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CSSC — Annual Report 2026
Apr 27, 2026
51944_rns_2026-04-27_53831be6-1781-412a-b591-d0df8e858e2c.pdf
Annual Report
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Stock Code: 2013
==> picture [108 x 81] intentionally omitted <==
China Steel Structure Co., Ltd.
2025 Annual Report
Printed on February 28, 2026
The Company's annual report website: www.cssc.com.tw/shareowner/index.htm TWSE Market Observation Post System: http://mops.twse.com.tw
Company Spokesperson:
Name: Wang, Yung-Chih Title: Director of the Finance Department Telephone: (07)616-8688 ext. 2100 Email: [email protected]
Acting Company Spokesperson:
Name: Lin, Jin-Tong Title: General Manager of Administration Dept. Telephone: (07)616-8688 ext. 2300 Email: [email protected]
Head Office
Address: No. 500, Zhongxing Rd., Yanchao Dist., Kaohsiung City 824 Telephone: (07)616-8688 Fax: (07)616-8680 Company website: www.cssc.com.tw
Taipei Office
Address: 10F, No. 58, Sec. 3, Minquan E. Rd., Taipei City 104 Telephone: (02)2517-3611 Fax: (02)2517-1965
Guantian Factory
Address: No. 2, Gongye S. Rd., Erzhen Vil., Guantian Dist., Tainan City 720 Telephone: (06)698-6651~54 Fax: (06)698-4820
Stock Transfer Handling Agency
Name: 100 Transfer Agency Department, CTBC Bank Co., Ltd. Address: 5F, No. 83, Sec. 1, Chongqing S. Rd., Taipei City 100 Telephone: (02)6636-5566 Website: http://www.ctbcbank.com
Certified Public Accountant for the Financial Report
Name: Kuo, Lee-Yuan, CPA and Hsu, Jui-Hsuan, CPA Name of CPA Firm: Deloitte Taiwan Company address: 3F, No. 88, Chenggong 2nd Rd., Qianzhen Dist., Kaohsiung City 80661 Telephone: (07)530-1888 Website: http://www.deloitte.com.tw
Name of exchange house where overseas eligible securities are traded: None Company website:
Website: www.cssc.com.tw
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Table of Contents
| Table of Contents | ||
|---|---|---|
| A. | Letter | to Shareholders ................................................................................. 4 |
| B. | Corporate Governance Report ..................................................................... 9 | |
| I. | Information on Directors, President and Vice Presidents................. 9 | |
| II. | Remuneration to Directors, President, and Vice President in the | |
| Most Recent Year ........................................................................... 20 | ||
| III. | Implementation of Corporate Governance ..................................... 25 | |
| IV. | Information on Fees to CPA......................................................... 123 | |
| V. | Information on Change of CPA ................................................... 124 | |
| VI. | Company’s Chairman, President, Financial or Accounting Affairs | |
| Manager who has Served in the Certifying CPA Firm or its | ||
| Affiliates in the Most Recent Year ............................................... 125 | ||
| VII. | For the most recent year and as of the printing date of the annual | |
| report, Shareholders’ equity transfer or changes in equity pledge | ||
| by Directors or managers with over 10% shareholding of the | ||
| Company ...................................................................................... 125 | ||
| VIII. | Information on spousal relationships or familial relationships | |
| within the second degree of kinship between the top 10 | ||
| Shareholders ................................................................................ 128 | ||
| IX. | Total shareholding percentage ..................................................... 129 | |
| C. | Fundraising Conditions ........................................................................... 130 | |
| I. | Capital and Shares ....................................................................... 130 | |
| II. | Issuance of Corporate Bonds ....................................................... 135 | |
| III. | Issuance of Preferred Stocks ........................................................ 135 | |
| IV. | Issuance of Global Depositary Receipts (GDR) .......................... 135 | |
| V. | Exercise of Employee Stock Option Plan (ESOP) ....................... 135 | |
| VI. | Employees' Restricted Stocks ...................................................... 136 | |
| VII. | Mergers, Acquisitions or Issuance of New Shares for Acquisition | |
| of Shares of Other Companies ..................................................... 136 | ||
| VIII. | Capital Utilization Plan and Its Implementation .......................... 136 | |
| D. | Business Overview .................................................................................. 137 | |
| I. | Business Activities ....................................................................... 137 | |
| II. | Market, Production and Sales ...................................................... 149 | |
| III. | Employees.................................................................................... 156 |
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| IV. | Environmental Management Measures and Environmental | |
|---|---|---|
| Protection Expenditures ............................................................... 157 | ||
| V. | Protection Measures for Work Environment and Employees' | |
| Personal Safety ............................................................................ 160 | ||
| VI. | Labor Relations ............................................................................ 165 | |
| VII. | Information Security Management .............................................. 181 | |
| VIII. | Important Contracts ..................................................................... 187 | |
| E. | Review, Analysis, and Risks of Financial Conditions and Performance . 192 | |
| I. | Financial Conditions .................................................................... 192 | |
| II. | Financial performance ................................................................. 193 | |
| III. | Cash Flow .................................................................................... 194 | |
| IV. | Effect of Major Capital Expenditures on Financial Position and | |
| Business Operation in the Most Recent Year: .............................. 194 | ||
| V. | Investment Policy in the Most Recent Year, Profit/Loss Analysis, | |
| Improvement Plan, and Investment Plan for the Coming Year .... 195 | ||
| VI. | Risk Items Assessment................................................................. 195 | |
| VII. | Other Critical Matters .................................................................. 202 | |
| F. | Special Notes .......................................................................................... 203 | |
| I. | Profiles of Affiliates ..................................................................... 203 | |
| II. | Private placement of securities in the most recent year and as of | |
| the date of publication of the annual report ................................. 203 | ||
| III. | Other Necessary Supplemental Information ................................ 203 | |
| G. | Incidents with Material Impact on Shareholder’s Equity or Securities Price | |
| Specified in Article 36, Paragraph 3, Subparagraph 2 of the Securities and | ||
| Exchange Act for the recent year up to the publication date of this annual | ||
| report | ....................................................................................................... 204 |
Note: This Annual Report is formulated in accordance with the “Regulations Governing Information to be Published in Annual Reports of Public Companies” of the Securities and Futures Bureau of the Financial Supervisory Commission.
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A. Letter to Shareholders
Dear Shareholders,
We wish to start by expressing my gratitude for the support and encouragement of all shareholders. The steel structure production and installation and steel product trade of China Steel Structure Co., Ltd (CSSC) account for approximately 71% of its consolidated revenue. The steel structure business is mainly divided into plant steel structures, building steel structures, and other steel structures. In terms of plant steel structures, we mainly undertake business for electronic plants and raw material storage steel structures, while for building steel structures, we mainly deal with commercial buildings and high-end luxury homes. Some projects were deferred to this year due to reasons attributed to owners, so this year, operations will focus on matching owners' expected construction schedule. In terms of the steel product trade, business revenue declined due to factors such as the economic recession in mainland China and the sluggish real estate market. In view of the above, this Report will provide an analysis of China Steel Structure, and its business performance in 2025 is reported as follows:
I. 2025 Annual Business and Financial Report
(I) Budget Implementation
Unit: thousand NTD
| Item | Actual | Annual Budgets |
|
|---|---|---|---|
| Implementation | |||
| Annual | |||
| Rate (%) | |||
| Figures | |||
| Operating revenue | 20,948,280 | 18,200,000 | 115.10% |
| Operating costs | 19,963,338 | 17,248,008 | 115.74% |
| Gross profit | 984,942 | 951,992 | 103.46% |
| Operating expenses | 384,352 | 351,210 | 109.44% |
| Net operating profit | 600,590 | 600,782 | 99.97% |
| Non-operating profit and loss | 108,179 | (4,290) | 2,621.66% |
| Netprofit before tax | 708,769 | 596,492 | 118.82% |
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(II) Analysis of financial revenues/expenditures and Profitability
The operating income in 2025 was NT$20.948 billion, an increase of NT$1.253 billion, or around 6%, compared with the operating income of NT$19.695 billion in 2024. The net operating profit in 2025 was NT$601 million, which was a decrease of NT$99 million, or around 14%, from the net operating profit of NT$700 million in 2024. The net profit before tax in 2025 was NT$709 million, an increase of NT$58 million, or around 9%, from the net profit before tax of NT$651 million in 2024.
(III) Research and Development
-
Research and development results in recent years:
-
(1) National Center for Research on Earthquake Engineering - Phase 3 R&D on the automated welding of the internal separation plate of BOX
-
(2) Development of digital offset waveform process for waveformcontrolled submerged arc welder.
-
(3) Development of fillet welding process for vertical welding position of collaborative robotic arm.
-
Projects currently underway:
-
(1) National Center for Research on Earthquake Engineering – Phase I R&D on the advancement and application of automated welding technology for BOX internal separation plates.
-
(2) Development of weld bead visual recognition technology.
-
(3) BCR/BCP automated welding procedures setup.
II. Summary of 2026 Business Plan
For the Company’s 2026 production and sales plan, in the steel structure business, although demand in the residential building market remains relatively cautious due to the central bank’s tightening of real estate credit policies, the ongoing development of AI applications continues to drive growth in high-performance computing and related industries. This has supported sustained investment and expansion in high-tech facilities. In addition, large-scale investment projects have driven the development of Grade A office buildings. As a result, order visibility has extended through the
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end of 2026. However, as inflationary pressures and labor shortages in the construction market have yet to ease, the Company will continue to closely monitor trends in raw material prices and labor costs to mitigate the risks arising from rising steel structure costs. In addition, we will continue to introduce human–machine collaboration and optimize production processes to enhance operational efficiency, conserve energy, reduce waste, and lower costs.
In terms of the steel product trade, the lingering influence of sluggish domestic and international markets and trade barrier policies add to market uncertainty and directly impact export-oriented economies. Going forward, The Company will focus on expanding steel sales, developing new customers, diversifying product categories, and managing transaction risks.
Based on the status of purchase orders and economic forecasts, the Company expects to produce 140 thousand tons of steel structure and trade 85 thousand tons of steel products.
III. Future Development Strategies
The Company has established the following future development strategies and actions plans to respond to future changes and challenges in the market:
-
(I) Enhance the strategic management of business owners and products
-
Monitor and capture business opportunities in high-value construction projects, high-tech facilities, and major investment projects.
-
Actively develop regional business opportunities with new customers, new products, and new markets, and enhance product visibility.
-
Combine the Group's resources to provide better quality steel and develop products with high added value.
-
(II) Improve processes and equipment, reduce operating costs, and enhance production capacity and efficiency
-
Continual improvement and modification of existing production processes to boost proprietary production capacity.
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-
Increase steel structure engineering design and automation capabilities.
-
R&D and innovation.
(III) Continue to Lower Costs
-
Continuing to advance cost reduction initiatives.
-
Procurement and contracting budget control.
-
Reduce the cost of materials.
IV. Influence from External Competition, Regulations and Overall Business Environment
(I) External Competition
Affected by central bank policies, demand in the residential building market has remained cautious. However, the development of AI applications has driven growth in demand for high-performance computing and related industries, while continued investment in and expansion of high-tech facilities, together with large-scale investment projects promoting the development of Grade A office buildings, have sustained steady demand in the steel structure market. In response to this external competitive environment, the Company is not only actively reducing costs and enhancing quality internally, but has also identified the following target markets:
-
Maintain annual order targets and continue to expand in-house production capacity.
-
Continue to maintain good cooperative relations with customers and pursue projects with better profits.
-
Orders with price adjustment clauses.
(II) Regulatory Environment
The Company has manufacturing plants and is considered a part of the manufacturing industry, but is not considered as a high energyconsuming industry. Therefore, the Company must comply with related regulations for the general manufacturing industry, and the impact of amendments in energy laws or other regulations would be insignificant. However, as the nature of the Company's business is closely associated
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with the construction industry, its operations will be affected by construction regulations.
(III) Overall Business Environment
In recent years, there have been multiple natural disasters such as earthquakes and mudslides that caused the collapse of houses and damage to bridges. Steel structures offer the advantages of earthquake resistance and disaster prevention, which makes them an indispensable dominant choice at the vanguard of earthquake-resistant structural design. In addition, as a green building material that can be recycled and reused after being dismantled, steel structures' environmental advantage meets the sustainability requirements of ESG. It is predicted that in the future, steel structures will overtake the construction market and increase in number year by year. Additionally, the expansion of private demand and investment in engineering projects will further drive the application and promotion of steel structures in the construction market. However, amid significant volatility in steel prices driven by international market trends, as well as rising wages and other costs due to labor shortages, the Company must remain highly vigilant and exercise prudent management.
This concludes our summarized report on the 2025 business and financial conditions and the business plan for this year (2026). We hope that with the support and assistance of all shareholders and the guidance and supervision of the Directors, all employees will work hard together to achieve our goals.
Lastly, I would like to wish all our shareholders health and prosperity.
Chairman of the Board Chen, Jui-Teng
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Accounting Officer Wang, Yung-Chih
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B. Corporate Governance Report
I. Information on Directors, President and Vice Presidents
(I) Director
- Director Information (I)
Baseline date: February 28, 2026
| Gd | Dt Eltd | Term | Dt fit | Shares held | Shares held | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares held when | Shares currently held | by spouse | ||||||||||
| elected | and underage | |||||||||||
| Nationality | children |
|||||||||||
| Title | or place of registration |
Name | ener Age |
ae ece (Appointed) |
ae rs elected |
Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
|
| Chairman of the Board |
Republic of China |
China Steel Corporation | - | 2023 May 31 |
3 years | 1978 February 24 |
66,487,844 |
33.24 | 66,487,844 | 33.24 | - | - |
| Republic of China |
Representative: Chen, Jui-Teng |
Male 63 |
2023 May 31 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Director | Republic of China |
China Steel Corporation | - | 2023 May 31 |
3 years | 1978 February 24 |
66,487,844 |
33.24 | 66,487,844 | 33.24 | - | - |
| Republic of China |
Representative: Huang, Yuan-Chang |
Male 55 |
2023 December 1 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Director | Republic of China |
China Steel Corporation | - | 2023 May 31 |
3 years | 1978 February 24 |
66,487,844 |
33.24 | 66,487,844 | 33.24 | - | - |
| Republic of China |
Representative: Jeng, Jih-Jau |
Male 64 |
2024 September 10 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Director | Japan | IHI Corporation | - | 2023 May 31 |
3 years | 2013 June 18 |
11,061,690 |
5.53 | 11,061,690 | 5.53 | - | - |
| Republic of China |
Representative: Lin, Tao-Peng |
Male 71 |
2023 May 31 |
9,311 |
0.00 | 9,311 | 0.00 | 0 | 0.00 | |||
| Director | Republic of China |
Great Grandeul Steel Co., Ltd. |
- | 2023 May 31 |
3 years | 2008 June 19 |
3,899,000 |
1.95 | 3,899,000 | 1.95 | - | - |
| Republic of China |
Representative: Kuo, Chih-Hao |
Male 43 |
2023 May 31 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Director | Republic of China |
China Steel Chemical Corporation |
- | 2023 May 31 |
3 years | 1999 June 15 |
600,069 |
0.30 | 600,069 | 0.30 | - | - |
| Republic of China |
Representative: Fang, Ming-Dar |
Male 64 |
2024 December 31 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Director | Republic of China |
Dragon Steel Corporation | - | 2023 May 31 |
3 years | 2014 June 13 |
4,217,000 |
2.11 | 4,217,000 | 2.11 | - | - |
| Republic of China |
Representative: Liang, Nai-Wen |
Male 57 |
2026 January 31 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Director | Republic of China |
Grace Investment Co., Ltd. | - | 2023 May 31 |
3 years | 2017 June 21 |
496,000 |
0.25 | 496,000 | 0.25 | - | - |
| Republic of China |
Representative: Chen, Che-Sheng |
Male 59 |
2023 May 31 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 | |||
| Independent Director |
Republic of China |
Lee, Hsiu-Ling | Female 59 |
2023 May 31 |
3 years | 2017 June 21 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 |
| Independent Director |
Republic of China |
Lee, Hwa-Teng | Male 72 |
2023 May 31 |
3 years | 2017 June 21 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 |
| Independent Director |
Republic of China |
Lo, Wei | Male 71 |
2023 May 31 |
3 years | 2017 June 21 |
0 |
0.00 | 0 | 0.00 | 0 | 0.00 |
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| Spouse or rela | Spouse or rela | tives of | |||||
|---|---|---|---|---|---|---|---|
| Shareholding | second degree |
or closer |
|||||
| by nominee | acting as Dir | ectors, | |||||
| arrangement | Supervisors, o | r other | |||||
| department | heads | ||||||
| Education and work experience | Concurrent duties in the company and in other companies | Remarks | |||||
| Number of Shares |
Shareholding Ratio |
Title | Name | Relationship | |||
| - | - | Master of Industrial Engineering and Management, National Chiao Tung University |
Director, CHC Resources Corporation Director, United Steel Engineering & Construction Corp. Chairman, Nikken & CSSC Metal Products Co., Ltd. |
- | - | - | |
| - | - | Master of Civil Engineering, National Central University |
Chairman, United Steel Engineering & Construction Corp., Director, Pro-Ascentek Investment Corporation, Director, Kaohsiung Rapid Transit Corporation, Director, Overseas Investment & Development Corp., Director, China Prosperity Development Corporation |
- | - | - | |
| - | - | PhD in Mining Engineering, Clausthal University of Technology (Germany) |
Executive Vice President, China Steel Corporation; Director, Dragon Steel Corporation, Director, China Steel Express Corporation; Director, Gains Investment Corporation, Chairman, Transglory Investment Corporation, Director, Formosa Ha Tinh (Cayman) Limited, Director, Formosa Ha Tinh Steel Corporation |
- | - | - | |
| - | - | Department of Electrical Engineering, National Taiwan University |
Consultant, IHI Taiwan Corporation | - | - | - | |
| - | - | PhD in Electrical Engineering, University of Michigan (United States) |
Special Assistant to Chairman, Great Grandeul Steel Co., Ltd., Director, Great Fortune Steel Co., Ltd., Director, C. Hao Corporation, Director, Great Grandeul Property Management Co., Ltd. |
- | - | - | |
| - | - | PhD in Chemical and Materials Engineering, National Kaohsiung University of Science and Technology |
President, China Steel Chemical Corporation, Chairman, Ever Wealthy International Corporation, Chairman, Changzhou China Steel New Materials Technology Co., Ltd. |
- | - | - | |
| - | - | Master of Materials Science and Engineering, National Cheng Kung University |
Chairman and CEO, Dragon Steel Corporation | - | - | - | |
| - | - | Ph.D. in Material Science, Tokyo University |
Chairman, Berlin Co., Ltd., Chairman, Aon Inc., Independent Director, Ikka Holdings (Cayman) Ltd., Director, Pro-Ascentek Investment Corporation |
- | - | - | |
| - | - | PhD in Business Administration, University of Minnesota (United States) |
Retired Assistant Professor, Department of Accounting, I-Shou University |
- | - | - | |
| - | - | PhD in Engineering, RWTH Aachen University (Germany) |
Retired Professor, Department of Mechanical Engineering, National Cheng Kung University |
- | - | - | |
| - | - | PhD in Construction Management, Northwestern University (United States) |
Review committee of Complaint Review Board of Government Procurement, Public Construction Commission, Executive Yuan |
- | - | - |
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-
Director Information (II)
-
(1) Disclosure of information on directors' professional qualifications and independent directors' independence:
| Criteria Name |
Number of | ||
|---|---|---|---|
| companies the | |||
person serves |
|||
| Professional qualifications and experiences | Independence status | ||
| as an | |||
| independent | |||
| director | |||
| Chairman of the Board Chen, Jui-Teng |
Master of Industrial Engineering and Management, National Chiao Tung University. Served as Vice President of the Engineering Division of China Steel Corporation, President of CSSC, Chairman of the USEC, and President and Director of the Finance Division of Kaohsiung Rapid Transit Corporation. Has professional experience in construction, finances, and management. Does not meet the criteria listed in anySections of Article 30 of the CompanyAct. |
- | 0 |
| Director Huang, Yuan- Chang |
Master of Civil Engineering, National Central University. Served as President of CSSC, Director of the Equipment Division of China Steel Corporation, and Chairman of USEC. Has professional experience in construction and machinery. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
- | 0 |
| Director Jeng, Jih-Jau |
PhD in Mining Engineering, Clausthal University of Technology (Germany). Served as Executive Vice President of CSSC and Vice President of the Technology Division of China Steel Corporation. Has professional experience in steel and technology. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
- | 0 |
| Director Lin, Tao-Peng |
Bachelor's Degree in the Department of Electrical Engineering, National Taiwan University. Served as Consultant and Chairman of IHI Taiwan. Has professional experience in electrical engineering and mechanics. Does not meet the criteria listed in anySections of Article 30 of the CompanyAct. |
- | 0 |
| Director Kuo, Chih-Hao |
PhD in Electrical Engineering, University of Michigan (United States). Served as Special Assistant to Chairman, Great Grandeul Steel Co., Ltd. Has professional experience in steel. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
- | 0 |
| Director Fang, Ming-Dar |
PhD in Materials Engineering, National Kaohsiung University of Science and Technology. Served as President of China Steel Chemical Corporation. Has professional experience in materials science. Does not meet the criteria listed in any Sections of Article 30 of the Company Act. |
- | 0 |
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| Criteria Name |
Number of companies the person serves as an independent director |
||
|---|---|---|---|
| Professional qualifications and experiences | Independence status | ||
| Director Liang, Nai-Wen |
Master of Materials Science and Engineering, National Cheng Kung University. Served as Chairman and President of Dragon Steel Corporation and Assistant Vice President of the Production Division of China Steel Corporation. Has professional experience in steel. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
- | 0 |
| Director Chen, Che- Sheng |
PhD in Materials Engineering, Tokyo University. Served as Chairman and President of Berlin Co., Ltd. Has professional experiences in materials. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
- | 1 |
| Independent Director Lee, Hsiu-Ling |
PhD in Business Administration, University of Minnesota (United States). Served as Assistant Professor, Department of Accounting, I-Shou University and Senior Accounting Advisor, United Nexus Law Office. Has professional experiences in accounting and is a certified public accountant in the Republic of China and Maryland, United States. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
1. Oneself, one's spouse, underage children or relatives of second degree or closer not acting as directors, supervisors, or employees of the Company or its affiliates. 2. Not a natural-person shareholder whose shareholding, together with those of his/her spouse, underage children, and shares held under others' names, exceed 1% of the total number of outstanding shares of the Company, or ranks the person in the top ten shareholders of the Company. 3. Not acting as directors, supervisors, or employees of companies that have specific relationships with the Company. 4. Not having received remuneration for providing the Company or its affiliates with commercial, legal, financial, accounting and other services in the past 2 years. |
0 |
| Independent Director Lee, Hwa-Teng |
PhD in Engineering, RWTH Aachen University (Germany). Served as Professor, Department of Mechanical Engineering, National Cheng Kung University and Technology Advisor, Ying Ming Industry Co., Ltd. Has professional experiences in mechanics. Does not meet the criteria listed in any Sections of Article 30 of the CompanyAct. |
0 | |
| Independent Director Lo, Wei |
PhD in Construction Management, Northwestern University (United States). Served as Professor, Department of Construction Engineering, National Kaohsiung First University of Science and Technology, and section chief of BES Engineering Inc. Has professional experiences in construction. Does not meet the criteria listed in any Sections of Article 30 of the Company Act. |
0 |
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-
(2) Diversification and independence of the Board of Directors:
-
① Diversification of the Board of Directors:
The Company considers diversity in the composition of the Board of Directors. The Company has established standard policies for the diversification of Board members in the Rules Governing the Election of Directors and the Corporate Governance Best Practice Principles. The Company has developed an adequate diversification policy based on the operations, mode of operation, and development requirements of the Board of Directors. The following two categories were adopted as standards:
-
Basic qualifications and value: Gender, age, nationality, and culture.
-
Professional knowledge and skills: Professional background (e.g., accounting, business sector, or finance), professional skills or industry experience.
The Company's current Board of Directors includes 11 Directors. To attain gender equality, the Company established the goal of having at least one female member in the Board. For the realization of the goal, in 2017, 1 female member was added to the Company's Board of Directors and female Directors account of 9% of all Directors. All of the Directors have the nationality of the Republic of China. The age of the Directors is between 44 and 73 years old and the average age is 62. The industrial experiences and professional abilities of the Directors encompass: Construction, machinery, materials, economics, management, and accounting. The Company fully implements its goal for the diversity of Board members which helps support the Company's future production, management, technology development, replacement of old equipment, and development of a high-value industry.
When the Company elected its 16th-term Board of Directors in 2023, one female director was included. Currently, female directors account for 9% of the Board. Taking into consideration the need for diversified professional expertise and backgrounds aligned with the Company’s future development, as well as the fact that industry professionals with relevant operational experience are predominantly male, the pool of qualified female candidates remains relatively limited.
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As a result, female representation on the Board has not yet reached onethird. To enhance gender diversity, the Company has set a target of increasing the proportion of female directors to more than one-third and plans to gradually increase female Board representation in future elections to achieve this goal.
| Core of Diversification Name of Director |
Basic Composition | Basic Composition | Basic Composition | Basic Composition | Basic Composition | Industrial |
Industrial |
Industrial |
Professional Abilities | Professional Abilities | Professional Abilities | Professional Abilities | Professional Abilities | Professional Abilities | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Experiences | |||||||||||||||||
| Gender | Nationality | Working as an employee | Term of Independent Director |
Steel | Construction and engineering | Machinery and materials | Business management | Leadership and decision |
ki Industry knowledge |
Financial accounting | Marketing | Technology | |||||
| Age | |||||||||||||||||
| 50 and under | 51 to 65 | 65 and above | 3 years or less | 3 to 6 years | |||||||||||||
| Chairman of the Board Chen, Jui-Teng |
Male | Republic of China |
V | V | V | V | V | V | V | V | |||||||
| Director Huang, Yuan- Chang |
Male | Republic of China |
V | V | V | V | V | V | V | V | V | ||||||
| Director Jeng, Jih-Jau |
Male | Republic of China |
V | V | V | V | V | V | V | ||||||||
| Director Lin, Tao-Peng |
Male | Republic of China |
V | V | V | V | V | V | V | V | |||||||
| Director Liang, Nai-Wen |
Male | Republic of China |
V | V | V | V | V | V | V | ||||||||
| Director Kuo, Chih-Hao |
Male | Republic of China |
V | V | V | V | V | V | V | V | |||||||
| Director Chen, Che-Sheng |
Male | Republic of China |
V | V | V | V | V | V | V | V | |||||||
| Director Fang, Ming-Dar |
Male | Republic of China |
V | V | V | V | V | V | |||||||||
| Independent Director Lee, Hsiu-Ling |
Female | Republic of China |
V | V | V | ||||||||||||
| Independent Director Lee, Hwa-Teng |
Male | Republic of China |
V | V | V | V | V | ||||||||||
| Independent Director Lo, Wei |
Male | Republic of China |
V | V | V | V | V |
- 14 -
② Independence of the Board of Directors:
The Company’s 16th Board of Directors consists of 11 members (including 3 Independent Directors). Independent Directors account for 27.27% of all of the directors. The qualifications for the Independent Directors of the Company are pursuant to Articles 2, 3, and 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.
None of the 11 directors of the Company meets the criteria under Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. None of the directors is a natural-person shareholder whose shareholding, together with those of his/her spouse, underage children, and shares held under others' names, exceed 1% of the total number of outstanding shares of the Company, or ranks the person in the top ten shareholders of the Company. There is no spousal relationship or kinship within the second degree between directors.
- Major shareholders of institutional director
December 31, 2025
| Name of Legal Entity | Major Shareholders of Corporate Shareholders |
|---|---|
| China Steel Corporation | Ministry of Economic Affairs (MOEA) (20.00%), Employee’s Stock Trust of China Steel Corporation under the custody of Mega International Commercial Bank Co., Ltd. (2.61%), Transglory Investment Corporation (1.63%), Chunghwa Post Co., Ltd. (1.20%), Winning Investment Corporation (1.02%), Yuanta Taiwan Top 50 Securities Investment Trust Fund – Designated Account (1.01%), Vanguard Total International Stock Index Fund under the custody of JP Morgan Chase Bank N.A. Taipei Branch (0.95%), Vanguard Emerging Markets Stock Index Fund under the custody of JP Morgan Chase Bank N.A. Taipei Branch (0.91%), Taiwan Life Insurance Co., Ltd. (0.78%), New Labor Pension Fund(0.96%) |
| IHI Corporation | Nippon Master Trust Bank Co., Ltd. (Trust) (16.06%), Nippon Custody Bank Co., Ltd. (Trust) (6.08%), JP Morgan Chase Bank (4.39%), State Street Bank and Trust Company (2.36%), State Street Bank West CLIENT-TREATY (2.07%), Dai-ichi Life Insurance Co., Ltd. (1.80%), IHI Kyoei-kai (1.70%), JP Morgan Securities Co., Ltd. (1.58%), IHI Employee Holding Co., Ltd. (1.53%), Mizuho Trust Bank Co., Ltd. Retirement Benefit Trust Mizuho Bank (Re-trustee Co., Ltd. Nippon Custody Bank) (1.42%) |
- 15 -
| Name of Legal Entity | Major Shareholders of Corporate Shareholders |
|---|---|
| Great Grandeul Steel Co., Ltd. |
Yung-Cheng Kuo (15.36%), Chen-Kuei Kuo Yen (13.20%), Yu- Lun Kuo (13.10%), Kuo, Chih-Hao (11.10%), C. Hao Corporation(47.24%) |
| China Steel Chemical Corporation |
China Steel Corporation (29.04%), International CSRC Investment Holdings Co., Ltd. (4.96%), Ever Wealthy International Corporation (2.01%), C.C.T. Investment Co., Ltd. (1.46%), KGI Life Insurance Co., Ltd. (1.32%), Hsin Yang Investment Co., Ltd. (1.14%), Dedicated account under the custody of Mega International Commercial Bank – China Steel Chemical Corporation (0.93%), Chang Gung Medical Foundation (0.93%), Vanguard Total International Stock Index Fund Investment Account(0.96%), Huei-PingYen(0.86%) |
| Dragon Steel Corporation | China Steel Corporation(100%) |
| Grace Investment Co., Ltd. | Chung-Chi Chen (25%), Chung-Sheng Hsu (25%), AON Inc. (25%), Yu-Fen Tai (25%) |
- Major shareholders of major corporate shareholders
| December 31, 2025 | |
|---|---|
| Name of Legal Entity | Main Shareholders of Legal Entity |
| Ministry of Economic Affairs |
N/A |
| Employee's Stock Trust of China Steel Corporation under the custody of Mega International Commercial Bank Co.,Ltd. |
N/A |
| Transglory Investment Corporation |
China Steel Express Corporation (48.28%), Chung Hung Steel Corporation (39.59%), China Steel Chemical Corporation (8.90%), United Steel Engineering & Construction Corp.(3.23%) |
| Chunghwa Post Co.,Ltd. | Ministryof Transportation and Communications(100%) |
| Winning Investment Corporation |
Gains Investment Corporation (49%), Transglory Investment Corporation (30%), Maruichi Steel Tube Ltd. (21%), Yuanta Taiwan Top 50 Securities Investment Trust Fund – Designated Account |
| Yuanta Taiwan Top 50 Securities Investment Trust Fund – Designated Account |
N/A |
- 16 -
| Name of Legal Entity | Main Shareholders of Legal Entity |
|---|---|
| JPMorgan Chase as Master Custodian of Vanguard Total International Stock Index Fund |
N/A |
| Vanguard stock index account under the custody of JP Morgan Chase Bank Taipei Branch |
N/A |
| Taiwan Life Insurance Co., Ltd. |
CTBC Financial Holding Co., Ltd. (100%) |
| New Labor Pension Fund | N/A |
| C. Hao Corporation | Chen-Kuei Kuo Yen (50.80%), Yung-Cheng Kuo (17.65%), Yu-Lun Kuo(18.07%),Kuo,Chih-Hao(13.48%) |
| China Steel Corporation | Refer topage 15 for the List of Main Shareholders |
| International CSRC Investment Holdings Co., Ltd. |
Taiwan Cement Corporation (15.59%), Hsin-Chang Investment Co., Ltd. (2.23%), CS Development & Investment Co. (1.50%), JP Morgan Chase Bank Taipei Branch as custodian of Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds Investment Account (1.17%), Union Cement Traders, Inc. (1.16%), Gao-Huang Lin (1.10%), TransGlobe Life Insurance Inc. (1.03%), JP Morgan Chase Bank Taipei Branch as custodian of Vanguard Group's Vanguard Emerging Markets Stock Index Fund Investment Account (0.96%), Tien-Yi Hou (0.76%), Citibank Taiwan as custodian of Polunin Developing Countries Fund, LLC Investment Account(0.75%) |
| Ever Wealthy International Corporation |
China Steel Chemical Corporation (100%) |
| C.C.T. Investment Co., Ltd. | Kaiqi Co., Ltd. (30.00%), Zhifu Co., Ltd. (16.60%), Zhide Co., Ltd. (16.70%), Yude Co., Ltd. (17.90%), Xintang Co., Ltd.(15.40%) |
| KGI Life Insurance Co., Ltd. |
China Development Financial Holding Co., Ltd. (100%) |
| Hsin Yang Investment Co., Ltd. |
Mu-Liang Chang (100.00%) |
| Dedicated account under the custody of Mega International Commercial Bank – China Steel Chemical Corporation |
N/A |
- - 17
| Name of Legal Entity | Main Shareholders of Legal Entity |
|---|---|
| Chang Gung Medical Foundation |
Nan Ya Plastics Corporation (17.81%), Formosa Chemicals & Fibre Corporation (13.71%), Formosa Plastics Corporation (13.15%), Yung-Tsai Wang (deceased) (11.13%),Yung-ChingWang (deceased) (7.28%) |
| Vanguard Total International Stock Index Fund Investment Account |
N/A |
| AON Inc. | Chen, Che-Sheng (57.00%), Ing-Fen Hung (8.00%), Wei- Hsuan Chen (35.00%) |
- 18 -
(II) Information on President and Vice Presidents
February 28, 2026
| Title | Gender | Shares held | Shares held | Has a spouse or a relative within the second degree of kinship who are the Company's managers |
Has a spouse or a relative within the second degree of kinship who are the Company's managers |
Has a spouse or a relative within the second degree of kinship who are the Company's managers |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | ||||||||||||||||
| Held by | Shareholding | |||||||||||||||
| Spouse and | by nominee | |||||||||||||||
| Underage | arrangement | |||||||||||||||
| Date Elected | Children | Education and | Other positions in other companies held | |||||||||||||
| Nationality | Name | (Appointed) |
work experience |
currently |
Remarks | |||||||||||
| Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Title | Name | Relationship | ||||||||
| President | Republic of China |
Huang, Yuan- Chang |
Male | 2023.04.01 | - | - | - | - | - | - | Master of Civil Engineering, National Central University |
Chairman, United Steel Engineering & Construction Corp., Director, Pro-Ascentek Investment Corporation, Director, Kaohsiung Rapid Transit Corporation, Director, Overseas Investment & Development Corp., Director, China ProsperityDevelopment Corporation |
- | - | - | - |
| Vice President, Management Division |
Republic of China |
Chen, Chien-Tu |
Male | 2024.02.27 | - | - | - | - | - | - | Graduate Institute of Business Management, Dayeh University |
- | - | - | - | - |
| Vice President, Operation Division |
Republic of China |
Chen, Sheng-Yi |
Male | 2018.03.19 | 2,000 | 0.00 | - | - | - | - | Department of Industrial Management, National Taiwan Institute of Technology |
Director, United Steel Engineering & Construction Corp. |
- | - | - | - |
| Vice President, Sales Division |
Republic of China |
Li, Ping- Hao |
Male | 2016.07.01 | 626 | 0.00 | 661 | 0.00 | - | - | Department of English, National Kaohsiung Normal University |
Director of Nikken & CSSC Metal Products Co., Ltd., Director of Wabo Global Trading Corporation, Director of United Steel Engineering& Construction Corp. |
- | - | - | - |
Note 1: Information regarding the President, Vice Presidents, Assistant Vice Presidents, Heads of Departments and Branches should be included and information regarding positions equivalent to President, Vice Presidents, Assistant Vice Presidents shall be disclosed regardless of job title.
Note 2: Experience related to the current position. If the individual had served in the certifying CPA firm or an affiliated enterprise in the aforementioned period, the position and job functions shall be described.
Note 3: Where the Chairman, President, or individual with equivalent roles are the same individual, spouses, or relatives within the first degree of kinship, the Company shall specify related information regarding the reason, reasonableness, necessity, and response measures (e.g., appointment of additional Independent Directors and requiring the appointment of more than half of the Directors from individuals who are not employees or managerial officers).
- - 19
II. Remuneration to Directors, President, and Vice President in the Most Recent Year
-
(I) Remuneration to Directors, President, and Vice President
-
Remuneration to Directors, President, and Vice President
December 31, 2025; Unit: thousand NTD
| Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Directors' remuneration (Legalperson + representative) Business |
Total remuneration (A+B+C+D) as a |
Total remuneration (A+B+C+D) as a |
Remuneration recei Bonuses and Severance |
Remuneration recei Bonuses and Severance |
Remuneration recei Bonuses and Severance |
Remuneration recei Bonuses and Severance |
ved as the Company's employee | ved as the Company's employee | ved as the Company's employee | ved as the Company's employee | Total remuneration (A+B+C+D+E+F |
Total remuneration (A+B+C+D+E+F |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration (A) |
Severance pay and pension (B) |
Remuneration to Directors (C) |
execution expenses (D) |
percentage of net income after tax (%) |
allowances, etc. (E) |
pay and pension (F) |
Remuneration to Employees (G) |
+G) and the percentage of net income after tax (%) |
Remuneration received from investees other than |
|||||||||||
| The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
subsidiaries or the parent |
||||
| Cash Amount |
company | |||||||||||||||||||||
| Cash | Stock | Stock | ||||||||||||||||||||
| Amount | Amount | Amount | ||||||||||||||||||||
| Chairman of the Board |
Representative of China Steel Corporation: Chen,Jui-Teng |
7,732 | 7,732 | 0 | 0 | 5,660 | 5,660 | 864 | 864 | 14,256 2.23 |
14,256 2.23 |
6,307 | 6,355 | 0 | 0 | 180 | 0 | 180 | 0 | 20,743 3.25 |
20,791 3.26 |
15,300 |
| Director | Representative of China Steel Corporation: Huang,Yuan-Chang |
|||||||||||||||||||||
| Representative of China Steel Corporation: Jeng,Jih-Jau |
||||||||||||||||||||||
| Representative of Dragon Steel Corporation: Lu,Shao-Jung |
||||||||||||||||||||||
| Representative of IHI Corporation (Japan): Lin,Tao-Peng |
||||||||||||||||||||||
| Representative of Great Grandeul Steel Co.,Ltd.: Kuo,Chih-Hao |
||||||||||||||||||||||
| Representative of China Steel Chemical Corporation: Fang, Ming-Dar |
||||||||||||||||||||||
| Representative of Grace Investment Co.,Ltd.: Chen,Che-Sheng |
||||||||||||||||||||||
| Independent Director |
Lee,Hsiu-Ling | 1,800 | 1,800 | 0 | 0 | 0 | 0 | 432 | 432 | 2,232 0.35 |
2,232 0.35 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,232 0.35 |
2,232 0.35 |
0 |
| Lee,Hwa-Teng | ||||||||||||||||||||||
| Lo, Wei |
-
※ Policy, system, standards and structure of remuneration paid to Independent Directors: During the period of service of Independent Directors, the Company pays each Independent Director a salary of NT$50,000 and a transportation allowance of NT$12,000 each month.
-
Relevance of the amount of remuneration paid based on factors such as responsibility, risk and time commitment: None.
