providing cross-border investment and financial services to improve overall operational efficiency and drive the Group's long-term, sustainable growth. (II) Main reasons for profits or losses on investments: No special events had a material impact on investment performance. (III) Investment plans for the coming year: None. ## VI. Risk matters (I) Impact upon the Company's balance sheet of inflation and changes in interest and exchange rates, and the measures to be adopted in response: 1. The impact of changes in interest rates on the Company's profit and loss mainly comes from credit trading and bond (government bonds, corporate bonds, and conditional bonds) trading businesses. The Company's interest rate risk, measured in risk-equivalent amounts, ranged between NT$2,941,414 thousand and NT$3,464,010 thousand in 2025, averaging approximately NT$2,922,976 thousand. The exchange rate risk, measured in risk-equivalent amounts, ranged between NT$112,515 thousand and NT$202,684 thousand, averaging approximately NT$164,906 thousand. 2. Future countermeasures: The measures taken by the Company to manage the interest rate risk of its bond positions are all handled in accordance with its risk management policy and relevant operating procedures. The Company also enters into interest rate swap contracts with other financial institutions or uses futures contracts and other derivatives for hedging purposes. To manage the risk of market fluctuations, the Company employs position control and dynamic hedging strategies to mitigate the adverse effects of interest rate and exchange rate changes on its profitability. 3. Inflation does not have a direct material impact on the Company's revenue or profits. (II) 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 1. The Company did not loan funds to others or provide endorsements/guarantees during the year. 2. The Company's engagement in derivatives transactions is limited to the scope permitted by the competent authority and the Company's Board of Directors. Proprietary trading of index futures and options is conducted with stop-loss points to control risk. The issuance of warrants and structured products is hedged with delta hedging using existing shares or other derivatives to control the concentration of outstanding warrants and manage liquidity, and gamma risk is mitigated with related warrants or options to ensure prudent risk-taking. 3. Future countermeasures: The Company promptly establishes or revises various regulations governing derivative transactions and adopts a market-neutral strategy to hedge risks and manage deviation limits in accordance with applicable regulations, thereby comprehensively controlling the risks associated with all derivative transactions. CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks (III) Future R&D plans and estimated R&D costs: The Company proactively develops new, high-margin, high-value-added financial products that offer comprehensive solutions, and launches them in conjunction with financial technology research and development initiatives. For details, please refer to Four. Business Overview – I. Scope of business – (III) Technical and R&D Overview, in this annual report. (IV) Impacts of important domestic and international policy and legal changes on the Company's financial operations, and measures to be adopted in response: The Company continues to pay close attention to any important domestic and foreign policy and legal changes that may affect the Company's financial operations. During the most recent fiscal year and up to the date of publication of the annual report, relevant policy and legal changes had no material impact on the Company's financial business. (V) The impact on the Company's financial operations of development in science and technology (including cybersecurity risk) and industry, and measures to be adopted in response: 1. Impact: The rise of network technology has changed traditional trading methods and service models, prompting the securities industry to require more specialized IT personnel and updated IT equipment to support the rapid development of electronic trading and to provide clients with software offering value-added online services. Malicious hackers may attempt to introduce computer viruses, destructive software, or ransomware into the Company's network system to disrupt its operations, commit fraud or extortion, gain control of the computer system, or steal confidential information. Furthermore, the Company cannot guarantee that the internal and external network systems maintained by third-party service providers and contractors will be immune to cyberattacks. 2. Countermeasures: (1) Recruit more IT personnel and focus on professional development training. (2) In response to changes in technology, continuously assess the upgrade or purchase of related information equipment, taking information security risks into consideration. (3) The Company continuously updates and develops new service software in accordance with information security standards and provides it to clients for use. (4) To prevent and reduce the damage caused by such risks and attacks, the Company implements relevant improvement measures and continuously updates them, such as restricting possible connection methods and data acquisition mechanisms of contract manufacturers; requiring them to provide corresponding security test certificates or declarations; introducing anti-virus software and performing full updates regularly; implementing firewall controls to protect network security; introducing intrusion detection and warning systems (IPS) for protection; regularly inspecting for illegally installed software; introducing phishing website and fake mobile application detection systems to ensure the Company's name and trademark are not impersonated; regularly performing vulnerability scans, penetration tests, APP detection, IoT device vulnerability scans, and security checkups to ensure the overall security of the host and network environment; introducing webpage anti-tampering systems for protection; and implementing DDoS traffic cleaning CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks mechanisms to prevent DDoS attacks. These measures aim to eliminate and reduce risks, keeping them within a controllable range to protect the Company's information security. (5) Regularly conduct vulnerability scanning, penetration testing, application system security testing, and information security health checks to enhance the overall security of information systems and network environments. (6) Establish a detection and monitoring mechanism for phishing websites and spoofed applications to prevent misuse of the Company's name or trademark. (7) Continue to monitor the development and application of artificial intelligence, cloud computing, and other emerging technologies; assess the potential cybersecurity risks arising from them; and take appropriate management and protective measures to enhance overall information security governance capabilities. (VI) Impact of changes in the Company's image upon its crisis management, and measures to be adopted in response: None. (VII) Expected benefits, potential risks, and corresponding measures for mergers and acquisitions: None. (VIII) Expected benefits, potential risks, and response measures for plant expansion: Not applicable. (IX) Risks associated with any consolidation of sales or purchasing operations, and measures to be adopted in response: Not applicable. (X) Effect upon and risk to the Company if a substantial 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 measures to be adopted in response: None. (XI) Effect upon and risk to the Company associated with any change in governance personnel or top management, and measures to be adopted in response: None. CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks (XII) Major Litigious and non-litigious cases | Event | Brief of Facts | Principal parties involved | Current status | Date of litigation commencement | Amount of litigation (Unit: NT$) | | --- | --- | --- | --- | --- | --- | | Criminal | Ms. Yu, a customer of the Xisong Branch of the Company had the transaction documents checked, and as a result the Company discovered that the employee Mr. Chiang of the branch forged non-existing documents for the PGN structured products of the Company to gain the property of 15 customers of the Xisong Branch including Ms. Yu. | Complainant: Capital Securities Corp. Defendant: Chiang, O-Ping | The Company has filed criminal charges for offenses including forgery and fraud; the case is currently under investigation by the Taipei District Prosecutors Office. | 2018.12.18 | | | Civil | Investment fraud was committed by Wanhua Branch employee Chen, O-Ling in a private capacity, causing damage to client Fan, O-Yen. Consequently, the plaintiff filed a lawsuit seeking joint and several damages of NT$2,798,313 from the Company and former employee Chen, O-Ling. | Plaintiff: Fan, O-Yen Defendant: Capital Securities Corp. Chan, O-Ling | This case is currently pending before the Taipei District Court. | 2019.04.08 | 2,798,313 | | Civil | The plaintiff alleges that employee of at the Company's Neihu Branch induced the client to use a line of credit to borrow and lend funds, infringing upon the plaintiff's beneficial ownership of registered shares and causing a loss of NT$22,793,091. Accordingly, the plaintiff has filed suit against the Company and the employee, seeking joint and several damages of NT$11,396,545. | Plaintiff: Chang, O-Sheng Defendant: Capital Securities Corp. Hua, O-Lin | This case is currently pending before the Shilin District Court. | 2025.07.03 | 11,396,545 | | Civil | Tong, O-Chi – a retiree of the Company's Kaohsiung Branch – alleges that the Company failed to pay the full amount of their pension by NT$1,990,089 and has there-fore filed a lawsuit with the Kaohsiung District Court. | Plaintiff: Tong, O-Chi Defendant: Capital Securities Corp. | This case is currently pending before the Kaohsiung District Court. | 2025.10.08 | 1,990,089 | CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks # (XIII) Risk management policy I. The Company's risk management policy is based on its operating policies and objectives and calculates the upper limit of loss for each business risk through risk and return measurement and its impact on the Company's capital adequacy ratio, with the goal of optimizing capital allocation and maximizing profits. II. Risk management organization and responsibilities | Department | Responsibilities | | --- | --- | | 1. Board of Directors | 1. The highest decision-making body for risk management. 2. Responsible for approving risk management policies and direction. 3. Approve risk management systems. | | 2. Risk Management Committee | 1. Approve the risk management system and review of risk management principles for all business operations. 2. Resolutions for improving the implementation of various operations. 3. Evaluate and make decisions regarding the allocation of risk assets and operational strategies. 4. Review and approve applications for new business and authorize transaction limits. | | 3. General Manager | 1. Report to the Board of Directors on the risk assessment of positions held, transaction performance, and progress toward achieving established goals. 2. If there are any unusual circumstances in the market price evaluation (e.g. the holding position exceeds the loss limit), the business unit is required to take necessary action. | | 4. Risk Management Office | 1. Assist in formulating the risk management system. 2. Assist in establishing risk limits and allocation methods for each department. 3. Ensure the approved risk management guidelines are implemented. 4. Submit risk management reports to the General Manager promptly and completely. 5. Before business units execute any transactions, they should first understand the details of those transactions and continuously monitor any positions held from completed transactions. 6. For financial products with quantifiable risks, risk management measurement techniques should be enhanced as much as possible. 7. Accurately understand the risk limits and usage of each business unit. 8. Evaluate the Company's risk exposure and risk concentration. 9. Develop and implement stress testing and backtesting methods. 10. Examine the difference between the actual profit and loss of the investment portfolio and the forecast. 11. Examine the product pricing models and valuation systems used by business units. 12. Other matters related to risk management. | CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks | Department | Responsibilities | | --- | --- | | 5. Business units (reinvested subsidiary) | Middle Office Risk Management: 1. Regularly report the risk exposure of business units (subsidiaries). 2. Ensure risk management information is delivered promptly and accurately. 3. Ensure that business units (subsidiaries) effectively implement the relevant risk limit regulations. 4. Monitor risk exposure and report limit breaches, including measures taken by business units (subsidiaries) to address them. 5. Ensure that the measurement and evaluation of risks within business units (subsidiaries) are conducted consistently, and that the assumptions underlying the models used are established on a consistent basis. 6. Ensure effective implementation of internal control procedures within business units (subsidiaries) in compliance with laws and regulations and the risk management policy. Heads of business units (subsidiary heads): 1. Responsible for all risk management matters of the unit (subsidiary) to which they belong. Responsible for analyzing and monitoring operational risks within business units (subsidiaries) and implementing various countermeasures. 2. Oversee the communication of related risk management information. | | 6. Audit Office | 1. Periodically assess the adequacy of internal controls over product trading within business units. 2. Examine the implementation of the Company's risk management system and accurately disclose the findings in the audit report. Deficiencies or abnormalities identified during inspections shall be tracked after the audit report has been submitted for approval, and follow-up reports shall be prepared periodically to ensure that the relevant units have promptly taken appropriate corrective actions. 3. Conduct monthly audits to ensure the sales department and other departments are complying with these regulations, and analyze trading cycles. 4. Handle laws and regulations related to the Company's overall financial and operational activities, and ensure compliance with relevant norms and regulations. | | 7. Finance Department | 1. Account processing or fund transfers based on approved contracts and transaction documents. 2. Keep a record of off-balance sheet transactions. 3. Obtain price information from a quotation system independent of the trading department to revalue the positions held. 4. Enter completed transactions into the accounts in a timely manner and recognize profits and losses accordingly. 5. Make announcements as required by the competent authority. | | 8. Settlement Department | 1. Custody and storage of transaction contracts. 2. Delivery and settlement of products. 3. Execution of collateral recovery. 4. Declaration of trading contracts to the competent authorities. 5. Confirmation of transaction details. | 142 CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks | Department | Responsibilities | | --- | --- | | 9. Legal and Compliance Department | 1. Discuss relevant management policies with legal counsel. 2. Before a transaction contract/agreement is signed with a counterparty, the Legal Affairs Office must review all rights and obligations, legality, and related legal documents. 3. Supervise compliance with laws and regulations. 4. Supervise all business units in assessing the impact of newly issued regulations on the Company's operations. 5. Before launching new products and services or applying to start new lines of business, the Compliance Officer must provide an opinion that complies with applicable laws and internal regulations and sign off on it. | | 10. Information Department | 1. Develop and maintain the risk management information system. 