-
※ Except as disclosed above, remuneration received by directors in the latest year for on-balance sheet services (e.g., acting as a non-employee consultant) rendered to the Company: None. Note: 1. All remuneration for Directors from the Company's distribution of earnings are collected by legal entities.
-
The allowances disclosed in this table are for the 16th-term Board of Directors from January 1, 2025 to December 31, 2025.
- 20 -
| Remuneration range for each Director in this Company |
Name of Director | Name of Director | Name of Director | Name of Director |
|---|---|---|---|---|
| Total amount of the 4precedingremunerations(A+B+C+D) | Total amount of the 7precedingremunerations(A+B+C+D+E+F+G) | |||
| The Company | Consolidated Entities H | The Company | Consolidated Entities I | |
| Less than NT$ 1,000,000 | Jeng, Jih-Jau, Lu, Shao-Jung, Lin, Tao-Peng, Kuo, Chih-Hao, Fang, Ming-Dar, Chen, Che-Sheng, Lee, Hsiu-Ling,Lee,Hwa-Teng,Lo,Wei |
Jeng, Jih-Jau, Lu, Shao-Jung, Lin, Tao-Peng, Kuo, Chih-Hao, Fang, Ming-Dar, Chen, Che-Sheng, Lee, Hsiu-Ling,Lee,Hwa-Teng,Lo,Wei |
Jeng, Jih-Jau, Lu, Shao-Jung, Lin, Tao-Peng, Kuo, Chih-Hao, Fang, Ming-Dar, Chen, Che-Sheng, Lee, Hsiu-Ling,Lee,Hwa-Teng,Lo,Wei |
Jeng, Jih-Jau, Lu, Shao-Jung, Lin, Tao-Peng, Kuo, Chih-Hao, Fang, Ming-Dar, Chen, Che-Sheng, Lee, Hsiu-Ling,Lee,Hwa-Teng,Lo,Wei |
| NT$1,000,000(incl.)to NT$2,000,000(excl.) | - | - | - | - |
| NT$2,000,000(incl.)to NT$3,500,000(excl.) | - | - | - | - |
| NT$3,500,000(incl.)to NT$5,000,000(excl.) | - | - | - | - |
| NT$5,000,000(incl.)to NT$10,000,000(excl.) | Chen,Jui-Teng,Huang,Yuan-Chang | Chen,Jui-Teng,Huang,Yuan-Chang | Chen,Jui-Teng,Huang,Yuan-Chang | Chen,Jui-Teng,Huang,Yuan-Chang |
| NT$10,000,000 (incl.) to NT$15,000,000 (excl.) |
- | - | - | - |
| NT$15,000,000 (incl.) to NT$30,000,000 (excl.) |
- | - | - | - |
| NT$30,000,000 (incl.) to NT$50,000,000 (excl.) |
- | - | - | - |
| NT$50,000,000 (incl.) to NT$100,000,000 (excl.) |
- | - | - | - |
| Higher than NT$100,000,000 | - | - | - | - |
| Total | 11 | 11 | 11 | 11 |
2. Remunerations to President and Vice President
December 31, 2025; Unit: thousand NTD
| Salary (A) |
Salary (A) |
Severance pay and pension |
Severance pay and pension |
Bonuses and allowances, etc. |
Bonuses and allowances, etc. |
Employee remuneration (D) (Proposed amount) |
Employee remuneration (D) (Proposed amount) |
Employee remuneration (D) (Proposed amount) |
Employee remuneration (D) (Proposed amount) |
Total remuneration (A+B+C+D) as a percentage of net income |
Total remuneration (A+B+C+D) as a percentage of net income |
Remunerati on received from |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | The Company Consolidated Entities |
(B) | (C) | Consolidated | after tax(%) | investees other than |
|||||||
| Consolidated | The | Consolidated | The | Consolidated | The Company | Entities |
The | Consolidated | subsidiaries |
|||||
| Entities | Company | Entities | Company | Entities | Cash | Stock | Cash | Stock | Company | Entities | or the parent company |
|||
| President | Huang, Yuan- Chang |
8,786 | 8,786 | 0 | 0 | 12,224 | 12,272 | 641 | 0 | 641 | 0 | 21,651 3.39 |
21,699 3.40 |
0 |
| Vice President, Management Division |
Chen, Chien-Tu |
|||||||||||||
| Vice President, Production Division |
Chen, Sheng-Yi |
|||||||||||||
| Vice President, Sales Division |
Li, Ping- Hao |
- 21 -
| Range of Remuneration Paid to the President and | Name of President and Vice Presidents | Name of President and Vice Presidents |
|---|---|---|
| Vice Presidents of the Company | The Company | Consolidated Entities |
| Less than NT$ 1,000,000 | - | - |
| NT$1,000,000 (incl.) to NT$2,000,000 (excl.) | - | - |
| NT$2,000,000 (incl.) to NT$3,500,000 (excl.) | - | - |
| NT$3,500,000 (incl.) to NT$5,000,000 (excl.) | Chen, Chien-Tu | Chen, Chien-Tu |
| NT$5,000,000 (incl.) to NT$10,000,000 (excl.) | Huang, Yuan-Chang, Chen, Sheng-Yi, Li, Ping-Hao | Huang, Yuan-Chang, Chen, Sheng-Yi, Li, Ping-Hao |
| NT$10,000,000 (incl.) to NT$15,000,000 (excl.) | - | - |
| NT$15,000,000 (incl.) to NT$30,000,000 (excl.) | - | - |
| NT$30,000,000 (incl.) to NT$50,000,000 (excl.) | - | - |
| NT$50,000,000 (incl.) to NT$100,000,000 (excl.) | - | - |
| Higher than NT$100,000,000 | - | - |
| Total | 4 | 4 |
- 22 -
- Manager's name and the distribution of employee bonus December 31, 2025
Unit: thousand NTD
| Title | Ratio accounted | |||||
|---|---|---|---|---|---|---|
| compared to the | ||||||
| Name | Stock | Cash | Total | |||
total net income |
||||||
| (%) | ||||||
| Managerial Officer |
President | Huang, Yuan-Chang | - | 776 | 776 | 0.12 |
| Vice President, Management Division |
Chen, Chien-Tu | |||||
| Vice President, Production Division |
Chen, Sheng-Yi | |||||
| Vice President, Sales Division |
Li, Ping-Hao | |||||
| Chief Financial Officer |
Wang, Yung-Chih |
- (II) Analysis of remuneration to the Directors, Supervisors, Presidents and Vice Presidents of the Company and consolidated subsidiaries as a percentage of the net income after tax. Explanation of remuneration policies, standards, and combination of the procedures in determining remuneration, and association with business performance and future risks:
The remuneration for the Company's Directors, President and Vice Presidents as a percentage of net profit after tax in 2024 was 5.47%; the consolidated subsidiaries' percentage of total net income was 5.48%. The remuneration for the Company's Directors, President and Vice Presidents as a percentage of net profit after tax in 2025 was 5.97%; the consolidated subsidiaries' percentage of total net income was 5.98%.
The Company's policies and standards for the payment of remuneration to Directors, President, and Vice Presidents are specified in Article 5-1 of the Articles of Incorporation "If the Company has profit for the year, the Board of Directors shall resolve to allocate no less than one thousandth of the profit as remuneration for employees and no more than 1% as remuneration for Directors..." In addition, the remuneration
- 23 -
to the President and Vice Presidents is based on the employee remuneration of no less than one thousandth specified in the Articles of Incorporation. The remuneration shall be distributed once it is passed by the Board of Directors. The transportation allowance of Directors shall be determined based on prevailing rates of the industry.
According to the Company's "Board of Directors Performance Evaluation Guidelines", the performance evaluation results of individual Directors (excluding Independent Director) are used as the basis for the distribution of remuneration to Directors.
The adjustment of the salary of the Company's Chairman, President, and Vice Presidents and the distribution of the remuneration of Directors and appointed managerial officers has been reviewed by the Remuneration Committee. According to the Company's "Remuneration Committee Charter", the performance evaluation, salary, and remuneration of the Directors and appointed managerial officers shall be based on prevailing rates in the industry, while taking into consideration the Company's overall performance evaluation items such as profit, occupational safety and health management, profit from investment, and ESG (e.g., energy saving, carbon reduction, waste reduction, improvement of labor-management relations, etc.), and the level of risks involved, which shall reasonably guide their exercise of duties.
In conclusion, the remuneration paid by the Company to Directors and managerial officers are closely connected to the business performance evaluation.
- 24 -
III. Implementation of Corporate Governance
-
(I) Operation of Board of Directors
-
Information on operations of the Board of Directors
-
6 meetings (A) of the 16th-term Boards of Directors were held in
2025 and the attendance of the Directors was as follows:
(2025.01.01~2025.12.31)
| Title | Attendance | Attenda | Attendance in person | ||
|---|---|---|---|---|---|
| Name | |||||
| in person | nce by | rate (%) |
Remarks | ||
| (Note 1) | |||||
| (B) | proxy | (B/A) (Note2) | |||
| Chairman of the Board |
China Steel Corporation Representative: Chen, Jui-Teng |
6 | 0 | 100 | |
| Director | China Steel Corporation Representative: Huang, Yuan-Chang |
6 | 0 | 100 | |
| Director | China Steel Corporation Representative: Jeng, Jih- Jau |
6 | 0 | 100 | |
| Director | IHI Corporation (Japan) Representative: Lin, Tao- Peng |
1 | 5 | 17 | |
| Director | Great Grandeul Steel Co., Ltd. Representative: Kuo, Chih-Hao |
6 | 0 | 100 | |
| Director | China Steel Chemical Corporation Representative: Fang, Ming-Dar |
6 | 0 | 100 | |
| Director | Dragon Steel Corporation Representative: Lu, Shao- Jung |
6 | 0 | 100 | |
| Director | Grace Investment Co., Ltd. Representative: Chen, Che-Sheng |
6 | 0 | 100 | |
| Independent Director |
Lee, Hsiu-Ling | 6 | 0 | 100 | |
| Independent Director |
Lee, Hwa-Teng | 6 | 0 | 100 | |
| Independent Director |
Lo, Wei | 6 | 0 | 100 |
- 25 -
Attendance of Independent Directors in board meetings in 2025
| 11th meeting | 12th meeting |
13th meeting |
14th meeting |
15th meeting |
16th meeting |
|
|---|---|---|---|---|---|---|
of the |
of the |
of the |
of the |
of the |
of the |
|
| 16th-term | 16th-term | 16th-term | 16th-term | 16th-term | 16th-term | |
| (2025.02.25) | (2025.05.07) | (2025.06.11) | (2025.08.06) | (2025.11.05) | (2025.12.29) | |
| Lee, Hsiu-Ling | Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
| Lee, Hwa-Teng | Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
| Lo, Wei | Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Attendance inperson |
Other matters that should be recorded:
-
Should any of the following take place in a board meeting, the date and number of the meeting, the content of proposal, Independent Director's opinions and the Company's response to such opinions should be recorded:
-
(1) Items specified in Article 14-3 of the Securities and Exchange Act: Refer to Item 1 (1) in "Other matters that should be recorded" in the "State of operations of the Audit Committee" on page 25 of the Annual Report.
-
(2) Other board resolutions apart from the aforementioned matters with respect to objections or qualified opinions expressed by Independent Directors on record or in writing: None.
-
Recusals of Directors due to conflicts of interests:
-
The Company's Directors abide by regulations in Article 20, Paragraph 1 of the "China Steel Structure Co., Ltd. Rules of Procedure for the Board of Directors' Meetings": If a Director, a corporate entity that the Director represents, or an individual or company specified below is considered an interested party in the discussed agenda, a full disclosure is required during the current meeting session. The Director shall recuse himself/herself from all discussions and voting if it is in conflict against the Company's interests. In which case, the Director shall not exercise voting rights on behalf of other Directors. The spouse, parents, children, or relatives within the second degree of kinship. Companies in which the individuals in the subparagraph above directly or indirectly enjoy significant financial benefits; Companies in which they serve as the chairman, executive director, or senior managerial officers."
-
(1) 11th meeting of the 16th Board of Directors on February 25, 2025: Proposal for remuneration of the Company's Chairman: The Chairman Chen, Jui-Teng recused himself accordingly; Proposal to lift the non-compete clause for the Company's Director Jeng, JihJau: Director Jeng, Jih-Jau recused himself accordingly; Proposal to lift the non-compete clause for the Company's Director Fang, Ming-Dar: Director Fang, Ming-Dar recused himself accordingly.
-
(2) 12th meeting of the 16th Board of Directors on May 7, 2025: The Company's donation to the "CSC Group Education Foundation:" Director Chen, Jui-Teng, Director Huang, YuanChang, Director Jeng, Jih-Jau, Director Lu, Shao-Jung, and Director Fang, Ming-Dar recused themselves in accordance with the law.
-
(3) 13th meeting of the 16th Board of Directors on June 11, 2025: Disposal of all shares held by the Company in Sing Da Marine Structure Corporation: Director Chen, Jui-Teng,
- 26 -
Director Huang, Yuan-Chang, Director Jeng, Jih-Jau, Director Lu, Shao-Jung, and Director Fang, Ming-Dar recused themselves in accordance with the law.
-
(4) 14th meeting of the 16th Board of Directors on August 6, 2025: The results of the business performance of the Company's appointed Manager in 2024: The Director and Chairman Huang, Yuan-Chang recused himself accordingly. The results of the business performance evaluation of the Company's appointed Manager in 2025: The Director and Chairman Huang, Yuan-Chang recused himself accordingly. The Company's appointment of members of the Sustainable Development Committee: Director Chen, Jui-Teng, Director Lee, HsiuLing, and Director Huang, Yuan-Chang recused themselves accordingly.
-
(5) 16th meeting of the 16th Board of Directors on December 29, 2025: The Company’s lease of a portion of the factory buildings and land on plots located at "Land Nos. 0090-0000, 0091-0000, 0092-0000, 0111-0000, and 0111-0001, Xingda Section, Qieding District, Kaohsiung City” from China Steel Corporation: Director Chen, Jui-Teng, Director Huang, Yuan-Chang, Director Jeng, Jih-Jau, Director Lu, Shao-Jung, and Director Fang, Ming-Dar recused themselves in accordance with the law. Proposal for the 2025 salary adjustment for the Company's Chairman, President and Vice Presidents: Chairman Chen, Jui-Teng and Director and President Huang, Yuan-Chang recused themselves accordingly.
-
- Programs this year and in the most recent year in strengthening the functionality of the Board and execution evaluation: (1) The material issues of the Company passed by the Board of Directors are announced and filed in accordance with laws.
-
(2) The main function of the Audit Committee is to supervise the following matters: ① Fair presentation of the financial reports of the Company. ② The hiring (and dismissal), independence, and performance of CPAs of the Company. ③ The effective implementation of the internal control system of the Company. ④ The Company's compliance with relevant laws and regulations. ⑤ Management of the existing or potential risks of the Company.
-
Note 1: For Directors and Supervisors who are legal entities, the name of corporate shareholders and their representatives shall be disclosed.
-
Note 2: (1) If a Director has resigned before the end of the year, the resignation date must be specified in the remarks section. The actual attendance rate (%) shall be calculated by dividing the number of the Board of Directors meetings held during the period by the number of the meetings that the Director has actually attended.
- (2) If a Director has been reelected before the end of the year, the names of the new and old Directors must be filled in and the resignation, new appointment, second term appointment, or reelection dates shall be specified in the remarks section. The actual attendance rate (%) shall be calculated by dividing the number of the Board of Directors meetings held during the period by the number of the meetings that the Director has actually attended.
- - 27
- Evaluation of the performance for the Board of Directors The Board of Directors evaluation status in 2025 was as follows: (1) Internal Assessment
| Evaluation | Evaluation | Evaluation | Evaluation | |
|---|---|---|---|---|
| Evaluation Contents | ||||
| Cycle | Period | Scope | Method | |
| Once every year |
January, 2025 ~ December, 2025 |
1. Board of Directors 2. Individual Directors 3. Functional committees |
1. Internal self- evaluation of the Board of Directors 2. Self-evaluation of individual Directors 3. Self-evaluation of functional committees |
1. The criteria for evaluating the performance of the Board of Directors of the Company shall cover the following five aspects: (1) Participation in the operation of the Company (2) Improvement of the quality of the Board of Directors' decision making (3) Composition and structure of the Board of Directors (4) Election and continuing education of the Directors (5) Internal control 2. The criteria for evaluating the performance of the Directors shall cover at least the following six aspects: (1) Familiarity with the goals and missions of the Company (2) Awareness of the duties of Directors (3) Participation in the operation of the Company (4) Management of internal relationship and communication (5) The Director's professionalism and continuing education (6) Internal control 3. The criteria for evaluating the performance of the functional committees of the Company (including the Audit Committee, Remuneration Committee and Sustainable Development Committee) shall cover at least the following five aspects: (1) Participation in the operation of the Company (2) Awareness of the duties of the functional committee (3) Improvement of the quality of functional committee's decisions |
- 28 -
Evaluation Evaluation Evaluation Evaluation Evaluation Contents Cycle Period Scope Method (4) Functional committee composition and election of members (5) Internal control Assessment results: Board of Directors Performance Evaluation: The total average score of the indicators: 4.95. (maximum score is 5) Evaluating the performance of Board members: The total average score of the indicators: 4.95. (maximum score is 5) Evaluating the performance of the Audit Committee: The total average score of the indicators: 5. (maximum score is 5) Evaluating the performance of the Remuneration Committee: The total average score of the indicators: 4.98. (maximum score is 5) Evaluating the performance of the Sustainable Development Committee: The total average score of the indicators: 5. (maximum score is 5) Overall description and improvement measures:
The results of the performance evaluation of the Board of Directors and the Directors indicated that the Board of Directors and functional committees functioned properly. However, the indicator with a relatively low score repetitively was the "average attendance in meetings of the Board of Directors (excluding attendance by proxy)." Improvements shall be implemented for this indicator. The Company schedules the anticipated dates of Board meetings at the beginning of each year and notifies each Director as early as possible so that Directors may schedule their attendance ahead of time. Directors’ attendance in Board meetings will continue being monitored to improve the attendance rate.
(2) External Assessment
| Evaluation | Evaluation | Evaluation | Evaluation Method | |
|---|---|---|---|---|
| Evaluation Contents | ||||
| Cycle | Period | Scope | ||
| At least once every three years |
July, 2024 ~ June, 2025 |
1. Board of Directors 2. Functional committees |
The Taipei Financial Foundation conducted a documentary review of the Company’s self-assessment materials and related documents, and on June 23, 2025, dispatched two evaluation committee members and three members of the evaluation working group to carry out an on-site assessment at the Company. The subjects of assessment covered the Company’s Chairman, the conveners of the Board’s functional committees, the President, the Corporate Governance Officer, and the Chief Auditor. |
The operation of the Company’s Board of Directors was reviewed across seven key dimensions: safeguarding shareholders’ rights; strengthening Board structure and operations; enhancing participation in company operations; improving the quality of Board decision-making; enhancing information transparency; strengthening internal control; and promoting sustainable development. |
| Recommendations and improvement plan: Following the on-site evaluation, the Company received the following recommendations from the experts,together with the Company’s correspondingimprovementplans: |
- - 29
Recommendation 1: It is recommended that the existing Sustainable Development Committee be elevated to a Board-level functional committee dedicated to overseeing the Company’s sustainable development matters, with a clear delineation of responsibilities with the Audit Committee in the oversight of risk management, so as to ensure the effective implementation of investment risk management and occupational health and safety risk management. Improvement plan: On August 6, 2025, the Board of Directors approved the elevation of the existing Sustainable Development Management Committee to a Board-level functional committee and renamed it the “Sustainable Development Committee.” Acting under the authorization of the Board of Directors, the Committee shall faithfully perform the following duties and report to the Board of Directors:
-
Formulate, promote, and enhance the Company’s sustainable development policies, annual plans, and strategies. 2. To review, monitor, and revise the implementation status and effectiveness of sustainable development initiatives. 3. To oversee sustainability-related disclosures and review the sustainability report.
-
To execute and oversee matters related to risk management.
-
To oversee the implementation of the Company’s Sustainable Development Best Practice Principles, as well as other sustainability-related tasks resolved by the Board of Directors. Recommendation 2: It is recommended that the Company proactively plan and strengthen the diversity of its Board in terms of professional background and gender composition, in order to enhance governance resilience in a dynamic and competitive industry environment and to respond to evolving regulatory requirements and corporate governance evaluation trends. Improvement plan: At the next election of the Board of Directors, the Company will give priority to candidates with diverse gender representation and broader professional backgrounds, with a view to enhancing Board diversity and supporting the Company’s future development. Recommendation 3: Given the Company’s stable and diversified business growth, it may consider introducing computer-assisted audit techniques (CAATs) at an appropriate time, or moderately increasing audit personnel, to better address and optimize the Group’s increasingly complex audit operations. Improvement plan: The Audit Office already utilizes various tools to support audit activities, such as Excel and transcription software, to enhance operational reviews and facilitate the investigation of complaints and reports. The parent company, China Steel Corporation, is currently evaluating the feasibility of adopting computer-assisted audit techniques (CAATs). The Company will, in due course, consider factors such as feasibility and cost-effectiveness in determining whether to introduce such tools.
- 30 -
(II) State of operations of the Audit Committee
5 meetings (A) of the 16th-term Audit Committee were held in 2025 and the attendance of the Independent Directors was as follows:
(2025.01.01~2025.12.31)
| Attendance in | Actual attendance rate | ||||
|---|---|---|---|---|---|
| Attendance | |||||
| Title | Name | person | (%) | Remarks | |
| by proxy | |||||
| (B) | (B/A) | ||||
| Independent Director |
Lee, Hsiu-Ling | 5 | 0 | 100 | None |
| Independent Director |
Lee, Hwa-Teng | 5 | 0 | 100 | None |
| Independent Director |
Lo, Wei | 5 | 0 | 100 | None |
Other matters that should be recorded:
-
Where any of the following circumstances occurs with respect to the operations of the Audit Committee, the date of the Audit Committee meeting, session, details of the motions, independent directors' objections, reservations or important suggestions, the resolutions from the Audit Committee, and the Company's measures in accordance with the Audit Committee's recommendations, shall be specified.
-
(1) Items specified in Article 14-5 of the Securities and Exchange Act:
| Opinions, | |||
|---|---|---|---|
reservations, or |
|||
| Date of the Audit | |||
| significant | Audit Committee | ||
| Committee | Agenda | ||
recommendations |
Resolution |
||
| meeting, session | |||
| of independent | |||
directors |
|||
| 2025.02.25 9th meeting of the 16th-term |
Proposal of the Company's 2024 Business Report and Financial Report. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
| Proposal of the Company's 2024 earnings distribution proposal. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
|
| Proposal of the Company's 2024 Statement of Internal Control System. |
No opinions issued |
Passed by all members of the Audit Committee in attendance |
|
| Assessment report on the independence and competence of the CPAs. |
No opinions issued |
Passed by all members of the Audit Committee in attendance |
|
| Proposal to lift the non-compete clause for the Company's Director Jeng, Jih-Jau. |
No opinions issued |
Passed by all members of the Audit Committee in attendance |
- 31 -
| Proposal to lift the non-compete clause for the Company's Director Fang, Ming-Dar. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
|||
|---|---|---|---|---|---|
| 2025.05.07 10th meeting of the 16th-term |
Proposal for the Company's 2025 Q1 consolidated financial statements. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
||
| Proposal regarding the approval of permissible non-assurance services for Deloitte Taiwan’s certification of the application for completion of the offshore funds repatriation investment plan |
No opinions issued |
Passed by all members of the Audit Committee in attendance |
|||
| 2025.08.06 11th meeting of the 16th-term |
Proposal for the Company's 2025 Q2 consolidated financial statements. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
||
| 2025.11.05 12th meeting of the 16th-term |
Proposal for the Company's 2025 Q3 consolidated financial statements. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
||
| Proposal for approval of Deloitte Taiwan’s permissible non-assurance service types for 2026. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
|||
| 2025.12.29 13th meeting of the 16th-term |
Proposal to purchase a TS750S tower crane (or equivalent model). |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
||
| Proposal to purchase a TS500S tower crane (or equivalent model). |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
|||
| To support the Company’s operational development and transformation strategy, it is proposed to establish a specialized bridge production line and to include this project in the 2026 capital expenditure budgetforexecution. |
No opinions issued |
Passed by all members of the Audit Committee in attendance |
|||
| The Company’s proposal to lease a portion of the factory buildings and land on plots located at “Land Nos. 0090- 0000, 0091-0000, 0092-0000, 0111-0000, and 0111-0001, Xingda Section, Qieding District,KaohsiungCity” from |
No opinions issued |
Passed by all members of the Audit Committee in attendance |
- 32 -
| its parent company, China Steel | |||
|---|---|---|---|
| Corporation. | |||
| Proposal to pass the replacement of the Company's certifying CPA. |
No opinions issued |
Passed by all members of the Audit Committee inattendance |
|
| Passed by all | |||
| Proposal for the audit of | No opinions | members of the | |
| directors. | issued | Audit Committee | |
| in attendance |
-
(2) Any issues apart from the aforementioned matters that are not agreed upon by the Audit Committee but passed by more than two thirds of all Directors: None.
-
The Independent Directors' avoidance of interest motion should indicate the names of the Independent Directors, content of the motion and reasons of avoidance of interest as well as the involvement in voting: None.
-
Communication between Independent Directors and internal auditors and accountants:
-
(1) Communication between Independent Directors and internal auditors:
-
The Independent Directors and chief internal auditor of the Company shall convene at least one regular meeting each year (including communication seminars between the two parties) to communicate on the audit plan and implementation status.
-
Communication between Independent Directors and the Chief Internal Auditor in 2025:
-
| Response to | |||
|---|---|---|---|
| Date | Main Points of Communication | Opinions of the Independent Directors |
the Opinions of Independent Directors |
| Report of the implementation status of the | |||
| Company's Audit Plan for December 2024 | No opinions issued | N/A | |
| 2025.02.25 | and January2025. | ||
| Proposal of the Company's 2024 Statement of Internal Control System. |
No opinions issued | N/A | |
| Report of the implementation status of the | |||
| 2025.05.07 | Company's Audit Plan for February to | No opinions issued | N/A |
| March 2025. | |||
| Please provide the | |||
| relevant internal | |||
| regulations governing | |||
| contractor evaluation | The issue will | ||
| ratings and contract | be handled in | ||
| Report of the implementation status of the | value limits, as well | accordance | |
| 2025.08.06 | Company's Audit Plan for April to June | as the procedures | with opinions |
| 2025. | applicable where, due | of the | |
| to operational needs, | Independent | ||
| a contractor’s | Directors. | ||
| awarded contract | |||
| value exceeds the | |||
| prescribed limit. | |||
| Report of the implementation status of the | |||
| 2025.11.05 | Company's Audit Plan for July to | No opinions issued | N/A |
| September 2025. |
- 33 -
| With respect to cases | |||
|---|---|---|---|
| of fraud, breach of | |||
| trust, and money | |||
| laundering, the | |||
| Company must | |||
| Report of the 2025 annual audit and | implement | ||
| whistleblowing statuses and | institutional and | The issue will | |
| communication seminar with independent | systemic adjustments | be handled in | |
| directors | in order to effectively | accordance | |
| (Attending personnel: Independent | address these issues. | with opinions | |
| Director Lee, Hwa-Teng, Independent | These matters must | of the | |
| Director Lee, Hsiu-Ling, Independent | be handled with due | Independent | |
| Director Lo, Wei, and audit supervisor | seriousness, adhering | Directors. | |
| Chuang, Wen-Tien) | to the principle of | ||
| 2025.12.29 | neither wrongfully punishing the |
||
| innocent nor allowing | |||
| the guilty to go | |||
| unpunished. | |||
| Report of the implementation status of the | |||
| Company's Audit Plan for October to | No opinions issued | N/A | |
| November 2025. | |||
| This report concerns the indictment by the | |||
| Kaohsiung District Prosecutors Office of | |||
| 11 individuals, including employees of the Company and its contractors, on charges |
No opinions issued | N/A | |
| of fraud, breach of trust, and related | |||
| offenses. | |||
| Proposal of the 2025 Internal Audit Plan. | No opinions issued | N/A |
(2) Communication between Independent Directors and CPAs:
The Independent Directors of the Company and the CPAs convene at least one regular meeting each year (including communication seminars between the two parties) mainly to communicate on the preparation and audit of the financial statements and corporate governance matters.
| (2) Communication between Independent Directors and CPAs: The Independent Directors of the Company and the CPAs convene at least one regular meeting each year (including communication seminars between the two parties) mainly to communicate on the preparation and audit of the financial statements and corporate governance matters. |
(2) Communication between Independent Directors and CPAs: The Independent Directors of the Company and the CPAs convene at least one regular meeting each year (including communication seminars between the two parties) mainly to communicate on the preparation and audit of the financial statements and corporate governance matters. |
(2) Communication between Independent Directors and CPAs: The Independent Directors of the Company and the CPAs convene at least one regular meeting each year (including communication seminars between the two parties) mainly to communicate on the preparation and audit of the financial statements and corporate governance matters. |
(2) Communication between Independent Directors and CPAs: The Independent Directors of the Company and the CPAs convene at least one regular meeting each year (including communication seminars between the two parties) mainly to communicate on the preparation and audit of the financial statements and corporate governance matters. |
(2) Communication between Independent Directors and CPAs: The Independent Directors of the Company and the CPAs convene at least one regular meeting each year (including communication seminars between the two parties) mainly to communicate on the preparation and audit of the financial statements and corporate governance matters. |
|---|---|---|---|---|
| The communication between the CPAs and Independent Directors in 2025 was as follows: | ||||
| Date | Main Points of Communication |
Opinions of the Independent Directors |
Response to the Opinions of Independent Directors |
Attending Personnel |
| The responsibilities of the | Independent | |||
| 2025.02.25 | governance unit; the timing, | Director Lee, | ||
| Communication meeting between the CPAs and Independent |
methods, and scope of the audit; the selection of or changes in accounting estimates and accounting policies that may have a |
Questions and discussions. |
Response to questions of Independent Directors. |
Hwa-Teng, Independent Director Lee, Hsiu-Ling, Independent |
| Directors | material impact on the | Director Lo, | ||
| financial statements of the | Wei, and CPA |
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| audited entity; key audit | Kuo, Lee-Yuan | |||
|---|---|---|---|---|
| matters; review of onerous | ||||
| contracts; other matters | ||||
| communicated with the | ||||
| governance unit; recent | ||||
| regulatory updates; and the | ||||
| independence statement. | ||||
| Audit scope, method and time; | Independent | |||
| 2025.12.29 Communication meeting between the CPAs and Independent Directors |
other matters - projects involving material loss; Deloitte’s non-audit services; Deloitte’s Transparency Report and Audit Quality Indicators (AQI); the responsibilities of the governance unit; and the independence statement. |
Questions and discussions. |
Response to questions of Independent Directors. |
Director Lee, Hwa-Teng, Independent Director Lee, Hsiu-Ling, Independent Director Lo, Wei, and CPA Kuo,Lee-Yuan |
-
Annual key work items of Audit Committee in 2025:
-
(1) Review the 2024 Financial Report, Business Report, earnings distribution, and 2025 Q1 to Q3 Financial Reports.
-
(2) Review the implementation status of the Company's internal controls and audit plans. (3) Review the proposal to release the prohibition on competitive activities of the Directors. (4) Proposal for the assessment of the independence and competence of the Company’s CPAs. (5) Review the proposal of non-assurance services approved by Deloitte Taiwan.
-
(6) Proposal for the Company’s purchase of tower crane assets and the establishment of a dedicated bridge production line
-
(7) Proposal for the replacement of the Company’s certifying CPAs and the appointment of the Chief Auditor
(4) Proposal for the assessment of the independence and competence of the Company’s CPAs (5) Review the proposal of non-assurance services approved by Deloitte Taiwan. (6) Proposal for the Company’s purchase of tower crane assets and the establishment of a dedicated bridge production line (7) Proposal for the replacement of the Company’s certifying CPAs and the appointment of the Chief Auditor |
(4) Proposal for the assessment of the independence and competence of the Company’s CPAs (5) Review the proposal of non-assurance services approved by Deloitte Taiwan. (6) Proposal for the Company’s purchase of tower crane assets and the establishment of a dedicated bridge production line (7) Proposal for the replacement of the Company’s certifying CPAs and the appointment of the Chief Auditor |
(4) Proposal for the assessment of the independence and competence of the Company’s CPAs (5) Review the proposal of non-assurance services approved by Deloitte Taiwan. (6) Proposal for the Company’s purchase of tower crane assets and the establishment of a dedicated bridge production line (7) Proposal for the replacement of the Company’s certifying CPAs and the appointment of the Chief Auditor |
|---|---|---|
| 5. Professionalqualifications and experiences of the members of the Audit Committee: | ||
| Title | Name | Professionalqualifications and experiences |
| PhD in Business Administration, University of Minnesota (United | ||
| States). Served as Assistant Professor, Department of Accounting, I- | ||
| Independent | Lee, Hsiu- | Shou University and Senior Accounting Advisor, United Nexus Law |
| Director | Ling | Office. Has more than 20 years of professional experiences in |
| accounting, and is a certified public accountant in the Republic of | ||
| China andMaryland, United States. | ||
| PhD in Engineering, RWTH Aachen University (Germany). Served | ||
| Independent Director |
Lee, Hwa- Teng |
as Professor, Department of Mechanical Engineering, National Cheng Kung University and Technology Advisor, Ying Ming Industry Co., Ltd. Has more than 40 years of professional |
| experiencesin mechanics. | ||
| PhD in Construction Management, Northwestern University (United | ||
| Independent Director |
Lo, Wei | States). Served as Professor, Department of Construction Engineering, National Kaohsiung First University of Science and Technology, and section chief of BES Engineering Inc. Has more |
| than 40years ofprofessional experiences in construction. |
Note: (1) If an Independent Director has resigned before the end of the year, the resignation date must be specified in the remarks section. The actual attendance rate (%) shall be calculated by dividing the number of the Audit Committee meetings held during the period by the number of the meetings that the Independent Director has actually attended.
- 35 -
-
(2) If an Independent Director has been reelected before the end of the year, the names of the new and old Independent Directors must be filled in and the resignation, new appointment, second term appointment, or reelection dates shall be specified in the remarks section. The actual attendance rate (%) shall be calculated using the number of meetings of the Audit Committee and the actual attendance during the term of service.
-
(III) The Company's corporate governance implementation status and deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and reasons
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| I. Does the company establish and disclose its corporate governance principles in accordance with the Corporate Governance Best- Practice Principles for TWSE/TPEx-Listed Companies? |
✓ | The Company's Board of Directors established and disclosed the "Corporate Governance Best Practice Principles" in a resolution of the Board of Directors meeting in November 2017. |
It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies. |
|
| II. Company stock equity structure and shareholder equity (I) Does the company establish internal procedures for addressing shareholder suggestions, doubts, disputes, and litigation matters and implement the procedures accordingly? (II) Does the company have in possession the list of major shareholders that have actual control over the company as well as the list of major shareholders with final control? (III) Does the company establish and execute risk control mechanism for affiliates, |
✓ ✓ ✓ |
(I) The Company's has appointed dedicated personnel to handle shareholder suggestions or complaints. (II) The Company maintains in its possession the list of major shareholders that have actual control over the Company at all times and has appointed the shareholder service agency—Transfer Agency Department, CTBC Bank Co., Ltd. for assistance. (III) The Company's has established regulations on the loans, |
(I) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. (II) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. (III) It is consistent with the Corporate Governance Best |
- 36 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| and firewall methods? (IV) Does the company establish internal regulations stipulating that employees shall not use undisclosed information to engage in the transaction of marketable securities? |
✓ | endorsements and guarantees, and transactions with affiliates to rigorously control risks. (IV) The Company established the "Code of Ethical Conduct for Directors", "Code of Ethical Conduct for First Echelon or Above Executives", and "Guidelines for Employees' Recusal from Conflicts of Interest". The Company prohibits employees from using undisclosed information to engage in the transaction of marketable securities. |
Practice Principles for TWSE/TPEx- Listed Companies. (IV) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. |
|
| III. Board compositions and responsibilities (I) Has the Board of Directors devised a policy for a more diverse composition of the Board and concrete management goals and implemented the policies accordingly? |
✓ | (I) The Company considers diversity in the composition of the Board of Directors. The Company has established standard policies for the diversification of Board members in the Rules Governing the Election of Directors and the Corporate Governance Best Practice Principles. The Company has developed an adequate diversification policy based on the operations, mode of operation, and development requirements of the Board of Directors. The following two |
(I) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. |
- - 37
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| categories were adopted as standards: 1. Basic qualifications and value: Gender, age, nationality, and culture. 2. Professional knowledge and skills: Professional background (e.g., accounting, business sector, or finance), professional skills or industry experience. The Company's current Board of Directors includes 11 Directors. To attain gender equality, the Company established the goal of having at least one female member in the Board. For the realization of the goal, in 2017, 1 female member was added to the Company's Board of Directors and female Directors account of 9% of all Directors. All of the Directors have the nationality of the Republic of China. The age of the Directors is between 44 and 73 years old and the average age is 62. The industrial experiences and professional abilities of the Directors encompass: Construction, machinery, materials, economics, management, and accounting. The Company fully implements its goal for the diversity of Board members which helps support the Company's future production, management, technology development, replacement |
- 38 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Summary | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
|
| (II) Does the company voluntarily establish other functional committees in addition to Remuneration Committee and Audit Committee? |
✓ | of old equipment, and development of a high- value industry. When the Company elected its 16th-term Board of Directors in 2023, one female director was included. Currently, female directors account for 9% of the Board. Taking into consideration the need for diversified professional expertise and backgrounds aligned with the Company’s future development, as well as the fact that industry professionals with relevant operational experience are predominantly male, the pool of qualified female candidates remains relatively limited. As a result, female representation on the Board has not yet reached one-third. To enhance gender diversity, the Company has set a target of increasing the proportion of female directors to more than one- third and plans to gradually increase female Board representation in future elections to achieve this goal. (II) The Company has established a Remuneration Committee and an Audit Committee in accordance with applicable laws and regulations. In addition, on August 6, 2025, the Board of Directors approved |
(II) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. |
- - 39
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Summary | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
|
| (III) Does the Company have Board of Directors performance assessment guidelines and assessment methods in place and perform the assessments periodically on a yearly basis? Does the Company submit results of assessments to the Board of directors and use results as the basis for the salary, remuneration, nomination and reappointment of individual Directors? |
✓ | the establishment of a Sustainability Committee as a Board-level functional committee to promote and oversee corporate governance, risk management, and the Company’s ESG initiatives, thereby implementing its commitment to sustainable development. (III) The Company's Board of Directors passed the Board of Directors Performance Evaluation Guidelines and the evaluations methods on December 19, 2019. The Guidelines requires the Board of Directors to conduct at least one self-evaluation each year and report the results of the annual performance evaluation to the Board of Directors in the first quarter of the following year, starting from 2020. The results of the performance evaluation of the Board of Directors shall be used as the basis for the selection or nomination of the Directors. In order to improve the independence and effectiveness of board performance evaluation, the Companyhas |
(III) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. |
- 40 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Summary | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
|
| (IV) Does the company regularly implement assessments on the independence of CPA? |
✓ | established in the Board of Directors Performance Evaluation Guidelines that an external board performance evaluation shall be conducted by external professional and independent institutions, experts or scholars at least every three years. The most recent external performance evaluation of the Board of Directors was conducted in 2025 by the Taipei Financial Research and Development Foundation, and the results were reported to the Board of Directors on August 6, 2025. The evaluation results have been disclosed on the Company’s corporate website. (IV) The Company evaluates the independence and competency of the CPAs every year, and requires the CPAs to provide the "Declaration of Independence" and "Audit Quality Indicators (AQIs)" for assessment. After discussions and approval in the Audit Committee and Board of Directors meeting regarding the evaluation resultsin |
(IV) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. |
- 41 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| the most recent year on February 24, 2025, the CPAs comply with the Company's independence and competency assessment standards. Please refer to Page 49 of this annual report for important items of the Company's assessment of the independence and competence of the CPAs. |
||||
| IV. Has the publicly-listed company appointed qualified and suitable number of corporate governance personnel and appointed a Corporate Governance Officer to handle governance related affairs (including but not limited to supplying information requested by the directors and supervisors, assisting Directors and Supervisors with legal compliance matters, processing company matters related to board meetings and shareholders' meetings according to laws, and preparing minutes of the board meetings and shareholders' meetings)? |
✓ | The Company has appointed a Corporate Governance Officer to handle governance related affairs (including but not limited to supplying information requested by the directors, assisting Directors with legal compliance matters, processing company matters related to board meetings and shareholders' meetings according to laws, and preparing minutes of the board meetings and shareholders' meetings). The Company also organizes matters related to the shareholders' meeting, Board of Directors, and Directors and registered and changed of registration of the Company based on the scope of businesses of departments and units. Status of Corporate Governance Officer's continuing education, please see page 48 of the Report. |
It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies. |
- 42 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| V. Has the company set up channels of communication for stakeholders (including but not limited to shareholders, employees, customers and suppliers), dedicated a section of the company's website for stakeholder affairs and adequately responded to stakeholders' inquiries on significant corporate social responsibility issues? |
✓ | The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company also set up a stakeholders' section on its website to properly address stakeholders' concerns such important corporate social responsibilities. The Company reported the communication status with stakeholders of the current year to the Board meeting on August 6, 2025. For identification of and communication with stakeholders, as well as communication channels and response methods, please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/ cssc_csr/index.php). For the Company's communication with major stakeholders, please see page 45 of this annual report. |
It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies. |
- 43 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| VI. Does the company designate a professional shareholder service agency to deal with shareholder affairs? |
✓ | The Company has appointed the Transfer Agency Department, CTBC Bank Co., Ltd. to process affairs related to the shareholdersmeeting. |
It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx-Listed Companies. |
|
| VII. Information disclosure (I) Has the company established a corporate website to disclose information regarding the company's financial, business and corporate governance status? (II) Does the company adopt other information disclosure methods (such as establishing English websites, assign dedicated personnel to collect and disclose company data, implement the spokesperson system, upload the investor conference processes to the company's website, etc.)? (III) Does the Company publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and thirdquarters as well as its |
✓ ✓ ✓ |
(I) The Company has established a corporate website (www.cssc.com.tw) to disclose information regarding the Company's financial, business and corporate governance status. (II) The Company has established the English version of the website and assigned dedicated personnel to collect and disclose company data, implemented the spokesperson system, and placed the briefing files of investor conferences on the Company's website. The Company also files information and discloses material information in accordance with the Matters of Attention for Filing Public Information Online for Publicly Listed Companies. (III) The Company announced and filed the annual financial report within two months of the end of the fiscal year. The Company issued early announcements and |
(I) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. (II) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. (III) It is consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx- Listed Companies. |
- 44 -
| Evaluation item | Operating status (Note) | Operating status (Note) | Operating status (Note) | Deviations from |
|---|---|---|---|---|
| Yes | No | Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies andreasons |
||
| Summary | ||||
| operating status for each month before the specified deadline? |
filed quarterly financial reports before the stipulated deadline of the first, second, and third quarters and files its operating status for each month before the specified deadline. |
-
VIII. Is there any other important information to facilitate a better understanding of the company's corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, continuing education of directors and supervisors, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)?