2. Information security management | ## III. Risk types, measurement, and management processes within the Company. The types of risks that the Company mainly faces are market risk, credit risk, liquidity risk, operational risk, climate risk, information security risk, legal risk, and other risks. Through the Company's risk management procedures – including risk identification, assessment, measurement, and monitoring – a “Daily Risk Management Report” is issued daily to keep the General Manager and Chairman informed of the Company's latest risk exposures. In accordance with the Company's “Operational Guidelines for Detection of Operational Risks,” meetings are held regularly to analyze market changes and report on future operating strategies, supporting the execution and evaluation of various decisions. Measurement methods for each type of risk and risk mitigation strategies are described as follows: ### 1. Capital adequacy management The Company regularly monitors business risks and performs capital adequacy calculations annually, using the business volume targets in each department's annual operating plan as stress scenarios. These calculations serve as the basis for capital adequacy planning and company strategy. ### 2. Market risk management (1) In terms of quota and capital control, the Company establishes operational limits and risk thresholds for its various businesses based on capital adequacy ratio and loss limits, ensuring risk appetite aligns with its capital structure. (2) With respect to risk quantification models, the Company uses the variance-covariance method to calculate the Value at Risk (VaR) at a 99% confidence level for one-day risk exposure, and performs regular backtesting to ensure model accuracy. (3) For stress testing and scenario analysis, the Company conducts stress tests and scenario analyses under different market conditions to evaluate its risk tolerance in extreme market conditions. (4) In managing the warrants business, the Company enforces market maker quoting and hedging regulations, and strictly monitors issue size, pricing, liquidity, and concentration risk. Stress tests are also conducted on underlying CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks assets that could significantly impact warrant P&L to assess their liquidity and concentration risk. (5) For hedging instruments, all units may use instruments approved by the competent authority (such as futures, options, and swaps) to hedge and dynamically adjust their positions. 3. Credit risk management (1) In terms of credit and limit management, the Company establishes credit limits for issuers and counterparties based on the credit requirements of the competent authority and external credit ratings. Credit limits for stock credit transactions are handled in accordance with the regulations of the competent authority. (2) As for financing and collateral control, stock financing is provided according to the Company's client credit and stock/securities collateral management guidelines, and the disposal standard is based on the maintenance rate prescribed by the competent authority. (3) Regarding credit risk management for derivatives, the Company calculates counterparties' credit exposure daily. If the exposure exceeds the limit, the Company requests the counterparty to provide eligible collateral or reduce their positions to control default risk. (4) With respect to bond investment and credit rating monitoring, a minimum investment credit rating level is set for bond positions, and issuers' major news and operating conditions are continuously monitored. If the bond rating falls below the required level, a sale will be required. If an immediate sale is not possible due to liquidity issues, an allowance for credit losses will be recognized based on the probability of default. 4. Liquidity risk management (1) In terms of capital allocation and fundraising planning, the Company adopts a strategy of diversifying its relationships with financial institutions and fundraising channels, proactively planning its capital needs to ensure a diverse and stable funding base. (2) Regarding liquidity monitoring, the Company tracks daily fund usage and conducts simulation analysis of capital requirements for credit trading, securities, and derivatives transactions to address abnormal capital demand in the event of systemic risk. (3) In terms of market liquidity and position control, liquidity rules are set for each position based on factors such as issuance, trading volume, and counterparties, and are dynamically monitored according to market conditions. A liquidity reference indicator has been established and positions in Taiwan Index futures and Taiwan Index options held by the Company as a whole are monitored. 5. Operational risk management (1) As for internal control and audit, the Audit Department conducts regular checks based on the internal control system. After the business unit responds, the check report is submitted to the General Manager and Chairman for review. CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks The business unit is responsible for addressing any deficiencies, and the Audit Department follows up to ensure the improvement plan is implemented. (2) In terms of personnel risk transfer, implementing an employee dishonesty insurance policy helps mitigate the risk of significant operational losses resulting from employees' intentional misconduct or negligence. (3) With regard to loss data and the quantification model, the Risk Management Office is responsible for collecting and categorizing significant loss events such as major system failures and accounting errors, continuously building an operational risk database and developing evaluation models based on this data to achieve quantitative operational risk management. ## 6. Legal risk management (1) In terms of audit supervision and contract review, the Audit Office and the legal and compliance department jointly handle audits and supervision to ensure all departments comply with the requirements of the competent authority; and conduct legality reviews of various contracts to effectively safeguard the Company's rights and interests. (2) In terms of legal and regulatory compliance training, unscheduled training sessions on the latest revisions are provided to reinforce their awareness of and adherence to the law, and effectively reduce the risk of violations. (3) In terms of anti-money laundering and counter-terrorism financing, we have allocated appropriate resources and implemented relevant measures in key compliance areas such as counter-terrorism and prevention of money laundering, in accordance with the regulations of the competent authority. ## 7. ESG and climate risk management (1) In terms of adopting international frameworks and financial disclosure, the Company follows its "Sustainable Development Best-Practice Principles," "Due Diligence Governance and Sustainable Investment Procedures," and applicable regulations set forth by the competent authority. The Company is gradually aligning with the structure required by TCFD and IFRS S2 to regularly assess and disclose the potential impact of climate risks on its finances. (2) Regarding the deepening of climate risk assessment and management, we conduct a quantified assessment of the "physical risks" and "transition risks" associated with investment targets, in accordance with the international net zero carbon emissions agreement and the domestic Climate Change Response Act, and formulate corresponding operational transformation and risk management strategies. (3) Regarding improvements to carbon emission data governance for investments and financing, we are building a carbon emission database for these activities and adopting the PCAF calculation methodology to enhance data quality and accurately quantify the carbon emissions of our investment portfolio. ## 8. Information security management (1) In terms of strengthening information security governance, the Company has integrated information security into its overall risk management framework CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks and established a governance mechanism based on the three lines of defense model. Information security policies clearly define management's responsibilities and demonstrate their commitment to support, while control measures are continuously refined to mitigate the impact of information security incidents on operations, clients, and reputation. (2) In regard to aligning with international management standards, the Company has implemented an information security management system (ISMS) and business continuity management (BCM), and utilizes the PDCA cycle to establish and continuously enhance its information security and operational resilience management system. Apart from complying with government regulations and internal control guidelines, the Company regularly conducts information security risk assessments, audits, and improvement activities to ensure the effective operation of the management system and maintain the validity of ISO certification. (3) In terms of deepening risk drills and operational resilience, the Company plans and implements a number of risk assessments and drills to review the effectiveness of relevant control measures and their actual benefits, and to continuously improve its responsiveness. Additionally, an annual budget is allocated for information security to strengthen protection, monitoring, detection, and response management operations. Professional consultants are engaged to assist the Board of Directors in understanding key information security risks and operational resilience priorities, and the Chief Information Security Officer regularly reports on overall annual implementation to the Board of Directors to enhance overall operational resilience. 9. Other risk management (1) With respect to business continuity management (BCM), "Guidelines for Business Continuity Management" are in place to address natural disasters, man-made disasters, and information and communication technology (ICT) disasters. These guidelines clearly define the crisis reporting system, the responsibilities of the response teams, response procedures, and post-incident review and improvement processes, ensuring a well-established response framework. (2) In terms of business crisis management, the "Business Crisis Emergency Response Guidelines" have been revised to ensure a swift response and rapid operational recovery should a business crisis occur. The scope covers not only financial crises such as major defaults, significant losses, and funding shortfalls, but also integrates response measures for major physical disasters and information security incidents, enhancing the overall preparedness mechanism. (3) Regarding market impacts, considering the increased volatility in the financial market, the Company has formulated "Market Impact Response Procedures" and "Market Impact Response Reinforcement Rules" to comprehensively regulate response strategies and related preventive measures for the main product lines and positions of its proprietary trading unit. By doing this, we are able to address the increasingly severe market fluctuations. CAPITAL | 2025 ANNUAL REPORT --- Review and Analysis of Financial Position and Financial Performance and Risks (XIV) Other important risks and measures to be adopted in response: None. ## VII. Crisis management and response mechanism: (I) In the event of an emergency, the Company has established the following organization to ensure personnel safety and maintain business continuity. This organization is responsible for activating and operating the business continuity management system. 1. **Crisis Management Team**: Establish functional groups with specific roles and responsibilities. When a disaster occurs, the team will coordinate situation assessment, confirm personnel and asset damage, and carry out relevant response and external communications to minimize the impact of the disaster. 2. **Business Continuity Team**: Composed of personnel from various departments responsible for restoring business operations and information systems. When a major disaster occurs and critical business functions are disrupted, team members will activate the remote backup system or relocate to the remote office location to continue operations, as directed by the commander, to ensure business continuity. 3. **Resource Provision Team**: This team comprises the Planning Office, Information Department, Securities Administration Office, Human Resource Office, Futures Network Information Department, and Futures Administration Office. This team is responsible for coordinating and providing the necessary resources for response operations in the event of an emergency. 4. **Management System Implementation Team**: This team comprises information security personnel, the General Affairs Office, and representatives from various departments, and is responsible for promoting and maintaining the operations of the corporate business continuity management system. (II) The Company obtained BS 25999 business continuity management system certification in November 2008 and transitioned to ISO 22301 business continuity management system international standard certification in September 2013. The company has since maintained annual certification by the International Organization for Standardization. To ensure the effective operation of the business continuity management system, a cross-departmental management review committee has been established to hold regular annual management review meetings. These meetings are attended by the General Manager and department heads to review significant company-wide continuity management matters and facilitate cross-departmental communication and coordination on related system issues. At the meeting, shortcomings in the current management system are identified and addressed to continuously improve the efficiency and effectiveness of the business continuity mechanism. (III) To ensure the accuracy, effectiveness, and availability of the Company's planned business continuity procedures and system recovery mechanisms, the following drills and training are conducted regularly: CAPITAL | 2025 ANNUAL REPORT 147 --- Review and Analysis of Financial Position and Financial Performance and Risks 1. Annual emergency evacuation drills: Each office building simulates a major disaster impacting personnel safety, activating the emergency notification system and carrying out personnel evacuation to ensure everyone's safety. 2. Annual off-site data center failover drills: In the event of a disaster that causes system interruption, the off-site backup mechanism is activated. Each department then performs system switchover and business operation exercises at their original office location to verify the availability of the backup system and business continuity capabilities. 3. Annual remote office mechanism drills: In the event of a major disaster, damage to building facilities, or other emergencies that make the original office unusable, the remote office mechanism is activated, and each department moves to the remote office location to continue essential business operations. This verifies the feasibility of personnel relocation, equipment use, and business continuity. 4. Annual first-aid and fire-fighting training: To enhance employees' basic knowledge and skills in CPR and fire-fighting equipment operation, enabling them to respond immediately to disasters and mitigate damage. 5. Annual business continuity training: To enhance all employees' understanding of and ability to respond to the Company's business continuity management mechanism. VIII. Other Important Matters: None. (as of the end of 2025) 148 CAPITAL | 2025 ANNUAL REPORT --- Special Items to Be Included VI. I. Information on affiliates https://doc.twse.com.tw/server-java/t57sb01?step=1&colorchg=1&co_id=6005&year=&mtype=K&isnew=true II. Private placement of securities during the most recent fiscal year and up to the date of publication of the annual report: None. III. Other matters that require additional description: The Company's industry-specific key performance indicators (KPI): Capital adequacy ratio: 276% (December 31, 2025) 269% (February 28, 2026) CAPITAL | 2025 ANNUAL REPORT 149 --- 150 CAPITAL | 2025 ANNUAL REPORT # VII. Matters having a material impact on shareholders' equity or the prices of the company's securities In 2025 and up to the date of publication of the annual report, if any matters arise that have a significant impact on shareholders’ equity or security prices as defined in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act, they shall also be listed individually: None. --- Addresses and Telephones of Headquarters, Branch Offices and Affiliates VIII. # Capital Securities Corp. 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87121219 # Brokerage Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123522 # Investment Banking Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123587 # Registrar Agency Department B2F., No.97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106420, Taiwan, R.O.C.. TEL: 886-2-27035000 FAX: 886-2-27085000 # Fixed Income Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123612 # Derivatives Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123585 # Strategic Trading Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123585 # Securities Proprietary Trading Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123575 # Futures Proprietary Trading Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-27127280 # Wealth Management Department 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87121136 # Brokerage Division 14F.-3, No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87808888 FAX: 886-2-87123796 # Zhongxiao Branch 15F., No.87, Sec. 4, Zhongxiao E. Rd., Da'an Dist., Taipei City 106440, Taiwan, R.O.C.. TEL: 886-2-27771077 FAX: 886-2-27316236 # Dunnan Branch B1F.-2, No.97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106420, Taiwan, R.O.C.. TEL: 886-2-27052888 FAX: 886-2-27017236 # Nanjing Branch 9F., No.71, Sec. 2, Nanjing E. Rd., Zhongshan Dist., Taipei City 104689, Taiwan, R.O.C.. TEL: 886-2-25427088 FAX: 886-2-25716694 # Xisong Branch 3F., No.213, Sec. 5, Nanjing E. Rd., Songshan Dist., Taipei City 105409, Taiwan, R.O.C.. TEL: 886-2-27683388 FAX: 886-2-27633252 # Guanqian Branch 8F., No. 77, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100414, Taiwan, R.O.C.. TEL: 886-2-23615678 FAX: 886-2-23119140 # Guting Branch 1F., No.85, Sec. 2, Nanchang Rd., Zhongzheng Dist., Taipei City 100040, Taiwan, R.O.C.. TEL: 886-2-23279288 FAX: 886-2-23567201 # Zhongshan Branch 6F., No.372, Linsen N. Rd., Zhongshan Dist., Taipei City 104410, Taiwan, R.O.C.. TEL: 886-2-21002798 FAX: 886-2-21002780 CAPITAL | 2025 ANNUAL REPORT 151 --- Addresses and Telephones of Headquarters, Branch Offices and Affiliates # Shilin Branch 1F., No.118-1, Zhongzheng Rd., Shilin Dist., Taipei City 111004, Taiwan, R.O.C.. TEL: 886-2-28380567 FAX: 886-2-28312433 # Donghu Branch 8F.