-
(I) The communication channels and response methods for stakeholders are briefly described as follows:
-
Shareholders
-
(1) The Company convenes the shareholders' meeting in the second quarter each year and investors can also exercise their voting rights to fully participate in the voting process.
-
(2) The Company publishes the Annual Report for the Shareholders' Meeting. Investors can find them online or request printed copies.
-
(3) The Company publishes the revenue of the previous month and cumulative revenues on the Market Observation Post System and the Company's website each month.
-
(4) Shareholders can communicate with the Company through the telephone, fax, and e- mail.
-
-
Employees
- Collective bargaining agreement (signed on November 24, 2023, with a three-year term from the date of signing to November 23, 2026); monthly business meetings; employee forums (held on an ad hoc basis); labor union board meetings (held quarterly); annual labor education programs; Employee Welfare Committee meetings (held quarterly); Employee Stock Ownership Trust Committee meetings (held semi-annually); Employee Retirement Reserve Fund Committee meetings (held quarterly); Occupational Safety and Health Committee meetings (held quarterly); and annual employee opinion surveys.
-
Communities and local organizations
The Administration Department consults and negotiates with local competent authorities, representatives, local organizations, and opinion leaders.
-
Customers
-
(1) The Company uses regular visits and market surveys to obtain feedback from customers.
-
(2) The Group integrates marketing resources to expand customer services.
- 45 -
| (3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
(3) Enhance technical services, actively market technologies, respond quickly to customer demands, and provide customized specifications. (4) Help customers improve process technology and resolve technical issues for material and processing. (5) Engage key customers through visits to gain a deep understanding of customer needs to improve product quality. (6) Organize surveys on new product demands for quality and functions, and expand surveys on material and quality trends for individual industries. 5. The Company maintains good communication channels with different stakeholders based on the scope of businesses of each department. The Company identifies different types of stakeholders via questionnaires and communicate with them via the public Corporate Sustainability Report, Company website, annual report, MOPS and other channels. The Company’s communication status with stakeholders was reported to the Board meeting on August 6, 2025. The Company's website has a stakeholders' section. Please see "Stakeholder Identification and Communication" under "Corporate Sustainable Development" in the Company's sustainability website (https://csr.cssc.com.tw/cssc_csr/index.php), for communication channels and response methods. (II)Status of Directors' continuingeducation: Title Name Date of Appointment Date of Studies Organizer Course Title Duration of the Course Starting Date Ending Date Representative of Corporate Director Chen, Jui-Teng2023/05/31 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Huang, Yuan- Chang 2023/12/01 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 2025/ 11/11 2025/ 11/11 Taiwan Investor Relations Institute Exploring the Legal Liability of Business Decisions under the Business Judgment Rule 3.0 Representative of Corporate Director Jeng, Jih-Jau 2024/09/10 2025/ 05/23 2025/ 05/23 Securities & Futures Institute 2025 Insider Trading Prevention Seminar 3.0 2025/ 08/14 2025/ 08/14 Taiwan Investor Relations Institute Corporate Sustainability and Risk Management 3.0 Representative of Corporate Director Fang, Ming- Dar 2024/12/31 2025/ 07/31 2025/ 07/31 Taiwan Stock Exchange Corporation 2025 Summit on Strengthening Taiwan's Capital Market 3.0 2025/ 09/05 2025/ 09/05 Taipei Foundation of Finance Financial Technology Through 3.0 |
|---|---|---|---|---|---|---|---|
| Title | Date of | Studies | Duration | ||||
| Date of | |||||||
| Name | Starting Date |
Ending | Organizer | Course Title | of the | ||
| Appointment | |||||||
| Date | Course | ||||||
| Representative of Corporate Director |
Chen, Jui-Teng |
2023/05/31 | 2025/ 08/14 |
2025/ 08/14 |
Taiwan Investor Relations Institute |
Corporate Sustainability and Risk Management |
3.0 |
| 2025/ 11/11 |
2025/ 11/11 |
Taiwan Investor Relations Institute |
Exploring the Legal Liability of Business Decisions under the Business Judgment Rule |
3.0 | |||
| Representative of Corporate Director |
Huang, Yuan- Chang |
2023/12/01 | 2025/ 08/14 |
2025/ 08/14 |
Taiwan Investor Relations Institute |
Corporate Sustainability and Risk Management |
3.0 |
| 2025/ 11/11 |
2025/ 11/11 |
Taiwan Investor Relations Institute |
Exploring the Legal Liability of Business Decisions under the Business Judgment Rule |
3.0 | |||
| Representative of Corporate Director |
Jeng, Jih-Jau |
2024/09/10 | 2025/ 05/23 |
2025/ 05/23 |
Securities & Futures Institute |
2025 Insider Trading Prevention Seminar |
3.0 |
| 2025/ 08/14 |
2025/ 08/14 |
Taiwan Investor Relations Institute |
Corporate Sustainability and Risk Management |
3.0 | |||
| Representative of Corporate Director |
Fang, Ming- Dar |
2024/12/31 | 2025/ 07/31 |
2025/ 07/31 |
2025 Summit on Strengthening Taiwan's Capital Market |
3.0 | |
| Taiwan Stock | |||||||
| Exchange | |||||||
| Corporation | |||||||
| 2025/ 09/05 |
2025/ 09/05 |
Taipei | Financial Technology Through |
3.0 | |||
| Foundation of | |||||||
| Finance |
- 46 -
| Stablecoins: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Blockchain | ||||||||
| Applications and | ||||||||
| Future | ||||||||
| Developments | ||||||||
| Representative of Corporate Director |
Lu, Shao- Jung |
2023/11/20 | 2025/ 08/14 |
Taiwan Investor | Corporate | 3.0 | ||
| 2025/ | ||||||||
| Relations | Sustainability and | |||||||
| 08/14 | ||||||||
| Institute | Risk Management | |||||||
| 2025/ 11/11 |
Exploring the Legal | 3.0 | ||||||
| Taiwan Investor | Liability of | |||||||
| 2025/ | ||||||||
| Relations | Business Decisions | |||||||
| 11/11 | ||||||||
| Institute | under the Business | |||||||
| Judgment Rule | ||||||||
| Representative of Corporate Director |
Kuo, Chih- Hao |
2023/05/31 | 2025/ 07/17 |
Chinese | Supply Chain | 3.0 | ||
| National | Restructuring | |||||||
| 2025/ | Association of | Trends and | ||||||
| 07/17 | Industry and | Corporate | ||||||
| Commerce, | Responses amid | |||||||
| Taiwan | Global Tariff Wars | |||||||
| 2025/ 07/30 |
Chinese | 3.0 | ||||||
| Business | ||||||||
| National | ||||||||
| Negotiation Skills – | ||||||||
| 2025/ | Association of | |||||||
| The PARTS | ||||||||
| 07/30 | Industry and | |||||||
| Negotiation | ||||||||
| Commerce, | ||||||||
| Framework | ||||||||
| Taiwan | ||||||||
| Representative of Corporate Director |
Lin, Tao- Peng |
2023/05/31 | 2025/ 07/09 |
2025/ 07/09 |
2025 Cathay Sustainable Finance and Climate Change Summit |
6.0 | ||
| Taiwan Stock | ||||||||
| Exchange | ||||||||
| Corporation | ||||||||
| Representative of Corporate Director |
Chen, Che- Sheng |
2023/05/31 | 2025/ 08/14 |
Taiwan Investor Relations Institute |
Corporate Sustainability and Risk Management |
3.0 | ||
| 2025/ | ||||||||
| 08/14 | ||||||||
| 2025/ 09/26 |
2025/ 09/26 |
Securities & Futures Institute |
2025 Insider Trading Prevention Seminar |
3.0 | ||||
| Independent Director |
Lee, Hsiu- Ling |
2023/05/31 | 2025/ 07/09 |
2025/ 07/09 |
Taiwan Stock Exchange Corporation |
2025 Cathay | 6.0 | |
| Sustainable Finance | ||||||||
| and Climate | ||||||||
| Change Summit | ||||||||
| Independent Director |
Lee, Hwa- Teng |
2023/05/31 | 2025/ 08/14 |
Taiwan Investor | Corporate | 3.0 | ||
| 2025/ | ||||||||
| Relations | Sustainability and | |||||||
| 08/14 | ||||||||
| Institute | Risk Management | |||||||
| 2025/ 10/03 |
2025/ 10/03 |
2025 Insider | 3.0 | |||||
| Securities & | ||||||||
| Trading Prevention | ||||||||
| Futures Institute | ||||||||
| Seminar | ||||||||
| Independent Director |
Lo, Wei | 2023/05/31 | 2025/ 07/09 |
2025/ 07/09 |
Taiwan Stock Exchange Corporation |
2025 Cathay Sustainable Finance and Climate Change Summit |
6.0 | |
| 2025/ 08/14 |
2025/ 08/14 |
Taiwan Investor Relations Institute |
Corporate Sustainability and Risk Management |
3.0 |
- - 47
-
(III) 6 meetings of the 16th-term Board of Directors were held in 2025 and the attendance of the Directors and Independent Directors is detailed on page 25 of this annual report.
-
(IV) The Company has established the "Code of Ethical Conduct for Directors" which provides more specific requirements for the contents of the Directors' faithful implementation of business operations. The scope includes ① transactions with the Company; ② use of the Company's assets, information, and opportunities; and ③ competing with the Company. If a Director wishes to be exempted from the application of such obligations, he/she shall fully disclose the conflict of interest between the stakeholders or companies and the code as well as the reason that such transaction shall not harm the interests of the Company and meet regular business practices. The exemption shall require approval of a resolution of the Board of Directors.
-
(V) To enhance corporate governance and safeguard investors’ interests, the Company has procured liability insurance for all directors and key officers, and reported this matter to the 14th meeting of the 16th-term Board of Directors on August 6, 2025.
-
(VI) Status of Corporate Governance Officer's continuing education:
| Organizer | Course Title | Date of Studies |
Duration of the Course |
|---|---|---|---|
| Taiwan Stock Exchange Corporation |
2025 Cathay Sustainable Finance and Climate Change Summit |
2025/07/09 | 6.0 |
| Taiwan Investor Relations Institute |
Corporate Sustainability and Risk Management |
2025/08/14 | 3.0 |
| Securities & Futures Institute | 2025 Insider TradingPrevention Seminar | 2025/09/26 | 3.0 |
- (VII) The Company's workplace diversity and gender equality policies and implementation status are as follows:
Workplace diversity and gender equality policies:
The Company is committed to providing employees with a dignified and safe work environment. We implement employment diversity and fair pay and promotion opportunities to ensure that employees do not suffer discrimination, harassment, or unfair treatment due to their race, gender, religious belief, age, political affiliation, and any other status protected by applicable laws and regulations.
Employee recruitment, starting wage, and promotions by the Company are all determined by the job category, education and experiences, professional capacities and personal performance. Currently, male employees with professional titles account for 65.4% of all male employees, and female employees with professional titles account for 68.4% of all female employees. The average is similar between the two genders, which indicates that CSSC offers equal opportunities for promotion for both genders and does not discriminate. Workplace diversity and gender equality policies and implementation status:
To create a fine workplace free from sexual harassment, establish a complaint channel for sexual harassment incidents, and adopt appropriate preventive, correctional, disciplinary and remedial measures, the Company has established the Measures of Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace in accordance with the contents and spirit of the Gender Equality in Employment Act. In addition to establishing accessible and comprehensive grievance channels, the Company organized seminars on “Prevention of Illegal Infringement” and “Prevention of Sexual Harassment in the Workplace” in 2025, with a total of 182 participants and 400 person-hours of training. The Company will continue to conduct related awareness and training programs on a regular basis.
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| (VIII) Assessment on the independence and competence of the Company’s CPA: Assessment on the independence of the Company’s CPA: |
(VIII) Assessment on the independence and competence of the Company’s CPA: Assessment on the independence of the Company’s CPA: |
|
|---|---|---|
| Evaluation item | Assessment | Compliance of independence |
| results | ||
| Does the CPA have direct or material indirect financial interests in the Company? |
No | Yes |
| Has the CPA engaged in any loans or guarantees with the Company or the Company's directors? |
No | Yes |
| Does the accountant have a close business relationship or potential employment relationship with the Company? |
No | Yes |
| Did the CPA and his/her audit team members serve as director, managerial officer, or position with significant influence on audit work at the Company currently or in the last two years? |
No | Yes |
| Is the CPA providing non-audit services to the Company that may directly affect audit work? |
No | Yes |
| Is the CPA holding the stock or other securities issued by the Company? |
No | Yes |
| Is the CPA serving as the Company's defense attorney or represent the Company in handling a conflict with a third party? |
No | Yes |
| Is the CPA relative of the Company's directors, managers, or person holding a position with significant influence on audit work? |
No | Yes |
| Assessment on the competence of the Company’s CPA: Every year, the Company evaluates the competence of its accountants and requires the signing CPAs to provide Audit Quality Indicators (AQIs), which cover five dimensions and 13 indicators, including “professionalism, quality control, independence, supervision, and innovation capabilities.” By referring to the AQI information, the Company can confirm that the CPAs and the firm perform above the industry average in terms of CPA audit experience, audit experience of audit personnel at the manager level and above (excluding CPAs), the proportion of professional staff supporting audit engagements, CPA workload, audit input, the implementation of engagement quality control reviews, and quality control support capabilities. In addition, over the past three years, the firm has continued to introduce cloud-based audit platforms and tools, apply digital technologies, and strengthen communication and collaboration with the audit support center, as well as project management, in order to enhance audit quality and efficiency. After discussions and approval in the Audit Committee regarding the evaluation results in the most recent year on February 24, 2026, the results were reported to the Board of Directors on February 24, 2026 for approval of the evaluation of the independence and competence of the CPAs on the same day. |
- - 49
-
IX. Please describe improvements made in the most recent fiscal year in response to the results of corporate governance evaluation conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and improvement measures and plans for items yet to be improved. (Companies not listed in the evaluation do not need to fill in this field)
-
(I) The following outlines the Company’s improvement actions in response to the 2025 announcement of the 11th Corporate Governance Evaluation (2024) results: In 2024, the Company had not established any non-statutory functional committees, such as a Nomination Committee, Risk Management Committee, or Sustainability Committee, which would otherwise be required to comprise no fewer than three members and disclose their composition, duties, and operations. In 2025, the Company established a Board-level Sustainable Development Committee.
-
(II) Priority improvement items and measures for items yet to be improved are described below:
The Company’s sustainability report has not yet obtained third-party assurance; such assurance will be conducted in 2025.
Note: Regardless of whether "Yes" or "No" was selected, explanation must be provided in the Summary column.
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China Steel Structure Co., Ltd. Code of Ethical Conduct for Directors
Established on July 4, 2017 1st amendment on November 2, 2022
Chapter I. General Provisions
- Article 1 The Code of Ethical Conduct for Directors is established to promote honest and ethical conduct of directors and improve corporate governance.
Chapter II. Code of Ethical Conduct
Article 2 Directors shall abide by the following basic principles when performing their duties:
- I. Protect shareholder equity; II. Reinforce the role of the Board of Directors; III. Respect the interests of stakeholders; IV. Improve information transparency.
Article 3 When Directors execute their duties, they shall aim to pursue overall interests of the Company and they may not damage the Company's interest for the interests of specific individuals or groups. They shall also treat all shareholders fairly in the performance of their duties.
- Article 4 Directors shall exercise due care as a good administrator when performing their duties. They must pay attention to integrity, the principles of fairness, and high levels of discipline and abide by regulations, the Company's Articles of Incorporation, and resolutions of the shareholders' meeting.
Article 5 Directors shall faithfully carry out their duties for the interest of all shareholders. When there is a conflict between personal interests and the interests of the Company, Directors shall place the interests of the Company first and avoid using their positions in the Company to obtain illicit benefits for the following individuals or companies:
-
I. The Directors him/herself, spouse, or relatives within the second degree of kinship;
-
II. Companies in which the individuals in the subparagraph above directly or indirectly enjoy significant financial benefits;
-
III. Companies in which they serve as the chairman, executive director, or senior managerial officers.
The Company shall pay particular attention in loans, major asset transactions, purchase (sales) transactions, or provision of guarantee with the aforementioned individuals or companies.
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Article 6 Information on procurement, supplies, cooperation, strategic alliances, mergers and acquisitions, or other business opportunities or opportunities for generating profits related to the Company's business obtained by Directors in the performance of their duties shall be provided to the Company first to protect company interests. They may not be used for personal gain for Directors or third parties. Article 7 Where a Director conducts actions that compete against the Company, he/she shall report to the shareholders' meeting first in accordance with Article 209, Paragraph 1 of the Company Act.
Article 8 Directors shall be bound by the obligation for maintaining confidentiality of the Company's confidential information except when authorized or required by law to disclose such information. They may not use such confidential information for personal gain for themselves or third parties.
Article 9 Directors shall safeguard shareholder equity and respect the rights of partner banks, creditors, employees, consumers, suppliers, affiliate companies, communities, and other stakeholders.
Article 10 Directors shall abide by related insider trading prevention regulations and other regulations for processing securities transactions and trade secrets. If they obtain material undisclosed information, they may not conduct related securities transactions.
Article 11 Where agendas in board meetings involve the Director or where conflicts of interest specified in Article 5 and Article 6 may be detrimental to the Company's interests, the Director shall recuse himself/herself and may not vote or cast votes on behalf of other Directors.
Chapter III. Supplementary provisions
- Article 12 Natural persons appointed by corporate shareholders to exercise their right shall adhere to the Code.
The provisions herein shall apply mutatis mutandis to corporate shareholders represented by Directors appointed by corporate shareholders.
Article 13 If a Director wishes to be exempted from the application of Article 5, he/she shall fully disclose the conflict of interest between the individuals or companies listed in Article 5 and the legal activity as well as the reason that such transaction shall not harm the interests of the Company and meet regular business practices. The exemption shall require approval of a resolution of the Board of Directors. However, legal actions between Directors and the Company specified in Article 223 of the Company Act shall be processed by the convener of the Audit Committee on behalf of the Company.
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If a Director wishes to be exempted from the application of Article 6, he/she shall fully explain to the Board of Directors the specific contents of the opportunity to the Company as well as the reason that such transaction shall not harm the interests of the Company. The exemption shall require approval of a resolution of the Board of Directors.
After the Board of Directors passes the exemption specified in the two preceding articles in a resolution, the Company shall immediately disclose the date on which the Board of Directors adopted the resolution for exemption and the period of, reasons for, independent directors' objections or reservations and principles behind the application of the exemption on the Market Observation Post System.
Article 14 The Code shall be disclosed in the Company's website, annual report, prospectus, and Market Observation Post System. The same shall apply to all amendments.
Article 15 This Procedure and its amendments shall be enforced after approval by the Board of Directors and presented to the shareholders' meeting.
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China Steel Structure Co., Ltd. Code of Ethical Conduct for First Echelon or Above Executives
Established on March 27, 2009 3rd amendment on November 2, 2022
Chapter I. General Provisions
-
Article 1 The Code is established to guide personnel of the Company first echelon or above executive to meet ethical standards in their conduct and prevent illegal and unlawful activities. The Code also aims to ensure that stakeholders of the Company gain a deeper understanding of the Company's ethical standards.
-
Article 2 First echelon or above executives specified in the Code include the President, Vice Presidents of the Departments, Special Assistant to the President, Assistant Vice Presidents, first echelon executives of each unit, paid consultants, senior professional engineers, and senior professional management specialists.
Chapter II. Code of Ethical Conduct
-
Article 3 Honest and ethical conduct:
-
First echelon or above executives shall perform their duties with honesty and compliance with professional standards including processing de facto or obvious conflicts of interest between their personal interests and their duties in a fair manner.
-
Article 4 Prevention of conflicts of interest: First echelon or above executives shall process business affairs in an objective and efficient manner and they shall avoid using their positions in the Company to obtain illicit benefits for the following individuals or companies:
-
I. The Directors him/herself, spouse, or relatives within the second degree of kinship;
-
II. Companies in which the individuals in the subparagraph above directly or indirectly enjoy significant financial benefits;
-
III. Companies in which they serve as the chairman, executive director, or senior managerial officers.
The Company shall pay particular attention in loans, major asset transactions, purchase (sales) transactions, or provision of guarantee with the aforementioned individuals or companies.
-
Article 4-1 Clause against the hiring of relatives of senior managers:
-
The spouses and relatives within the second degree of kinship of the Special Assistant to the President and personnel ranked Assistant Vice President of the
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Departments or above shall not be hired by the Company or investee companies where the Company directly or indirect hold shares and whose Chairman or President is nominated by the Company (hereinafter referred to as the Company's investee companies). However, exception shall be granted if personnel were hired prior to the amendment of the Code on March 21, 2011.
The restriction in the preceding paragraph also applies to those who serve as the Chairman or President of the Company's investee companies.
Article 5 Avoid opportunities for personal gain: When the Company has an opportunity for profit, it is the responsibility of first echelon or above executives to preserve and increase the legitimate benefits that can be obtained by the Company. The following actions shall be avoided:
-
I. Seeking opportunities to pursue personal gain for themselves or others by using company property or information or taking advantage of their positions;
-
II. Obtaining personal gain for themselves or others by using company property or information or taking advantage of their positions;
-
III. Competing with the Company.
-
Article 6 Confidentiality of trade secrets: First echelon or above executives shall be bound by the obligation to maintain confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Company and customers.
-
Article 7 Fair trade: The Company engages in competition on the market through superior business operations and high-quality products and services. It shall not use illegal or unethical actions to achieve results. First echelon or above executives shall deal fairly with the Company's suppliers, customers, competitors and employees. They shall not obtain illicit benefits through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices.
-
Article 8 Protection and proper use of company assets: Company assets shall be protected and they may only be used for legitimate business objectives of the Company. First echelon or above executives shall be responsible for protecting company assets and ensuring their effective and
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legal use in business activities. They shall avoid affecting the profitability of the Company due to theft, negligence, or waste.
Article 9 Legal compliance:
First echelon or above executives shall abide by and promote employees on the Securities and Exchange Act and other laws and regulations that govern company activities. They may not deliberately violate any law or intentionally mislead, manipulate, or obtain benefits from suppliers or customers through improper means, or make false statements regarding company products or services.
-
Article 10 Compliance with related insider trading prevention regulations: First echelon or above executives shall abide by related insider trading prevention regulations and other regulations for processing securities transactions and trade secrets. If they obtain material undisclosed information, they may not conduct related securities transactions. Insider trading is illegal and unethical and the Company shall resolutely intervene in such transactions.
-
Article 11 Encouraging reporting of illegal or unethical activities:
The Company shall raise ethical awareness and encourage employees to report to the Chief Auditor or other appropriate individual upon suspicion or discovery of any activity in violation of laws, regulations, or the Code of Ethical Conduct. The Company shall establish a concrete whistleblowing system to allow anonymous whistleblowing and notify the employees that the Company shall endeavor to protect the identity and safety of the whistleblower against retaliation and any form of reprisal or threats.
Chapter III. Supplementary provisions
- Article 12 Procedures for exemption:
If an employee first echelon or above executives wishes to be exempted from the application of Article 4, he/she shall fully disclose the conflict of interest between the individuals or companies listed in Article 4 and the legal activity as well as the reason that such transaction shall not harm the interests of the Company and meet regular business practices. The exemption shall require approval of a resolution of the Board of Directors.
If an employee first echelon or above executives wishes to be exempted from the application of Article 5, he/she shall fully explain to the Board of Directors the specific contents of the opportunity, information, or competition with the Company as well as the reason that such transaction shall not harm the interests of the Company. The exemption shall require approval of a resolution of the Board of Directors.
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After the Board of Directors passes the exemption specified in the two preceding articles in a resolution, the Company shall immediately disclose the date on which the Board of Directors adopted the resolution for exemption and the period of, reasons for, independent directors' objections or reservations and principles behind the application of the exemption on the Market Observation Post System.
-
Article 13 Disciplinary measures:
-
Where an employee first echelon or above executives violates the Code, gross violations shall be reported to the Board of Directors and violators shall be disciplined in accordance with the Company's human resource management system.
-
Where the disciplined employee believes that the Company failed to process the matter correctly and causes damage to his/her legal rights, the employee may file a complaint in accordance with the regulations of the administration system for remedial measures.
-
Article 14 The code of ethical conduct applicable to first echelon or above executives shall be based on the provisions herein as well as other relevant regulations of the Company.
-
Article 15 The Code shall be disclosed in the Company's website, annual report, prospectus, and Market Observation Post System. The same shall apply to all amendments.
-
Article 16 This Procedure and its amendments shall be enforced after approval by the Board of Directors and presented to the shareholders' meeting.
- - 57
- (IV) If the company has set up a remuneration committee, its composition, responsibilities, and operations should be disclosed
The Company established the "Remuneration Committee Charter" in the 4th meeting of the 12-term Board of Directors held on December 7, 2011 in accordance with Article 14-6, Paragraph 1 of the Securities and Exchange Act, and "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."
The main duties of the Remuneration Committee are to establish policies for the performance evaluation of the Chairman and managerial officers, review the performance of such personnel, and regularly review the salary, compensation, and the remuneration structure and system of Directors and managerial officers.
- Remuneration Committee member profiles
December 31, 2025
| Position | Criteria | Independence status | Number of other | |
|---|---|---|---|---|
| public companies | ||||
in which the |
||||
| Professional | ||||
| member also | ||||
| qualifications and | ||||
| serves as a | ||||
| experiences | ||||
| member of their | ||||
| remuneration | ||||
| Name | committee | |||
| Independent Director (Convener) |
Lee, Hsiu- Ling |
PhD in Business Administration, University of Minnesota (United States). Served as Assistant Professor, Department of Accounting, I-Shou University and Senior Accounting Advisor, United Nexus Law Office. Has more than 20 years of professional experiences in accounting, and is a certified public accountant in the Republic of China and |
1. Oneself, one's spouse, underage children or relatives of second degree or closer not acting as directors, supervisors, or employees of the Company or its affiliates. 2. Not a natural-person shareholder whose shareholding, together with those of his/her spouse, underage children, and shares held under others' names, exceed 1% of the total number of outstandingshares of |
0 |
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| Position | Criteria | Number of other public companies in which the member also serves as a member of their remuneration committee |
||
|---|---|---|---|---|
| Professional | ||||
| qualifications and | Independence status | |||
| experiences | ||||
| Name | ||||
| Maryland, United States. |
the Company, or ranks the person in the top ten shareholders of the Company. 3. Not acting as directors, supervisors, or employees of companies that have specific relationships with the Company. 4. Not having received remuneration for providing the Company or its affiliates with commercial, legal, financial, accounting and other services in the past 2 years. |
|||
| Independent Director |
Lee, Hwa- Teng |
PhD in Engineering, RWTH Aachen University (Germany). Served as Professor, Department of Mechanical Engineering, National Cheng Kung University and Technology Advisor, Ying Ming Industry Co., Ltd. Has more than 40 years of professional experiences in mechanics. |
0 | |
| Independent Director |
Lo, Wei | PhD in Construction Management, Northwestern University (United States). Served as Professor, Department of Construction Engineering, National Kaohsiung First University of Science and Technology, and section chief of BES Engineering Inc. Has more than 40 years of professional experiences in construction. |
0 |
- Operations of the Remuneration Committee
(1) The Company's Remuneration Committee consists of 3 members.