-1, No.460, Sec. 5, Chenggong Rd., Neihu Dist., Taipei City 114705, Taiwan, R.O.C.. TEL: 886-2-26333988 FAX: 886-2-26333987 # Tianmu Branch 3F., No.18, Sec. 7, Zhongshan N. Rd., Shilin Dist., Taipei City 111038, Taiwan, R.O.C.. TEL: 886-2-28767388 FAX: 886-2-28767377 # Neihu Branch 6F., No.50, Sec. 4, Chenggong Rd., Neihu Dist., Taipei City 114049, Taiwan, R.O.C.. TEL: 886-2-27911999 FAX: 886-2-27925974 # Taipei Branch 4F., No.30, Sec. 1, Chongqing N. Rd., Datong Dist., Taipei City 103607, Taiwan, R.O.C.. TEL: 886-2-25561133 FAX: 886-2-25551297 # Yanping Branch 4F., No.96, Sec. 2, Yanping N. Rd., Datong Dist., Taipei City 103006, Taiwan, R.O.C.. TEL: 886-2-25553888 FAX: 886-2-25580964 # Wanhua Branch 2F., No. 31, Guilin Rd., Wanhua Dist., Taipei City 108012, Taiwan, R.O.C.. TEL: 886-2-23751399 FAX: 886-2-23751998 # Songshan Branch 11F., No.130, Sec. 4, Nanjing E. Rd., Songshan Dist., Taipei City 105407, Taiwan, R.O.C.. TEL: 886-2-25708889 FAX: 886-2-25706776 # Da-an Branch 2F., No.169, Sec. 4, Zhongxiao E. Rd., Da'an Dist., Taipei City 106662, Taiwan, R.O.C.. TEL: 886-2-27730899 FAX: 886-2-87719629 # Shifu Branch 3F., No. 293, Sec. 5, Zhongxiao E. Rd., Xinyi Dist., Taipei City 110065, Taiwan, R.O.C.. TEL: 886-2-27512288 FAX: 886-2-27738180 # Yonghe Branch 2F., No.353, Fuhe Rd., Yonghe Dist., New Taipei City 234644, Taiwan, R.O.C.. TEL: 886-2-29207777 FAX: 886-2-29296363 # Banqiao Branch 3F., No.216, Sec. 1, Sanmin Rd., Banqiao Dist., New Taipei City 220845, Taiwan, R.O.C.. TEL: 886-2-89518089 FAX: 886-2-89518076 # Tucheng Branch 1 F., No. 47, Sec. 2, Mingde Rd., Tucheng Dist., New Taipei City 236022, Taiwan (R.O.C..) TEL: 886-2-22625988 FAX: 886-2-22610074 # Xindian Branch 8F., No.190, Zhongzheng Rd., Xindian Dist., New Taipei City 231031, Taiwan, R.O.C.. TEL: 886-2-29121818 FAX: 886-2-29112354 # Xinzhuang Branch 3F., No.379, Zhongping Rd., Xinzhuang Dist., New Taipei City 242030, Taiwan, R.O.C.. TEL: 886-2-89918899 FAX: 886-2-89914587 # Danfong Branch 1F., No.16, Fuguo Rd., Xinzhuang Dist., New Taipei City 242076, Taiwan, R.O.C.. TEL: 886-2-29082388 FAX: 886-2-29082333 # Sanchong Branch 1F., No.97, Zhengyi S. Rd., Sanchong Dist., New Taipei City 241003, Taiwan, R.O.C.. TEL: 886-2-29734388 FAX: 886-2-29734998 # Haishan Branch 3F.-1, No.30-2, Dongmen St., Banqiao Dist., New Taipei City 220542, Taiwan, R.O.C.. TEL: 886-2-29699977 FAX: 886-2-29696300 # Keelung Branch 8F., No.255, Ren 2nd Rd., Ren'ai Dist., Keelung City 200005, Taiwan, R.O.C.. TEL: 886-2-24221212 FAX: 886-2-24262444 # Taoyuan Branch 4F., No.32, Sec. 1, Chenggong Rd., Taoyuan Dist., Taoyuan City 330005, Taiwan, R.O.C.. TEL: 886-3-3377555 FAX: 886-3-3373003 CAPITAL | 2025 ANNUAL REPORT --- Addresses and Telephones of Headquarters, Branch Offices and Affiliates # Zhongli Branch 3F, No.88, Zhongshan Rd., Zhongli Dist., Taoyuan City 320676, Taiwan, R.O.C.. TEL: 886-3-4278699 FAX: 886-3-4278611 # Hsinchu Branch 8F, No.307, Beida Rd., North Dist., Hsinchu City 300076, Taiwan, R.O.C.. TEL: 886-3-5237777 FAX: 886-3-5235555 # Dongda Branch 3F, No. 118, Sec. 1, Dongda Rd., East Dist., Hsinchu City 300026, Taiwan, R.O.C.. TEL: 886-3-5317777 FAX: 886-3-5327799 # Zhunan Branch 5F, No.87, Minzu St., Zhunan Township, Miaoli County 350001, Taiwan, R.O.C.. TEL: 886-37-478345 FAX: 886-37-465010 # Taichung Branch 1F, No.40, Zhongming S. Rd., West Dist., Taichung City 403513, Taiwan, R.O.C.. TEL: 886-4-23200088 FAX: 886-4-23230317 # Jiancheng Branch 3F, No.735, Jiancheng Rd., East Dist., Taichung City 401009, Taiwan, R.O.C.. TEL: 886-4-22830099 FAX: 886-4-22830055 # Minquan Branch 4F, No.91, Minquan Rd., West Dist., Taichung City 403301, Taiwan, R.O.C.. TEL: 886-4-22208822 FAX: 886-4-22204208 # Chongde Branch B1F.-1, No.416, Sec. 2, Chongde Rd., Beitun Dist., Taichung City 406503, Taiwan, R.O.C.. TEL: 886-4-22468899 FAX: 886-4-22462783 # Zhonggang Branch 1F, No.369, Sec. 2, Daren Rd., Wuqi Dist., Taichung City 435058, Taiwan, R.O.C.. TEL: 886-4-26577599 FAX: 886-4-26574837 # Dajia Branch 2F, No.295, Jianggong Rd., Dajia Dist., Taichung City 437008, Taiwan, R.O.C.. TEL: 886-4-26882828 FAX: 886-4-26882882 # Tanzi Branch No.418, Xinghua 1st Rd., Tanzi Dist., Taichung City 427017, Taiwan, R.O.C.. TEL: 886-4-25319898 FAX: 886-4-25315779 # Changhua Branch 7F, No.279, Minsheng Rd., Changhua City, Changhua County 500005, Taiwan, R.O.C.. TEL: 886-4-7250888 FAX: 886-4-7251366 # Chiayi Branch 1F, No.87, Chuiyang Rd., East Dist., Chiayi City 600009, Taiwan, R.O.C.. TEL: 886-5-2258666 FAX: 886-5-2246978 # Tainan Branch 3F, No.76, Sec. 2, Minsheng Rd., West Central Dist., Tainan City 700002, Taiwan, R.O.C.. TEL: 886-6-2252588 FAX: 886-6-2252388 # Dungmen Branch 4F, No.97, Sec. 1, Beimen Rd., West Central Dist., Tainan City 700008, Taiwan, R.O.C.. TEL: 886-6-2290077 FAX: 886-6-2295611 # Kaiyuan Branch 3F, No.280, Kaiyuan Rd., North Dist., Tainan City 704001, Taiwan, R.O.C.. TEL: 886-6-2348899 FAX: 886-6-2348800 # Kaohsiung Branch 1F, No.165, Hedong Rd., Qianjin Dist., Kaohsiung City 801702, Taiwan, R.O.C.. TEL: 886-7-2150077 FAX: 886-7-2151414 # Sanmin Branch 1F, No.80, Dachang 2nd Rd., Sanmin Dist., Kaohsiung City 807546, Taiwan, R.O.C.. TEL: 886-7-3952588 FAX: 886-7-3869191 # Gausheng Branch 3F, No.252, Yixin 2nd Rd., Qianzhen Dist., Kaohsiung City 806002, Taiwan, R.O.C.. TEL: 886-7-3309966 FAX: 886-7-3307636 # North Kaohsiung Branch 3F, No.317, Minghua Rd., Gushan Dist., Kaohsiung City 804605, Taiwan, R.O.C.. TEL: 886-7-5559933 FAX: 886-7-5597000 CAPITAL | 2025 ANNUAL REPORT --- Addresses and Telephones of Headquarters, Branch Offices and Affiliates Fengshan Branch 1F., No.8, Yongfeng Rd., Qianzhen Dist., Kaohsiung City 806017, Taiwan, R.O.C.. TEL: 886-7-7169788 FAX: 886-7-7168559 Rueifeng Branch 2F., No.174, Sanduo 1st Rd., Lingya Dist., Kaohsiung City 802025, Taiwan, R.O.C.. TEL: 886-7-7211828 FAX: 886-7-7110238 Pingtung Branch 3F., No.9, Yongfu Rd., Pingtung City, Pingtung County 900006, Taiwan, R.O.C.. TEL: 886-8-7339602 FAX: 886-8-7339280 Yilan Branch 5F., No.50, Jiucheng S. Rd., Yilan City, Yilan County 260003, Taiwan, R.O.C.. TEL: 886-3-9331999 FAX: 886-3-9328274 Capital Securities Corp. Offshore Securities Unit 11F.-6, No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123536 Capital Futures Corp. B1F., No.97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106420, Taiwan, R.O.C.. TEL: 886-2-27002888 FAX: 886-2-27059777 Capital International Technology Corp. 32F., No.97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106420, Taiwan, R.O.C.. TEL: 886-2-27061077 Capital True Partner Technology Co., Ltd. Room 1708, Block C, Maoye Center, No. 28, North Tianfu Avenue, high-tech zone, Chengdu, Sichuan Province, P.R.China TEL: (8628)6555-2888 FAX: (8628)6555-2999 QIT Technology Co., Ltd. Block H 18F., New Shanghai International Tower, No. 360 Pudong Nan Road, Shanghai, P.R.China TEL: (8621)5886-0679 Capital Investment Management Corp. 11F.-5, No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87806789 FAX: 886-2-87126292 Capital Insurance Advisory Corp. 14F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87896777 FAX: 886-2-87126773 CSC Venture Capital Corp. 