(2) 16th-term for the members: From May 31, 2023 to May 30, 2026. The Remuneration Committee convened 3 meetings (A) in 2025 and the members' qualifications and attendance are as follows:
- - 59
| Title | Attendance in | Actual attendance | Remarks | ||
|---|---|---|---|---|---|
| Attendance by | |||||
| Name | person | rate (%) | |||
proxy |
|||||
| (B) | (B/A) (Note) | ||||
| Convener | Lee, Hsiu- Ling |
3 | 0 | 100 | None |
| Committee Member |
Lee, Hwa- Teng |
3 | 0 | 100 | |
| Committee Member |
Lo, Wei | 3 | 0 | 100 | |
| Other matters that should be recorded: I. If the board meeting does not adopt or revise the remuneration committee's proposals, the board meeting's date, period, motion contents, and resolution decisions as well as the method in which the company handles the remuneration committee's opinions shall be disclosed in detail (e.g., if the salary rate adopted by the board committee is superior to that proposed by the Remuneration Committee, the differences and reasons shall be explained): None. II. If there are objections or reservations by the members that have been recorded in writing during the Remuneration Committee resolution, the Remuneration Committee meeting's date, period, motion content, the opinions of all members, and treatment of the member's opinions must be disclosed in detail: None. |
(3) Operation in 2025:
| Remuneration Committee |
The Company's | ||
|---|---|---|---|
response to the |
|||
| Resolution and Follow-up Actions | Resolution | opinions of the |
|
| Remuneration | |||
| Committee | |||
| 6th meeting of the Remuneration Committee of the 16th-term Board of Directors 2025.02.25 |
1. Approval of the distribution of remuneration to the Company’s directors and appointed managerial officers, and the formulation of a proposal. 2. Approval of the distribution of remuneration to the Company’s Chairman, and the formulation of aproposal. |
Passed by all members of the Committee in attendance |
Submitted to the Board of Directors and passed by all Directors in attendance. |
| 7th meeting of the Remuneration Committee of the 16th-term Board of Directors 2025.08.06 |
1. The results of the business performance of the Company's appointed President in 2024. 2. Proposal for the performance evaluation criteria of the Company’s appointed President for 2025. |
Passed by all members of the Committee in attendance |
Submitted to the Board of Directors and passed by all Directors in attendance. |
| 8th meeting of the Remuneration Committee of the 16th-term Board of Directors 2025.12.29 |
Proposal for the 2025 salary adjustments for the Company’s Chairman, President, and Vice Presidents, and for the formulation of a proposal. |
Passed by all members of the Committee in attendance |
Submitted to the Board of Directors and passed by all Directors in attendance. |
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(V) Implementation Status of the Promotion of Sustainable Development
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| I. Has the company established a governance structure and a dedicated (concurrent) unit for the promotion of sustainable development, and has the Board of Directors authorize high-level management to handle the matter? If so, describe the supervision by the Board. |
| 1. China Steel Structure originally established a “Sustainable Development Management Committee” to oversee sustainability initiatives. To further enhance corporate governance and strengthen the Board’s professional functions, the Board of Directors approved on August 6, 2025, the restructuring of this committee into a Board-level functional committee and its renaming as the “Sustainable Development Committee.” The Committee comprises three directors, each possessing expertise and capabilities in corporate sustainability. To ensure the effective implementation of the Company’s sustainability initiatives, a Sustainability Unit has been established to assist the Committee in executing various plans. The Unit comprises the following functional groups: Corporate Governance and Risk Management Team, Environmental Sustainability Team, Social Responsibility Team, and Sustainability Information Disclosure Team. The Sustainability Unit also reports to the Committee on the implementation of sustainability initiatives. The Committee shall convene at least once annually to report on sustainability strategies, the formulation of objectives and |
No deviation. |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| plans, and the status of implementation, and shall submit the meeting minutes to the Board of Directors for its information and oversight. On December 29, 2025, the Company reported to the Board of Directors on the implementation of its 2025 risk management activities and the interim results of its 2025 ESG short-term objectives. 2. 2025 implementation results: (1) Strengthen the rigor of internal control systems and related regulations, and establish an internal control system for the management of sustainability information. (2) Review the effectiveness of risk management implementation in 2025. (3) The 2025 ESG report was submitted and approved by the Board of Directors on August 6, 2025. (4) In 2025, the Company provided subsidies for a total of 39 initiatives, including local community activities, programs supporting vulnerable elderly populations, and activities in local junior high and elementary schools, benefiting 3,419 participants. (5) Kaohsiung Factory: BOX Plant: Replacement of 39 ceiling lights; upgrading traditional submerged arc welding machines to inverter-based welding machines; replacement of dryers with energystorage- |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| type units; replacement of air compressors with variable-frequency units; and replacement of 397 office lighting fixtures in the Administration Building (2F/3F/4F) with LED lighting. Guantian Plant: Replacement of 30 sodium lamps in Buildings A and D with LED lighting, and replacement of compressed air dryers in the painting area with energy-efficient models, achieving an annual energy-saving target of ≥1%. (6) Third-party verification of the 2024 greenhouse gas inventory was completed, and the verification statement was obtained on June 27, 2025. (7) A 2050 carbon neutrality pathway has been developed. (8) In 2025, 4,830 tons of recycled water has been reused. (9) The Company successfully passed the ISO 27001 transition audit on August 25, 2025. 3. The Board of Directors reviews the Company’s sustainability implementation status, evaluates the results, and provides guidance as necessary. The Company then makes adjustments accordingly based on the Board’s recommendations. |
||||
| II. Has the company assessed the environmental,social, |
| The Company uses questionnaires to survey and analyze stakeholders' views of economic,environmental, |
No deviation. |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| and corporate governance risks related to its operations based on the principle of materiality and established related risk management policies or strategies? (Note 2) |
and social issues to identify the materiality of related sustainability issues. The Company then determines the gravity of the issues based on their impact on the Company's operation, categorizes the issues in detail based their respective aspects, and establishes related management strategies. The boundaries of evaluation are based primarily on the Company. Key extracts are summarized below: 1. Material environmental issues: The Company identifies climate change risks, and evaluates relevant response measures to the change. It sets reduction goals, plans the usage percentage of renewable energy, sets short-term, mid-term and long-term carbon neutrality goals via carbon inventory, and formulates rolling assessments on green energy deployment. The Company also continues R&D on low-carbon technology in response to transition risks such as low- carbon technology R&D costs and increased costs associated with carbon fees, in order to expand potential sales markets. 2. Material social issues: The Company has entered into a collective bargaining agreement with the labor union to safeguard employees’ rights and welfare. To strengthen succession planning, the Company conducted four sessions of talent development programs for high-potential employees, and participated in a total of 39 initiatives, including community activities, programs supportingvulnerable elderly |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| populations, and activities in local junior high and elementary schools, contributing to society. 3. Corporate governance issues: To avoid compliance risks arising from delayed response to external regulation changes, the Company established an identification and management systems to track changes in domestic regulations, in order to implement, compile and respond toregulationchanges. |
||||
| III. Environmental issues (I) Has the company established an appropriate environmental management system based on the characteristics of the industry to which it belongs? |
| (I) In accordance with ISO 14001, the Company conducts annual internal environmental management audits and undergoes third-party verification as part of its management measures. In addition, the Company regularly identifies applicable environmental regulations and conducts compliance reviews to ensure that all operational processes meet relevant requirements. The Company obtained ISO 14001 recertification in 2022 and conducts environmental aspect identification to assess the potential environmental impacts of all activities and operations. The certificate was renewed by SGS Taiwan Ltd. on December 14, 2025, following third-party verification, to maintain the effectiveness of the system (valid from December 14, 2025 to December 14, 2028). The Company has a comprehensive environmental management system and has |
(I) No deviation. |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| passed and obtained certification based on international standards, such as ISO 9001, ISO 14001, ISO 14064-1, and ISO 14067 (product carbon footprint verification). Through the operation of these systems, the Company pursues continuous improvement, reduces environmental pollution from production, lowers energy and resource consumption, and thereby reduces greenhouse gas emissions. |
||||
| (II) Is the company committed to improving the efficiency of the various resources and using recycled materials which have a low impact on the environment? |
| (II) Electricity is China Steel Structure’s main energy source, followed by liquefied petroleum gas and other gases. The Company has implemented the ISO 50001 Energy Management System and established Energy Planning and Management Guidelines to identify significant energy uses. It actively promotes energy reduction measures, adopts high-efficiency and energy- saving equipment, reduces energy consumption in its operations and products, and evaluates the use of renewable energy to optimize energy efficiency. The Company’s direct energy consumption (LPG, gasoline, and diesel) and indirect energy consumption (purchased electricity) for 2024 and 2025 were converted into energy values based on calorific content, with total energy consumption of 58,695.6 GJ and 64,609.7 GJ, respectively. Steel plates, the main materials used in CSSC's production, can be recycled for theproduction |
(II) No deviation. |
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| Promotion Item | Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
||
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| of new products. The maximum usage rate of steel plates can also be achieved with precise calculations to reduce scrap. In addition, the pollutants emitted in the steel structure construction process are also lower than the traditional methods with reinforced concrete which can reduce the impact on the environment. The Company's energy usage over the past two years is as follows: Unit: GJ Year 2024 2025 Total energy consumption58,695.6 64,609.7 Data coverage Domestic factories under the Company's jurisdiction The Company’s renewable energy usage ratio has been 0% over the past two years. At this stage, the Company is focusing on process improvements and the management of energy and resource inputs, in conjunction with various energy conservation and carbon reduction initiatives. The Company aims to meet the Ministry of Economic Affairs (MOEA) Energy Bureau requirement that energy users achieve an average annual electricity savings rate of at least 1% from 2015 to 2028. In 2025, initiatives included the replacement of LED lighting (BOX area of the Kaohsiung plant, administrative building, and Buildings A/D of the Guantianplant),the upgrade of |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| traditional submerged arc welding machines to inverter- type welding machines, and the replacement of air compressors and dryers with energy-efficient models (2 units), resulting in estimated electricity savings of 247,395 kWh. These measures contribute to energy savings and carbon reduction, thereby reducing environmental impact. |
||||
| (III) Does the Company assess the potential risks and opportunities of climate change for its current and future operations and undertake response measures with respect to climate change? |
| (III) CSSC has formulated response strategies in response to the climate change risks and opportunities for the Company's operations: 1. Develop new shock- absorbing devices and establish the Company's own brand and performance verification procedures to lower costs and increase competitiveness. 2. Allocate budgets each year and prioritize the replacement of old machinery. Purchase new machines with variable frequency functions to increase energy efficiency and attain the goal of reducing electricity consumption by 1% each year. 3. Regularly review gas pipelines and prevent leaks of high-pressure gases. Reduce the duration of full- load operations of air compressors and increase the duration of no-load operations to reduce electricity consumption. 4. Set up detention pools in theplant area and design |
(III) No deviation. |
- 68 -
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| the flood detention volume based on the scale of the flood that occurred in 2011 to prevent heavy rainfall from causing floods in the plant area. 5. Adopt the best available control technologies for stationary pollution sources and conduct regular equipment maintenance to maintain the optimal efficiency of the equipment and increase the pollution prevention efficiency of the equipment. 6. Jointly organize steel structure seminars with higher education institutions, industry associations, and trade unions to promote steel structure products. 7. Follow the policies of the Group to stabilize the market share in the domestic steel structure market. Expand development in areas with greater climate risks such as Southeast Asia and expand disaster prevention infrastructure projects in Southeast Asia. 8. The Company discloses impact by climate risks and opportunities under different scenarios in the sustainability report, including actual risks caused by extreme climates (such as water shortage, rising sea level causing damage to assets in low- lying areas), transition risks caused byregulation or |
- - 69
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| policy changes (such as carbon taxes, increased costs from transition to low-carbon), and opportunities by providing low-carbon products and in green industries. The Company then drafts response plans to the results, including continued GHG reduction measures, and the commencement on researching and developing low-carbonprocesses. |
||||
| (IV) Does the Company calculate the amount of greenhouse gas emission, water consumption, and waste production in the past two years and implement policies to cut down energy and water consumptions, carbon and greenhouse gas emissions, and waste production? |
| (IV) CSSC discloses its greenhouse gas emissions, water consumption, and total weight of waste in recent years in the Sustainability Report as well as sets short-term, mid-term and long-term goals for environmental protection and annual implementation plan. In 2025, the Company completed the renewal of its ISO 14001 management system certification and, based on annual verification results, makes rolling adjustments to relevant plans and management measures. Through a systems- based approach, the Company continues to improve potential sources of pollution at China Steel Structure Corporation and reduce energy and resource consumption in the production process. Greenhouse gas inventory statistics and management policy: (1) The Company's GHG emissions in 2024 and 2025 are described below: |
(IV) No deviation. |
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| Unit: tCO2e; | Unit: tCO2e; | |||
|---|---|---|---|---|
| Year | 2024 2025 |
|||
| Scope 1 | 3,085.3424 3,387.6882 | |||
| Scope 2 | 7,339.6880 8,108.6060 | |||
| Total | 10,425.0304 11,496.2942 | |||
| Emissions | ||||
| intensity | ||||
| (Metric ton 0.529 0.549 |
||||
| CO2e/NT$ | ||||
| 1 million) | ||||
| Scope 3 | 358,520.880 367,921.221 | |||
| Note 1: The scope of Scope 1, | ||||
| Scope 2, and Scope 3 | ||||
| inventories covers all | ||||
| domestic plants under the | ||||
| jurisdiction of the Company | ||||
| (including its subsidiaries). | ||||
| Note 2: Scope 3 includes the | ||||
| following categories: | ||||
| employee commuting, | ||||
| business travel, waste | ||||
| generated in operations, | ||||
| upstream transportation and | ||||
| distribution, and fuel- and | ||||
| energy-related activities. | ||||
| (2) | Verification information: | |||
| The Company has | ||||
| conducted greenhouse gas | ||||
| (GHG) inventories since | ||||
| 2021 and has annually | ||||
| engaged third-party | ||||
| verification bodies | ||||
| accredited by the Ministry | ||||
| of Environment to conduct | ||||
| verification, obtaining | ||||
| verification reports and | ||||
| statements. On March 2, | ||||
| 2026, the Company | ||||
| (including its subsidiaries) | ||||
| completed the 2025 ISO | ||||
| 14064-1 Scope 1, Scope 2, | ||||
| and Scope 3 GHG | ||||
| inventory and third-party | ||||
| verification for its domestic | ||||
| plants under its | ||||
| jurisdiction. | ||||
| (3) | Management policy: | |||
| The Company takes actions | ||||
| in response to climate | ||||
| change, and adopts 2024 as | ||||
| the base year with the | ||||
| consolidated group | ||||
| boundaryandgreenhouse |
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| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| gas emissions of 10,425.0304 tCO2e (Scope 1: 3,085.3424 tCO2e; Scope 2: (7,339.6880 tCO2e). In 2025, the Company implemented the replacement of LED lighting (BOX area of the Kaohsiung plant, administrative building, and Buildings A/D of the Guantian plant), upgraded traditional submerged arc welding machines to inverter-type welding machines, and replaced air compressors and dryers with energy-efficient models, with estimated electricity savings of approximately 247,395 kWh. By 2030 (mid-term), emissions shall be 16.5% less than the base year. By 2050 (long- term), the goal is to reach carbon neutrality. The Company will review the effectiveness of its carbon reduction efforts on a rolling basis, select the most suitable path based on cost effectiveness and attention to future development trends, and under the strategic planning of "short-term carbon reduction, medium- and long-term low carbon, then zero carbon": 1. In the short term, we will adopt process improvements and |
- - 72
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| increase yield, equipment efficiency, power scheduling, and so forth. 2. In the medium and long term, efforts will be intensified to improve energy efficiency, plan the introduction of low- carbon/carbon-free energy, electrification, and so forth. However, the practical solutions for the medium- and long-term carbon reduction paths still lack practical and feasible technologies, and this is also seen as a challenge. Concrete action plans: 1. To enhance energy efficiency in the short term, plant lighting was replaced with LED lights. 2. Medium term process improvement: (1) The traditional fixed frequency type air compressors (100HP) will be gradually replaced with variable frequency models. (2) The traditional circulation type dryers (100HP) will gradually be replaced with the energy storage models. |
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| Promotion Item | Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
||
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| (3) The SAW gantries on the production line will be gradually replaced with variable frequency SAW gantries. 3. Official vehicles are gradually being replaced by hybrid vehicles, with efforts being made towards electrification of transportation equipment. Water management policies and water consumption statistics: (1) Water management policy: To reduce water consumption through recycling, the Company primarily uses tap water for employees’ daily use and on-site cleaning. Domestic wastewater and rainwater are recycled and purified for reuse in irrigation within the plant. In addition, the Company has installed water-saving devices with water efficiency labels on its faucets. (2) Water consumption statistics for the past two years: Unit: tons Year 2024 2025 Kaohsiung Factory 32,033.9 28,183.8 Guantian Factory 11,419.9 9,465.2 Note: Third-party verification information The tap water consumption data for 2024 (third-party verification under ISO 14064- 1:2018 completed on February 26,2025)and 2025(third-party |
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| Promotion Item | Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
||
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| verification under ISO 14064- 1:2018 completed on March 2, 2026) are consistent with the Scope 3 greenhouse gas data verified by a third party. (3) To assess the effectiveness of efforts to reduce tap water consumption, the Company has adopted the water recycling rate (recycled and reused wastewater and rainwater/total water consumption) as a quantitative benchmark. Future management targets are set at ≥5% in the short term (2025), ≥7% in the medium term (2030), and ≥10% in the long term (2050). In 2025, the Company reused approximately 4,830 tons of recycled water from its administrative building and ecological pond, achieving a recycling rate of approximately 11.3%. Waste management policies and waste statistics: (1) Waste management policy: The Company’s main goal is waste reduction and reuse. As waste generated by the plant is primarily general industrial waste, reuse is prioritized, and any remaining waste is handled by qualified waste disposal contractors. (2) Waste disposal volume in the past two years: Unit: tons Year 2024 2025 Kaohsiung Factory 3,826.4 4,089.2 Guantian Factory 2,028.6 2,055.0 Note: Third-party verification information |
- - 75
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| The Company’s waste disposal volumes for 2024 (with third-party verification under ISO 14064-1:2018 completed on February 26, 2025) and 2025 (with third- party verification under ISO 14064-1:2018 completed on March 2, 2026) are consistent with the third-party verified data for Scope 3 greenhouse gas emissions. (3) To assess the effectiveness of waste reduction and reuse initiatives, the Company has adopted the percentage of outsourced reuse of industrial waste (Category R) (outsourced reuse volume/total outsourced industrial waste) as a quantitative benchmark. Future management targets are set at ≥5% in the short term (2025), ≥20% in the medium term (2030), and ≥40% in the long term (2050). The Company’s outsourced reuse rate in 2025 was approximately19.1%. |
||||
| IV. Social issues (I) Has the company referred to relevant laws and international human rights instruments to stipulate relevant management policies and procedures? |
| (I) CSSC strictly adheres to the principles enshrined in the Constitution and does not violate personal freedom, use force labor, impose discrimination, or use child labor. The Company also formulated the "Measures of Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace" and established a committee to investigate sexual harassment complaints to prevent sexual harassment in theperformance of duties. |
(I) No deviation. |
- - 76
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| (II) Has the company established and offered proper employee benefits (including compensation, leave, and other benefits) and reflected the business performance or results in employee remuneration appropriately? |
| (II) CSSC offers salaries for new recruits that are higher than the minimum wage specified by the Ministry of Labor (the ratio of the minimum salary and the minimum wage specified by the Ministry of Labor is 1.003:1); The Company offers leave policies in accordance with the Labor Standards Act. All leave policies meet requirements in the Labor Standards Act and the Company also provides bonuses for full attendance and extra hours. CSSC implements performance-based management and uses the results of evaluations as the basis for the distribution of bonuses and salary adjustments. The Company also implements a rotation system and establishes fair and open promotion systems to provide employees with paths for career development and self- fulfillment. The Company distributes bonuses from production and sales earnings, year-end bonuses, and employee remunerations each year based on the state of operations. To stabilize labor-management relations, CSSC promotes labor-management harmony and protects labor interests, in March 2023, the collective bargaining agreement negotiation protocol was activated. A total of 3 negotiation meetings were held over six months, and the two parties signed a collective bargainingagreement on |
(II) No deviation. |
- - 77
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| November 24, 2023. The agreement has a validity of 3 years from the signing date to November 23, 2026. Contents of the agreement that are superior to the legal requirements include employee stock ownership trust that encourages employees to become partners of the Company, the 8-day maternity examination leave that builds a parent-friendly workplace, as well as collective bargaining agreements that allow the management system to have a binding effect on both labor and management. |
||||
| (III) Has the company provided a safe and healthy working environment and provided employees with regular safety and health training? |
| (III) CSSC uses large quantities of wave roofing sheets with lighting on its roofs to increase the brightness inside the plants and reduce electricity consumption for lighting. The Company also set up safe walkways to ensure safety of employees' movement in the plants. The plants are equipped with first-aid stretchers and first-aid kits. The office areas of the plants also contain medical service stations to provide first- aid assistance and bandaging. CSSC has obtained ISO 45001 certification, follows regulations in occupational safety laws and regularly organizes safety and health training programs. The Company appoints external professional institutions to provide certain special occupational safety training so that employees and partners obtain the necessary knowledge and skills for their work. The |
(III) No deviation. |
- - 78
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from |
|---|---|---|---|---|
| Sustainable | ||||
| Development Best | ||||
Practice Principles |
||||
| Yes | No | Summary | for TWSE/TPEx- |
|
| Listed Companies | ||||
| andreasons | ||||
| continuous training help increase the employees and partners' occupational safety awareness. In 2025, the Company reached the goal of zero fire occurrences; There were zero major personnel accidents and zero disabling injuries (resulting in absence from work for more than one day), with a disabling injury frequency rate of 0. The Company will continue to refine and realize occupational safety, enhance employees’ safety awareness, promote technological prevention, and establish appropriate work safety culture to reach the goal of zero occupational injury. The Company also organizes health examination for all ages and all genders, and health promotion activities and seminars each year to improve the physical and mental health ofemployees. |
||||
| (IV) Has the company set up effective career development and training programs for its employees? |
| (IV) CSSC provides special training for managers who received promotions or changed their duties and new employees. Each unit proposes training requirements each year based on the needs of their business operations and the Human Resource Section takes charge of formulating the training. |
(IV) No deviation. | |
| (V) Does the Company comply with relevant regulations and international standards regarding customer health and safety, right to privacy, advertising and labelingof itsproducts |
| (V) CSSC's products are not the final products and they are not dangerous items, hazardous substances, or chemicals defined in international and domestic laws. Therefore, there are currently no related regulations forproviding |
(V) No deviation. |
- - 79
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| and services and set up relevant consumer protection policies and complaint procedures? |
guidance. Most of CSSC's products are sold through tenders or price negotiations. Customers mostly appoint professional construction supervision companies to supervise construction. Therefore, CSSC does not use unfair, incomplete, or erroneous marketing or information to mislead customers to purchase products and services that do not meet their requirements. In line with ISO 9001 standards, the Company has established the Customer Satisfaction Management Policy and the Customer Complaint Handling Policy, and has formulated and disclosed policies to protect the rights and interests of consumers and customers, in compliance with the Company’s Sustainable Development Best Practice Principles. The marketing and labeling of products and services comply with applicable laws and regulations and international standards, and shall not involve any deception, misleading practices, fraud, or any other conduct that undermines consumer trust or infringes upon consumer rights. Furthermore, under the Company’s Ethical Corporate Management Operating Procedures and Code of Conduct, all contracts clearly specify complaint channels and handling procedures to safeguard the rights and interests of consumers. CSSC has alwayspaid close |
- 80 -
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| attention to the confidentiality of customers' information and privacy rights. To implement mechanisms for protecting customer privacy rights, we are committed to the safety management of confidential information and we comply with customers' requirements for signing confidentiality agreements before bids are submitted to maintain the confidentiality of drawings, specifications, and other information provided by customers. All supervisors are responsible for ensuring and supervising employees under their management in compliance with confidentiality obligations to ensure that confidential information is fully protected. Employees are obligated to meet confidentiality obligations and CSSC has not received any complaint sofar. |
||||
| (VI) Has the Company formulated supplier management policies that require suppliers to comply with relevant regulations on environmental protection, occupational safety and health, and labor rights and request their reporting on the implementation of such regulations? |
| (VI) The majority of the Company’s main raw material suppliers are based in Taiwan and are mostly concentrated in the central and southern regions, including China Steel Corporation (steel plates), Dragon Steel Corporation (hot-rolled steel and narrow steel plates), and suppliers of other steel materials, welding materials, and hardware. They are classified into key and non-key suppliers according to the supplied items. Currently, the Company has 9 key suppliers. In addition to key suppliers, those that have conducted more than six transactions with the |
(VI) No deviation. |
- 81 -
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| Company or have cumulative orders exceeding NT$1 million in the past six months are classified as non-key suppliers which are assessed by the Company every six months. The assessment items include supply quality, on-time delivery rate, urgent cooperation, etc. Suppliers that have a significant negative impact on society or the environment are placed on a blacklist and excluded from transactions, while suppliers with an assessment quality score below 50 or a total score below 80 will be suspended from procurement for six months. In the first half of 2025, the Company's assessment scores of key suppliers all reached 90 points or above, and the assessment scores of non-key suppliers all reached 90 points or above. In the second half of 2025, the assessment scores of key suppliers all reached 90 points or above, and the assessment scores of non-key suppliers all reached 90 points or above. Since the steel structure industry is labor-intensive, and the Company’s order volume has increased year by year, employees have gradually transitioned into management positions. Currently, most of the production lines at the Kaohsiung Plant and Guantian Plant have been outsourced to professional contractors, all of which are local partners in Taiwan. Prior to registration, contractors are subject to on- site evaluations conducted by |
- 82 -
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| professional units. Evaluation criteria include paid-in capital, factory and fabrication facilities, key technical personnel, quality control organization, major equipment, and project experience. Relevant occupational safety and health ISO certifications will be included as additional evaluation criteria in the future. To better align contractors with the Company’s occupational safety culture, the Company has established the Supplier Safety and Health Management Regulations, which set out the Company’s safety and health requirements and standards. Relevant provisions on occupational safety and health, labor rights, and privacy protection are also incorporated into project contracts as part of the contractual obligations. Contractors are required to complete occupational safety and health training before entering the site, and must comply with the Company’s work rules and safety requirements during operations. In the event of any material incident that affects the environment or society, the Company may terminate the contract or suspend the contractor depending on the severity of the incident. The Company's on-site execution unit conducts monthly assessments on registered qualified partner manufacturers. The assessment items include delivery date, quality, work safety,etc. The assessment |
- 83 -
| Promotion Item | Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|---|---|---|---|---|
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| results serve as a reference for subsequent assigned work. If the supplier's assessment score is less than 70 points for three consecutive months, the Company will suspend the supplier for one year. Those with less than 60 points will be suspended for two years. In 2025, the Company's evaluation results for each partner manufacturer reached 70 points orabove. |
||||
| V. Has the Company adopted internationally recognized standards or guidelines to prepare non-financial reports such as the Sustainability Report? Has the Company obtained a third-party assurance or verification for such reports? |
| The Company’s 2024 Sustainability Report, prepared in 2025, was assured by the independent and reputable CPA firm Crowe (TW). The assurance was conducted at a limited assurance level in accordance with Assurance Standard No. 3000, “Assurance Engagements Other than Audits or Reviews of Historical Financial Information,” issued by the Accounting Research and Development Foundation of the Republic of China. The content complies with the Global Reporting Initiative (GRI) 2021 Standards, the “Regulations Governing the Preparation and Filing of Sustainability Reports by Listed Companies” issued by the Taiwan Stock Exchange, and the standards issued by the Sustainability Accounting Standards Board (SASB). In accordance with the Taiwan Stock Exchange’s revised regulations governing sustainability reports, which stipulate that such reports shall be approved by the Board of Directors, the Company’s 2024 Sustainability Report was approved by the Board of Directors on August 6,2025,and has been |
No deviation. |
- 84 -
-
Deviations from
-
Implementation status Sustainable (Note 1) Development Best
-
Promotion Item Practice Principles for TWSE/TPEx-
-
Yes No Summary Listed Companies and reasons
-
disclosed on the “Sustainable Development” section of the Company’s website and the Market Observation Post System (MOPS).
-
VI. If the Company has formulated its own sustainable development principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe the deviations of the implementation from the principles: The Company has established Sustainable Development Best Practice Principles in accordance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and disclosed on the Market Observation Post System and the company website. The actual operations meet requirements in the "Sustainable Development Best Practice Principles" and there are no material discrepancies.
-
VII. Other key information useful for explaining the status of sustainable development practices: 1. Environmental protection: China Steel Structure Corporation implements annual internal audit programs and third-party verification measures for its environmental management system in accordance with ISO 14001. The Company also conducts regular regulatory reviews to identify applicable environmental laws and regulations, ensuring that all operational processes remain compliant. The Company obtained ISO 14001 recertification in 2022 and conducts environmental aspect identification to assess the potential environmental impacts of all activities and operations. The certificate was renewed by SGS Taiwan Ltd. on December 14, 2025, following third-party verification, to maintain the effectiveness of the system (valid from December 14, 2025 to December 14, 2028). The Company aimed to use system operations to make continuous improvements for potential pollution in CSSC, reduce the energy and resources consumed in the production process, and reduce greenhouse gas emissions. The Company’s Administration Department assists in promoting and planning environmental protection operations, and each plant appoints dedicated environmental protection personnel in accordance with applicable regulations. In addition to the environmental management system currently in operations, CSSC follows the policies of the CSC Group and regularly implements self-reviews for compliance with amendments of regulations and new legislation to formulate response strategies.
-
Community engagement: CSSC maintains good interactions with local communities and actively participates in activities of local authorities. The Company provides subsidies for the operations of local associations and donates supplies to local authorities and groups for underprivileged groups. CSSC jointly organizes festivities for special holidays with local communities and visits local communities from time to time to maintain good interactions with local residents.
-
Contribution to society: CSSC established regulations for bonus points in written examinations taken by residents of Yanchao District of Kaohsiung City to encourage local residents to join CSSC. The Company assigns security personnel to help direct traffic at the Company's intersections to reduce the impact of company vehicles on local traffic conditions. CSSC works with specific schools and provides internship opportunities. Interns can work at CSSC during the internship period to accumulate practical work experience, helping them smoothly transition to the workplace after graduation.
-
Services for the society: CSSC incorporates the culture of local communities. In addition to actively communicating and interacting with local residents and sponsoring or hosting
- 85 -
| Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from | ||
|---|---|---|---|---|---|
| Sustainable | |||||
| Development Best | |||||
| Promotion Item | Practice Principles |
||||
| Yes | No | Summary | for TWSE/TPEx- |
||
| Listed Companies | |||||
| andreasons | |||||
| various community building activities, the Company also works with the departments of architecture and civil engineering of multiple higher education institutions in Taiwan. CSSC organizes tours of plant with the aim of making contributions to education and the industry and building solid foundations for the future steel structure industry with CSSC's experience in the industry and completed projects. 5. Social welfare: In response to frequent earthquakes across the world in recent years, CSSC jointly organized steel structure design and technology seminars with domestic steel structure institutions and invited industry experts and scholars to attend the seminars. CSSC introduced the square steel pipes and H-beams commonly used in structures of Japanese architecture and explored their superior shock-absorbing performance and cost effectiveness with the aim of upgrading the domestic steel structure industry. The Company also provided design references to domestic steel structure designers to improve the shock resistance of buildings in Taiwan. 6. Consumer rights: The CSSC Sales Division, Trade and Procurement Division, and Quality Assurance Department regularly conduct customer satisfaction surveys to respond to customer demands. The Company upholds the service ideals for placing customers and quality first to satisfy their requirements. CSSC set up an owner's section on the official website for owners to obtain product information online at all times. Online services include: (1) Owners can access the list of CSSC project members, telephone numbers, and e-mails as well as the product completion schedules online at any time. (2) Communication platform between owners and CSSC. (3) Obtain product manufacturing drawings and gain control over drawing progress and drawing information. (4) Monitor the product manufacturing progress. 7. Human rights: CSSC strictly abides by the local regulations of its global operations. The Company supports and follows the principles and values enshrined in international human rights conventions such as the "United Nations Universal Declaration of Human Rights", "United Nations Global Compact", "United Nations Guiding Principles on Business and Human Rights," the International Labour Organization (ILO), and the ILO's "Declaration on Fundamental Principles and Rights at Work." The fulfill this pledge, CSSC regularly identifies employees' occupational safety and health risks and material environmental concerns and continues to improve the work conditions and employee welfare of all employees. Tangible actions are as follows: |
|||||
| Item | Tangible actions | ||||
| Workplace health and safety |
1. The Company has passed ISO 14001 (Environmental Management System), ISO 45001 & CNS 45001 (Occupational Health and Safety Management System), and Taiwan Occupational Safety and Health. Management System (TOSHMS) review and certification. The Company also consolidated CSSC's safety, health, energy, and environmental policies to provide employees of the Company with a safe work environment. 2. The Company continues to organize safety and health promotion activities to actively promote and create a high-quality workplace environment. The Company also received the Healthy Workplace Accreditation – Health Promotion Mark from the Health Promotion Administration, Ministry of Health and Welfare in 2025. |
- 86 -
| Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from | ||
|---|---|---|---|---|---|
| Sustainable | |||||
| Development Best | |||||
| Promotion Item | Practice Principles |
||||
| Yes | No | Summary | for TWSE/TPEx- |
||
| Listed Companies | |||||
| andreasons | |||||
| 3. Each year, the Company invites government agencies or scholars and experts from academic institutions to deliver lectures on safety and health topics, enhancing the safety andhealth knowledge ofemployees and contractors. |
|||||
| Eliminate unlawful discrimination to ensure equal employment opportunities |
1. The Company offers salaries for new recruits that are higher than the minimum wage specified by the Ministry of Labor and uses a competitive salary system (the ratio of the minimum salary and the minimum wage specified by the Ministry of Labor is 1.003:1) to attract talented employees. 2. Employee salaries: Employee salaries are determined by their academic records and experience, position, market rates, and personal work performance. The Company never offers different salaries on the basis of gender, race, religion, political views, place of birth, origin, physical or mental disability, appearance, or marital status. The starting salary ratio for both male and female employees with the same qualifications is 1: 1 and there are no gender-based differences. The Company has not had employer-employee disputes or discrimination cases since its founding. 3. Employee hiring and promotions: The Company does not impose restrictions on gender, age, place of birth, origin, marital status, appearance, political views, or religious beliefs. Employees have equal opportunities if they meet the skill requirements and qualificationsforjobs. |
||||
| Ban on the use of child labor |
The Company surveys the manpower requirements of all units every year and establishes the annual manpower requirement and recruitment plan after obtaining approval. The Company then publicly recruits new employees to prepare the manpower necessary for future operations. CSSC has never used child labor since itsfounding. |
||||
| Ban on forced labor |
The Company abides by labor laws and international norms, and does not force or coerce anyindividuals to providelaboragainst theirwill. |
||||
| Physical and mental health and work-life balance 1. The Company established multiple clubs and provides suitable subsidies to support their operations. The Company encourages employees to take part in club activities with the aim of connecting employees through club activities and achieving work-life balance. 2. Where individuals or units wish to express an opinion, they may provide feedback to the direct supervisor through the administration system. The supervisor shall help them consult related units to address the issues. If the individuals or units feel that their opinions are not adequately addressed, they may use channels such as the Employee Welfare Committee, company labor union, employer-employee meetings, and the complaint system to seek solutions for improvingtheposition of laborers and fight for labor rights. 8. Safety and health: The CSSC Industrial Safety & Hygiene Department is responsible for planning, supervising, promoting, and implementing the Company’s safety and health operations, and serves as the dedicated unit for occupational safety and health at CSSC. The Company appointed dedicated safety and health personnel for plants and construction sites to implement occupational safety and health management, inspections, improvements of deficiencies, training, and warnings of hazards. China Steel Structure Co., Ltd. passed the safety and health management system CNS 45001 Management System Verification in 2019 and the external audit for the revision/renewal certification of the ISO 45001:2018 Environmental Management System |
1. The Company established multiple clubs and provides suitable subsidies to support their operations. The Company encourages employees to take part in club activities with the aim of connecting employees through club activities and achieving work-life balance. 2. Where individuals or units wish to express an opinion, they may provide feedback to the direct supervisor through the administration system. The supervisor shall help them consult related units to address the issues. If the individuals or units feel that their opinions are not adequately addressed, they may use channels such as the Employee Welfare Committee, company labor union, employer-employee meetings, and the complaint system to seek solutions for improvingtheposition of laborers and fight for labor rights. |
- - 87
| Implementation status (Note 1) |
Implementation status (Note 1) |
Implementation status (Note 1) |
Deviations from Sustainable Development Best Practice Principles |
|
|---|---|---|---|---|
| Promotion Item | ||||
| Yes | No | Summary | for TWSE/TPEx- Listed Companies andreasons |
|
| in 2025 (effective date: from from 2025/11/26 to 2028/11/25). SGS shall be responsible for subsequent annual audits and the certificate shall be renewed every three years. CSSC is also committed to creating a healthy workplace and promote the CSC Group's Green Living initiatives. The Company organizes smoke-quitting courses, weight-loss courses and health promotion seminars with local Health Bureaus from time to time and encourages employees and partners to participate in these activities. 9. Other social responsibility activities: CSSC has obtained non-radioactive contamination certificates for all materials produced by the Company. CSSC also implements non-destructive tests in the production process to ensure the safety and reliability of CSSC products. CSSC conducts regular audits of suppliers to ensure that their management, quality, safety and health, environmental protection, delivery schedule, and shipment volume meet CSSC requirements. The Company offers commendation for outstanding suppliers and encourages suppliers to continue to improve. 10. Specific plans for implementing corporate social responsibility and achievements: (1)Plans to be implemented byCSSC in 2024: Month Items Remarks/ Beneficiaries January to December 1. The Company cares about disadvantaged groups in local communities and fulfills corporate social responsibility. We plan to sponsor local groups to jointly provide care to disadvantaged elderly in the society in approximately 30 activities and provide approximately NT$320,000 to sponsor activities. 2. We develop talents for the country and assist local elementary schools and junior high schools in organizing activities. We plan to sponsor 7 activities with approximately NT$90,000 in sponsorship. 3. The Company participates in and supports local communities (Yanchao District) in organizing festivities, temple events, local charity events, and public welfare events. We plan to sponsor approximatelyNT$56,000 for 3 events. 3,419 people (2) The actual participation and subsidies provided by China Steel Structure Co., Ltd. in 2025 were as follows: ①The Company participated in and supported local communities (Yanchao District) in organizing festivities, temple events, local charity events, public welfare events, and other activities organized by registered organizations in 33 activities and provided approximately NT$376,000 to sponsor activities. ②We developed talents for the country and assisted local elementary schools and junior high schools in organizing activities. We sponsored 9 activities with approximately NT$90,000 in sponsorship. ③The areas near CSSC Kaohsiung Plant (Yanchao District) and Guantian Plant (Guantian District) produce a wide variety of agricultural products. The Indian Jujube and guavas produced in Yanchao District are famous across Taiwan and China. They are even exported to countries like Canada. Guantian is famous for producing water caltrop and pomelos. The Company always considers purchasing local agricultural products as gifts for festivities to help promote and support local agriculture. |
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==> picture [337 x 125] intentionally omitted <==
----- Start of picture text -----
Deviations from
Implementation status Sustainable
(Note 1) Development Best
Promotion Item Practice Principles
for TWSE/TPEx-
Yes No Summary Listed Companies
and reasons
11. Dedication of resources in the domestic cultural development: In 2025, the Company sponsored
NT$250,000 to the General Association of Chinese Culture for the “We Are Formosa 2025
Chinese New Year’s Eve” event, NT$500,000 to the Kaohsiung Philharmonic Cultural & Arts
Foundation and the Kaohsiung Music Center for the jointly organized “2025 Kaohsiung Lantern
Festival,” and approximately NT$500,000 for other smaller activities. The total sponsorship
amount was approximately NT$1.25 million.
----- End of picture text -----
-
Note 1: Regardless of whether "Yes" or "No" was selected, explanation must be provided in the Summary column.
-
Note 2: The materiality principle refers to related environmental, social, and corporate governance issues that may cause material impact on the Company's investors and other stakeholders.
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Climate-related information
1. Implementation status of climate-related information
| Item | Implementationstatus |
|---|---|
| 1. Describe the Board of Directors' oversight and governance of climate-related risks and opportunities. |
①A Sustainable Development Committee has been established to monitor risks arising from climate change from a sustainable development perspective and to formulate corresponding measures, and reports relevant matters to the Board of Directors at least once a year. ②Reports on climate change response measures, including energy conservation initiatives, are presented to the Board of Directors, such as the interim implementation results of the ESG short-term development targets (2025) reported on December 29, 2025. ③A Sustainable Environment Team has been established to discuss various climate change risks and develop corresponding measures to reduce transition and physical risks arising from climate change, identify related opportunities, and integrate greenhouse gas emission reductionand climate change adaptationstrategies across allunits. |
| 2. Describe how the identified climate risks and opportunities affect corporate business, strategy and finance (short-term, mid- term,long-term). |
①In coordination with the carbon neutrality path, it is planned for 2025 (short term), 2030 (medium term), and 2050 (long term). ②Through cross-department discussions and identification of climate- related risks and opportunities, and based on the professional experience of each unit, we evaluated the time interval, likelihood of occurrence and degree of impact of climate risks and opportunities, carried out risk identification and classification, then evaluated the potential impact on the Company's operations and finances. |
| 3. Describe the impact of extreme climate events and transitional actions on finances. |
We reviewed the impact by climate risks and opportunities under different scenarios, including actual risks caused by extreme climates (such as water shortage, rising sea level causing damage to assets in low-lying areas), transition risks caused by regulation or policy changes (such as carbon taxes, increased costs from transition to low-carbon), and opportunities by providing low-carbon products and in green industries. The Company then drafted response plans to the results, including continued GHG reduction measures, and the commencement on researching and developing low- carbonprocesses. |
| 4. Describe how processes for identifying, assessing and managing climate risks are integrated into the organization’s overall risk management system. |
①The Risk Management Team under the Sustainable Development Committee is responsible for overall risk management matters. When identifying risks, management is conducted qualitatively or quantitatively by analyzing the operating environment and covering all business and operational activities. When relevant responsible units identify potential sources of risk, they also consider both external and internal environmental factors in their assessments. ②Climate risks can be broadly categorized into two types, namely transition risks and physical risks. These are further subdivided into policy and regulations, technology, market, reputation, and acute and chronic risks. Opportunities are categorized into resource efficiency, energy sources, products and services, market, and organizational resilience. Participating units identified potential transition risks (7 items), physical risks (5 items), and opportunities (7 items) that climate change may pose to the Company’s operations through internal surveys and assessments. They then used three factors, namely business relevance,vulnerability (risk response or opportunity preparedness),and |
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| Item | Implementationstatus | Implementationstatus | Implementationstatus | Implementationstatus |
|---|---|---|---|---|
| impact or contribution, to conduct assessments and develop a risk and opportunitymatrix. |
||||
| 5. If scenario analysis is used to analyze and evaluate resilience in the face of climate change risks, the scenario, parameters, hypotheses, analytical factors and main impacts on finance should be explained. |
①The Company’s resilience in the face of climate change risks as indicated by scenario analysis is explained below: |
|||
| Type of opportunity | Climate scenario |
Response action | ||
| Transition risks |
Respond to legal requirements and reduction goals set by clients, international initiatives and the Company. Continue increasing the usage percentage of renewable energy. |
IEA APS |
Set short-term, mid- term and long-term carbon reduction goals through organizational carbon inventory. Plan the green energy needed before 2030. |
|
| Transition risks |
In response to the low- carbon development trend, the Company actively researches and develops new low- carbon technologies and materials, causing costs to increase. |
IEA APS |
Collect relevant data and information on replacing the protective gas for welding, and move towards low- carbon materials. |
|
| Transition risks |
In response to low- carbon development trend, improve the energy efficiency or resource efficiency standards for all assets, such as switching to high-efficiency equipment and low- carbon materials, which increases operating costs. |
IEA APS |
Improve energy usage efficiency and processes, and replace old equipment as well as optimize process parameters. Continue paying attention to process carbon- reduction technologies. |
|
| ②The reduction cost is calculated using a linear approach based on the average annual reduction required, together with carbon prices and renewable energy costs. |
||||
| 6. If there is a transition plan in response to the management of climate-related risks, explain the plan and the indicators and goals for the identification and management of actual risks and transition risks. |
①The Company has taken concrete actions to address climate change. Using 2024 as the base year, it has set targets to reduce emissions by 1.5% in 2025 (short term) and 16.5% in 2030 (mid term) compared with the base year, and aims to achieve carbon neutrality by 2050 (long term), with a carbon neutrality roadmap planned. ②In the short term, the focus is on increasing efforts to improve energy efficiency, coupled with the use of renewable energy. The medium- and long-term plans prioritize low-carbon development before moving to zero-carbon development, primarily through expanding the use of renewable energy, equipment electrification, and the use of carbon-free fuels. |
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| Item | Implementationstatus |
|---|---|
| 7. If the internal carbon pricing is used as tool for planning, the basis for establishing the prices shall be explained. |
①Internal carbon pricing is set at NT$300 per ton of CO₂e as the short- term basis. ②The scope of application and principle of use are for the evaluation of capital expenditure investments, and the cost will be adjusted on a rolling basis thereafter. |
| 8. If climate-related goals are set, information such as the activities covered, the scope of GHG emissions, the planning period, and annual progress should be explained; If carbon offsets or renewable energy certificates (RECs) are used to achieve relevant goals, the source and quantity of the offset carbon reduction credits or the number of renewable energy certificates (RECs) should be explained. |
1. The Company has taken actions in response to climate change and designated 2024 as the base year, using greenhouse gas emissions within the boundary of the 2024 consolidated financial statements, totaling 10,425.0304 tCO2e (Scope 1: 3,085.3424 tCO2e; Scope 2: 7,339.6880 tCO2e). 2. The Company’s short-term and medium-term carbon reduction targets, strategies, and action plans are as follows: (1) By 2025 (short-term) and 2030 (mid-term) emissions shall be 1.5% and 16.5% less than the base year, respectively. By 2050 (long- term), the goal is to reach carbon neutrality. (2) The Company reviews the effectiveness of its carbon reduction efforts on a rolling basis, selects the most appropriate pathway based on cost effectiveness and future development trends, and adopts the strategy of “short-term carbon reduction, followed by low carbon and then zero carbon in the medium and long term.” In the short term, we will adopt process improvements and increase yield, equipment efficiency, power scheduling, and so forth. In the medium and long term, efforts will be further intensified to carry out process improvements, enhance energy efficiency, and plan the introduction of low-carbon (carbon-free) energy and electrification. However, the implementation of medium- and long-term carbon reduction pathways still lacks practical and feasible technologies, which is also regarded as a challenge. (3) Specific action plans for the short and medium term: Short-term energy efficiency improvement: Plant lighting was replaced with LED lights. Mid-term process improvements and the introduction of low- carbon (carbon-free) energy: The traditional fixed frequency type air compressors (100HP) will be gradually replaced with variable frequency models. The traditional circulation type dryers (100HP) will gradually be replaced with the energy storage models. The SAW gantries on the production line will be gradually replaced with variable frequency SAW gantries. Official vehicles are gradually being replaced by hybrid vehicles, with efforts being made towards electrification of transportation equipment. 3. The Company continues paying attention to global climate change trends, and first aims at low-carbon while moving gradually towards zero-carbon. The Company also applies energy transition on company operation. Currently, the Company has not used carbon offsets or RECs. 4. Emissions in 2025 are estimated at 11,496.2942 tons of CO₂ equivalent, representing an approximate 10% increase compared to the baseline year(2024). |
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| Item | Implementationstatus |
|---|---|
| 9. GHG inventory, assurance and reduction goals, strategies and concrete action plans (disclosed in 1-1 and 1-2). |
Please refer to tables 1-1 and 1-2. |
1-1 GHG inventory and assurance of the Company in the past two years 1-1-1 Annual greenhouse gas inventory
| Describe GHG emission in the past two years (tons CO2e), intensity (tons CO2e/million dollars) and | Describe GHG emission in the past two years (tons CO2e), intensity (tons CO2e/million dollars) and | Describe GHG emission in the past two years (tons CO2e), intensity (tons CO2e/million dollars) and |
|---|---|---|
data coverage. |
||
| The Company's GHG emissions in 2024 and 2025 are described below: Year 113 114 |
||
| 113 | 114 | |
| Scope 1 (tCO2e) |
3,085.3424 | 3,387.6882 |
| Scope 2 (tCO2e) |
7,339.6880 | 8,108.6060 |
| Intensity (Metric ton CO2e/ NT$1 million) |
0.529 | 0.549 |
| Scope 3 (tCO2e) |
358,520.880 | 367,921.221 |
| Data coverage Domestic factories under the Company's jurisdiction (including subsidiaries) Domestic factories under the Company's jurisdiction (including subsidiaries) Note: The scope of Scope 3 inventory covers employee commuting, business travel, waste generated from operations, upstream transportation and distribution, and fuel- and energy- related activities. |
Domestic factories under the Company's jurisdiction (including subsidiaries) |
Domestic factories under the Company's jurisdiction (including subsidiaries) |
-
Note 1: Direct greenhouse (GHG) emissions (Scope 1, i.e., occur directly from sources that are controlled or owned by an organization), indirect emissions associated with energy (Scope 2, e.g., indirect GHG emissions associated with electricity, heat or steam input), and other indirect emissions (Scope 3, i.e., emission generated from company activities that are not associated with energy but instead from other sources owned or controlled by the company).
-
Note 2: Date coverage for direct emissions and energy-associated indirect emissions shall be implemented in accordance with the schedule stated in Article 10, Paragraph 2 of the Guidelines. Information on other indirect emissions shall be disclosed voluntarily.
-
Note 3: GHG inventory standards: Greenhouse Gas Protocol or ISO 14064-1 published by the International Organization for Standardization.
-
Note 4: GHG emission intensity may be calculated per unit product / service or sales volume. However, at least data calculated by sales volume (NT$ million) shall be described.
1-1-2 GHG assurance information
The assurance status in the past two years up until the printing date of the annual report is explained, including assurance range, assurance institution, assurance criteria and assurance opinion.
- ① The Company conducts GHG inventory since 2021, and outsourced the operation to third-party verification institutions approved by the Ministry of Environment each year to obtain verification certificates. Since 2024, the inventory purview in Scope 1 and Scope 2 emissions covers the Company's consolidated group boundary. In addition, the Company actively conducts Scope 3 inventory, which comprises the items of "employee commuting," "business travel," "waste
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The assurance status in the past two years up until the printing date of the annual report is explained, including assurance range, assurance institution, assurance criteria and assurance opinion.
-
generated in operations," "upstream transportation and distribution," and "fuel and energy related activities" for review by impartial third-party verification institutions to obtain verification certificates. The Company will continue refining inventory content.
-
② The Company’s greenhouse gas emissions for 2024 and 2025 obtained third-party verification statements under ISO 14064-1:2018 on June 27, 2025 and March 2, 2026, respectively.
-
③ Relevant assurance (third-party verification) information will also be disclosed in the sustainability report and on the Company’s website.
-
Note 1: Implemented in accordance with the schedule stated in Article 10, Paragraph 2 of the Guidelines.
-
Note 2: The verification institution shall meet the relevant regulations on the verification institution for sustainable reports as required by the Taiwan Stock Exchange Corporation and the Taipei Exchange (formerly GreTai Securities Market).
-
1-2 GHG reduction goals, strategies and concrete action plans
Describe the GHG reduction baseline year and the data, reduction goals, strategies, concrete action plans and achievement status of reduction goals.
-
The Company takes actions in response to climate change, and adopts 2024 as the base year with the consolidated group boundary and greenhouse gas emissions of 10,425.0304 tCO2e (Scope 1: 3,085.3424 tCO2e; Scope 2: 7,339.6880 tCO2e).
-
Reduction goals: By 2025 (short term) and 2030 (mid term), emissions are targeted to be reduced by 1.5% and 16.5%, respectively, compared to the base year. The Company aims to achieve carbon neutrality by 2050 (long term). Emissions in 2025 are estimated at 11,496.2942 metric tons of CO₂e, representing an approximate 10% increase compared to the baseline year (2024).
-
Strategy:
-
The Company will review the effectiveness of its carbon reduction efforts on a rolling basis, select the most suitable path based on cost effectiveness and attention to future development trends, and under the strategic planning of "short-term carbon reduction, medium- and long-term low carbon, then zero carbon":
-
In the short term, we will adopt process improvements and increase yield, equipment efficiency, power scheduling, and so forth.
-
In the medium and long term, the Company will further intensify efforts to improve processes, enhance energy efficiency, and plan the introduction of low-carbon (carbon-free) energy and electrification.
-
Concrete action plans:
-
(1) Short-term plans: Plant lighting was replaced with LED lights.
-
(2) Medium term:
-
The traditional fixed frequency type air compressors (100HP) will be gradually replaced with variable frequency models.
-
The traditional circulation type dryers (100HP) will gradually be replaced with the energy storage models.
-
The SAW gantries on the production line will be gradually replaced with variable frequency SAW gantries.
-
Official vehicles are gradually being replaced by hybrid vehicles, with efforts being made towards electrification of transportation equipment.
-
-
Note 1: Implemented in accordance with the schedule stated in Article 10, Paragraph 2 of the Guidelines.
-
Note 2: The baseline year shall be the year when the consolidated financial report boundaries complete the inventory.
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- (VI) Implementation of Ethical Corporate Management and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the Reasons for Such Deviations
| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| I. Establishment of ethical management policies and solutions (I) Has the company established the ethical corporate management policies approved by the Board of Directors and specified in its rules and external documents the ethical corporate management policies and practices as well as the commitment of its Board of Directors and senior management to implementing the management policies? |
| (I) The Company has established ethical corporate management policies such as the "Code of Ethical Conduct for Directors", "Code of Ethical Conduct for First Echelon or Above Executives", "Ethical Corporate Management Best Practice Principles", and "Ethical Corporate Management Operating Procedures and Code of Conduct". The establishment and amendment of these policies were approved in resolutions of the meetings of the Board of Directors and reported to the general shareholders' meeting. They are also disclosed on the Market Observation Post System and the Company's website. They specify the principles of honesty and integrity for Directors, managerial Officers, and employees and prohibit them from engaging in unethical conduct. The Company publishes the |
(I) No material deviation. |
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| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| (II) Has the company established a risk assessment mechanism against unethical conduct, analyze and assess operating activities with higher risk of unethical conducts on a regular basis, and establish prevention programs accordingly, which shall at least include the preventive measures specified in Article 7, Paragraph 2 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? |
| Sustainability Report each year. The CSR Report also contains the commitment of the Board of Directors and the management to the active implementation of their management policies. (II) CSSC has established regulations including the "Ethical Corporate Management Best Practice Principles", "Ethical Corporate Management Operating Procedures and Code of Conduct", "Code of Ethical Conduct for Directors", "Code of Ethical Conduct for First Echelon or Above Executives", and "Guidelines for Employees' Recusal from Conflicts of Interest". The contents encompass the preventive measures for actions specified in the subparagraphs of Article 7, Paragraph 2 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". The Company also established measures for preventing unethical conduct as well as strict penalties for unethical conduct in the "Employee Rewards and Penalties Regulations" so that employees fully understand the Company's ethical corporate management philosophy and rigorously comply with the requirements. |
(II) No material deviation. |
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| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| (III) Has the company established policies to prevent unethical conduct with relevant procedures, guidelines of conduct, punishment for violation, rules of appeal clearly stated in the policies, implemented the policies, and review the policies on a regular basis? |
| (III) CSSC established regulations to prevent unethical conduct such as the "Ethical Corporate Management Best Practice Principles" which specify operating procedures, code of conduct, penalties for violations, and the complaint system. CSSC also established effective accounting and internal control systems, and internal auditor regularly audit activities with higher risks of unethical conduct and regularly report to the Board of Directors. When internal auditor discover a system that requires an amendment for ethical corporate management, they will request the organizing unit to implement the amendment. In addition, the Company also established regulations in the Employee Rewards and Penalties Regulations to dismiss employees who accepted bribes, accepted entertainment or gifts from others, or embezzles or fails to repay company funds. |
(III) No material deviation. |
|
| II. Implementation of ethical corporate management (I) Has the company evaluated the integrity records of parties it does business with and stipulated ethical conduct clauses in business contracts? |
| (I) CSSC evaluates the ethical corporate management status of owners, suppliers, and partners which is used as an important criterion for selecting business partners. The Company establishes integrityclauses in contracts |
(I) No material deviation. |
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| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| (II) Has the company set up a dedicated unit under the Board of Directors to promote ethical corporate management and regularly (at least once every year) report to the Board of Directors the implementation of the ethical corporate management policies and prevention programs against unethical conduct? |
| with business partners and imposes high amounts of punitive default penalties in the event of a violation of a contract clause. (II) The Administration Department of China Steel Structure serves as the dedicated unit responsible for promoting ethical corporate management, coordinating and overseeing related matters, and reporting to the Board of Directors on a regular basis (at least once a year). The Company oversees implementation and follows up on corrective actions through internal audit mechanisms and project- based audits to reduce the risk of violations of ethical corporate management. During 2025, certain employees were subject to investigation by judicial authorities for alleged fraud, breach of trust, and other misconduct for personal gain in violation of the Company’s ethical corporate management principles. In response, the Company has undertaken a comprehensive review and strengthened internal controls and management mechanisms in key areas, including operational processes and project execution, to prevent the recurrence of similar incidents. The 2025 ethical |
(II) No material deviation. |
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| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| (III) Has the company established policies to prevent conflict of interests, provided appropriate channels for filing related complaints and implemented the policies accordingly? (IV) Has the company established effective accounting systems and internal control systems to implement ethical corporate management and designated its internal audit unit, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans and audit the compliance with the prevention programs accordingly or commissioned a CPA to conduct the audit? (V)Has the companyheld internal |
|
management and implementation was reported to the Board meeting on December 29, 2025. For relevant implementation status, please see page 103 of this annual report. (III) CSSC has established the "Guidelines for Employees' Recusal from Conflicts of Interest" and "Rules of Procedure for the Board of Directors' Meetings" to require Directors and employees of the Company to recuse themselves when discussing agenda items in board meetings and performing their duties if they or their relatives are interested parties so as to protect the Company's interests. (IV) CSSC has established the Company's accounting system in accordance with the Securities and Exchange Act, Company Act, Business Entity Accounting Act, and International Financial Reporting Standards (IFRSs). The Company also established an internal control system in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies" to audit and report the results of internal control inspections to the Board of Directors. (V)CSSC regularlyorganizes |
(III) No material deviation. (IV) No material deviation. (V)No material |
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| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| and external educational trainings on operational integrity regularly? |
internal ethical corporate management training and makes arrangements for senior management personnel to take part in related training organized from time to time by the parent company and external training institutions. In 2025, the Company provided internal training courses for employees and new hires on topics including “Implementation of Ethical Corporate Management and Business Ethics,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Regulations for Handling Whistleblowing and Complaints.” A total of 125 participants attended, with 210 person-hours of training. |
deviation. | ||
| III. Operations of the Company's whistle-blowing system (I) Has the company established a specific whistleblowing and reward system, set up convenient whistleblowing channels and designated appropriate personnel to handle investigations against wrongdoers? |
| (I) In accordance with the Company's Ethical Corporate Management Best Practice Principles, in order to establish clear internal whistleblowing mechanisms, the Company established the "Regulations for Handling Whistleblowing and Complaints," set up a hot line and mail box for whistleblowing, and designated the audit unit as the unit in charge. Employees can file reports through the whistleblowing |
(I) No material deviation. |
-100-
| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| (II) Has the company established standard operating procedures for investigating reported issues, follow-up measures to be adopted after the investigation, as well as relevant confidential mechanisms? |
| hotline and the audit unit shall assign dedicated personnel to follow up on reports after reports are accepted. (II) The Company has established the "Regulations for Handling Whistleblowing and Complaints," which specify the channels, acceptance unit, matters to be reported, and follow-up measures to be adopted after the investigation and relevant confidentiality mechanisms. When the audit unit accepts a report, the whistleblower’s name, contact method, matter reported and relevant concrete details in the whistleblowing or complaint form and submit it to the Chairman for approval. If the reported matter involves a Director or Manager, the audit unit shall report the matter to the Audit Committee. Documentation of case acceptance, entire investigation processes, investigation results, and relevant documents shall be recorded and archived while the confidentiality mechanism is activated. When material misconduct or likelihood of material impairment to the Company comes to awareness upon investigation of a reported |
(II) No material deviation. |
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| Evaluation item | Operating status (note) | Operating status (note) | Operating status (note) | Deviation from |
|---|---|---|---|---|
| "Ethical Corporate | ||||
Management Best |
||||
Practice Principles |
||||
| Yes | No | for TWSE/TPEx | ||
| Listed Companies" | ||||
| Summary | and reasons for |
|||
| deviation | ||||
| (III) Has the Company set up protection for whistleblowers to prevent them from being subjected to inappropriate measures as a result of reporting such incidents? |
| case, a report shall be immediately made and notified to the Audit Committee. The audit unit shall protect the confidentiality of the identity of whistleblowers and the content of reported cases. (III) When CSSC receives a report, the Company shall initiate confidentiality mechanisms throughout the investigation process and maintain the confidentiality of the whistleblower's identity to protect the rights and interests of the whistleblower and prevent inappropriate conduct against the whistleblower. |
(III) No material deviation. |
|
| IV. Strengthen information disclosure Did the company disclose the content and effectiveness of its integrity management principles on the company's website and the Market Observation Post System? |
| CSSC discloses company information on the Market Observation Post System and the Company's website in a prompt, open, and transparent manner. CSSC also established a sustainable development web page (http://csr.cssc.com.tw/cssc_csr/) to disclose the Company's requirements in the Ethical Corporate Management Best Practice Principles and results of implementation. |
No material deviation. |
|
| V. If the Company has established Ethical Corporate Management Principles in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", describe any discrepancy between the principles and their implementation: CSSC has established the "China Steel Structure Co., Ltd. Ethical Corporate Management Best Practice Principles" in accordance with the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". There are no major deviations between the operation and the established Principles. |
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| Operating status (note) | Operating status (note) | Operating status (note) | Deviation from | ||
|---|---|---|---|---|---|
| "Ethical Corporate | |||||
Management Best |
|||||
Practice Principles |
|||||
| Evaluation item | |||||
| Yes | No | for TWSE/TPEx | |||
| Listed Companies" | |||||
| Summary | and reasons for |
||||
| deviation | |||||
| VI. Other key information useful for explaining the Company's implementation of ethical corporate management: (e.g., review and amendment of the company's Ethical Corporate Management Best Practice Principles) (I) CSSC expressly specifies its ethical corporate management philosophy in the published documents such as the company introduction, Annual Report for the Shareholders' Meeting, and the Sustainability Report. (II) CSSC established the Code of Ethical Conduct for Directors and Personnel Ranked Level 1 Supervisors and Above (refer to the "Code of Ethical Conduct for Directors" and "Code of Ethical Conduct for Managers" in "Corporate Governance Regulations" under "Corporate Governance" on the CSSC official website http://www.cssc.com.tw/govemance/index.htm) to clarify the Company's codes of conduct for integrity and ethics and improve corporate governance. (III) CSSC also established the "Operating Standards for Processing Gifts, Banquets, and Requests" and "Employees' Guidelines for Business Banquets" to specify the ethical principles for receiving and giving gifts and banquet activities. (IV)The Company's 2025 ethical corporate management and implementation: |
|||||
| Item | Operationalplan implementationdescription | ||||
| Promotion and education |
Supervisors use education and training as well as internal meetings to promote the Company's ethical management business philosophy and emphasize the importance of ethical conduct as well as zero tolerance for fraudulent activities. In 2025, internal training courses were conducted for employees and new hires as planned. The course topics included “Implementation of Ethical Corporate Management and Business Ethics,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Regulations for Handling Whistleblowing and Complaints,”witha totalof 125 participants and210 person-hours. |
||||
| Establishment of regulations |
1. In order to establish a corporate culture of ethical management, the Company established the Ethical Corporate Management Best Practice Principles and Ethical Corporate Management Operating Procedures and Code of Conduct in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. 2. In order to guide employees to display ethical conduct, comply with laws and regulations, and prevent violations and disorder, the Company strictly forbids future contracts, receiving bribes or malpractices on the job. In addition, the Company established the Guidelines for Employees' Recusal from Conflicts of Interest, Code of Ethical Conduct for First Echelon or Above Executives, and Code of Ethical Conduct for Directors. 3. The Company has established the "Operating Standards for Processing Gifts, Banquets, and Requests" to provide a basis for employees to process gifts, banquets, and requests. 4. The Company has established the "Regulations for Handling Whistleblowing and Complaints" to establish formal grievance channels to protect employee interests. |
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| Operating status (note) | Operating status (note) | Operating status (note) | Deviation from | ||
|---|---|---|---|---|---|
| "Ethical Corporate | |||||
Management Best |
|||||
Practice Principles |
|||||
| Evaluation item | |||||
| Yes | No | for TWSE/TPEx | |||
| Listed Companies" | |||||
| Summary | and reasons for |
||||
| deviation | |||||
| Recusal principle |
The Company has established the Code of Ethical Conduct for Directors for strict compliance of recusal and anti-corruption. The Company has also specified in the Rules of Procedure for the Board of Directors' Meetings that when a proposal at a Board meeting involves matters of recusal specified in the Regulation, the respective director must recuse him/herself, and may not participate in the discussion or voting, or vote on behalf of other directors. All directors and high management have signed the Statement of Compliance with the Ethical Corporate Management Policy,” and uphold the management concepts of integrity and transparency to establish a sound company governance mechanism. In addition, the Company has established the Code of Ethical Conduct for First Echelon or Above Executives and Guidelines for Employees' Recusal from Conflicts of Interest to specify recusal guidelines for employees. Relevant reward and disciplinary measures are also established. |
||||
| Reporting of illegal and unethical behavior |
In order to realize the CSSC Ethical Corporate Management Best Practice Principles, the Company has established internal and external whistleblowing and handling procedures, and assigned the audit unit as the acceptance unit. The Company has also established open, confidential and independent whistleblowing channels in accordance with the "Regulations for Handling Whistleblowing and Complaints" to realize corporate governance and uphold the core value of ethical management. |
Note: Regardless of whether "Yes" or "No" was selected, explanation must be provided in the Summary column.
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| China Steel | Structure Co., Ltd. Ethical Corporate Management Best Practice Principles |
|---|---|
| Established on March 17, 2015 | |
| 2nd amendment on November 2, 2022 | |
| Article 1 | The Company established the Principles based on the "Ethical Corporate |
| Management Best Practice Principles for TWSE/GTSM Listed Companies" to | |
| establish a corporate culture and healthy development for ethical corporate | |
| management and provide a reference framework for good business operations. | |
| The Guidelines are applicable to the Company and its subsidiaries, any | |
| foundation to which the Company's direct or indirect contribution of funds | |
| exceeds 50 percent of the total funds received, and other institutions or | |
| juridical persons which are substantially controlled by the business group | |
| (hereinafter referred to as "group"). | |
| Article 2 | When engaging in commercial activities, Directors, managerial officers, |
| employees, and mandataries of the Company or persons having substantial | |
| control over the Company ("substantial controllers") shall not directly or | |
| indirectly offer, promise to offer, request or accept any improper benefits, nor | |
| commit unethical acts including breach of ethics, illegal acts, or breach of | |
| fiduciary duty (hereinafter referred to as "unethical conduct") for purposes of | |
| acquiring or maintaining benefits. | |
| Parties referred to in the preceding paragraph include civil servants, political | |
| candidates, political parties or members of political parties, state-run or | |
| private-owned businesses or institutions, and their directors, managers, | |
| employees, or substantial controllers or other stakeholders. | |
| Article 3 | "Benefits" in these Principles means any items of value, including money, |
| endowments, commissions, positions, services, preferential treatment or | |
| rebates of any type or in any name. Benefits received or given occasionally in | |
| accordance with accepted social customs and that do not adversely affect | |
| specific rights and obligations shall be excluded. | |
| Article 4 | The Company shall comply with the Company Act, Securities and Exchange |
| Act, Business Entity Accounting Act, Political Donations Act, Anti- | |
| Corruption Act, Government Procurement Act, Act on Recusal of Public | |
| Servants Due to Conflicts of Interest, TWSE/TPEx listing rules, or other laws | |
| or regulations regarding commercial activities, as the underlying basic premise | |
| to facilitate ethical corporate management. | |
| Article 5 | After approval by the Board of Directors, the Company shall abide by the |
| values of honesty, transparency and responsibility, base policies on the | |
| principle of good faith, and establish good corporate governance and risk | |
| control and management mechanism so as to create a business environment | |
| for sustainable development. | |
| Article 6 | The Company shall establish ethical management practices and the programs |
| to forestall unethical conduct (hereinafter referred to as "prevention |
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programs"), including operating procedures, guidelines, and training in accordance with the business policies specified above. When establishing the prevention programs, the Company shall comply with relevant laws and regulations of the territory where the Company and its group are operating.
In the course of developing the prevention programs, the Company is advised to negotiate with staff, labor unions, important trading partners, or other stakeholders.
-
Article 7 The Company shall establish mechanisms to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with a higher risk of unethical conduct within the scope of business. The Company shall implement programs to prevent unethical conduct and review the appropriateness and effectiveness of the prevention programs. The Company should reference universal standards or guidelines when establishing the prevention programs which shall at least include preventive measures against the following:
-
I. Offering and acceptance of bribes. II. Illegal political donations.
-
III. Improper charitable donations or sponsorship. IV. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
-
V. Misappropriation of trade secrets and infringement of trademarks, patents, copyrights, and other intellectual property rights.
-
VI. Engaging in unfair competitive practices.
-
VII. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.
-
Article 8 The Company shall require directors and senior managers to issue a statement of compliance with the ethical corporate management policy, and employees are required to comply with the ethical corporate management policy as part of the terms of employment.
-
The Company and its group shall clearly specify in their rules, external documents, and the Company's website ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in external commercial activities. The Company shall document and properly retain information on the ethical corporate management policy, commitment, and implementation.
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Article 9 The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management. Prior to any commercial transactions, the Company shall take into consideration the legality of its agents, suppliers, clients, or other trading
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counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with agents, suppliers, clients, or other trading counterparties, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.
-
Article 10 When conducting business, the Company and its Directors, managerial officers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders. unless the laws of the territories where the Company operates permit it to do so.
-
Article 11 When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its directors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
-
Article 12 When making or offering donations and sponsorship, the Company and its directors, managerial officers, employees, mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
-
Article 13 The Company and its Directors, managerial officers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
-
Article 14 The Company, Directors, managerial officers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property. They may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
-
Article 15 The Company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
-
Article 16 In the course of research and development, procurement, manufacture, provision, or sale of products and services, the Company and its Directors, managerial officers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the
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rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the Company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Company shall, in principle, recall those products or suspend the services immediately.
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Article 17 The Company's Directors, managerial officers, employees, mandataries, and substantial controllers shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures, and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. Internal units are responsible for enhancing ethical corporate management and they are responsible for supervision and implementation as well as reporting the implementation status of the following matters regularly to the Board of Directors:
-
I. Administration Department:
-
(I) Assisting in incorporating ethics and moral values into the Company's business strategy.
-
(II) Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
-
(III) Regularly analyzing and evaluating risks of being involved in an unethical conduct within the business scope, formulating preventive proposals accordingly for ensuring ethical corporate management and defining relevant standard operating procedures and guidelines for each proposal.
-
(IV) Promoting and coordinating awareness and educational activities with respect to ethics policy.
-
-
II. Audit Department:
-
(I) Developing a whistle-blowing system and ensuring its operating effectiveness.
-
(II) Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
-
-
Article 18 The Company's Directors, managerial officers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.
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| Article | 19 | The Company shall adopt policies for preventing conflicts of interest to |
|---|---|---|
| identify, monitor, and manage risks possibly resulting from unethical conduct, | ||
| and shall also offer appropriate means for Directors, managerial officers, and | ||
| other stakeholders attending or present at board meetings to voluntarily | ||
| explain whether their interests would potentially conflict with those of the | ||
| Company. | ||
| When a motion at a given Board of Directors meeting concerns the personal | ||
| interest of, or the interest of the juristic person represented by, any of the | ||
| Directors, managerial officers, and other stakeholders attending or present at | ||
| board meetings of the Company, the concerned person shall state the important | ||
| aspects of the relationship of interest at the given board meeting. If his or her | ||
| participation is likely to prejudice the interest of the company, the concerned | ||
| person may express opinions and answer questions but may not participate in | ||
| discussion of or voting on the proposal and shall recuse himself or herself from | ||
| the discussion or the voting, and may not exercise voting rights as proxy for | ||
| another Director. The Directors shall exercise self-discipline and must not | ||
| support one another in improper dealings. | ||
| The Company's Directors, managerial officers, employees, mandataries, and | ||
| substantial controllers shall not take advantage of their positions or influence | ||
| in the companies to obtain improper benefits for themselves, their spouses, | ||
| parents, children or any other person. | ||
| Article | 20 | The Company shall establish effective accounting systems and internal control |
| systems for business activities possibly at a higher risk of being involved in an | ||
| unethical conduct, not have under-the-table accounts or keep secret accounts, | ||
| and conduct reviews regularly so as to ensure that the design and implement | ||
| of the systems are showing results. | ||
| The Company's internal audit personnel shall formulate audit plans based on | ||
| unethical conduct risk assessment results. Contents of the audit plans shall | ||
| include the subject, scope, items, and frequency of audits, which will be used | ||
| to inspect the compliance with prevention programs. The internal audit | ||
| department may engage a certified public accountant to carry out the audit and | ||
| may engage professionals to assist, if necessary. | ||
| Audit results in the preceding paragraph shall be reported to senior | ||
| management and the dedicated ethical corporate management department, and | ||
| an audit report shall be prepared for the Board of Directors. | ||
| Article | 21 | The Company shall establish operating procedures and guidelines in |
| accordance with Article 6 hereof to guide Directors, managerial officers, | ||
| employees, and substantial controllers on matters of note in business activities. | ||
| The procedures and guidelines shall at least include the following matters: | ||
| I. Standards for determining whether improper benefits have been offered |
||
| or accepted. | ||
| II. Regulations against the provision of political donations. |
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III. Procedures and the standard rates for offering charitable donations or sponsorship.
-
IV. Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
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V. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
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VI. Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
-
VII. Handling procedures for violations of these Principles. VIII. Disciplinary measures on offenders.
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Article 22 The Chairman, President, or senior management of the Company shall communicate the importance of corporate ethics to its Directors, employees, and mandataries on a regular basis. The Company shall periodically organize training and awareness programs for Directors, managerial officers, employees, mandataries, and substantial controllers and invite the Company's commercial transaction counterparties so they understand the Company's resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.
-
Article 23 The Company shall adopt a concrete whistleblowing system and scrupulously operate the system. The whistleblowing system shall include at least the following: I. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to use.
-
II. Dedicated personnel or unit appointed to handle whistleblowing system. Any tip involving a Director or high-level managements shall be reported to the Independent Directors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
-
III. Formulation of subsequent measures will be taken based on the severity of the situation after investigation of a report is completed. The case may be reported to the competent authority or judiciary for investigation, if necessary.
-
IV. Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
-
V. Confidentiality of the identity of whistleblowers and the content of reported cases, and permission of anonymous whistleblowing.
-
VI. Measures for protecting whistleblowers from inappropriate disciplinary actions due to their whistleblowing.
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VII. Whistleblowing incentive measures.
-
When material misconduct or likelihood of material impairment to the Company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the Independent Directors in written form.
-
Article 24 The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the Company's internal website of the date and details of the violation, and the actions taken in response.
-
Article 25 The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. The Company shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on the company website, annual reports, and prospectuses, and shall disclose the Ethical Corporate Management Best Practice Principles on the Market Observation Post System.
-
Article 26 The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage directors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better effectiveness of ethical management.
-
Article 27 The Principles shall be implemented after the Board of Directors grants the approval, and shall be reported at a shareholders' meeting. The same procedure shall be followed when the Guidelines have been amended. When the Company submits the ethical corporate management best practice principles for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each Independent Director's opinions and record objections and reservations in the minutes of the Board of Directors meeting. If an Independent Director is unable to express objections or qualified opinions personally at the board meeting, the opinion shall be raised in writing in advance unless there is justifiable reason not to do so. Such opinions shall also be recorded in board meeting minutes.
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(VII) Other important information to facilitate better understanding of the company's corporate governance activities:
-
Summary of the Company’s Intellectual Property Management Plan and Implementation Status
-
(1) Intellectual Property Management Plan
-
① Implementation of Corporate Governance Requirements: To ensure compliance with corporate governance regulations and strengthen the Company’s intellectual property management system, the Company has formulated an intellectual property management plan that is closely aligned with its business strategy, in accordance with Article 37-2 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the requirements of Corporate Governance Evaluation Indicator 2.27. This plan aims to enhance the Company’s intellectual property management practices and promote the classification, inventory, and control mechanisms for confidential information, thereby strengthening the confidentiality and protection of economically valuable information, consolidating the Company’s competitive advantage, and ensuring sustainable development.
-
② Implementation of Confidential Information Management and Inventory System:
-
To strengthen the management and protection of the Company’s confidential information, the Company has established relevant intellectual property protection mechanisms, requiring new employees to cooperate in conducting an “investigation of existing intellectual property rights and obligations” and to sign relevant agreements prior to employment, to ensure that they understand and comply with their obligations. At the same time, for departing employees previously involved with the Company’s important intellectual property, exit interviews are conducted, and the interview content and relevant intellectual property requirements communicated are recorded in the “Exit
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Interview Record Form for Employees Involved in Important Intellectual Property of the Company.” The departing employee confirms and signs the form to ensure that both new and departing employees understand the applicable requirements, thereby effectively preventing the leakage of confidential information or trade secrets and avoiding unnecessary losses to the Company. In addition, the Company conducts annual inventory reviews of confidential information to ensure that important information and core technologies are properly protected, thereby reducing operational risks and maintaining a competitive advantage.
-
③ Intellectual Property Management System (TIPS) Spot Check:
-
To comprehensively enhance the management and protection of the Company’s trademarks and confidential information, the Company regards intellectual property management and deployment as a core strategy, and continuously strengthens management measures for the acquisition, protection, maintenance, and utilization of intellectual property to ensure that all intellectual property rights are properly protected. On August 29, 2025, the Company used “trademarks” and “trade secrets” as verification targets and passed the TIPS re-certification. The certificate validity period has been extended to December 31, 2027. In the future, the Company will continue to review operational processes related to intellectual property management to ensure compliance with TIPS requirements and proactively identify potential risks. Through continuous optimization and improvement of the intellectual property management system, the Company aims to maintain positive corporate governance evaluation results, while also demonstrating sound operations and commitment to customers.
-
To further strengthen trademark and confidential information management, the Company has designated
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“trademarks” and “trade secrets” as management targets for the year. Since the last verification, important documents and forms, including the “Intellectual Property Management Manual,” “Confidential Information Management Regulations,” “R&D and Patent and Trademark Management Regulations,” “Document Receipt and Dispatch Operation Guidelines,” “Indefinite-term Employment Contracts,” and “Project-based Employment Contracts,” have been revised. In addition, the Company has conducted training programs to promote newly revised requirements following the previous verification and the practical requirements for the current verification. Internal audits were conducted across departments from July 9 to 11, 2025 to confirm the implementation of intellectual property management processes. A management review meeting was held on August 15, 2025 to comprehensively review the effectiveness of the Company’s 2025 intellectual property management system, ensuring continuous improvement and enhanced operational effectiveness.
-
④ Establishment of Intellectual Property Management Policies and Objectives Linked to Operational Goals:
-
To continuously promote the intellectual property management system and based on sustainable operations, the Company has reviewed internal and external issues, opportunities, risks, and stakeholders related to intellectual property, and has established the following intellectual property management policies and objectives linked to its business strategy:
-
Policy: Comply with corporate governance regulations, enhance the intellectual property management system, strengthen trade secret management, and improve employees’ awareness of intellectual property management.
-
Goals: Submit to the Board of Directors a report on the implementation status of the intellectual property management plan linked to operational goals and disclose it
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on the Company’s official website; submit a TIPS recertification application; propose one green trademark initiative; complete the annual inventory of confidential information; conduct one intellectual property-related training session for working group members; and conduct one intellectual property-related training session for employees.
- (2) Implementation status
The Company has reported matters related to intellectual property to the 16th meeting of the 16th Board of Directors (December 29, 2025) and has proposed improvement measures based on the directors’ recommendations. The Company has actively promoted its intellectual property management plan since 2022, and the main implementation status in recent years is as follows:
-
① Intellectual Property Rights Management
-
Patent management measures: To properly manage the Company’s patent rights, in addition to requiring the R&D unit to describe the review of R&D results, the review prior to public disclosure, and the implementation of rights protection in its self-evaluation reports, any public disclosure shall be subject to completion of the “Application and Review Form for Public Disclosure of R&D Results” and approval by the project manager before disclosure, to ensure proper implementation of the system.
-
Trademark management measures: Considering the first-tofile principle for trademarks, the Company has adjusted its trademark deployment planning timeline. The existing trademark “中字設計圖” was registered in Class 37 and Class 42 on December 1, 2025, effectively reducing the risk of delayed applications affecting the acquisition of trademark rights. The “Trademark List” is continuously updated, and trademark usage is regularly reviewed to avoid risks such as revocation due to non-use or improper use.
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- Confidential information management measures: The “Confidential Information Management Regulations” have been revised to clearly define the identification requirements for “controlled documents” and to implement the labeling of documents such as “Confidential,” “Restricted,” and “Controlled Documents,” in order to reduce the risk of internal document leakage. The Company regularly inventories its confidential information and trade secrets and updates the “Confidential Information Management List.” All departments have completed the inventory process this year to ensure that confidential information and trade secrets are properly protected and managed.
-
② List of intellectual property assets and achievements:
-
A. Trademarks: As of the end of 2025, the Company had obtained a total of 4 trademark rights.
-
B. Trade secrets: Based on the Company’s inventory of trade secrets, categories include production information, technology, programs, business strategies, and sales information, with a total of 54 major items classified by subcategories.
-
-
(3) Certification
-
Since implementing the Taiwan Intellectual Property Management System (TIPS) in 2022, the Company has reviewed the suitability of its internal intellectual property management system through annual verification. In recent years, the Company has integrated intellectual property with sustainability concepts to support sustainable operations, and has incorporated these into the management mechanisms for patents, trademarks, and trade secrets. The most recent TIPS re-certification was completed on October 3, 2025, with the certificate validity extended to December 31, 2027. This demonstrates that the Company’s commitment and practices in linking intellectual property with environmental, social, and governance (ESG) aspects have been validated, and reflects its recognition of the importance of sustainability while maintaining its competitive advantage.
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- Personal Data Protection Policy
To standardize the management, maintenance, and use of personal data in accordance with the Personal Data Protection Act (hereinafter referred to as the “PDPA”) across all units of the Company, and to prevent infringement of personal rights, the Implementation Guidelines for Personal Data Protection Management have been established, and the Administration Department is designated to handle the following matters:
-
(1) Maintenance of personal data file security.
-
(2) Consultation, planning, and auditing related to personal data protection.
-
(3) Coordination and communication regarding personal data protection matters.
-
(4) Enhancement of employees’ awareness of personal data protection and related training.
(5) Notification related to damage prevention and crisis management.
The matters in Subparagraph (1) shall be handled by personnel designated by the heads of each plant or department; Subparagraph (2) shall be handled by the Company’s Administration Department; and Subparagraphs (3) to (5) shall be handled by members of the PDPA task force.
The Company has established a personal data protection contact window within the Administration Department, which is responsible for the following matters:
-
(1) Coordination and communication with government agencies regarding personal data protection matters, and reporting of personal data security incidents.
-
(2) Serving as the contact window for major personal data breach incidents.
-
(3) Coordination and handling of other major personal data protection matters across all plants and departments.
-
(4) The personal data protection contact window’s duties is concurrently handled by the Administration Department.
The specific purposes for which the Company collects, processes, or uses personal data are as follows: Personal insurance (personal insurancerelated services conducted in accordance with applicable laws and regulations,
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including group insurance); Human resources administration and license management; Human resources and payroll management; Deposit and remittance management; Accounting and related services; Information and database management; Trust holdings or retirement fund management; Education or training administration; Procurement and supply management; Statistical survey and analysis; Employment service management; Health administration; Environmental protection: Healthcare services; Other publicsector related matters. The aforementioned specific purposes shall be adjusted and updated in a timely manner in accordance with the Company’s business operations.
The Company adopts a zero-tolerance principle toward personal data incidents. In the event of a personal data breach, the responsible units, including administration, legal, information security, and business units, will investigate and handle the matter in accordance with the PDPA and the Company’s incident reporting and handling procedures and relevant regulations. Any violation of confidentiality obligations will be subject to penalties in accordance with applicable laws and the Company’s internal regulations. In 2025, the Company conducted internal training courses for employees and new hires. The course topics included “Personal Data Protection Policy” and “Personal Data Protection Laws: Analysis and Practice,” with a total of 106 participants and 163 person-hours.
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(VIII) Implementation of Internal Control System
- Internal Control System Statement This statement has been approved by the Company's board of
directors on February 24, 2026, and uploaded to the Market Observation Post System (MOPS) on the same day. The query path is as follows: MOPS → “Individual Company” → “Corporate Governance” → “Company Regulations/Internal Control” → “Announcement of Statement of Internal Control” (http://mops.twse.com.tw/mops/web/index):
-
If the internal control system review is conducted by commissioned accountants, the said accountant's review report shall be disclosed: None.
-
(IX) Important resolutions of shareholders meeting and board meeting in the most recent year and up to the date of publication of the annual report
-
Resolutions adopted at the 2025 general shareholders' meeting and implementation status
-
(1) Voted and acknowledged the Company's 2024 Business Report and Financial Report. Passed as proposed.
-
(2) Voted and acknowledged the Company's 2024 earnings distribution proposal: Passed as proposed. July 20, 2025 was established as the ex-dividend date and the cash dividends were issued on August 7, 2025 (issued cash dividends of NT$2.0 per share). The dividends have been fully distributed.
-
(3) Passed by vote the amendment to certain provisions of the Company’s Articles of Incorporation. Passed as proposed and announced on the company website.
-
(4) Passed by vote the proposal to lift the non-compete clause for the Company’s Director Jeng, Jih-Jau. Passed as proposed and published on the MOPS on May 28, 2025.
-
(5) Passed by vote the proposal to lift the non-compete clause for the Company's Director Fang, Ming-Dar. Passed as proposed and published on the MOPS on May 28, 2025.