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87899988 FAX: 886-2-87125758 CSC Private Equity Co. 11F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taipei City 105402, Taiwan, R.O.C.. TEL: 886-2-87898888 FAX: 886-2-87123587 CSC Securities (HK) Ltd. 3F., 308 Central Des Voeux, No. 308 Des Voeux Road Central, Sheung Wan, Hong Kong TEL: (852)2530-9966 FAX: (852)2104-6006 CSC Futures (HK) Ltd. 3F., 308 Central Des Voeux, No. 308 Des Voeux Road Central, Sheung Wan, Hong Kong TEL: (852)2530-9966 FAX: (852)2104-6006 CSC International Holdings Ltd. Shanghai Rep. Office 18F., New Shanghai International Tower, No. 360 Pudong Nan Road, Shanghai, P.R.China TEL: (8621)5888-7188 FAX: (8621)5888-2929 CAPITAL | 2025 ANNUAL REPORT --- Appendix Disclosures in the parent company only financial statement in the annual report of Public Companies in accordance with Paragraph 3, Article 11 of the Regulations Governing the Preparation of Financial Reports by Securities Firms. ## I. Business status ### I. Material business events (events that had a material impact on the business in the last five years) (I) Acquisition or merger of other companies: None. (II) Demerger: None. (III) Re-investing in affiliates Unit: NT$ thousands; shares | Year Investee company | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | | Capital Investment Management Corp. | 78,753 | 7,000,000 | 77,165 | 7,000,000 | 77,899 | 7,000,000 | 88,079 | 7,000,000 | 79,368 | 7,000,000 | | CSC International Holdings Ltd. | 1,603,189 | 45,000,000 | 1,700,728 | 45,000,000 | 1,587,643 | 45,000,000 | 1,575,072 | 45,000,000 | 1,477,776 | 45,000,000 | | Capital Futures Corp. | 5,782,876 | 138,619,711 | 4,380,054 | 119,066,014 | 4,058,928 | 119,066,014 | 3,837,039 | 119,066,014 | 3,535,529 | 119,066,014 | | Capital Insurance Advisory Corp. | 76,539 | 500,000 | 64,438 | 500,000 | 44,481 | 500,000 | 72,021 | 500,000 | 60,571 | 500,000 | | Capital Insurance Agency Corp. | - | - | - | - | 7,400 | 740,000 | 39,501 | 740,000 | 38,364 | 740,000 | | Taiwan International Securities (B.V.I.) Corp. | - | - | - | - | 13 | 300 | 39 | 300 | 15 | 300 | | CSC Venture Capital Corp. | 902,996 | 100,000,000 | 890,853 | 100,000,000 | 841,425 | 100,000,000 | 833,287 | 100,000,000 | 791,454 | 100,000,000 | | CSC Private Equity Corp. | 318,176 | 33,000,000 | 333,550 | 33,000,000 | 308,660 | 33,000,000 | 286,999 | 33,000,000 | 348,207 | 33,000,000 | | Capital Investment Trust Corp. | 1,751,432 | 33,067,507 | 1,603,918 | 33,067,507 | 1,421,092 | 33,067,507 | 1,374,245 | 33,067,507 | 1,379,659 | 33,067,507 | (IV) Reorganization: None. (V) Acquisition or disposal of significant assets: None. (VI) Significant changes in business operations or business activities: None. CAPITAL | 2025 ANNUAL REPORT 155 --- Appendix II. Information on consultancy fees paid to directors, supervisors, the general manager, deputy general managers, and the chairman and general manager who have retired from the securities firm or its affiliate and subsequently served as consultants to the firm. (I) Remuneration of general and independent directors: Please refer to p.21 of this annual report. (II) Remuneration of supervisors: None. (III) Remuneration of the general manager and deputy general managers: Please refer to p.22 of this annual report. (IV) Remuneration of the top five highest-paid executives of TWSE/TPEx- listed securities firm: N/A. (V) Information on retired chairman and general manager resuming service as consultant to the securities firm: None. III. Number of full-time employees in non-managerial positions, average and median salaries of full-time non-managerial employees, and the differences from the previous year: Unit: NT$ thousands | Category | Year | 2025 | 2024 | Difference amount (2025-2024) | | --- | --- | --- | --- | --- | | Number of full-time non-managerial employees (Unit: Persons) | | 1,836 | 1,675 | 161 | | Average salary of full-time, non-managerial employees | | 1,306 | 1,334 | (28) | | Median of full-time non-managerial employees' salaries | | 1,032 | 1,036 | (4) | IV. Labor relations: Please refer to pp.116 ~ 123 of this annual report. V. Implementation of the company's internal control system: Market Observation Post System > Corporate Governance > Internal Control https://mopsov.twse.com.tw/mops/web/t06sg20 VI. Information security management: Please refer to pp.123 ~ 126 of this annual report CAPITAL | 2025 ANNUAL REPORT --- Appendix ## II $\cdot$ Financial Summary I. Financial analysis for the past five years: | Year Analysis Item(Note 2) | Financial analysis for the past five years (Note 1) | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | | Financial structure (%) | Debt-to-asset ratio | | 76.08 | 75.75 | 80.02 | 83.34 | 84.49 | | | Long-term Fund to property, Plant and Equipment | | 1,732.69 | 1,778.63 | 1,720.73 | 2,026.19 | 2,493.41 | | Solvency (%) | Current ratio | | 115.24 | 110.77 | 108.19 | 108.27 | 108.76 | | | Quick ratio | | 115.22 | 110.73 | 108.11 | 108.24 | 108.74 | | Profitability | Return on assets (%) | | 3.71 | 0.54 | 2.37 | 2.15 | 2.09 | | | Return on equity (%) | | 14.07 | 2.26 | 10.87 | 11.84 | 13.06 | | | As a percentage of paid-in capital (%) | Operating income | 22.46 | 0.29 | 12.73 | 17.48 | 21.20 | | | | Income before tax | 27.19 | 6.12 | 20.28 | 26.64 | 30.02 | | | Net profit margin (%) | | 47.99 | 14.89 | 38.96 | 33.42 | 34.79 | | | Earnings per share (NT$) | | 2.42 | 0.39 | 1.90 | 2.25 | 2.64 | | Cash flow (%) | Cash flow ratio | | - | 12.67 | - | - | - | | | Cash flow adequacy ratio | | 127.37 | 218.95 | 149.38 | 126.33 | 101.59 | | | Cash reinvestment ratio | | - | 26.73 | - | - | - | | Rates of other special Requirements (%) | Total liabilities to equity ratio | | 318.01 | 312.40 | 400.59 | 500.36 | 544.93 | | | Ratio of property and equipment to total assets | | 1.97 | 2.05 | 1.70 | 1.32 | 1.06 | | | Total underwriting as a percentage of net current assets | | 0.51 | 1.00 | 0.31 | 2.54 | 1.33 | | | Total financing as a percentage of net worth | | 53.99 | 32.95 | 41.55 | 52.37 | 51.09 | | | Ratio of total financing and securities loans to net worth | | 60.05 | 45.34 | 56.18 | 129.68 | 122.07 | CAPITAL | 2025 ANNUAL REPORT --- Appendix | Analysis Item(Note 2) | Year | Financial analysis for the past five years (Note 1) | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Rates of other special Requirements (%) | Ratio of the total amount of borrowed securities pursuant to Subparagraphs 5 to 7, Paragraph 1, Article 22 of the Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, as a percentage of net worth | 19.80 | 16.35 | 15.45 | 17.88 | 17.24 | | | Total amount of securities borrowed pursuant to Subparagraphs 5 to 7, Paragraph 1, Article 22 of the Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, plus the total amount of securities borrowed under the securities lending business, as a percentage of net asset value. | 46.32 | 76.36 | 88.97 | 116.01 | 132.34 | Reasons for changes in financial ratios for the past two years (changes reaching 20 %): (1) The increase in the long-term fund to property, plant and equipment compared to the previous period was primarily attributable to a rise in long-term borrowings in the period. (2) The increase in operating profit as a percentage of paid-in capital compared to the previous period was primarily attributable to a higher operating profit in the period. (3) The decrease in total underwriting as a percentage of net current assets compared to the previous period was primarily attributable to lower securities underwriting volume in the period. (4) The increase in total amount of short sales and securities borrowed pursuant to Subparagraphs 5 to 7, Paragraph 1, Article 22 of the Regulations Governing the Conduct of Securities Trading Margin Purchase and Short Sale Operations by Securities Firms, plus the ratio of total securities lending to net asset value, from the previous period was primarily attributable to a rise in the amount of securities lent. (5) The decrease in the ratio of total underwriting amount to current assets compared to the previous period, was due to a decrease in marketable securities underwritten this period. 158 CAPITAL | 2025 ANNUAL REPORT --- Appendix Note 1: The above financial information is based on the individual financial statements and has been audited and certified by CPAs. Note 2: The formulas for the analysis items are as follows: 1. Financial structure (1) Debt-to-asset ratio = Total liabilities / total assets. (2) Ratio of long-term funds to property, plant, and equipment = (Total equity + non-current liabilities) / Net property, plant, and equipment. 2. Solvency (1) Current ratio = Current assets / current liabilities. (2) Quick ratio = (Current assets - prepaid expenses) / current liabilities. 3. Profitability (1) Return on assets = Net income / average total assets. (2) Return on equity = Net income / average total equity. (3) Net profit margin = Net income / revenue. (4) EPS = (Profit and loss attributable to owners of parent company - dividends from preferred shares) / weighted average number of outstanding shares. 4. Cash flow (1) Cash flow ratio = Net cash flow from operating activities / current liabilities. (2) Cash flow adequacy ratio = Net cash flow from operating activities for the past five years / (capital expenditures + cash dividends) for the past five years. (3) Cash reinvestment ratio = (Net cash flow from operating activities - cash dividends) / (gross of property, plant and equipment + long-term investment + other non-current assets + operating funds). 