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2. Important resolutions of board meetings
| Date | Board of Directors | Important resolutions |
|---|---|---|
| 2026.02.24 | 17th meeting of the 16th-term Board of Directors |
1. Reported the results of the 2025 Board performance evaluation. 2. Reported the meeting minutes of the 8th meeting of the Remuneration Committee of the 16th-term Board of Directors. 3. Passed the Company's 2025 Business Report and Individual and Consolidated Financial Report. 4. Passed the Company's 2025 earnings distribution proposal. 5. Passed the Company's 2025 proposal for distribution of remuneration for employees and remuneration for directors. 6. Passed the proposal for assessment results of the independence and competence of the CPAs for 2025. 7. Passed the liquidation and deregistration of the Company’s 100%-owned investee, China Steel Structure Holding Co., Ltd. (Samoa). 8. Passed the proposal of the date, location, agenda, period of accepting shareholders’ proposal and deliberation for the 2026 General Shareholders’ Meeting. |
| 2025.12.29 | 16th meeting of the 16th-term Board of Directors |
1. Reported the minutes of the first meeting of the Sustainable Development Committee of the 16th- term Board of Directors. 2. Reported the 2025 intellectual property management plan and implementation. 3. Reported the 2025 ethical corporate management and implementation. 4. Reported on the Company’s plan to enhance corporate value. 5. Proposal for results of the qualification review of the Company's independent directors during their tenure. 6. Passed the Company’s proposed capital expenditure budget for establishing a dedicated bridge production line. 7. Passed the proposal for the Company’s lease of plant facilities and land from China Steel Corporation. 8. Passed the proposal of the Company's budget for 2026 capital expenditures. 9. Passed the Company's 2026 annual operation budget. |
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| Date | Board of Directors | Importantresolutions |
|---|---|---|
| 10. Passed the revision to the definition of the Company’s frontline employees. 11. Passed the proposal for the audit of directors. 12. Passed the replacement of the Company's certifying CPA. |
||
| 2025.11.05 | 15th meeting of the 16th-term Board of Directors |
1. Reported the meeting minutes of the 7th meeting of the Remuneration Committee of the 16th-term Board of Directors. 2. Passed the proposal for the Company's 2024 Q3 consolidated financial statements. 3. Passed the amendment of the Company's Duties Division Table. |
| 2025.08.06 | 14th meeting of the 16th-term Board of Directors |
1. Reported the renewal of the Company's Directors and Officers Liability Insurance (D&O) for 2025. 2. Reported the results of the external evaluation of the 2025 board performance. 3. Reported the meeting minutes of the 6th meeting of the Remuneration Committee of the 15th-term Board of Directors. 4. Reported on stakeholder communication regarding the Company’s corporate sustainable development initiatives. 5. Reported the proposal for the Company's (including subsidiaries') greenhouse gas inventory, and planning and implementation of the verification schedule. 6. Passed the Company's 2025 Q2 consolidated financial statements. 7. Passed the adoption of the Company’s Sustainable Development Committee Charter. 8. Passed the appointment of members to the Company’s Sustainable Development Committee. 9. Passed the amendment to the Company’s Organizational Charter. 10. Passed the amendment of the Company's Risk Management Policy and Procedures. 11. Passed the amendment to the Company's Regulations Governing the Evaluation of the Performance of the Board of Directors. 12. Passed the proposal for the Company's 2024 sustainabilityreport. |
| 2025.06.11 | 13th meeting of the 16th-term Board of Directors |
Passed the proposed sale of all shares held by the Company in Sing Da Marine Structure Corporation. |
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| Date | Board of Directors | Importantresolutions |
|---|---|---|
| 2025.05.07 | 12th meeting of the 16th-term Board of Directors |
1. Reported the Company’s (including subsidiaries) greenhouse gas inventory, and planning and implementation of the verification schedule. 2. Passed the Company's 2025 Q1 consolidated financial statements. 3. Passed the Company's donation to the CSC Group Education Foundation. |
- (X) Main content of recorded or written opinions from Directors or independent Directors had dissenting opinions on passed important resolutions by the Board of Directors in the most recent year and up to the date of publication of the annual report: None.
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IV. Information on Fees to CPA
(I) Information on Fees to CPA:
Unit: thousand NTD
| Name of the CPA Firm |
Audit | Audit | Non-audit fee |
Total | |||
|---|---|---|---|---|---|---|---|
| CPA Name | Remarks | ||||||
| period | fee | ||||||
| Deloitte Taiwan | Kuo, Lee-Yuan |
Hsu, Jui-Hsuan |
2025.01~ 2025.12 |
3,053 | 850 | 3,903 | The content of non-audit fee services mainly consisted of transfer pricing services and tax attestation |
-
Note: If the Company has changed the company accountant or accounting firm during this year, please list the audit periods and explain the reasons for the replacement in the remarks section. Information regarding the audit and non-audit fees paid should also be disclosed in order. The content of non-audit fee services shall be detailed.
-
(II) If the accounting firm has been changed and the annual audit fees were lower for the year of the firm change compared to that of the previous year, then the audit fees before and after the change and the reason for such changes should be disclosed: Not applicable.
-
(III) If the audit fees decreased more than 10% from that of the prior year, the amount, percentage, and reasons for the decrease in audit fees shall be disclosed: Not applicable.
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V. Information on Change of CPA
(I) Regarding previous CPA
| Date of change | Approved by the Board of Directors on December 29, 2025 | Approved by the Board of Directors on December 29, 2025 | Approved by the Board of Directors on December 29, 2025 | Approved by the Board of Directors on December 29, 2025 | Approved by the Board of Directors on December 29, 2025 |
|---|---|---|---|---|---|
| Reason for replacement and explanation |
Due to internal personnel adjustments at the CPA firm, the Company’s financial statements, previously audited by CPAs Kuo, Li-Yuan and Hsu, Jui-Hsuan, have been audited by CPAs Kuo, Li-Yuan and Wang, Chao-Chun starting from the first quarter of 2026. |
||||
| State whether the appointer or the CPAs have terminated the appointment, or whether the client or the CPAs have rejected the appointment |
Contracting Party Scenario |
CPA | Client | ||
| Termination initiated by client | N/A | ||||
| CPA declined to accept (continue) the appointment |
|||||
| Opinion and reason for the issuance of audit reports containing opinions other than unqualified opinions in the most recent two fiscal years |
N/A | ||||
| Different opinions from the issuer |
Yes | Accounting principles or practices | |||
| Disclosure of financial statements | |||||
| Audit scope or procedures | |||||
| Others | |||||
| None | |||||
| Description | N/A | ||||
| Other items for disclosure (items in Article 10, Subparagraph 6, Item 1-4 to Item 1-7 of the Regulations shall be disclosed) |
None |
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(II) Regarding succeeding CPA
| (II) Regarding succeeding CPA | |
|---|---|
| CPA firm name | Deloitte Taiwan |
| CPA Name | Li-Yuan Kuo, Chao-Chun Wang |
| Date of appointment | Approved by the Board of Directors on December 29, 2025 |
| Subjects and outcomes of consultation on the accounting treatment of or application of accounting principles to specific transactions, or opinions that may be included on financial statements before the appointment of new CPAs |
N/A |
| The succeeding CPA's opinions in written form in response to the former CPA's opinions |
N/A |
-
(III) Previous CPAs' response to Article 10, Subparagraph 6, Item 1 and Item 2-3 of the Regulations: Not applicable.
-
VI. Company’s Chairman, President, Financial or Accounting Affairs Manager who has Served in the Certifying CPA Firm or its Affiliates in the Most Recent Year: None.
-
VII. For the most recent year and as of the printing date of the annual report, Shareholders’ equity transfer or changes in equity pledge by Directors or managers with over 10% shareholding of the Company:
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(I) Shareholding status of directors, managers, and major shareholders
Unit: shares
| Title | Current year as of February28 |
Current year as of February28 |
||||
|---|---|---|---|---|---|---|
| 2025 | ||||||
| Increase | Increase | Increase | Increase | |||
| Name | Remarks | |||||
| (decrease) | (decrease) | (decrease) | (decrease) | |||
in shares |
in pledged |
in shares |
in pledged |
|||
| held | shares |
held | shares |
|||
| Director | China Steel Corporation |
0 | 0 | 0 | 0 | None |
| Director | Dragon Steel Corporation |
0 | 0 | 0 | 0 | None |
| Director | China Steel Chemical Corporation |
0 | 0 | 0 | 0 | None |
| Director | Great Grandeul Steel Co.,Ltd. |
0 | 0 | 0 | 0 | None |
| Director | IHI Corporation (Japan) |
0 | 0 | 0 | 0 | None |
| Director | Grace Investment Co.,Ltd. |
0 | 0 | 0 | 0 | None |
| Independent Director |
Lee, Hsiu-Ling | 0 | 0 | 0 | 0 | None |
| Independent Director |
Lee, Hwa-Teng | 0 | 0 | 0 | 0 | None |
| Independent Director |
Lo, Wei | 0 | 0 | 0 | 0 | None |
| President | Huang,Yuan-Chang | 0 | 0 | 0 | 0 | None |
| Vice President |
Chen, Chien-Tu | 0 | 0 | 0 | 0 | None |
| Vice President |
Chen, Sheng-Yi | 0 | 0 | 0 | 0 | None |
| Vice President |
Li, Ping-Hao | 0 | 0 | 0 | 0 | None |
| Head of the Finance Department and Head of the Accounting Department |
Wang, Yung-Chih | 0 | 0 | 0 | 0 | None |
| Shareholders holding more than 10% of the company shares |
China Steel Corporation |
0 | 0 | 0 | 0 | None |
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| Title | 2025 | 2025 | Current year as of February28 |
Current year as of February28 |
||
|---|---|---|---|---|---|---|
| Increase (decrease) in shares held |
Increase | Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
|||
| Name | Remarks | |||||
| (decrease) | ||||||
in pledged |
||||||
shares |
||||||
| Shareholders holding more than 10% of the company shares |
Taiwan Mask Corporation |
(2,820,000) | (2,300,000) | 0 | 0 | Including shares held by nominee (Guangju Holdings Co., Ltd. (Note)) arrangement and pledged shares |
Note: Yo-Juang Investment Corporation changed its name to Guangju Holdings Co., Ltd. in September, 2025.
-
(II) Information on transfer of shares with counterparties who are related parties: None.
-
(III) Information on shares pledged to counterparties who are related parties: None.
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VIII. Information on spousal relationships or familial relationships within the second degree of kinship between the top 10 Shareholders
December 31, 2025
| Personal | Personal | Shares Held by Spouse |
Shares Held by Spouse |
Shareholders with the top 10 shareholding ratios who are related, or their spouses and |
Shareholders with the top 10 shareholding ratios who are related, or their spouses and |
||||
|---|---|---|---|---|---|---|---|---|---|
| Total Shareholding i |
|||||||||
| Shareholding | and Underage Children |
by Nomnee Arrangement |
second-degree relatives' names and their respective relationships. |
||||||
| Name | Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Remarks | ||
| Name | |||||||||
| Relationship | |||||||||
| (or name) | |||||||||
| China Steel Corporation Representative: Hwang, Chien-Chih |
66,487,844 | 33.24 | - | - | - | - | Dragon Steel Corporation |
Subsidiary | None |
| - | - | - | - | - | - | None | None | None | |
| Guangju Holdings Company Limited Representative: David Tu |
21,900,000 | 10.95 | - | - | - | - | Taiwan Mask Corporation |
Parent company | None |
| - | - | - | - | - | - | None | None | None | |
| Taiwan Mask Corporation Representative: David Tu |
14,329,000 |
7.16 | - | - | 21,900,000 | 10.95 | 1. Guangju Holdings Company Limited(Note) 2. Hui-Zhen Wu Lai |
1. Subsidiary 2. First-degree relative is a director of Taiwan Mask Corporation |
None |
| - | - | - | - | - | - | None | None | None | |
| IHI Corporation (Japan) Representative: Ide, Hiroshi |
11,061,690 | 5.53 | - | - | - | - | None | None | None |
| - | - | - | - | - | - | None | None | None | |
| Berlin Co., Ltd. Representative: Chen, Che-Sheng |
9,041,000 | 4.52 | - | - | - | - | None | None | None |
| - | - | - | - | - | - | None | None | None | |
| Yung Chi Paint & Varnish MFG. Co., Ltd. Representative: Te-Jen Chang |
5,000,000 |
2.50 | - | - | - | - | None | None | None |
| - | - | - | - | - | - | None | None | None | |
| Hui-Zhen Wu Lai | 4,347,000 | 2.17 | - | - | - | - | Taiwan Mask Corporation |
First-degree relative is a director of Taiwan Mask Corporation |
None |
| Dragon Steel Corporation Representative: Lu, Shao- Jung |
4,217,000 | 2.11 | - | - | - | - | China Steel Corporation |
Parent company | None |
| - | - | - | - | - | - | None | None | None | |
| Great Grandeul Steel Co., Ltd. Representative: Yung- ChengKuo |
3,899,000 |
1.95 | - | - | - | - | None | None | None |
| - | - | 10,000 | 0.01 | - | - | None | None | None | |
| Employee's Stock Trust of China Steel Structure Co., Ltd. under the custody of Mega International Commercial Bank Co., Ltd. Representative: Huang, Yuan-Chang |
3,842,352 | 1.92 | - | - | - | - | None | None | None |
| - | - | - | - | - | - | None | None | None |
Note: Yo-Juang Investment Corporation changed its name to Guangju Holdings Co., Ltd. in September, 2025.
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IX. Total shareholding percentage
December 31, 2025
Total shareholding percentage
Unit: shares; %
| Investee business (Note) |
Investments by Directors, Supervisors, managerial officers and directly or indirectly controlled enterprises |
Investments by Directors, Supervisors, managerial officers and directly or indirectly controlled enterprises |
Comprehensive investment | Comprehensive investment | ||
|---|---|---|---|---|---|---|
| Investment by the | ||||||
Company |
||||||
| Shareholding | Shareholding | Shareholding | ||||
| Number of | Number of | Number of | ||||
Percentage |
Percentage |
Percentage |
||||
| Shares | Shares | Shares | ||||
(%) |
(%) |
(%) |
||||
| United Steel Engineering & Construction Corp. |
80,000,000 | 100.00 | - | - | 80,000,000 | 100.00 |
| China Steel Structure HoldingCo., Ltd. |
10 | 100.00 | - | - | 10 | 100.00 |
| CHC Resources Corporation |
23,182,738 | 9.33 | 65,334,158 | 26.28 | 88,516,896 | 35.61 |
| Chiun Yu Investment Corporation |
1,046,500 | 35.00 | 1,943,500 | 65.00 | 2,990,000 | 100.00 |
| Chi-Yi Investment Corporation |
600,000 | 30.00 | 1,400,000 | 70.00 | 2,000,000 | 100.00 |
| Li-Ching-Long Investment Corporation |
600,000 | 30.00 | 1,400,000 | 70.00 | 2,000,000 | 100.00 |
| Wabo Global Trading Corporation |
714,000 | 6.00 | 5,236,000 | 44.00 | 5,950,000 | 50.00 |
| HIMAG Magnetic Corporation |
1,116,252 | 2.79 | 33,964,307 | 84.85 | 35,080,559 | 87.64 |
| Nikken & CSSC Metal Products Co., Ltd. |
675,000 | 45.00 | - | - | 675,000 | 45.00 |
| Pro-Ascentek Investment Corporation |
4,000,000 | 3.33 | 69,000,000 | 57.50 | 73,000,000 | 60.83 |
Note: The equity method was employed for the Company's investments.
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C. Fundraising Conditions
I. Capital and Shares
(I) Source of Capital
February 28, 2026; Unit: shares
| Authorized Capital | Authorized Capital | |||
|---|---|---|---|---|
| Shares issued and | ||||
| Type of Shares | Unissued | Remarks | ||
| outstanding | ||||
| shares | Total | |||
| (Note) | ||||
| Ordinary shares | 200,000,000 | 50,000,000 | 250,000,000 | - |
Note: The Company's stocks are listed.
| Authorized Capital | Authorized Capital | Paid-UpCapital | Paid-UpCapital | Remarks | Remarks | Remarks | ||
|---|---|---|---|---|---|---|---|---|
| Subscriptions | ||||||||
Issuing |
||||||||
| Month/ | Price |
Number of |
Amount | Number of | Amount | paid with | ||
| Year | (NT$) |
Shares | (NT$) |
Shares | (NT$) |
Source of Capital | property |
Others |
| (share) | (share) | other than | ||||||
| cash | ||||||||
| 1990.9 | 10 | 30,600,000 | 306,000,000 |
30,600,000 | 306,000,000 |
Earned surplus turned capital increase of NT$72,000,000 |
- | - |
| 1991.2 | 10 | 100,000,000 | 1,000,000,000 | 60,600,000 | 606,000,000 |
Cash capital increase of NT$300,000,000 |
- | - |
| 1991.8 | 10 | 100,000,000 | 1,000,000,000 | 68,175,000 | 681,750,000 |
Earned surplus turned capital increase of NT$75,750,000 |
- | - |
| 1992.6 | 10 | 100,000,000 | 1,000,000,000 | 79,764,750 | 797,647,500 |
Earned surplus turned capital increase of NT$81,810,000 Capital increase shares by capital surplus of NT$34,087,500 |
- | - |
| 1993.5 | 10 | 150,000,000 | 1,500,000,000 | 127,741,225 | 1,277,412,250 | Earned surplus turned capital increase of NT$79,764,750 Cash capital increase (preferred stocks) of NT$400,000,000 |
- | - |
| 1994.8 | 10 | 150,000,000 | 1,500,000,000 | 132,128,286 | 1,321,282,860 | Earned surplus turned capital increase of NT$43,870,610 |
- | - |
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| Authorized Capital | Authorized Capital | Paid-UpCapital | Paid-UpCapital | Remarks | Remarks | Remarks | ||
|---|---|---|---|---|---|---|---|---|
| Subscriptions | ||||||||
Issuing |
||||||||
| Month/ |
Price |
Number of |
Amount | Number of |
Amount | paid with |
||
| Year | (NT$) | Shares (share) |
(NT$) | Shares (share) |
(NT$) | Source of Capital | property other than |
Others |
| cash | ||||||||
| 1995.7 | 10 | 150,000,000 | 1,500,000,000 | 134,892,135 | 1,348,921,350 | Earned surplus turned capital increase of NT$27,638,490 |
- | - |
| 1999.7 | 10 | 200,000,000 | 2,000,000,000 | 137,738,899 | 1,377,388,990 | Earned surplus turned capital increase of NT$28,467,640 |
- | - |
| 2000.7 | 10 | 200,000,000 | 2,000,000,000 | 141,103,066 | 1,411,030,660 | Earned surplus turned capital increase of NT$33,641,670 |
- | - |
| 2001.7 | 10 | 200,000,000 | 2,000,000,000 | 147,212,189 | 1,472,121,890 | Earned surplus turned capital increase of NT$61,091,230 |
- | - |
| 2002.7 | 10 | 200,000,000 | 2,000,000,000 | 150,632,433 | 1,506,324,330 | Earned surplus turned capital increase of NT$34,202,440 |
- | - |
| 2003.7 | 10 | 200,000,000 | 2,000,000,000 | 153,901,312 | 1,539,013,120 | Earned surplus turned capital increase of NT$32,688,790 |
- | - |
| 2004.7 | 10 | 200,000,000 | 2,000,000,000 | 156,979,339 | 1,569,793,390 | Capital increase shares by capital surplus of NT$30,780,270 |
- | - |
| 2005.8 | 10 | 200,000,000 | 2,000,000,000 | 160,903,823 | 1,609,038,230 | Capital increase shares by capital surplus of NT$39,244,840 |
- | - |
| 2010.8 | 10 | 250,000,000 | 2,500,000,000 | 200,000,000 | 2,000,000,000 | Cash capital increase through private placement of NT$390,961,770 |
- | - |
Information for shelf registration: None
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(II) List of Main Shareholders
Shareholders with more than 5% of shares or the top ten shareholders in terms of shareholding ratio
| of shareholding ratio | ||
|---|---|---|
| December 31, 2025 | ||
| Shares Name of the Main Shareholder |
||
| Number of shares | Shareholding | |
| held | Ratio (%) | |
| China Steel Corporation | 66,487,844 | 33.24% |
| Guangju Holdings Co., Ltd. (Note) | 21,900,000 | 10.95% |
| Taiwan Mask Corporation | 14,329,000 | 7.16% |
| IHI Corporation (Japan) | 11,061,690 | 5.53% |
| Berlin Co., Ltd. | 9,041,000 | 4.52% |
| Yung Chi Paint & Varnish MFG. Co., Ltd. |
5,000,000 | 2.50% |
| Hui-Zhen Wu Lai | 4,347,000 | 2.17% |
| Dragon Steel Corporation | 4,217,000 | 2.11% |
| Great Grandeul Steel Co., Ltd. | 3,899,000 | 1.95% |
| Employee's Stock Trust of China Steel Structure Co., Ltd. under the custody of Mega International Commercial Bank Co., Ltd. |
3,842,352 | 1.92% |
Note: Yo-Juang Investment Corporation changed its name to Guangju Holdings Co., Ltd. in September, 2025.
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(III) Company's Dividend Policy and Implementation
-
Company dividend policy
-
(1) In the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as statutory reserve. However, in the event that the accumulated statutory reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. The remainder may be set aside or reversed as special surplus reserve in accordance with laws and regulations. The Board of Directors shall draft the proposal for shareholder dividend allocation based on the remaining profit, if any, along with the accumulated undistributed earnings for the previous year, and submit the draft to the shareholder's meeting which shall determine whether to distribute dividends or retain the earnings.
-
(2) As the Company operates in a complicated industry environment, and its corporate life cycle falls within a period of maturity, the Board of Directors shall consider the stability of dividends when formulating the dividend distribution proposal. Except when there is need for capital, the dividends for ordinary shares should be at least 50% of the aforementioned distributable earnings. The distribution of dividends and bonuses shall be no less than 50% in cash and no more than 50% in shares.
-
Current year dividend distribution proposal to the shareholders meeting: The shareholders' meeting plans to distribute NT$2.4 in cash
dividends per share for common stocks.
-
No material changes are expected for the dividend policy.
-
(IV) Effects of the Stock Dividends Proposed by the Shareholders' Meeting on the Company's Business Performance and Earnings Per Share
According to the requirements specified in the Ministry of Finance's official letter No. 00371 dated February 1, 2000, disclosure of such
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information is not required because the Company did not distribute shares or announce its financial forecast.
(V) Employee and Director Remuneration
-
Percentage or range of remuneration for employees, and remuneration for Directors as stipulated in the Company's Articles of Incorporation:
-
(1) If the Company has profit in the fiscal year, the Board of Directors shall resolve to distribute no less than 0.1% of the profit as remuneration to employees and no more than 1% as remuneration to directors. The recipients of employee remuneration shall include employees of subordinate companies meeting certain criteria. In addition, no less than 30% of employee remuneration shall be allocated to non-executive employees.
-
(2) A sum shall be set aside in advance to pay down any outstanding cumulative losses of the Company before employee and director remuneration can be allocated according to the above percentage.
-
(3) Employee and director remuneration proposals shall be submitted to the Board of Directors for resolution and presented to the shareholders' meeting.
-
Accounting treatment if the actual allocated amount is different from the estimated amount for the current accrued remuneration for employees and remuneration for Directors:
-
According to the Articles of Incorporation, if the Company has profit for the year, the Company shall allocate no less than 0.1% of the profit as remuneration for employees and no more than 1% as remuneration for Directors. The Company's employee and director remuneration for 2025 was calculated based on the profit amount for that year (i.e., the profit before tax minus profit before the distribution of employee and director remuneration). Employee remuneration of approximately 3.99%, or NT$28,301,694, and director remuneration of approximately 0.80%, or NT$5,660,339, were set aside and paid in cash.
In addition, NT$17,676,053 of employee compensation was allocated for distribution to entry-level employees, representing approximately 2.49% of 2025 profits and 62.46% of total employee compensation, and was paid in cash.
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If there are changes made to the amount before the issuance of the individual annual financial statements, the changes shall be adjusted and accounted for as annual expenses. If there are changes made to the amount after the issuance of the individual annual financial statements, the changes shall be accounted for as changes in accounting estimates and recognized in the financial statements of the following year.
-
Distribution of remuneration passed by the Board of Directors:
-
(1) On February 24, 2026, the Board of Directors approved the distribution of NT$28,301,694 in cash remuneration to employees and NT$5,660,339 in remuneration to directors, which are consistent with the amounts disclosed in the 2025 financial statements.
-
(2) The amount of employee remuneration distributed in shares, and its proportion relative to net profit after tax in the parent company only or individual financial statements and total employee remuneration: Not applicable.
-
Actual distribution status of remuneration for employees and remuneration for directors in the last year:
-
The Board of Directors approved the distribution of earnings for 2024, allocating employee remuneration of NT$24,037,221 and director remuneration of NT$4,807,444, all in cash. The actual employee bonuses and directors' remuneration distributed did not differ from the amounts approved by the Board of Directors.
-
(VI) Status of Company Share Buyback: None.
-
II. Issuance of Corporate Bonds: None.
-
III. Issuance of Preferred Stocks: None.
-
IV. Issuance of Global Depositary Receipts (GDR): None.
-
V. Exercise of Employee Stock Option Plan (ESOP): None.
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- VI. Employees' Restricted Stocks: None.
VII. Mergers, Acquisitions or Issuance of New Shares for Acquisition of Shares of Other Companies: None.
VIII. Capital Utilization Plan and Its Implementation:
The Company has completed all securities issuance or offering or has completed the plan within the most recent three years but has not seen significant benefits.
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D. Business Overview
I. Business Activities
(I) Business scope
-
The Company's business operations include the steel structure industry and construction industry
-
(1) Steel structure industry: CSSC mainly operates steel structure manufacturing and installation and the sales of steel products. The business items are as follows:
-
① Design, processing, production, installation, and sales of steel sections, steel structure frames, machine bodies, hydraulic engineering machinery, tanks, crane equipment, plant equipment, steel towers, and steel pipes.
-
② Technical services for steel structure engineering.
-
③ Metal product trade.
-
④ Production and trade of chemicals used for processing metal products.
-
⑤ Import/export and sales of materials used for iron and steel refining.
-
⑥ Import/export and sales of construction materials.
-
⑦ Contracting for various environmental protection projects (including incineration plants, air pollution control, and sewage processing) and equipment design, production, installation, and sales.
-
⑧ General import/export trade (except for businesses that require special approval).
-
⑨ Office building leasing.
-
⑩ Steel construction.
-
⑪ Wholesale of recycling materials.
-
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-
(2) Construction: United Steel Engineering & Construction Corp. mainly operates construction and engineering projects. Its business items are as follows:
-
① General construction.
-
② Rental and leasing business.
-
③ Wholesale of construction materials.
-
④ Public works construction and investment.
-
⑤ Residence and buildings lease construction and development.
-
⑥ Industrial factory buildings lease construction and development.
-
⑦ Funerary venue lease construction and development.
-
⑧ Specialized field construction and development.
-
⑨ New county and community construction and investment.
-
⑩ Land levy and delimit.
-
⑪ Reconstruction within the renewal area.
-
⑫ Real estate commerce.
-
⑬ Real estate rental and leasing.
-
⑭ Senior citizen's residence development.
-
⑮ Electric appliance construction.
-
-
Revenue breakdown
China Steel Structure Co., Ltd. - Individual
Unit: thousand NTD
| Item | 2025 | 2025 |
|---|---|---|
| Amount | Percentage(%) | |
| Construction revenues | 14,049,749 | 91 |
| Sales revenue | 899,506 | 6 |
| Service revenues | 532,114 | 3 |
| Other operating revenue | 18,689 | - |
| Total | 15,500,058 | 100 |
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China Steel Structure Co., Ltd. - Consolidated
Unit: thousand NTD
| Item | 2025 | 2025 |
|---|---|---|
| Amount | Percentage(%) | |
| Construction revenues | 19,497,971 | 93 |
| Sales revenue | 899,506 | 4 |
| Service revenues | 532,114 | 3 |
| Other operating revenue | 18,689 | - |
| Total | 20,948,280 | 100 |
3. Current products
The Company's main production and sales products include steel frames for plants and tall buildings, machine bodies, steel section frames, steel bridge frames, and other steel frames. The Company also operates steel product sales businesses and construction.
- Future products and services currently being planned: None.
(II) Industry overview
The Company's business mainly focuses on steel structure businesses and steel product sales.
Steel structure:
Steel structures are mostly used for tall buildings, technology plants and cold chain logistics facilities, steel bridges, and machine bodies (steel structure supports for large machines), which mostly include steel frames in their designs. They can be customized and mass-produced in plants with unified quality rules and standards, and can be quickly installed at the construction site and removed for recycling in the future as eco-friendly construction materials. Traditional reinforced concrete is too bulky for the construction of tall buildings and is less earthquake-resistant. It is also less compliant with ESG sustainability requirements. Steel frame buildings are light and earthquake-resistant. Especially after large earthquakes such as the 1999 Jiji earthquake and the 2024 Hualien earthquake, Taiwanese people have increased awareness of residential safety improvement. Due to advantages like lightness and earthquake resistance, steel frame buildings have become major criteria that people consider when planning urban renewal. Earthquake-
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resistant performance strengths make steel frame buildings an indispensable dominant choice at the vanguard of earthquake-resistant structural design. In 2025, although demand in the residential building market remained relatively cautious due to the impact of central bank policies, the advancement of AI applications drove growth in high-performance computing and related industries, leading to continued investment and expansion of high-tech facilities. In addition, large-scale investment projects promoted the development of Grade A office buildings. As a result, demand in the steel structure market maintained steady momentum, providing solid support for sustainable development. Overall, the steel structure market exhibited stable development in 2025.
- Current state and development of the industry:
The steel structure industry is labor- and capital-intensive. Large domestic development projects are mainly undertaken by companies with a certain magnitude. In response to the active market demands and faced with the long-term lack of labor domestically, how to make salary costs reasonable and improve plant capacities are the main issues for steel structure plants.
In recent years, the progress of domestic private residential building investment has slowed down due to the Central Bank's policies. Therefore, steel structure factories will focus on existing orders and continue to communicate and coordinate with owners to ensure smooth progress of plant construction, as to avoid increased storage and handling costs due to delays. In addition to the above-mentioned private residential construction projects, high-tech industries, office building investment projects, and cold chain logistics facilities, among others, are the main sources of business revenue for the steel structure business. In 2025, driven by expanding demand for AI applications and growth in global semiconductor industry orders, together with the construction demand from advanced packaging and testing facilities aligned with the localization of wafer fabrication plants, overall market demand continued to increase. Likewise, the growth of the consumer market also appears optimistic, injecting more momentum into the steel structure business.
As international economic exchanges gradually resume in the postpandemic era, the Company will actively promote cooperation with Japan,
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strive to obtain export orders for steel structure manufacturing, and at the same time introduce Japan's advanced tower crane machinery and respond to the environmental protection, social responsibility, and corporate governance (ESG) trends. We will join forces to develop new building materials and new construction methods to create added value for products and enhance the competitiveness and efficiency of relevant domestic industries.
The main raw materials of the steel structure industry include steel, welding materials, high-strength bolts, and shear studs. In recent years, the application of SM570 ultra-high strength structural steel has received increasing attention with the construction of super high-rise buildings and the increasing demand for structural optimization. In this field, as a member of the CSC Group, all required SM570 ultra-high strength structural steel materials are provided by CSCC, fully demonstrating the synergistic advantages within the Group. The Company holds a leading position in the domestic market and expects the demand for new "high-tech plants" and "Class A office buildings" to positively influence the order volume this year.
- Relationship with upstream, midstream, and downstream companies of the industry:
The upstream of the steel structure industry consists of steel mills, which mainly supply raw materials such as steel plates and steel sections. The midstream comprises the steel structure manufacturing industry, which is responsible for processing the raw materials provided by the upstream into various types of steel structure products. The downstream covers a variety of application areas, including building construction, factory buildings, bridge construction, and various steel frames to support equipment. The entire industrial ecological chain is closely knit, jointly promoting the development and innovation of the steel structure industry.
- Product trends and competition:
Steel structure products offer the advantages of short construction period, good earthquake resistance, and environmental protection, which aligns with the eco-friendly characteristics of green building materials. Under the influence of the government's active promotion of green building policies, the proportion of steel structures in the construction market is expected to increase year by year. In addition, the expansion of private demand and
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investment in construction projects will further drive the application and promotion of steel structures in the construction market. Future development trends include combining the Group's upstream steel mill resources to provide better quality steel, as well as developing products with higher added value to meet diverse market demands and enhance competitiveness. Steel products:
- Current state and development of the industry:
The World Steel Association maintains a cautiously optimistic outlook on the industry, noting that the global steel sector is approaching a cyclical turning point. Overall demand is expected to bottom out in 2025, followed by a moderate rebound and growth in 2026. Despite the significant escalation of global trade tensions and ongoing uncertainties, the resilience of the global economy, continued strong public infrastructure investment across major economies, and the anticipated gradual easing of financing conditions collectively support the foundation for industry recovery. Regionally, development trends are becoming increasingly divergent. While the decline in demand in China has moderated, growth momentum has shifted toward emerging economies, including India, ASEAN, the Middle East, and North Africa. These regions, together with Africa, where signs of recovery are emerging, are becoming new drivers of global steel industry growth. For steelexporting economies, escalating trade tensions have had a direct adverse impact on steel demand. Finally, geopolitical uncertainty remains a significant headwind, undermining consumer and investor confidence and dampening steel demand in key markets.
- Product trends and competition
In terms of product trends and competition, the global manufacturing industry is currently facing a “dual squeeze,” characterized by rising production costs on one hand and continued pressure on consumer purchasing power on the other, intensifying competition in steel products. In particular, for economies that rely heavily on exports of “steel-intensive products,” such as machinery and automotive components, escalating trade tensions have directly dampened demand for these products. However, demand for steel products related to construction and infrastructure has demonstrated greater resilience. For example, Brazil’s government-supported social housing
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programs have boosted demand for construction steel; the recovery in U.S. residential construction and private investment; and increased defense and infrastructure spending in the European Union in response to geopolitical developments have all driven growth in steel consumption in specific segments.
In Taiwan, the Industrial Production Index reached a record high for November, marking the 21st consecutive month of year-on-year growth. Nevertheless, amid competition from overseas peers and still-weak endmarket demand, the steel industry remained under pressure. Some manufacturers continued to adjust output or conduct production line maintenance, resulting in a year-on-year decline of 10.79% in the basic metals sector and 14.22% in the automotive and auto parts sector. The machinery and equipment sector also recorded a year-on-year decline of 4.26%. According to the fourth-quarter report of the European Steel Association, apparent steel consumption is projected to grow by approximately 3% in 2026, contingent on a recovery in industrial production and the easing of geopolitical uncertainties. If these conditions are not met, consumption may remain below pre-pandemic levels. In addition, changes in U.S. trade policy are considered a key factor influencing European trade flows. According to the European Steel Association's fourth-quarter report, steel consumption is projected to grow by about 3% in 2026, but this depends on the recovery of industrial production and the easing of geopolitical uncertainty. If these conditions are not met, consumption may remain below pre-pandemic levels. In addition, changes in U.S. trade policy are considered a key factor influencing European trade flows.
The manufacturing Purchasing Managers’ Index (PMI) for November was 49.2, marking the eighth consecutive month in contraction territory. Although easing tensions in the U.S.–China trade dispute have supported market confidence, the impact of tariffs persists. Coupled with a weak housing market affecting investment and consumption, the manufacturing PMI is likely to decline further in December. The World Steel Association forecasts that global steel demand will remain broadly flat at approximately 1.749 billion tons in 2025, and is expected to increase modestly by 1.3% to 1.772 billion tons in 2026. This outlook is supported by public infrastructure investment in
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multiple countries and gradually easing financing conditions. However, high manufacturing costs, constrained consumption, escalating trade frictions, and geopolitical uncertainties may pose key risks this year.
- Future market supply and demand and future growth
Regarding future supply and demand growth, the report projects that global steel demand will remain flat in 2025 at approximately 1.749 billion tons, in line with 2024, and will rebound moderately by 1.3% in 2026 to reach
1.773 billion tons. Growth prospects vary significantly across regions: Demand in China is projected to decline by 2.0% in 2025 and 1.0% in 2026, mainly due to the sluggish real estate market. However, as the housing market bottoms out and begins to recover, the pace of decline is expected to gradually moderate. In contrast, India is expected to be the strongest growth engine over the next two years, with growth projected at up to 9%. Africa and Central and South America are also expected to demonstrate average annual growth potential of approximately 5.5%. In developed economies, demand is projected to decline for the fourth consecutive year in 2025 (-0.5%). However, supported by a recovery in the European and U.S. markets, growth is expected to return to a positive 1.5% in 2026. Nevertheless, demand in Japan and South Korea is expected to remain subdued through 2026.
- Favorable and unfavorable factors of the company's vision of development and response measures
Favorable factors
-
(1) Global demand has bottomed out and is expected to rebound, with moderate growth anticipated in 2026.
-
(2) Emerging markets (excluding China) are showing strong growth momentum.
Unfavorable factors
-
(1) Geopolitical tensions and trade barriers disrupt the flow of supply and demand.
-
(2) The manufacturing sector is facing pressure from both sides, limiting its growth potential.
(III) Overview of Technology and R&D
-
R&D results in recent years
-
(1) National Center for Research on Earthquake Engineering - Phase 3
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R&D on the automated welding of the internal separation plate of BOX
-
(2) Development of a digital offset waveform process for waveformcontrolled submerged arc welding.
-
(3) Development of fillet welding process for vertical welding position of collaborative robotic arm.
-
Research and development status in recent years
-
(1) During the third year of development, the automated welding technology for BOX internal partition plates, developed in collaboration with the National Center for Research on Earthquake Engineering, completed multi-stage testing and full-scale validation. This included welding trials on approximately 30 test specimens and 5 full-scale box column internal partitions, and successfully passing eight beam–column joint structural tests. The overall ultrasonic testing (UT) pass rate of welds reached 90%, while the beam– column joint structural tests achieved a 100% success rate. Furthermore, cyclic loading tests confirmed that all beam–column joints met the AISC seismic requirement of 4% drift angle, demonstrating that the automated technology has reached sufficient maturity for practical application in the production of high seismicresistant steel structures. These results are expected to reduce reliance on highly skilled welders and enhance the competitiveness and pricing power of BOX products in the seismic-resistant construction market.
-
(2) In 2023, the R&D department became the first in the industry to develop an asymmetric bipolar AC waveform SAW process, delivering tangible improvements in production efficiency as well as energy savings and carbon reduction. Building on this foundation, the offset waveform SAW process further developed this year enhances welding efficiency by approximately 18%, with particularly significant benefits for thick plates and large BOX components. This technology not only shortens production cycles and improves capacity turnover, but also strengthens the Company’s process competitiveness in line with the trend toward energy
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efficiency and carbon reduction.
-
(3) In response to the long-term industry trend of a shortage of skilled welding personnel, the R&D department completed the development of a horizontal-position fillet welding process in 2024 and successfully implemented it on the BRB production line. This year, it further completed the development of a vertical-position (3F) fillet welding process. Vertical welding operations have traditionally relied heavily on highly skilled technicians, with high training costs and an unstable labor supply. The results of this development indicate that the success rate of the collaborative robotic arm vertical welding process has reached 90%, with overall quality comparable to manual welding, and superior consistency and stability in weld appearance. This technology is expected to reduce reliance on highly skilled welding personnel, mitigate labor-related risks, and enhance production line stability and predictability.
-
Future R&D plans
-
(1) National Center for Research on Earthquake Engineering – Phase I R&D on the advancement and application of automated welding technology for BOX internal separation plates.
-
(2) Development of weld bead visual recognition technology.
-
(3) BCR/BCP automated welding procedures setup.
-
Explanation of Future R&D plans
-
(1) The next phase of the R&D program will focus on enhancing welding efficiency and simplifying operational workflows. Through testing on 40 sets of small-scale steel component specimens, the Company aims to accelerate technology standardization and facilitate mass production deployment. At the same time, a new welding process database will be established to improve the efficiency and consistency of multi-layer, multi-pass welding. In addition, the adoption of AI-based steel column coordinate recognition, integrated with BIM manufacturing models, will effectively reduce manual input and positioning costs, laying the foundation for large-scale replication and cross-plant implementation in the future.
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-
(2) During the development of collaborative robotic welding processes, the R&D department identified welding path planning as a critical factor affecting weld appearance quality and internal fusion integrity. In addition, on-site personnel require extensive training to become proficient in operating collaborative robots for path configuration. To address this, weld seam vision recognition technology will be introduced and integrated with collaborative robotic systems to enable rapid and automated welding path generation. This approach will not only reduce manual configuration errors but also shorten operation time, thereby further enhancing weld quality and production efficiency.
-
(3) In support of the Company’s adoption of BCR/BCP automated turnover welding equipment, the R&D department will plan and establish corresponding standardized welding procedures. These technologies are not limited to the fabrication of BCR/BCP components, but can also be extended to the automated welding of various beam–column joints, thereby maximizing the benefits of equipment investment and continuously enhancing overall production efficiency and process competitiveness.
-
(4) Future R&D plans
| Additional R&D | |||
| Plan in the Most Recent Year | Time of | ||
Current Progress |
Investment | ||
| (name) | Completion | ||
| (NT$10,000) | |||
| National Center for Research on Earthquake Engineering – Phase I R&D on the advancement and application of automated welding technology for BOX internal separation plates |
Enhanced a multi-layer, multi- pass AI expert system to reduce the frequency and procedures of slag removal and weld seam contour scanning, while optimizing robotic arm motion trajectories and speed to improve operationalefficiency. |
75 | 2026.12 |
| Development of Weld Seam Visual Recognition Technology |
Developed visual recognition technology applicable to collaborative robotic arms, with initial testing focused on fillet weldidentification. |
300 | 2026.12 |
| Establishment of Automated Welding Procedures for BCR/BCP |
Constructed automated turnover welding equipment. |
5 | 2026.08 |
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(IV) Long-term and Short-term Business Development Plans
-
Short-term plans: Steel structure:
-
In the steel structure business, we comprehensively promote the development of refined steel structure plants to improve product quality and market competitiveness. Likewise, the production capacity planning of the new Yanchao Plant in Kaohsiung and the Guantian Factory is strengthened, with an emphasis on increasing proprietary production capacity to effectively support market demand and increase annual output, further boosting production efficiency and economic benefits. Trade:
-
(1) Consolidate existing customers and develop customers in emerging markets.
-
(2) Strive to sign long-term contracts with high-quality and stable customers.
-
Long-term plans:
Steel structure:
-
(1) For the steel structure business, we maintain our annual order target and continue to increase proprietary production capacity.
-
(2) Enhance services for strategic quality customers and product management.
-
(3) Actively develop regional business opportunities with new customers, new products, and new markets.
Trade:
-
(1) Continue expanding sales of non-ferrous products.
-
(2) Expand medium to high-grade product sales and develop new markets.
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II. Market, Production and Sales
(I) Market analysis
-
Sales region for main products
-
(1) China Steel Structure Co., Ltd.
- In 25, 100% of the Company's main products, steel structures, were sold in Taiwan and 0% were exported. 77% of the steel products were sold in Taiwan and 23% were exported (Mainland China and Southeast Asia).
-
(2) United Steel Engineering & Construction Corp. Taiwan.
-
Market share
-
(1) China Steel Structure Co., Ltd.
The Company is one of the top four steel structure plants in Taiwan but we do not have objective market share statistics.
- (2) United Steel Engineering & Construction Corp.
The Company is a Class A contractor; however, there are no objective statistics available on market share.
-
Future market supply and demand and future growth China Steel Structure Co., Ltd.
-
(1) Steel structure
As "large investment projects," "high-tech plants," and "Class A office buildings" drive up the demand for steel structure in recent years and labor costs gradually increase, the overall steel structure market is stabilizing in terms of prices. However, the recent shortage of labor in the construction market has not yet seen improvement. We must carefully consider the changes in raw material prices and labor costs in order to reduce the risks of the increased cost of steel structures. In the face of challenging material and wage fluctuations, the core strategy should be to carefully select quality customers and brand customers, and simultaneously remain committed to promoting the brand values of the Group and the Company to further foster market trust and competitive advantage.
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- (2) Trade
In the steel trade sector, the significant escalation of global trade tensions has become a defining feature and a key source of risk in the current market. Intensifying trade frictions have not only increased market uncertainty, but have also directly impacted exportoriented economies. Notably, trade barrier policies have begun to reshape supply chain behavior. For example, in the U.S. market, expectations of higher tariffs have led to “front-loading” of production. While this has supported a short-term rebound in U.S. steel demand in 2025 (1.8%), it also illustrates how trade protectionism can distort the normal supply–demand dynamics. This distortion is likely to remain a persistent challenge for global steel trade going forward.
United Steel Engineering & Construction Corp.
The total budget for public construction projects in 2026 is expected to increase by NT$37.4 billion compared to 2025. Government infrastructure programs will continue, including the High Speed Rail extension to Kaohsiung and the Greater Southern New Silicon Valley initiative. In addition, ongoing capacity expansion by hightech companies is driving demand for commercial office space and industrial facilities. Meanwhile, enterprises are accelerating investments in reclaimed water plants, waste treatment centers, and green retrofitting of commercial buildings, further boosting demand for environmentally sustainable construction projects. As a result, the overall construction sector is expected to maintain a growth trajectory over the next six months. Nevertheless, the Company will continue to face operational challenges, including labor shortages, the implementation of carbon pricing, and uncertainties related to trade policies and tariffs.
-
Competitive niche
-
China Steel Structure Co., Ltd.
-
(1) The Company is an industry leader with sound reputation.
-
(2) The Company offers high product quality, timely delivery, and solid workplace safety and health.
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- (3) Comprehensive management system and abundant and diverse technical certifications.
United Steel Engineering & Construction Corp.
The Company has a good financial structure and bank credit, abundant engineering personnel, and superior construction management. Therefore, it is more competitive compared to general construction companies.
- Favorable and unfavorable factors for future development and response measures
China Steel Structure Co., Ltd.
- (1) Favorable factors
Steel structure:
-
① Continue to administer cost reduction initiatives and enhance the Company's competitiveness.
-
② Dedication to pre-sales and after-sales services.
Trade:
-
① Strong demand for raw materials in emerging markets.
-
② Risk of low-priced dumping due to shrinking domestic demand in China.
-
(2) Unfavorable factors
Steel structure:
-
① Orders of public construction and steel bridges has declined sharply.
-
② Labor shortages have driven up wage costs.
-
③ Steel material costs fluctuate drastically with international market prices, posing greater risks.
Trade:
-
① Customers’ steel purchase policy becomes more conservative.
-
② Chaos in the pioneer phases of carbon tax in various countries.
-
(3) Response strategies
Steel structure:
- ① Actively pursue purchase orders for the expansion of high-tech
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plants and office building construction projects to make up for the shortage of purchase orders for steel bridges.
-
② Increase Guantian Plant's capacity for producing steel structures for buildings and plants. The short-term goal is to gradually adjust the bridge manufacturing process to prepare for future engineering projects.
-
③ Formulate methods to reduce the cost of materials.
Trade:
-
① Actively expand businesses in emerging markets.
-
② Continue to promote steel products with high value-added.
-
③ Diversify the sources of the supply of materials and satisfy customer demands for different product.
-
④ Carefully evaluate the financial and business status of customers to protect the Company's interests.
-
⑤ Take hedging measures in response to foreign exchange fluctuations and reduce foreign exchange losses.
-
United Steel Engineering & Construction Corp.
-
(1) Favorable factors:
-
① The Company maintains high standards in construction quality and project management, earning numerous awards and strong recognition from clients.
-
② The Company has a strong construction team capable of delivering complex and challenging projects, gaining the trust of its clients.
-
(2) Unfavorable factors:
-
① The shortage of management personnel and skilled workers poses challenges to project scheduling and timeline control.
-
② High workforce mobility within the construction industry makes it difficult to retain qualified engineers, who are often recruited by competitors, affecting manpower allocation.
-
③ Construction costs have risen significantly, and fluctuations in earthwork disposal costs have led to substantial price volatility,
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impacting project profitability and increasing operational risks.
-
(3) Response strategies:
-
① The Company leverages the support of the CSC Group to establish a company brand and image to achieve market segmentation and avoid low-price competition with competitors for tenders.
-
② The Company established a comprehensive management system to improve engineering technologies and train talented engineers and management talents with the aim of becoming a large-scale construction company.
-
③ Implement digitalized site management to optimize workflows and reduce reliance on manpower.
-
④ Evaluate and expand into emerging industries and adopt diverse management models to disperse risks.
(II) Major product manufacturing processes
-
Steel structure
-
(1) Important applications of steel structure: The steel structure products produced by the Company are mainly used for structures and the steel structure construction of new office buildings, bridges, cranes, oil tanks, plants, reservoirs, incineration plants, and power plants.
-
(2) The steel structure production process is as follows:
==> picture [362 x 82] intentionally omitted <==
----- Start of picture text -----
Assembly and Straightening Processing
welding
Sandblasting Finished
and rust Spray painting
removal products
Structure
Steel plate Cutting assembly
----- End of picture text -----
-
Trade
-
(1) Important applications of steel products
The main customers of steel products sold by the Company are upstream, midstream, and downstream companies in the steel industry. Important operators include: Steel mills, steel cutting
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industries, screw and nut industries, steel pipe industries, hot and cold rolling industries, automotive parts and electrical appliances industries. The products are used as materials necessary for production and processing of downstream industries.
- (2) Steel product production process: The Company only serves as the distributor of steel products in sales and does not have steel product processing or production processes.
(III) State of supply of chief raw materials
The main materials of steel structures are steel plates and hot-rolled steel sections. Steel plates are mainly purchased from China Steel and hot-rolled steel sections are mainly purchased from Dragon Steel.
-
(IV) Names of customers who accounted for more than 10% of the purchases (sales) in the last two years
-
Names of customers who accounted for more than 10% of the purchases in the last two years - consolidated
Unit: thousand NTD
| Year | Item | Total annual net | Relationship | ||
|---|---|---|---|---|---|
| Name | Amount | ||||
| purchase ratio | with the issuer | ||||
| 2024 | 1 | China Steel Corporation |
4,520,278 | 60.02 | CSC Group |
| 2 | Dragon Steel Corporation |
1,161,253 | 15.42 | CSC Group | |
| Others | 1,849,218 | 24.56 | |||
| Net amount forpurchases |
7,530,749 | 100.00 | |||
| 2025 | 1 | China Steel Corporation |
3,809,988 | 52.18 | CSC Group |
| 2 | Dragon Steel Corporation |
1,692,640 | 23.18 | CSC Group | |
| Others | 1,799,571 | 24.64 | |||
| Net amount forpurchases |
7,302,199 | 100.00 | |||
| 2026 up to the previous quarter |
Information at the end of the quarter before the publication date of the Annual Report is from 2025. Therefore, the information is the same as the information above. |
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- Names of customers who accounted for more than 10% of the sales in the last two years - consolidated
Unit: thousand NTD
| Year | Item | Total annual net | Relationship | ||
|---|---|---|---|---|---|
| Name | Amount | ||||
| purchase ratio | with the issuer | ||||
| 2024 | 1 | CompanyA | 2,957,820 | 15.02 | |
| 2 | CompanyB | 2,905,150 | 14.75 | ||
| 3 | CompanyC | 2,409,201 | 12.23 | CSC Group | |
| Others | 11,422,887 | 58.00 | |||
| Net sales | 19,695,058 | 100.00 | |||
| 2025 | 1 | CompanyA | 4,522,193 | 21.59 | |
| 2 | CompanyB | 2,486,440 | 11.87 | ||
| 3 | CompanyC | 1,396,684 | 6.67 | CSC Group | |
| Others | 12,542,963 | 59.87 | |||
| Net sales | 20,948,280 | 100.00 | |||
| 2026 up to the previous quarter |
Information at the end of the quarter before the publication date of the Annual Report is from 2025. Therefore, the information is the same as the information above. |
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III. Employees
- (I) Number of CSSC employees, average age, and average years of service of employees in the last two years until February 28, 2026:
| Year | Year | End of 2024 | End of 2025 | 2026.02.28 |
|---|---|---|---|---|
| Number of employees | 452 | 447 | 443 | |
| Average Age | 44.7 | 45 | 44.8 | |
| Averageyears of services | 13.6 | 13.7 | 13.5 | |
| Education background distribution (%) |
PhD | 0 | 0 | 0 |
| Master's | 15.5 | 16.6 | 16.7 | |
| Undergraduate | 65.5 | 65.1 | 65.2 | |
| Vocational college |
10.2 | 9.2 | 8.8 | |
| High school (vocational high school) |
8.4 | 8.7 | 8.8 | |
| Junior high school or lower |
0.4 | 0.4 | 0.5 |
- (II) Number of CSSC and subsidiary employees, average age, and average years of service in the last two years until February 28, 2026:
| Year | Year | End of 2024 | End of 2025 | 2026.02.28 |
|---|---|---|---|---|
| Number of employees | 670 | 674 | 670 | |
| Average Age | 44.7 | 44.9 | 44.7 | |
| Averageyears of services | 13.5 | 13.4 | 13.2 | |
| Education background distribution (%) |
PhD | 0 | 0 | 0 |
Master's |
19.3 | 19.4 | 19.9 | |
Undergraduate |
63.1 |
64.1 | 63.7 | |
| Vocational college |
10.6 | 9.6 | 9.4 |
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| Year | End of 2024 | End of 2025 | 2026.02.28 | 2026.02.28 | |
|---|---|---|---|---|---|
| High school (vocational high school) |
6.6 | 6.5 | 6.6 | ||
| Junior high school or lower |
0.4 | 0.4 | 0.4 |
IV. Environmental Management Measures and
Environmental Protection Expenditures
China Steel Structure Corporation implements annual internal audit programs and third-party verification measures for its environmental management system in accordance with ISO 14001. The Company also conducts regular regulatory reviews to identify applicable environmental laws and regulations, ensuring that all operational processes remain compliant.
The Company obtained ISO 14001 recertification in 2022 and conducts environmental aspect identification to assess the potential environmental impacts of all activities and operations. In 2025, the Company successfully renewed its certification following third-party verification by Taiwan Inspection Technology Co., Ltd. (SGS), maintaining the validity of the system (valid from December 14, 2025 to December 14, 2028). In line with the principle of continual improvement, the Company continuously enhances its environmental management performance. Internal and external audits are conducted annually, and quality management system methodologies are applied to ensure that all operations comply with ISO 14001 requirements.
Following its relocation from Xiaogang District to Yanchao District, the Company obtained approval in 2010 from the Environmental Protection Administration for the “Environmental Impact Assessment Report of China Steel Structure Corporation Yanchao Industrial Park” of the Kaohsiung Plant, in line with its commitment to environmental protection. Implement environmental monitoring each quarter during the operation period with seven monitoring items including air quality, low-frequency noise, groundwater, traffic flow, land-based ecology, and soil (once every year). To achieve ecological conservation ideals, Kaohsiung Plant maintains an ecological conservation area of 16.81 hectares (approximately 37.4% of the total area) to
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form a multi-layer habitat for animals and plants. The green belt around the plant reduces the plant noise heard by nearby residents and also purifies the air.
In terms of air pollution management, CSSC ensures the normal operations of baghouses and active carbon absorption pollution prevention equipment. The Company regularly inspects the Particulate pollutants (Par.) and Volatile Organic Compounds (VOCs) in pipelines within the plant and reports emissions. CSSC also applies for the establishment, modification, operation, change, and renewal of permits in accordance with laws and continues to strengthen audits in the plant and cooperate with the "Kaohsiung and Pingtung Regional Air Pollution Control Plan" of the Environmental Protection Administration to ensure that CSSC meets regulatory requirements.
No industrial effluents are produced in the production process of Kaohsiung Plant which only produces domestic sewage from employees' daily operations. The sewage is processed in sewage processing facilities and discharged into an ecological pond after it meets effluent standards. Due to the gradual depletion of water resources in Taiwan, the sewage is recycled for watering plants and trees in the plant after secondary purification in the ecological pond.
The Company supports the government's policy of turning waste into resources. The Company's main business is the production of steel structures and steel product trade. The steel structures and steel products are directly transported to the delivery site on transportation pallets. No packaging is required for product transportation and no packaging waste is produced in the transportation process to the delivery location. In addition, the main waste in the plant, slag from submerged arc welding, is currently recycled and reused through the collaboration with the welding agent supplier. The Company still appoints qualified processing plant to dispose of certain waste. Waste steel is sold to recycling companies for reuse. Waste steel balls from sandblasting are screened by units in the jurisdiction and the processing method was changed from the original burial method to iron recycling.
The Company's environmental protection expenditures in 2025:
- In 2025, Kaohsiung Plant's general industrial waste disposal fees totaled approximately NT$621,434; industrial waste disposal fees totaled
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approximately NT$18,770,701; environmental monitoring expenses totaled approximately NT$2,540,707.
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In 2025, Guantian Plant's general industrial waste disposal fees totaled approximately NT$45,600; industrial waste disposal fees totaled approximately NT$6,714,219.
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(I) Losses arising as a result of pollution in the recent year up until the publication date of this annual report (February 28, 2026):
| January to | ||
|---|---|---|
| 2025 | February, |
|
| 2026 | ||
| Date of penalty (Date of violation) |
2025.11.24 (2024.12.10) |
None |
| Penalty number |
Penalty No. 22-114-110017 | |
| Violated articles in regulations |
Article 8, Paragraph 4 of the Noise Control Act | |
| Contents of violation |
At 07:33, hoisting operations were being conducted and an excavator was in operation at a construction site in Gushan District, Kaohsiung City, in violation of Article 8, Paragraph 4 of the Noise Control Act and Item 4 of Kaohsiung City Government Announcement No. 11205006200 dated October 23, 2023. The relevant provision stipulates that construction projects shall not use powered machinery to engage in activities that disturb public tranquility between 10:00 p.m. and 8:00 a.m. the following day, and between 12:00 p.m. and 2:00 p.m. on holidays,within designated noise control zones. |
|
| Contents of disposal |
NT$3,000 |
(II) Response strategies:
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Improvement measures to be taken
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(1) In the event of schedule acceleration at the construction site, materials shall be delivered and temporarily stored in advance, with unloading and hoisting operations using powered machinery deferred until after the restricted hours.
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(2) Workers should be informed to strictly abide by the regulations that “construction projects shall not use powered machinery to engage in activities that disturb public tranquility between 10:00 p.m. and 8:00 a.m. the following day, and between 12:00 p.m. and 2:00 p.m. on holidays, within designated noise control zones.”
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Part of response measures not implemented
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(1) Reasons for not taking improvement measures: None.
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(2) Status of pollution: None.
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(3) Possible losses and compensation amounts: None.
V. Protection Measures for Work Environment and
Employees' Personal Safety
In 2025, the Company completed the recertification of its ISO 14001, ISO 45001, and TOSHMS management systems to enhance management efficiency. The validity period of ISO 14001 certification is from December 14, 2025 to December 14, 2028, while that of ISO 45001 certification is from November 26, 2025 to November 26, 2028.
The Company established the Occupational Safety and Health Committee in accordance with laws to review the Company's safety and health performance. Its members include the Chairperson (President), Vice Chairpersons (Vice Presidents of Management and Production), Assistant Vice President of Production, 14 labor representatives (accounting for at least onethird of the total Committee membership), medical personnel, two occupational safety and health personnel, and six department-level supervisors. The Committee convenes quarterly meetings to review the effectiveness of occupational safety initiatives and to determine follow-up action plans. In addition to matters required by law, production units (Kaohsiung Plant, Guantian Plant, and the Engineering Department) are required to report on the implementation and outcomes of improvement projects related to environmental and operational controls within their respective areas of responsibility. These initiatives support continuous improvement and also serve as a basis for experience sharing and cross-project implementation across production facilities and engineering projects.
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(I) Hazard identification and risk assessment
The Company upholds the concept that occupational safety starts in the design phase because many hazards can be reduced and risks can be avoided through advanced planning and analyses. The Company has executed standard operating procedures, risk identification, and risk assessments and has taken action based on the risk assessment results to continue to address risk factors in the work environment.
(II) Compliance with safety and health regulations
Compliance is one of the Company's policies for safety and health and energy and environmental policies. The Company aims to meet all safety and health requirements of all government institutions. The Company reviews the legislation promulgated by the Ministry of Labor and other related government entities (e.g., National Fire Agency) and conducts applicability and compliance identification each month to ensure that CSSC meets regulatory requirements.
(III) Safety and health audit
China Steel Structure Corporation regularly evaluates the environmental, safety, and health (ESH) management capabilities of its contractors and implements monthly audit plans. The Company assigns personnel with extensive expertise in ESH to conduct audits at construction sites and production units across Taiwan. These audits assess contractors’ implementation of ESH practices and their compliance with applicable regulations. Audit findings are documented in reports, submitted to the audited units for corrective action, and tracked through to closure. Through this process, the Company identifies unsafe conditions and behaviors, as well as potential sources of environmental pollution at factories and construction sites, thereby preventing occupational incidents and mitigating environmental impacts. This approach helps reduce operational risks and enhances both customer confidence and the Company’s corporate image.
(IV) Occupational safety improvement measures
- The Company has established implementation guidelines for toolbox meetings to facilitate operation by contractors and management personnel of the production units. In addition to explaining the work
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contents and safety notices, this also helps ensure the mental readiness of workers and archive implementation records.
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If the ratio of width of the flange plate and the web of a steel section exceeds 1: 3, a clamp must be applied to prevent the steel section from collapsing due to an unstable center of gravity.
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The Company provides chain turnover machines to turn auxiliary steel structure components when purchasing or updating turnover equipment to ensure stability of steel structure components when turning.
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The Company specifies methods for stacking materials with broad foundations and narrow top load, and lower amounts of materials on each additional level to ensure the stability of materials.
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The Company has promoted the supervisor inspection system to promote a safety-oriented culture where supervisors will proactively care about employees.
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The Company has promoted observations on on-site and construction site safety in order to bring forth recommendations on improving safety.
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The Company has established regulations on transportation and loading to prevent overturn and falling during component transportation and loading in order to ensure product safety during the process.
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On-the-job training is delivered by experienced on-site personnel, as well as experts and scholars from government agencies and academic institutions, who share practical field experience.
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(V) Friendly work environment
A friendly work environment effectively reduces the probability of occupational disasters. CSSC works hard to create a sound workplace environment:
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The Company utilizes large-area translucent roofing panels to enhance natural lighting within its plants and reduce reliance on artificial lighting. In addition, designated safe walkways are planned within plant areas and along internal roads, and safety checkpoints are established prior to entry into work areas to remind employees and contractors to remain vigilant about their safety.
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The Company installed additional railings on around the rooftop to reduce the operation risks of construction units on the rooftop.
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Continuous drinking water fountains with warm, hot, and iced water supply functions have been set up in the administration building, plant building offices, and all production plants. The Company also regularly inspects the status of filters and analyzes the level of Escherichia coli colony count.
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Kaohsiung Plant constructed a footpath around the entire plant and planted trees and shrubs along the footpath as well as flowering plants such as Dwarf Ixora for employees and contractors to relieve their stress and increase work efficiency.
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Large swaths of the original vegetation were kept by the plant. As no hard surfaces were paved on the vegetation, the rainwater can easily penetrate into the ground during rainy season and the soil in the plant can retain large quantities of water. Materials with good water permeability such as interlocking bricks were adopted for administrative areas, parking lots, and footpaths to replace AC, RC, and other pavements with low permeability. Soil in the water evaporates into vapor when there is no rain in the dry season and helps lower the temperature of the plant.
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Kaohsiung Plant has an area of 88,404m[2] and approximately 1,000 employees including contractors. Each employee can use an average area of 88m[2] . The spacious work environment prevents overcrowding in the workplace that may place mental pressure on employees or contractors.
The CSSC administration building is equipped with breastfeeding room with equipment such as beds, sofas, refrigerators, and bathrooms. They are provided for use by employees, contractors, or visitors and dedicated personnel are assigned to provide maintenance each day to maintain the cleanliness of the environment in the breastfeeding room.
CSSC considers the employees and contractors' needs for fund withdrawal. Financial institutions have set up three ATMs in the plant and one was designed to help meet the needs of people with disabilities. The height was reduced and the control keyboard was made more accessible to provide people with disabilities with more convenient use.
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Emergency call buttons are installed in restrooms. When activated, they trigger external warning lights and audible alarms to ensure user safety.
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Handicapped parking spaces and mother and infant-friendly parking spaces were set up by the CSSC administration building. The parking spaces are located near the administration building to help people with disabilities and pregnant women park their vehicles nearby.
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An accessible design was adopted for the elevator of the administration building. The elevator car is equipped with a control panel for wheelchair users, Braille signs, safety mirrors, etc. for the convenience of people with limited mobility.
(VI) Safety and health training
In compliance with occupational safety and health regulations, the Company regularly conducts safety and health training programs. Certain specialized occupational safety training is outsourced to qualified external training institutions to ensure that employees and contractors acquire the necessary knowledge and skills for their work. Ongoing training efforts also reinforce safety awareness among employees and contractors.
(VII) Health and care
Employees are the Company's biggest assets. Only healthy employees can maximize growth for the Company. The Company continues to promote safety and health as well as health promotion activities to actively create a high-quality workplace environment. Implementation method:
- Employee health examinations
The Company provides annual health examinations for all employees regardless of age or gender, exceeding current regulatory requirements. In addition to standard health check items, the examinations include abdominal ultrasound and tumor marker screenings. The Company also collaborates with the Health Promotion Administration to offer oral cancer screening, providing employees with more comprehensive health assessments. Upon receiving their annual health examination reports, employees are offered on-site health consultations with contracted occupational medicine physicians, as well as health education seminars on disease prevention.
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- Health seminars and education activities
The Company organizes health promotion activities and seminars each year to improve the physical and mental health of employees and provide them with new knowledge on taking care of their health and healthcare.
- Onsite nurses and physician services on site
The Company hires licensed nurses to provide employees and contractors with emergency aid and health education training. We appoint occupational medicine specialists to provide services in plants each month. They provide employees and contractors with free health consultation services, health guidelines, etc.
VI. Labor Relations
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(I) Various employee welfare policies, continuing education, training, retirement systems, and implementation status, agreements between employees and employer, and employees' rights and interests:
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Employee benefits measures and implementation status
To address the daily needs of employees, the Company provides a safe and clean working environment, and helps employees relieve physical and mental stress after work by providing various welfare measures and organizing activities. These measures help remove the stress and anxiety of work, make life more fulfilling and comfortable, and create more harmonious labormanagement relations.
The Company's employee welfare measures include the following items:
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(1) Subsidies for self-improvement activities, gift money for festivals, club activities, education of employees' children, emergency and disaster relief, wedding allowances, domestic and overseas group travel, and childbirth and birthday gifts.
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(2) Emergency zero-interest loans and applications for wedding and funerary tributes.
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(3) The Company has established an employee cooperative store.
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(4) Comprehensive group insurance.
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(5) Year-end party and celebrations for Labor Day, Mid-Autumn Festival, and plant anniversary.
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Retirement system and implementation status
According to the Company's human resources management system, employees must retire once they meet one of the following conditions:
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(1) Where the employee is over 65 years old;
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(2) Where the employee is mentally incapable or physically disabled and cannot continue to work.
The Company established the "Employee Retirement, Compensation, and Severance Regulations" and the "Guidelines for the Care of Retired Employees and Survivors of Deceased Employees". The Company also set up the retirement reserve fund account to support employees' life during employment and after retirement. The Company organizes retirement tea parties before the retirement of employees reaching retirement age to thank them for their hard work and dedication in their services at the Company. The Company also provides career planning services for them after retirement. Within ten years after retirement, employees continue to receive gifts or cash allowances during the three major festivals. In addition, when the Company organizes celebrations or cultural, artistic, or recreational activities, retired employees may be invited to participate depending on the nature of the events.
The Labor Pension Act was promulgated on July 1, 2005. The Company's employees were permitted to choose to use the old or new system within five years starting from that date. However, personnel hired after July 1, 2005 are all enrolled under the new system. As of the end of December 2025, 430 employees were enrolled under the new system while 11 were still enrolled under the old system. Their pensions are processed in accordance with related regulations in the "Labor Pension Act" or the "Labor Standards Act".
A Supervisory Committees of Workers' Retirement Reserve Funds was established by the Company in accordance with the law. For employees to whom the Labor Pension Act is applicable, a monthly pension equal to 6% of the salary is also paid to the personal account with the Labor Insurance Bureau. For employees to whom the Labor Standards Act is applicable, employee pension is calculated based on the employee's year of service and the average salary in the 6 months prior to the employee's approved retirement date. The
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Company has contributed to this part of the pension fund in excess, and is approved by the Supervisory Committees of Workers' Retirement Reserve Funds not to contribute to the Old Labor Pension Fund. A report has been filed with the Department of Labor. The Company's Supervisory Committees of Workers' Retirement Reserve Funds convenes quarterly meetings to report the Company's current pension contribution, payment, and balance status.
- Employee conduct and code of ethical conduct
In order to create an ethical culture and encourage employees to exercise discipline and uphold integrity in the performance of their duties, the Company regularly organizes courses on business integrity, reporting of violations of ethical conduct, complaints, and disciplinary actions to regulate employee conduct and to promote the corporate value of ethical conduct.
- Employee training
The Company established the Human Resource Section under the Administration Department to take charge of planning employee development regulations and systems, and formulating and executing the training programs. The Section is responsible for talent development and organization management.
To train the talents necessary for corporate business development, the Company established regulations for training and on-the-job studies to regulate the training system and specify training regulations. The Company reviews the business development status each year and establishes the annual training programs for training to improve employees' knowledge and skills. The talent cultivation system is used to strengthen management skills and professional knowledge and skills. The Company also trains management and professional talents on all levels and encourages employees to improve themselves with studies.
The five major training programs of the Company and subsidiaries include management, professional skills, safety and health, liberal education, and on-the-job training programs. The total number of employees and total number of hours are as follows:
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(1) China Steel Structure Co., Ltd.
| Training type | Total numberofpeople | Total hours |
|---|---|---|
| Management | 235 | 680 |
| Professionalskills | 81 | 1,036 |
| Safety andhealth | 580 | 3,452 |
| Liberaleducation | 360 | 1,200 |
| On-the-job studies | 3 | 360 |
(2) United Steel Engineering & Construction Corp.
| Training type | Total numberofpeople | Total hours |
|---|---|---|
| Management | 84 | 252 |
| Professionalskills | 125 | 1,294 |
| Safety andhealth | 20 | 180 |
| Liberaleducation | 141 | 397 |
| On-the-job studies | 1 | 120 |
- Other important agreements
To develop employer-employee relationships, foster cooperation between the employer and employees, and improve work efficiency, the Company has established the "China Steel Structure Co., Ltd. Regulations for Labor-Management Meeting" on August 15, 1988 in accordance with the regulations in the "Regulations for Implementing Labor-Management Meeting" promulgated by the Ministry of the Interior.
To stabilize labor-management relations, promote labor-management harmony and protect labor interests, in March 2023, the group negotiation protocol was activated. A total of 3 negotiation meetings were held over six months, and the two parties signed a group agreement on November 24, 2023. The agreement has a validity of 3 years from the signing date to November 23, 2026. Contents of the agreement that are superior to the legal requirements include employee stock ownership trust that encourages employees to become partners of the Company, the 8-day maternity examination leave that builds a parent-friendly workplace, as well as collective bargaining agreements that allow the management system to have a binding effect on both labor and management.
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- Internal communication management regulations Communication channel and feedback contents:
| Item No. |
Communication | |
|---|---|---|
| Feedback contents | ||
| channel | ||
| 1 | Administration system of the Company |
Where individuals or groups wish to express an opinion, they may provide feedback to the direct supervisor through the administration system (verbal or written proposal). The supervisor shall help them consult related units to address the issues or request theresponsible supervisortomake a decision. |
| 2 | Business report | (1) Level 1 supervisors convene monthly meetings. (2) Plant and department work reports and coordination items. |
| 3 | Management review meeting |
(1) Convened regularly in January each year. (2) The management inspects and reviews the appropriateness of the documents for the functions of the management system. (Including data analysisresults) |
| 4 | Production meeting | (1) Personnel ranked section chief and above of the Production Department convene weekly meetings. (2)Production reports and coordination matters. |
| 5 | Employer-employee meetings |
(1) Meetings of the Employer-Employee Committee are convened once every 3 months. (2) Matters regarding the Company's work conditions, benefits, work improvements, and employer-employeerelations. |
| 6 | Companylaborunion | Employee welfare orcomplaintitems. |
| 7 | Quality meeting | (1) Section chief of the Production Department and persons in charge of contractors of each plant convene monthly meetings. (2) Quality implementation status, results of defect analyses in the production process, and coordination items withthe units. |
| 8 | Company web page | Amendment oftheinternal regulations |
| 9 | Companyhard drives | Documents ofthe qualitymanagement system |
| 10 | Announcements | Change in position and announcements of rewards andpenalties |
China Steel Structure conducts annual employee opinion surveys to understand employees’ perceptions and satisfaction with the Company’s internal systems (including facilities), and to serve as a reference for enhancing organizational cohesion and improving workplace practices. The results and implementation status of the 2025 employee opinion survey are as follows:
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| Respondents | Allemployees |
|---|---|
| Survey Dimensions |
Work environment and organizational culture; compensation and benefits; management systems; interpersonal communication and interaction; work and career development; organizational commitment andidentification. |
| Number of Respondents |
449 people |
| Coverage (%) | 45.6% |
| Executionunit | Administration Department |
| Survey frequency |
Once every year |
| Survey period | 2025/01/01~2025/12/31 |
| Overall satisfaction |
5.48 (Minimum 1 point, maximum 7 points) |
| Survey results | The survey was structured into six dimensions (a total of 18 questions), and 205 valid questionnaires were collected. The total score for the 18 questions was 98.69 out of a maximum of 126, equivalent to 78.4 on a percentage scale. Overall employee satisfaction was above the industry average, representing a slight increase of 0.7% compared to the previous survey. |
| Improvement plan |
Based on the results of this survey, the Company’s planned improvement measures for 2026 are as follows: 1. For the item “hardware and software resources and facilities required for work,” the Company will progressively upgrade outdated equipment and systems, and enhance system support services. 2. The Company will continue to promote the internal proposal system, increase opportunities for communication and exchange, encourage employees to provide constructive suggestions regarding their work processes (or surrounding facilities), and provide appropriate incentives and recognition. 3. To strengthen and reinforce internal compliance awareness, the Company will enhance training for management personnel and establish grievance channels. In addition, the audit unit will formulate an annual audit plan and carry out audit activities in accordance with the established schedule. |
(II) Losses arising as a result of employment disputes in the recent year up until the publishing date of this annual report (quantify estimated losses and potential responses; if potential losses cannot be reasonably estimated, state the reason why): None.
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China Steel Structure Co., Ltd.
Employee Retirement, Compensation, and Severance Regulations
Established on August 29, 1986 10th amendment on February 25, 2021
Chapter I. General Provisions
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Article 1 China Steel Structure Co., Ltd. (hereinafter referred to as the Company) established the Company's Employee Retirement, Compensation, and Severance Regulations (hereinafter referred to as the Regulations) in accordance with the Labor Standards Act and related regulations to reward employees for their professional services and take care of employees during employment and retirement.
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Article 2 The employees specified in the Regulations refer to fixed-term contract employees and non-fixed term contract employees. However, fixed-term contract employees are not eligible for the provisions on retirement specified in Chapter 4 of the Regulations. Their severance pay shall be processed in accordance with the terms of the fixed-term contract.
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Article 3 The age specified in the Regulations shall be based on the age specified in the household registration records.
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Article 4 The number of years of service shall be calculated based on the number of years the employee has served at the Company (including the preparatory period). The original number of years of service of employees transferred from other units to the Company with special approval shall be included in the calculation.
Except otherwise specified in the Company's other regulations, the number of years of service during extended leave without pay (including suspension of duties) shall not be calculated.
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Chapter II. Allocation of the retirement reserve funds
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Article 5 The formulation, adjustment, and temporary suspension of the allocated retirement reserve funds shall be processed in accordance with laws and regulations.
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Article 6 The allocated retirement reserve funds shall be retained by the financial institution designated by the competent authority in accordance with laws. Within one month of the end of each year, the Company shall produce the list of the allocation and expenditures of the workers' retirement reserve funds and submit it to the Supervisory Committees of Workers' Retirement Reserve Funds for review and approval.
The organization and duties of the Supervisory Committees of Workers' Retirement Reserve Funds shall be processed in accordance with laws and regulations.
- Article 7 The formulation or adjustment of the allocation rate shall be reported to the local competent authority for approval and registration. A suspension of appropriation of contributions may be filed to the Supervisory Committees of Workers' Retirement Reserve Funds for approval and reported to the local competent authority for approval.
Chapter III. Lay off
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Article 8 Employees may be laid off under one of the following circumstances:
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I. Where the Company suspends or transfers operations;
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II. Where the Company sustains losses or reduction in business operations;
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III. Where work is suspended for more than one month due to force majeure factors;
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IV. Where the Company changes the nature of its business and it is necessary to reduce the number of workers but has no suitable work for workers;
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V. Where an employee is verified as unable to perform tasks required for his/her job;
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VI. Other conditions approved by the employee.
Article 9 Where an employee is laid off in accordance with regulations in the preceding article, the minimum period of advance notice shall be processed in accordance with the regulations below:
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I. Those who have been in employment for three months or more but less than one year should be given a ten-day notice.
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II. Those who have been in employment for one year or more but less than three years should be given a twenty-day notice.
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III. Those who have been in employment for three years or more should be given a thirty-day notice.
After receiving the advance notice referred to in the preceding paragraph, the employee may ask for leave of absence during work hours to find a new job. Such leave of absence may not exceed two work days per week. Wages shall be paid during such leave of absence. Where the Company fails to lay off employees with an advance notice in accordance with the preceding paragraph, it shall pay the salary during the advance notice period.
Except for conditions specified in Article 14 of the Labor Standards Act, an employee who wishes to resign is required to provide an advance notice to the Company. The advance notice period shall be processed in accordance with Paragraph 1 of this Article. Where the employee fails to provide advance notice and causes the Company to suffer losses, the Company may pursue compensation in accordance with laws.
An employee who voluntarily resigns or leaves his/her job upon the expiry of the labor contract shall not be paid the wages during the advance notice period or the severance pay. In addition, the employee shall be required to complete resignation procedures.
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Article 10 Laid off employees shall receive severance pay in accordance with the regulations below:
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I. Employees enrolled under the old pension system: An employee shall be given one month's average salary as severance pay for each full year he/she has served at the Company. For periods of less than one year, the severance pay shall be paid proportionally. Periods of less than one month shall be calculated as one month.
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II. Employees enrolled under the new pension system: An employee shall be given half a month's average salary as severance pay for each full year he/she has served at the Company under the new pension system. For employees who have worked for less than one year, the severance pay shall be paid proportionally. The maximum severance pay shall be six months' average salary.
Chapter IV. Retirement
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Article 11 Employees may apply for voluntary retirement under one of the following circumstances.
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I. Where the employee has provided services for more than 10 years and is 60 years old or older;
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II. Where the employee has provided services for more than 15 years and is 55 years old or older;
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III. Where the employee has provided services for more than 25 years.
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IV. The Company may, based on actual needs, propose provisional voluntary early retirement plans and report them to the Labor Bureau for approval and registration before implementation.
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Article 12 Where the employee is over 65 years old, the employee should retire.
After the Chairman or President retires upon reaching retirement age, they may be appointed as unpaid advisors. The Chairman may be appointed as an "honorary unpaid advisor" without a
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term limit. The President may be appointed as an "unpaid advisor" with a term limit of three years. With the exception of serving as unpaid advisors described above, they may also serve as the paid advisors, independent directors, and natural-person supervisors in affiliated enterprise of CSC Group. They also may not represent affiliated enterprise of the Group in any position with fixed remuneration.
Article 13 Where the employee has mental or physical disabilities and cannot continue to work, the employee should retire.
Article 14 The pension payment standards for retired employees are as follows:
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I. Employees enrolled under the old pension system:
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(I) According to Article 55, Paragraph 1, Subparagraph 1 of the Labor Standards Act, two base units are given for every full year of service. Employees are given one base unit for each full year of service after the 15th year and the total number of base units shall be capped at 45. Periods of less than six months shall be calculated as six months; periods of more than six months shall be calculated as one year.
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(II) According to Article 13, where employees are forced to retire due to disability incurred from the execution of their duties, the pension shall be paid in accordance with the standards set forth in Article 55, Paragraph 1, Subparagraph 2 of the Labor Standards Act.
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(III) The standards for pension base units in the two preceding items refer to the employee's average monthly salary in the six months before the approval for retirement.
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II. Employees enrolled under the new pension system:
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(I) The Company shall make monthly pension contributions equal to no less than 6% of the employee's monthly salary. Employees may also
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voluntarily contribute up to 6% percent of their individual salaries every month separately as pension.
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(II) Where the employee is over 60 years old and has worked for at least 15 years, the employee may collect monthly pension. Employees who have worked for less than 15 years are required to apply for one lump-sum pension payment. The calculation of the aforementioned number of years of service shall be calculated based on the actual number of years of service during which the pension is appropriated. Where the number of years of service is interrupted, the number of years of service during which the pension is appropriated before and after the interruption shall be calculated together.