5. Special requirement ratios: (1) Ratio of total liabilities to net worth = Total liabilities / Shareholders' equity. (2) Ratio of property, plant, and equipment to total assets = Total property, plant, and equipment / Total assets. (3) Total underwriting as a percentage of net current assets = Total value of underwritten securities / (current assets - current liabilities). (4) Total financing as a percentage of net worth = Total financing / Total equity. (5) Ratio of total financing and securities loans to net worth = (total financing + total securities margin loans) / total equity. (6) Ratio of short sales plus the total amount of securities lent under Subparagraphs 5-7, Paragraph 1, Article 22 of the Regulations Governing Securities Firms' Margin Purchase and Short Sale Operations = (Total short sale amount + total amount of securities lent to securities firms or securities finance companies for securities lending business, securities lent through the stock exchange's securities lending system, and securities lent for participation in repurchase or negotiated lending) / Total equity (7) Ratio of short sales and securities lent under Subparagraphs 5-7, Paragraph 1, Article 22 of the Regulations Governing Securities Firms' Margin Purchase and Short Sale Operations, plus securities lent under the securities lending business, to total equity = (Total short sale amount + total amount of securities lent to securities firms or securities finance companies for securities lending business + total amount of securities lent through the Taiwan Stock Exchange's securities borrowing and lending system + total amount of securities lent for securities lending business) / Total equity III. Review and Analysis of Financial Position and Financial Performance and Risks: Please refer to pp.132 ~ 148 of this annual report. IV. Information on CPAs: Please refer to p.93 of this annual report. V. 2025 greenhouse gas assertion assurance report: Please refer to pages pp.160 ~ 163 of the annual report. CAPITAL | 2025 ANNUAL REPORT --- Appendix KPMG 釜侯建業群合作計算學合作 KPMG 台北市110615售義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 電話 Tel +886 2 8101 6666 傳真 Fax +886 2 8101 6667 網址 Web kpmg.com/tw # Independent Limited Assurance Report on Greenhouse Gas (GHG) Statement ## To Capital Securities Corporation : We were engaged by Capital Securities Corporation (“Capital Securities”) to provide a limited assurance engagement for the category 1 direct emissions, the category 2 energy indirect emissions, the category 4 indirect emissions from products used by an organization (emissions from fuel and energy related activities and emissions from the disposal of solid and liquid waste), and the category 5 Indirect emissions associated with the use of products from the organization (emissions from investments) of the accompanying GHG statement of Capital Securities for the year ended December 31, 2025, comprising the Emissions Inventory. ## Capital Securities’ Responsibility for the GHG Statement Capital Securities is responsible for the preparation of the GHG statement in accordance with “Greenhouse gases - Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals” (hereafter “ISO 14064-1:2018”) to the GHG statement. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of a GHG statement that is free from material misstatement, whether due to fraud or error. As discussed in the GHG statement, GHG quantification is subject to inherent uncertainty because of incomplete scientific knowledge used to determine emissions factors and the values needed to combine emissions of different gases. ## Our Independence and Standards on Quality Management We have complied with the independence and other ethical requirements of the Code of Professional Ethics for Certified Public Accountant in the Republic of China, which is founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behavior. In addition, we applied Standards on Quality Management. Accordingly, we maintained a comprehensive system of quality management, including documented policies and procedures regarding compliance with ethical requirements and professional standards as well as applicable legal and regulatory requirements. 160 CAPITAL | 2025 ANNUAL REPORT --- # Our Responsibility Lemuel A. Cuevas United assurance for the category 1, the category 2, the category 4, and the category 5 Our responsibility is to express a limited assurance conclusion on the GHG statement based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with the Standard on Assurance Engagements TWSAE3410 (“Assurance Engagements on Greenhouse Gas Statements”), issued by the Accounting Research and Development Foundation in Taiwan. That standard requires that we plan and perform this engagement to obtain limited assurance about whether the GHG statement is free from material misstatement. A limited assurance engagement undertaken in accordance with TWSAE 3410 involves assessing the suitability in the circumstances of Capital Securities' use of ISO 14064-1:2018 as the basis for the preparation of the GHG statement, assessing the risks of material misstatement of the GHG statement whether due to fraud or error, responding to the assessed risks as necessary in the circumstances, and evaluating the overall presentation of the GHG statement. A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks. The procedures we performed were based on our professional judgment and included inquiries, observation of processes performed, inspection of documents, analytical procedures, evaluating the appropriateness of quantification methods and reporting policies, and agreeing or reconciling with underlying records. Given the circumstances of the engagement, in performing the procedures listed above we: Through inquiries, obtained an understanding of Capital Securities' control environment and information systems relevant to emissions quantification and reporting, but did not evaluate the design of particular control activities, obtain evidence about their implementation or test their operating effectiveness.Evaluated whether Capital Securities' methods for developing estimates are appropriate and had been consistently applied. However, our procedures did not include testing the data on which the estimates are based or separately developing our own estimates against which to evaluate Capital Securities' estimates.Undertook site visits at one site to assess the completeness of the emissions sources, data collection methods, source data and relevant assumptions applicable to the sites. The sites selected for testing were chosen taking into consideration their emissions in relation to total emissions, emissions sources, and sites selected in prior periods. Our procedures did not include testing information systems to collect and aggregate facility data, or the controls at these sites. The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion about whether Capital Securities' GHG statement has been prepared, in all material respects, in accordance with the ISO 14064-1:2018 to the GHG statement. --- Appendix # KPMG ## Opinion Limited Assurance opinion for the category 1, the category 2, the category 4, and the category 5 Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that Capital Securities’ GHG statement for the year ended December 31, 2025 is not prepared, in all material respects, in accordance with the ISO 14064-1:2018 applied as explained in the Annex 1. ## Other Matters We shall not be responsible for any further changes on the Underlying Subject Matter or its applicable reporting criteria, nor be responsible for reconducting any assurance work after the issuance date of assurance report. The engagement partner on the assurance resulting in this independent auditors’ report is Huang Yu-Ting. KPMG Taipei, Taiwan (Republic of China) March 27, 2026 ## Notes to reader The limited assurance report and the accompanying selected information are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language limited assurance report and the selected information, the Chinese version shall prevail. 162 CAPITAL | 2025 ANNUAL REPORT --- Appendix KPMG Annex 1: Assurance indicator information summary | EMISSIONS | tonnes CO₂e | | --- | --- | | Category 1: Direct GHG emissions and removals | 251.1540 | | Category 2: Indirect GHG emissions from imported energy | 4,375.5136 | | Total Category 1 and 2 | 4,626.6676 | | Category 4: Indirect GHG emissions from products used by organization | 1,053.7926 | | Emissions from fuel and energy related activities(energy and water) | 1,030.8519 | | Emissions from the disposal of solid and liquid waste | 22.9407 | | Category 5: Emissions from investments(note) | 281,405.8270 | | Total | 287,086.2872 | Note : Only equity investments and corporate bond investments in listed and OTC companies are disclosed. The book value included in the calculation represents approximately 68% of the Company’s total investment book value. CAPITAL | 2025 ANNUAL REPORT 163 --- 11 F., No. 156, Sec. 3, Minsheng E. Rd., Taipei, 10596, Taiwan, R.O.C. Tel : (02)8789-8888 /Fax : (02)8712-1219

AI assistant

CSC Annual Report 2025

52498_rns_2026-05-27_04fb2275-cbd8-43a1-bdca-94dd6710b09b.pdf

CAPITAL

2025 Annual Report

Capital Securities Corporation

ANNUAL REPORT

Spokesperson

Acting spokesperson

Addresses and telephones of Headquarters and branch offices

Stock transfer agent

Names of CPAs for the most recent fiscal year

Name of any exchanges where the Company's securities are traded offshore & the method by which to access information on said offshore securities

Company website:

002 I. Letter to Shareholders

005 II. Corporate Governance Report

096 III. Capital Raising Activities

100 IV. Business Overview

132 V. Review and Analysis of Financial Position and Financial Performance and Risks

149 VI. Special Items to Be Included

150 VII. Matters having a material impact on shareholders' equity or the prices of the company's securities

151 VIII. Addresses and Telephones of Headquarters, Branch Offices and Affiliates

155 Appendixes

I. Letter to Shareholders

The following is a summary of the Company's business operations in 2025:

Capital Securities pursues the vision of "delivering high value-added services beyond customer expectations and becoming customers' long-term growth partners." Through the collective efforts of the Company and all colleagues, we received the following awards in 2025:

IV. Space Economy 2.0

V. Reshaping the economic and trade landscape

In light of the challenges posed by changing economic and financial circumstances, we have formulated the following 2026 operational plans and business development strategies:

AI assistant

CSC — Annual Report 2025

52498_rns_2026-05-27_04fb2275-cbd8-43a1-bdca-94dd6710b09b.pdf

CAPITAL

2025 Annual Report

Capital Securities Corporation

ANNUAL REPORT

Spokesperson

Acting spokesperson

Addresses and telephones of Headquarters and branch offices

Stock transfer agent

Names of CPAs for the most recent fiscal year

Name of any exchanges where the Company's securities are traded offshore & the method by which to access information on said offshore securities

Company website:

002 I. Letter to Shareholders

005 II. Corporate Governance Report

096 III. Capital Raising Activities

100 IV. Business Overview

132 V. Review and Analysis of Financial Position and Financial Performance and Risks

149 VI. Special Items to Be Included

150 VII. Matters having a material impact on shareholders' equity or the prices of the company's securities

151 VIII. Addresses and Telephones of Headquarters, Branch Offices and Affiliates

155 Appendixes

I. Letter to Shareholders

The following is a summary of the Company's business operations in 2025:

Capital Securities pursues the vision of "delivering high value-added services beyond customer expectations and becoming customers' long-term growth partners." Through the collective efforts of the Company and all colleagues, we received the following awards in 2025:

IV. Space Economy 2.0

V. Reshaping the economic and trade landscape

In light of the challenges posed by changing economic and financial circumstances, we have formulated the following 2026 operational plans and business development strategies:

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CSC Annual Report 2025