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(III) The payment of pension for the number of years of service before the implementation of the new pension system shall be processed in accordance with regulations for employees enrolled under the old pension system in Subparagraph 1.
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(IV) According to Article 13, where employees are forced to retire due to disability incurred from the execution of their duties, the pension shall be paid in accordance with the standards set forth in Article 55, Paragraph 1, Subparagraph 2 of the Labor Standards Act. Where the disability is not incurred from the execution of duties, if the employee has accumulated years of service in the old pension system in the Company, the pension shall be paid in accordance with the payment standards in Article 55, Paragraph 1, Subparagraph 1 of the Labor Standards Act. Where the employee has not been employed for at least five years, it shall be calculated as five years. However, the pension appropriated by the Company on behalf
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of the employee under the new system and the severance pay paid by the Company in accordance with Article 12, Paragraph 1 of the Labor Pension Act shall be deducted from the payment amount.
Chapter V. Compensation
- Article 15 Where an employee of the Company enrolled under the old system is deceased due to an illness or accident during employment, the compensation base unit shall be calculated and paid in accordance with the regulations and standards in Article 55, Paragraph 1, Subparagraph 1 of the Labor Standards Act. Where the employee has not been employed for at least five years, it shall be calculated as five years. However, the number of years of service eligible for the new pension system shall be deducted by the pension already appropriated by the Company on behalf of the employee.
Where an employee of the Company not enrolled under the old system is deceased due to an illness or accident during employment, the compensation shall be processed in accordance with the new pension system.
The compensation distributed in accordance with the two preceding paragraphs shall not be paid from labor insurance or group insurance death benefits.
Article 16 The death of an employee due to work or occupational hazards refer to one of the following conditions:
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I. Where the employee is deceased due to courageous efforts in disaster rescue;
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II. Where the employee is deceased due to an accident in the performance of his/her duty in the workplace (including inside and outside the Company);
-
III. Where the employee is deceased due to an accident on the necessary transportation route when the employee is summoned to the plant to conduct emergency repairs;
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-
IV. Where the employee is deceased due to an occupational disease;
-
V. Where the employee is deceased due to an accident on the necessary transportation route when the employee is assigned to conduct company affairs;
-
VI. Where the employee is deceased due to an accident in the event of a natural disaster on the way to or from work;
VII. Where the employee is deceased due other work or occupational hazards prescribed in laws and regulations. In the event of a death caused by the conditions in the preceding paragraph, funerary expenses totaling 5 months' average salary and death compensation totaling 40 months' average salary shall be paid.
In addition, where the Company deems that conditions in Subparagraph 1 of the preceding paragraph are met, it shall distribute a special compensation of NT$1,200,000; where conditions in Subparagraph 2, 3, or 4 of the preceding paragraph are met, it shall distribute a special compensation of NT$600,000; where conditions in Subparagraph 5 or 6 of the preceding paragraph are met, it shall distribute a special compensation of NT$300,000;
The compensations distributed in accordance with the preceding paragraph shall not be paid from labor insurance or group insurance death benefits. The compensations shall be paid from the payouts from insurance policies with insurance premiums paid by the Company. Where the death compensation of the 40 base units specified in the preceding paragraph is lower than the compensation based on retirement calculation standards, the death compensation shall be paid based on the retirement calculation standards.
Article 17 In the event that an employee is disabled or injured, or contracts a disease due to an occupational hazard, compensation shall be paid in accordance with the following regulations. However, where the Company has paid compensation for the same accident
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in accordance with the Labor Insurance Act or other regulations, the payment may be used to offset the compensation; Where there are other payouts from insurance policies with insurance premiums paid by the Company, the compensation shall be paid from the payouts.
-
I. Where an employee is injured or contracts an occupational disease, the Company shall pay compensation for necessary medical expenses.
-
The categories of occupational diseases and the scope of medical services shall be processed in accordance with related regulations of the Labor Insurance Act.
-
II. Where an employee is unable to work during medical treatment, the Company shall pay compensation based on the employee's salary. However, where the treatment period exceeds two years and the employee fails to recover, once a designated hospital's diagnosis finds the employee to have lost the original capacity to work and the standards for disability payments in Subparagraph 3 are not met, the Company may be exempted for the salary compensation liabilities after paying a lump-sum payment of 40 months' average salary.
-
III. After an employee's treatment is terminated and a designated hospital's diagnosis states that the employee suffers from a physical disability, the Company shall pay a lump-sum disability compensation based on the average salary and the severity of the disability. The standards shall be processed in accordance with related regulations of the Labor Insurance Act.
Article 18 When an employee is deceased, the survivors' compensation shall be paid to survivors in the following order:
-
I. Spouse and children;
-
II. Parents;
-
III. Grandparents;
-
IV. Grandchildren;
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-
V. Brothers and sisters.
-
Article 19 The survivors' compensation or compensation paid by the Company in accordance with Article 16 and 17 may be deducted from the payment of compensation for damages arising out of the same accident.
-
Article 20 The statute of limitation for claim right to receive compensation shall not be extinguished two years after the date the employee becomes entitled to receive the said compensation.
-
The right to receive compensation shall not be prejudiced by the severance of service by the employee. The compensation may not be used for transference, collateral, or compulsory execution after it is deposited into the account opened in the financial institution.
Chapter VI. Supplementary provisions
-
Article 21 The necessary expenses for retirement, compensation, and severance shall be included in the annual budget for personnel expenses. The payment shall be processed in accordance with the following regulations:
-
I. Pension under the old system: Pension shall be paid from the retirement reserve funds. Any deficiency shall be paid from the personnel expenses for the current year.
-
II. Other payments: All other payments shall be paid from the personnel expenses for the current year.
-
Article 22 These Regulations shall come into effect by resolution of the Board of Directors. The same applies to all subsequent amendments.
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VII. Information Security Management
-
(I) Information communication security risk management structure
-
Information security governance organization
The CSSC established the Information Security Committee on August 31, 2022. The Vice President serves as the convener. Supervisors of the Audit Office, President's Office, Finance Department, Industrial Safety & Hygiene Department, Quality Assurance Department, Steel Structure Sales Department, Trading Department, Kaohsiung Plant, Guantian Factory, Design Division, R & D Department, and Engineering Department or employees that they assign serve as members of the Committee. The Director of the Information & System Department serves as the person in charge of information security. In addition, the Executive Secretary Unit, Information Security Response Unit and Information Security Audit Unit are set up. The Committee convenes annually, organizes the formulation and implementation of policies related to information security, risk management and compliance checks. It also reviews and decides guidelines and policies on information security and information protection to ensure the effectiveness of information security management measures.
- Structure of the Information Security Committee
==> picture [328 x 176] intentionally omitted <==
----- Start of picture text -----
Convener/Committee
Chairman
Committee Member of
information security
Person in charge of
information security
(Director, Information &
System Department)
Executive Secretary
(Information security
dedicated personnel)
Information Security Information Security Audit
Response Unit Unit
----- End of picture text -----
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(II) Information communication security policies
-
The goal of information security
-
(1) Ensure the confidentiality, comprehensiveness and access of the Company's business-related information and ensure the Company's information security.
-
(2) Increase protection of information security and achieve the goal of continual operation.
-
The strategy of information security policy
In order to effectively realize information security management, the Information Security Committee follows the PDCA management cycle, i.e. Plan - Do - Check - Act, to review the applicability of the information security policy and the protective measures. The strategy is follows:
-
(1) Assess the security needs of information operation and establish relevant procedures, development strategies, management framework and standards to ensure the confidentiality, comprehensiveness and access of information assets.
-
(2) Establish the information security organization and division of duties to facilitate the implementation of information security operation.
-
(3) Formulate assessment criteria for the level of information security incident to implement necessary tasks.
-
(4) Establish reporting and response mechanisms for information security incidents to ensure the timely and proper response, control and handling of information security incidents and to minimize the scope of impact and losses.
-
(5) Regularly conduct tests, drills and information security training to raise employees' awareness of information security to reduce manmade information security disasters.
-
Information communication security risk management and continual improvement on the structure
-
(1) Information security governance (Plan)
-
Formulating the structure of the information security policy
-
Formulating the internal operation procedures of information security
-
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-
(2) Promotion and implementation (Do)
-
Implementation of education on information security policy and training for employees
Incorporation and implementation of internal information operation
-
(3) Risk assessment (Check)
-
The risks of the information security structure is re-assessed each year
Improvements and assessment of operation are conducted based on the recommendations of the audit department
Assessment is conducted based on the improvement recommendations from all units
-
(4) Risk improvement (Act)
-
Continual improvement on the internal operation procedures Seeking external solutions
(III) Concrete management plan of information security
-
Monitoring of network activity
-
(1) Network activities are monitored 24 hours a day by the external information security center. Material information security risks are handled immediately. Improvements on medium- and low-risk information security incidents are conducted quarterly.
-
(2) Firewalls and VPN are established. Equipment network interface cards are controlled to disable network connection by illegal equipment.
-
Device security
-
(1) Anti-virus software is installed on the Company's personal computers and servers. One account is for one person and is controlled and certified by Active Directory. Change of password is compulsory every three months.
-
(2) Windows Server Update Services (WSUS) are set up for automatic software update for the Company's personal computers and servers.
-
- Data security
-
(1) The USB port of the Company's personal computers is turned off by default. Activation requires approval.
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-
(2) Entry and exit of machinery rooms are managed by access control. Important systems are backed up regularly. Disaster recovery drills are conducted for databases annually.
-
E-mail control and social engineering rehearsal
-
(1) The E-mail system is filtered via spam server, and the black list and white list mechanism is established.
-
(2) Non-scheduled phishing tests are conducted in cooperation with the Group. Reporting and improvement are conducted based on gravity.
-
(3) Information security training is organized annually, and information security announcements are made non-periodically to raise employees' awareness of information security.
-
(IV) Resources invested in information communication security management Results of the implementation of information security measures in 2025
-
- Procedural guidelines: Information Communication Security Management is implemented in accordance with the established information security protocol.
-
Information security certifications: ISO/IEC 27001:2022 information security (valid from November 26, 2025, to November 25, 2029), verification for this year completed.
-
Safety and health training: Implemented three sessions of information security training.
-
Information security testing: Implemented website and host vulnerability testing.
-
Conducted e-mail social engineering drills: Implemented e-mail social engineering drills on 180 persons monthly. This year, a total of 240 persons were randomly selected for the drills.
-
(V) Information and communication security risks and response measures:
To prevent information security attacks, the Company not only enhanced the routine information security operations and purchased new software and hardware for information security, but also enhanced the information security incident monitoring and reporting mechanism, incorporated external
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professional information security consultant for assistance, and established the Information Security Committee which called meetings regularly. In order to raise employees’ awareness on information security, the Company implemented quarterly information security trainings and monthly e-mail social engineering drills.
Furthermore, in response to the ever-changing ways of hacking, the Company referenced the National Institute of Standards and Technology Cybersecurity Framework (NIST Cybersecurity Framework) and established five major information security management measures:
- Identify
Review the information environment and key resources, systems and services; establish a risk management strategy that caters to the daily operations, including information asset inventory and risk assessment, and discover potential risks through internal and external audits in order to make improvements.
- Protect
Establish corresponding defense measures to ensure that key resources, systems and services will not be affected by information security incidents. The measures include identity and access management, endpoint / anti-virus protection and firewalls.
- Detect
Establish real-time detection and alert mechanisms for information security incidents, including a spam management system, intrusion detection system, and the Security Operations Center (SOC).
- Respond
Establish the reporting and response management for information and communication security incidents so that when an event occurs, the damage control or recovery can be promptly completed to reduce the impact of the events on CSSC.
- Recover
The Information & System Department has comprehensive backup SOP. In the event of damage to the data, users can use the backup program for disaster recovery. The program shall restore the data to a previous backup point and minimize the impact to the production process.
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- (VI) List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
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VIII. Important Contracts
(I) China Steel Structure Co., Ltd.
| Nature of the Contract |
Commencement | |||
|---|---|---|---|---|
| Restrictive | ||||
| Contracting Party | Date/Expiration | Main Content | ||
| provisions | ||||
| Date | ||||
| Construction project |
Pinshi Sen Huo Co., Ltd. | 2025.03~ subject to project progress |
Tainan Pingshi Combined Transfer Station Building constructionproject |
None |
| Construction project |
King's Town Construction Co., Ltd. |
2025.06~ subject to project progress |
King’s Town Longzhong Section Sky Bridge Project |
None |
| Construction project |
Lien Jade Construction Co., Ltd. |
2025.06~ subject to project progress |
Lien Jade Fang Jui Building Construction Project (Roof) |
None |
| Construction project |
Farglory Land Development Co., Ltd. |
2025.09~ subject to project progress |
Farglory H79 Residential Building Construction Project |
None |
| Construction project |
Beicheng Construction Co., Ltd. |
2025.05~ subject to project progress |
Beicheng Construction Roosevelt Project construction project |
None |
| Construction project |
Taiwan Kumagai Co., Ltd. |
2023.01~ subject to project progress |
Jinpeng Construction, building in the Dunhua section |
None |
| Construction project |
Fu-Hsuan Construction and Engineering Co., LTD. |
2022.05~ subject to project progress |
Land lot No. 138 in the Yangyisixing Section |
None |
| Construction project |
SanDi Properties Co., Ltd. |
2023.10~ subject to project progress |
Kaohsiung Sky Tower residential building construction project |
None |
| Construction project |
Shine Far Construction Co., Ltd. |
2024.05~ subject to project progress |
Zhenglong Nanchang Project (top-down construction) project |
None |
| Construction project |
Shine Far Construction Co., Ltd. |
2025.04~ subject to project progress |
The New Landmark commercial and residential building constructionproject |
None |
| Construction project |
Cheng-Shi Construction Co., Ltd. |
2024.05~ subject to project progress |
New Taipei City Mingde Section commercial and office constructionproject |
None |
| Construction project |
Nikken & CSSC Metal Products Co., Ltd. |
2025.03~ subject to project progress |
Nikken & CSSC Metal Products Co., Ltd. - Drainage improvement of land lot No. 184, 200 etc. in Liugui District (Free-form) |
None |
| Construction project |
Kuocheng Construction | 2024.09~ subject to project progress |
Special Trade Zone Phase III Top-down Construction Project |
None |
| Construction project |
Yung Sheng Real Estate Development Co., Ltd. |
2023.10~ subject to project progress |
Yung Sheng Huaisheng Residential Project |
In-house component manufactur ing |
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| Nature of the Contract |
Commencement | |||
|---|---|---|---|---|
| Restrictive | ||||
| Contracting Party | Date/Expiration | Main Content | ||
| provisions | ||||
| Date | ||||
| Construction project |
Yung Sheng Real Estate Development Co., Ltd. |
2023.10~ subject to project progress |
Yongsheng Tonghua Residential Project |
In-house component manufactur ing |
| Construction project |
Feng Yu Construction Co., Ltd. |
2024.07~ subject to project progress |
Kaohsiung Buddhist Temple | None |
| Construction project |
Pucheng Construction Ltd. |
2023.10~ subject to project progress |
Zhuguan Zhongshan North Residential Project |
None |
| Construction project |
Chengyo Construction Co., Ltd. |
2023.12~ subject to project progress |
New Taipei City second administration building construction |
None |
| Construction project |
Shao Hua Construction Co., Ltd. |
2024.01~ subject to project progress |
EBC building construction | None |
| Construction project |
Taipei Twin Towers Limited |
2023.11~ subject to project progress |
Taipei West Gateway Taipei Main Station designated zone C1/D1 land development constructionproject |
None |
| Construction project |
Rian Construction Co., Ltd. |
2024.02~ subject to project progress |
Kuma Tower construction project |
None |
| Construction project |
Lien Jade Construction Co., Ltd. |
2026.01~ subject to project progress |
Lien Jade Alioth Palace construction project |
None |
| Construction project |
Continental Engineering Corporation |
2023.12~ subject to project progress |
Fubon The Jardin commercial and residential building renovationproject |
None |
| Construction project |
Samsung C&T and Formosa Builders joint project |
2023.09~ subject to project progress |
Fubon Aozidi construction (upper structure) |
None |
| Construction project |
Shine Far Construction Co., Ltd. |
2023.09~ subject to project progress |
Jian Lin Industrial Forest of Hsinchu construction |
None |
| Construction project |
Sheng De Fu Construction Development Co.,Ltd. |
2023.10~ subject to project progress |
Sheng De Fu Ninxia phase I (The Skyhill) construction |
None |
| Construction project |
Far Eastern General Contractor Inc. |
2023.05~ subject to project progress |
Eastern International Convention Center phase I |
None |
| Construction project |
Shende Construction Co., Ltd. |
2024.12~ subject to project progress |
Zhongshan Art Mansion construction project |
None |
| Construction project |
Yang Sheng Construction Co., Ltd. |
2022.12~ subject to project progress |
Yang Sheng Construction Guangfu N. Rd. building constructionproject |
None |
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| Nature of the Contract |
Commencement Date/Expiration Date |
Main Content | ||
|---|---|---|---|---|
| Restrictive | ||||
| Contracting Party | ||||
| provisions | ||||
| Construction project |
Chieh Chih Construction Co., Ltd. |
2022.04~ subject to project progress |
Jingcheng Boxiao section (Kingdom Of New Asia Bay) buildingconstructionproject |
None |
| Construction project |
Lih Shinn Construction Co., Ltd. |
2024.09~ subject to project progress |
Lih Shinn D2 Riverfront Landmark building construction project |
None |
| Construction project |
Stability Construction Co., Ltd. |
2024.01~ subject to project progress |
Lien Jade Jui An Building construction project |
None |
| Construction project |
Feng Yu Construction Co., Ltd. |
2024.11~ subject to project progress |
Shin Kong Kaohsiung Qianjin Office Building construction project |
None |
| Construction project |
San-Ching Engineering Co., Ltd. |
2024.11~ subject to project progress |
Cathay Life Insurance Taichung City West District Hecuo Section top-down steel pillar construction |
None |
| Construction project |
Far Eastern General Contractor Inc. |
2024.11~ subject to project progress |
Zhongxiao Bistro 98 building construction project |
None |
| Construction project |
Shao Hua Construction Co., Ltd. |
2025.07~ subject to project progress |
Yung Yi Fong New Taipei City Yonghe District Xinyi Section residential and commercial building |
None |
| Long-term bills |
KGI Bank | 2024.10~ 2026.10 |
Long-term credit limit | None |
(II) United Steel Engineering & Construction Corp.
| Nature of the Contract |
Contracting Party | Commencement Date/Expiration Date |
||
|---|---|---|---|---|
| Restrictive | ||||
| Main Content | ||||
| provisions | ||||
| Construction project |
Public Works Bureau, Tainan City Government |
2019.11~ subject to project progress |
Tainan Asia-Pacific International Baseball Stadiums and Training Centers EPC project (phase 2 construction) |
None |
| Construction project |
Taiwan Power Company | 2020.08~ subject to projectprogress |
Southern Taiwan Science Park E/S expansion civil engineering EPCproject |
None |
| Construction project |
Construction Office, Public Works Bureau, Kaohsiung City Government |
2020.08~ subject to project progress |
Armaments Bureau, Ministry of National Defense Production Plant 205 Guangfu Barracks and Dashu Northern Barracks construction project (Guangfu Barracks) |
None |
| Construction project |
China Steel Corporation | 2022.02~ subject to project progress |
CSC new phase 2 coke oven civil engineering construction contract |
None |
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| Nature of the Contract |
Commencement | |||
|---|---|---|---|---|
| Restrictive | ||||
| Contracting Party | Date/Expiration | Main Content | ||
| provisions | ||||
| Date | ||||
| Construction project |
Taipower Transmission and Substation Engineering Division southern construction unit |
2022.10~ subject to project progress |
Tainan P/S remodeling civil engineering EPC project (Phase 1) |
None |
| Construction project |
China Prosperity Development Corporation |
2023.01~ subject to projectprogress |
Qiongdong section land townhouse construction project |
None |
| Construction project |
Port of Kaohsiung, Taiwan International Ports Corporation |
2024.03~ subject to projectprogress |
Port of Kaohsiung and affiliated ports smart energy management system constructionproject |
None |
| Construction project |
China Prosperity Development Corporation |
2024.04~ subject to projectprogress |
Yanbei Section land residential building construction project |
None |
| Construction project |
Academia Sinica | 2024.11~ subject to project progress |
Construction project of Quantum Technology Experimental Building at South Campus, Academia Sinica |
None |
| Construction project |
Construction and Real Estate Service Center, Armaments Bureau, Ministry of National Defense |
2025.05~ subject to project progress |
Guangfu Camp Factory Building 119 New Construction Project |
None |
| Construction project |
China Steel Chemical Corporation |
2025.05~ subject to project progress |
Civil Foundation and Steel Structure Construction Project for the Advanced Carbon Materials and Isotropic Graphite Plant at a Carbon Materials Production Facility |
None |
| Construction project |
Taipower Transmission and Substation Engineering Division Southern Construction Unit |
2025.07~ subject to project progress |
Tainan Liujia S/Y New Construction Turnkey Project |
None |
| Construction project |
Panasonic Taiwan Co., Ltd. |
2025.07~ subject to project progress |
New Construction Project of the Renwu Plant in Kaohsiung (Southern Taiwan Operations Center of Panasonic Group) |
None |
| Construction project |
Changhua Christian Medical Foundation |
2025.12~ subject to project progress |
New Construction Project of the Xifu Building, Evergreen Campus, Lukang Christian Hospital, Changhua Christian Medical Foundation |
None |
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| Nature of the Contract |
Contracting Party | Commencement Date/Expiration Date |
Main Content | Restrictive provisions |
|---|---|---|---|---|
| Construction project |
Taiwan High Speed Rail Corporation |
2026.01~ subject to project progress |
Design-Build Project for Space Reconfiguration and Construction of a New Integrated Workshop and Multi-level Parking Structure at the Taiwan High Speed Rail (THSR) Yanchao Main Depot (Drawing Nos.: T2-25-026 and M2-25-027) |
None |
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E. Review, Analysis, and Risks of Financial Conditions and Performance
I. Financial Conditions
- (I) Comparative Analysis of Financial Status - Consolidated - International Financial Reporting Standards (IFRSs)
Unit: thousand NTD
| Year | Difference | Difference | ||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Item | Amount | % | ||
| Current assets | 10,548,110 | 10,428,826 |
119,284 |
1 |
| Fixed assets | 1,741,480 | 1,687,438 |
54,042 |
3 |
| Other assets | 2,670,175 | 2,670,940 |
(765) |
0 |
| Total assets | 14,959,765 | 14,787,204 |
172,561 |
1 |
| Current liabilities | 8,601,098 | 8,750,458 |
(149,360) |
(2) |
| Non-current liabilities |
681,890 | 608,222 |
73,668 |
12 |
| Total liabilities | 9,282,988 | 9,358,680 |
(75,692) |
(1) |
| Capital stock | 2,000,000 | 2,000,000 |
0 |
0 |
| Capital surplus | 1,383,331 | 1,375,913 |
7,418 |
1 |
| Retained earnings | 2,457,171 | 2,189,128 |
268,043 |
12 |
| Other equity | (163,725) | (136,517) |
(27,208) |
(20) |
| Total shareholders' equity |
5,676,777 | 5,428,524 |
248,253 |
5 |
Analysis of changes in proportion: Other components of equity decreased by NT$27,208 thousand compared to the previous year, primarily due to valuation losses on equity investments recognized during the current year.
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-
II. Financial performance
-
(I) Comparative Analysis of Financial Performance - Consolidated
-
International Financial Reporting Standards (IFRSs)
Unit: thousand NTD
| Year Item |
Increase | |||
|---|---|---|---|---|
| Percentage | ||||
| 2025 | 2024 | (decrease) | ||
| of change% | ||||
| amount | ||||
| Total operatingincome | 20,948,280 | 19,695,058 | 1,253,222 | 6 |
| Net operatingincome | 20,948,280 | 19,695,058 | 1,253,222 | 6 |
| Operatingcosts | 19,963,338 | 18,635,059 | 1,328,279 | 7 |
| Grossprofit | 984,942 | 1,059,999 | (75,057) | (7) |
| Operatingexpenses | 384,352 | 359,731 | 24,621 | 7 |
| Operating profit | 600,590 | 700,268 | (99,678) | (14) |
| Non-operating income and expenses |
108,179 | (49,264) |
157,443 | 320 |
| Netprofit before tax | 708,769 | 651,004 | 57,765 | 9 |
| Income tax | 70,368 | 111,525 | (41,157) | (37) |
| Other comprehensive income (net income after tax) |
2,434 | (127,463) |
129,897 | 102 |
| Total comprehensive income |
640,835 | 412,016 | 228,819 | 56 |
| Analysis of changes in proportion: 1. Non-operating income and expenses increased by NT$157,443 thousand compared to the previous year, primarily due to higher net gains from investments, insurance claim proceeds received in the current year, and the absence of losses on asset disposals that were recognized in the prior year. 2. Income tax expense decreased by NT$41,157 thousand compared to the previous year, primarily due to income tax benefits recognized from the disposal of investments in the current year. 3. Other comprehensive income increased by NT$129,897 thousand compared to the previous year, primarily due to higher unrealized valuation losses on equity investments in the prior year. |
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III. Cash Flow
(I) Cash Flow Analysis for the Current Year - Consolidated
Unit: thousand NTD
| Cash balance at beginning of the period (IFRS) |
Net cash flow from operating activities |
Annual cash outflow |
Estimated surplus (shortage) amount |
Remedial measures for cash deficit |
Remedial measures for cash deficit |
|---|---|---|---|---|---|
| Investment plan |
Financial plan |
||||
| 467,748 | 3,060,311 | (2,627,654) | 900,405 | - | - |
| 1. Analysis of annual cash flow changes in this year: (1) Operating activities: Mainly due to changes in contract assets and contract liabilities in 2025. (2) Cash outflows amounted to NT$2,627,654 thousand, including NT$284,500 thousand from investing activities, primarily attributable to the acquisition of property, plant and equipment and an increase in refundable deposits. cash outflow from financing activities amounted to NT$2,343,154 thousand, mainly caused by repayment of bills and distribution of cash dividends. 2. Remedial measures for cash deficit: There were no instances of cash deficit. |
(II) Cash Flow Analysis for the Following Year - Consolidated
Unit: thousand NTD
| Cash balance at beginning of the period (IFRS) |
Estimated remedial measures for cash deficit |
Estimated remedial measures for cash deficit |
|||
|---|---|---|---|---|---|
| Estimated annual net | Estimated cash |
||||
| cash flow from | Expected annual cash outflow |
surplus (shortage) amount |
|||
| operating activities | Investment plan |
Financial plan |
|||
| 1,258,240 | (363,574) | (756,426) | 138,240 | - | - |
| 1. Analysis of changes in cash flow for the following year: (1) Operating activities: The expected main factors are the net profit of 2025, depreciation and amortization that do not affect cash outflow, share of the profit of associates, and changes in other working capital assets and liabilities. (2) Cash outflow amounted to NT$756,426 thousand including investing activities of NT$316,426 thousand which consisted mainly of capital expenditures and investment under the equity method; cash flow from financing activities totaled NT$440,000 thousand which was mainly caused by the distribution of cash dividends. 2. Remedial measures for cash deficit: There were no instances of cash deficit. |
IV. Effect of Major Capital Expenditures on Financial Position and Business Operation in the Most Recent Year:None.
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- V. Investment Policy in the Most Recent Year,
Profit/Loss Analysis, Improvement Plan, and Investment Plan for the Coming Year:
-
(I) Reinvestment policy in the most recent year: The Company's reinvestment policy mainly aims to meet the needs of business promotion and diversify the business direction in order to increase shareholders' equity.
-
(II) Profit/Loss analysis: The Company recognized investment gains in the amount of NT$111,310 thousand in 2025, mainly from the recognition of operating profits of investee companies.
-
(III) Investment plans for the coming year: None.
VI. Risk Items Assessment
-
(I) Impacts of interest rates, exchange rate fluctuation and inflation situation on the company's profit and loss, and the future countermeasures:
-
Interest rate risks: The Company belongs to the CSC Group, generates stable profits every year, and has a sound financial position. We have worked closely with financial institutions for years to obtain better interest rates. Furthermore, the Company timely adjusts loan structures based on the interest trends at any time. As of the end of 2025, financial assets exposed to cash flow interest rate risk amounted to NT$139,560 thousand. If interest rates were to increase/decrease by 1%, with all other variables held constant, the Company’s profit before tax would decrease/increase by approximately NT$1,396 thousand. Overall, the risks arising from interest rate fluctuations remain within a manageable range.
-
Foreign exchange risks: Due to the nature of the Company’s operations, the volume of foreign currency purchases and sales is relatively low. If the U.S. dollar were to appreciate/depreciate by 1%,
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the resulting foreign exchange loss/gain would be approximately NT$179 thousand. The Company generally manages foreign exchange risk by maintaining appropriate positions.
-
Inflation: Based on the current economic conditions, severe inflation issues are unlikely. However, the Company will continue to pay close attention to economic development trends and negotiate a contract price adjustment mechanism with owners depending on the circumstances. The Company's operating expenses for 2025 amounted to NT$384,352 thousand. If the inflation rate increases by 1% in the future, the Company's expenses will increase by approximately NT$3,844 thousand.
-
(II) Policies of engaging in high-risk, high-leverage investments, lending to others, providing endorsement and guarantee, and derivatives transactions in the most recent year, profit/loss analysis, and future response measures:
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The Company upholds its principle of stable financial operations and does not engage in high-risk or high-leverage investments.
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In 2025 and as of the date of publication of the report, the Company has not engaged in lending to others, providing endorsement and guarantee, and derivatives transactions.
(III) Future R&D Programs and Expected R&D Investment:
| Plan in the Most Recent Year (Name) |
Additional R&D Investment (NT$10,000) |
Time of Completion |
|
|---|---|---|---|
| Current Progress | |||
| National Center for Research on Earthquake Engineering – Phase I R&D on the advancement and application of automated welding technology for BOX internal separationplates |
Enhanced a multi-layer, multi-pass AI expert system to reduce the frequency and procedures of slag removal and weld seam contour scanning, while optimizing robotic arm motion trajectories and speed to improve operationalefficiency. |
75 | 2026.12 |
| Development of Weld Seam Visual Recognition Technology |
Developed visual recognition technology applicable to collaborative robotic arms, with initial testing focused on fillet weldidentification. |
300 | 2026.12 |
| Establishment of Automated Welding Procedures for BCR/BCP |
Constructed automated turnover welding equipment. |
5 | 2026.08 |
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(IV) Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales:
-
No such occurrences as of the publication date of the Annual Report in 2025.
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(V) Effects of and Response to Changes in Technology (including information communication security risk) and in Industry Relating to Corporate Finance and Sales:
-
In response to the increasing concern in information security issues, to prevent information security attacks, the Company not only enhanced the routine information security operations and purchased new software and hardware for information security, but also enhanced the information security incident monitoring and reporting mechanism, incorporated external professional information security consultant for assistance, and established the Information Security Committee which called meetings regularly. In order to raise employees’ awareness on information security, the Company implemented quarterly information security trainings and monthly e-mail social engineering drills. In 2025, the Company completed the transition to and obtained certification under the ISO/IEC 27001:2022 Information Security Management System (ISMS), with the certificate valid from November 26, 2025 to November 25, 2029. In addition, the Company joined the Taiwan Computer Emergency Response Team/Coordination Center (TWCERT/CC) in April 2024 to facilitate information security intelligence sharing and experience exchange, enhance incident response capabilities, safeguard the assets of the Company and its clients, and effectively control and mitigate the threats and impacts of information security incidents.
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(VI) Impact of Changes in Corporate Image on the Corporate Risk Management, and the Company's Response Measures:
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The Company has always upheld the quality policies consisting of customer satisfaction, safety first, excellent products, and sustainable business. The Company has been dedicated to maintain an integral corporate image and abide by the law.
No such occurrences as of the publication date of the Annual Report in
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(VII) Expected Benefits and Possible Risks in Mergers and Acquisitions (M&A) and Countermeasures:
No such occurrences as of the publication date of the Annual Report in 2025.
- (VIII) Expected Benefits and Potential Risks of Capacity Expansion and Response Measures:
The Company’s capacity expansion must be subjected to comprehensive, careful, and professional assessments. Major capital expenditures must be reported to the Audit Committee and Board of Directors and the Company has fully considered the benefits of investment and potential risks.
- (IX) Risks Associated with Over-Concentration in Purchase or Sale and Response Measures:
The Company's top two customers account for approximately 21.59% and 11.87% of sales, respectively. The remaining customers are spread out all through Taiwan. Therefore, there is no over-concentration in sales. In terms of procurement, the Company’s largest supplier is China Steel Corporation, accounting for approximately 52.18% of total purchases. As the Company and China Steel Corporation have a parent– subsidiary relationship, the risk associated with supplier concentration has been effectively mitigated.
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(X) Impacts and Risks Arising from Major Exchange or Transfer of Shares by Directors or Shareholders with Over 10 Percent of Stake in the Company and Countermeasures:
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No such occurrences as of the publication date of the Annual Report in 2025.
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(XI) Impact, Risk, and Response Measures Related to Any Change in the Administrative Authority Towards the Company's Operations:
No such occurrences as of the publication date of the Annual Report in 2025.
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- (XII) In terms of litigation or non-litigation matters, the company and the company's directors, president, actual responsible person, shareholders holding more than 10% of the company shares, and a subsidiary company who is involved in a major lawsuit that has either been decided or is still pending whereby the results of the case may have a significant impact to shareholder interests or market prices of securities, must be specified. The status of the disputed facts, bid amount, litigation commencement date, and the primary parties involved in such litigations up to the publication date of this annual report shall be disclosed:
The Company's Concluded or Pending Litigious, Non-Litigious or Administrative Litigation Events with a Value of NT$100 Million or More:
| Subordinate company name |
Litigation commencement date |
Processing status up to the date of publication of the annual report |
|||
|---|---|---|---|---|---|
| Main party in the | Disputed | ||||
| Disputed facts | |||||
| suit | amount | ||||
| China Steel Structure Co., Ltd. |
Complainant: China Steel Structure Co., Ltd. Defendants Hsieh O-Lu, Chang O- Ho, Lin O-Feng, Chen O-Chan, Chen O-Lun, Chan-O Engineering Co., Ltd. (also acting through its legal representative, Shen O), Ssu-O Engineering Co., Ltd. (also acting through its legal representative, Chen O-Chieh), Chien-O Safety Net Co., Ltd. (also acting through its legal representative, Wan O-I),Cheng- |
The 11 defendants, including Hsieh O-Lu, were prosecuted for fraud and other offenses. Following a complaint filed by China Steel Structure Corporation and a report from the Kaohsiung City Field Division of the Investigation Bureau of the Ministry of Justice, the Kaohsiung District Prosecutors Office concluded its investigation on November 19, 2025, and filed a public prosecution (Case Nos.: Investigation No. 24496 and No. 35818 of 2025). The prosecution alleges that the defendants' illegal acts caused China Steel Structure Corporation to suffer losses amounting to NT$134,189,983. |
NT$134 million |
On November 19, 2025, the Kaohsiung District Prosecutors Office concluded its investigation and initiated public prosecution. |
The Criminal Division of the Kaohsiung District Court has scheduled a hearing (preparatory proceeding) for April 15, 2026. On February 26, 2026, China Steel Structure Co., Ltd. filed an incidental civil action to the criminal proceedings with the Criminal Division of the Kaohsiung District Court, seeking damages from the individuals and entities involved. |
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| Subordinate company name |
Litigation commencement date |
Processing status up to the date of publication of the annual report |
|||
|---|---|---|---|---|---|
| Main party in the | Disputed | ||||
| Disputed facts | |||||
| suit | amount | ||||
| O Enterprise (represented by Wan O-Nan), Chang O-Wen, and Tseng O- Chih. |
The case is currently processed by Kaohsiung District Court. First- instance case number: Litigation No. 850 of 2025. |
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| Subordinate company name |
Litigation commencement date |
Processing status up to the date of publication of the annual report |
|||
|---|---|---|---|---|---|
| Main party in the | Disputed | ||||
| Disputed facts | |||||
| suit | amount | ||||
| United Steel Engineering & Construction Corp. |
Han Huang Co., Ltd., Park One International Hospital, Lan- Ting Juan, Hsin- Hua Juan |
USEC was contracted to perform the electrical and mechanical construction and renovation project of Park One International Hospital on July 1 and July 18, 2019. Park One International Hospital issued a letter on June 5, 2020 stating that it is required to apply for a new unified business number and requested Han Huang Co., Ltd. to take over responsibilities for the Contract. Park One International Hospital and Lan-Ting Juan served as the joint guarantor of Han Huang Co., Ltd. The project completion and acceptance had been completed for a considerable amount of time but Han Huang Co., Ltd had failed to pay the construction payment and additional construction payment totaling NT$201,694,848. USEC has issued numerous notices but Han Huang Co., Ltd. failed to pay. USEC therefore filed a civil lawsuit to request the construction payment from the defendants. Article 99, Paragraph 2 of the Company Act states that "If a shareholder abuses the company's status as a legal entity and thus causes the company to bear specific debts and to be apparently difficult for the company to pay such debts, and if such abuse is of a severe nature, the shareholder shall, if necessary, be liable for the debts." Therefore, the Companyadded the legal |
NT$202 million |
The Plaintiff filed a civil statement of claim to Kaohsiung District Court on January 27, 2021. |
Mediation failed and the case proceeded to litigation. The court ordered that the entire case be referred for expert examination. The on-site inspection has been completed, and the expert report is expected to be submitted to the court by March 10, 2026. The court will schedule subsequent hearings upon receipt of the expert report. |
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| Subordinate company name |
Litigation commencement date |
Processing status up to the date of publication of the annual report |
|||
|---|---|---|---|---|---|
| Main party in the | Disputed | ||||
| Disputed facts | |||||
| suit | amount | ||||
| representative of Han Huang Co., Ltd. as a defendant after the suit is filed. The case is currently processed by Kaohsiung District Court. First- instance case number: 2021 Jian No. 27. |
(XIII) Other Significant Risks and Response Measures:
Implementation of risk management policy and risk measurement standards: The Company established the "Risk Management Policy and Procedures" on November 2, 2022 upon approval by the Board of Directors for the assessment of operational risks, financial risks, hazard risks, information security risks, compliance risks, and other risks. The Company’s risk management process comprises risk identification, risk assessment, risk response, risk control, and risk reporting. The Company regularly (at least annually) reports on the implementation of risk management to the Audit Committee and the Board of Directors. After reviewing the Company’s implementation, the Audit Committee and the Board of Directors assess the effectiveness of execution and provide guidance as necessary. The Company makes adjustments in accordance with the recommendations of the independent directors and directors.
The implementation of risk management for 2025 was reported to the Sustainable Development Committee and the Audit Committee on November 24, 2025, and subsequently presented to the Board of Directors on December 29, 2025.
VII. Other Critical Matters: None.
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F. Special Notes
I. Profiles of Affiliates
- (I) Consolidated Business Reports from the Affiliated Enterprises: Please refer to the Market Observation Post System and see “Individual Company” → “Download Electronic Documents” → “Affiliated Enterprise Reports Section”
(https://mopsov.twse.com.tw/mops/web/t57sb01_q10)
- (II) Consolidated Financial Statement of Affiliates: None.
(III) Affiliation Report:
Please refer to the Market Observation Post System and see “Individual Company” → “Download Electronic Documents” → “Affiliated Enterprise Reports Section”
(https://mopsov.twse.com.tw/mops/web/t57sb01_q10)
- II. Private placement of securities in the most recent year and as of the date of publication of the annual report: None
III. Other Necessary Supplemental Information: None.
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G. Incidents with Material Impact on Shareholder’s Equity or Securities Price Specified in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act for the recent year up to the publication date of this annual report: None.
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China Steel Structure Co., Ltd.
Chairman of the Board Chen, Jui-Teng