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CSSSC — Annual Report 2025
May 21, 2026
51952_rns_2026-05-21_f7f00859-98cd-4b22-a32f-d1a0cba60313.pdf
Annual Report
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Stock Code: 2025
This Annual Report is Available at:
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http://mops.twse.com.tw
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http://www.csssc.com.tw

CHIEN SHING STAINLESS STEEL CO., LTD.
2025
Annual Report
Published on May 8, 2026
I. Name, title, contact number and e-mail of the spokesperson:
Name: Fu-Chuan Wei
Title: Chairman
Contact Number: (06) 570-3271
E-Mail: [email protected]
II. Name, title, contact number and e-mail of the acting spokesperson:
Name: Li-Yun Chiu
Title: President, corporate governance officer
Contact Number: (06) 570-3271
E-Mail: [email protected]
III. Address and telephone number of the head office and plant:
Head office address: No. 222, Industry Road, Madou District, Tainan
Tel. No.: (06) 570-3271
Plant address: No. 222, Industry Road, Madou District, Tainan
Tel. No.: (06) 570-3271
IV. Name, address, website URL, and telephone number of share or corporate bonds certification institution:
Name: Stock Agency Department of Horizon Securities, President Securities Corporation
Address: B1, No. 8, Dongxing Rd., Songshan Dist., Taipei City
Website URL: www.pscnet.com.tw
Tel. No.: (02) 2747-8266
V. Firm name, address, website URL, telephone number, and the name of the CPA who attested the most recent year's financial report:
Name of CPAs: Liao, Hung-Ju, CPA & Li, Chi-Chen, CPA
Name of the firm: Deloitte & Touche
Address: 13F, No. 189, Sec. 1, Yongfu Rd., Midwest Dist., Tainan City
Website URL: www.deloitte.com.tw
Tel. No.: (06)213-9988
VI. The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: None.
VII. Company website: http://www.csssc.com.tw
Table of Contents
One. Report to Shareholders
I. Business Report 2025 --- 1
II. Summary of the 2026 Business Plan --- 2
III. Future development strategy of the company --- 4
IV. Impact from external competitive environment, regulatory environment and general business environment --- 5
Two. Corporate Governance Report
I. Background information of directors, supervisors, the President, vice presidents, assistant vice presidents, and heads of various departments and branches --- 8
II. Remuneration to Directors, Supervisors, Presidents and Vice Presidents --- 17
III. The State of Corporate Governance --- 20
IV. Information on attesting CPA professional fees --- 92
V. Where the company’s chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm --- 92
VI. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report --- 92
VII. Relationship information, if among the Company’s 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another --- 94
VIII. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company --- 96
Three. Capital Raising
I. Capital and shares --- 97
II. The Company’s handling of corporate bonds --- 99
III. The Company’s preferred stocks --- 99
IV. Global Depository Receipts --- 99
V. The status of issue and private placement of employee stock warrants --- 99
VI. The status of new restricted employee shares --- 99
VII. New shares issued upon merger or acquisition or acquisition of another company’s shares --- 100
VIII. Matters to be recorded regarding the capital allocation plan --- 100
Four. Operation Overview
I. Business activities 101
II. Market, production, and sales overview 104
III. The number of employees employed for the most recent two fiscal years, up to the date of publication of the annual report, their average years of service, average age, and education distribution ratio 108
IV. Contribution to environmental protection 108
V. Labor-management relations 108
VI. Cyber security management 111
VII. Major contracts 114
VIII. Stakeholder Communication and Response 115
Five. A review and analysis of the Company’s financial position and financial performance, and a listing of risks
I. Financial situation 118
II. Financial performance 119
III. Cash flow 120
IV. Major capital expenditures in the most recent year and their impact on financial operations 120
V. The company’s reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year 120
VI. Risk evaluation during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report 120
Six. Special Records
I. Information on affiliates 123
II. Private placement of securities in the most recent year up to the publication date of this annual report 123
III. other matters that require additional description 123
IV. If any of the situations listed in Article 36, paragraph 3 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders’ equity or the price of the company’s securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report 123
One. Report to Shareholders
I. Business Report 2025
(I) Implementation result of the business plan:
Although the global economy gradually stabilized in 2025, the overall manufacturing sector continued to be affected by international exchange rate policies, fluctuating energy prices, and geopolitical risks, resulting in limited market recovery. In the stainless steel market, nickel prices are expected to remain range-bound following gradual adjustments in supply and demand. However, overcapacity in China remains a concern and continues to put downward pressure on steel prices in Asia. In Taiwan, the TWD exchange rate and raw material costs of the upstream steel mills remain key factors influencing the steel coil prices, with market demand primarily consisting of short-term orders and rigid needs.
In view of the above situation, Chien Shing will continue to strengthen supply chain management and cost control, and will flexibly adjust procurement and inventory based on the market trends to maintain price competitiveness. Meanwhile, the Company will also strengthen its long-term partnerships with customers, develop differentiated products and services, and optimize production processes to enhance quality and efficiency. Through robust operational strategies and risk management, the Company aims to maintain stable operations, seeking growth opportunities in an uncertain market environment.
The Company's 2025 operating income totaled NT$818,724 thousand, a decrease of 22.64% from NT$1,058,326 thousand for 2024; the operating loss totaled NT$236,788 thousand, an increase of NT$31,838 thousand from NT$204,950 thousand for 2024. The net loss after tax for 2025 amounted to NT$31,496 thousand, compared to a net loss after tax of NT$245,954 thousand for 2024, representing a decrease of 87.19% in the net loss.
(II) Budget implementation status: Not applicable as the Company did not disclose financial forecast information to the public in 2025.
(III) Financial income and expenses, financial structure and profitability analysis
| Analysis Item | 2025 | 2024 | |
|---|---|---|---|
| Financial income and expenditure | Net operating income (NT$ thousand) | 818,724 | 1,058,326 |
| Operating profit (loss) (NT$ thousand) | (236,788) | (204,950) | |
| Net profit (loss) after tax (NT$ thousand) | (31,496) | (245,954) | |
| Financial structure | Debt to assets ratio (%) | 33.22 | 5.51 |
| Long-term capital to property, plant and equipment ratio (%) | 323.39 | 409.72 | |
| Profitability | Return on assets (%) | (1.31) | (14.65) |
| Return on equity (%) | (2.17) | (15.52) |
| Ratio of net income before tax to paid-in capital (%) | (1.09) | (14.14) | |
|---|---|---|---|
| Net profit margin (%) | (3.85) | (23.24) | |
| Earnings per share (NT$) | (0.18) | (1.42) |
(IV) Research and Development:
The Company continues to focus on improving product quality and process efficiency as its R&D priority. With assistance from the cold rolling mill's process units, we have strengthened the real-time feedback mechanisms and online monitoring capabilities to gradually promote the labor-saving automation in production and maintenance operations. The Company also continuously optimize controls key parameters that may affect stainless steel production quality in order to reduce defect rates and improve overall quality stability. In the future, the Company will continue the technology exchange with professional technology vendors and third-party organizations to introduce external expertise and new technologies, thereby strengthening process improvements and further enhancing product competitiveness.
II. Summary of the 2026 Business Plan
(I) Business Policy:
Although the world is full of uncertainty, it seems that the prices of stainless steel and carbon steel have gradually stabilized. The overall economic situation of the steel industry this year is expected to be more stable compared to last year.
With the changes in the economy around the world, the Company not only increases the flexibility of order transfer but also continues to cultivate existing mature channels, consolidate existing customers, and actively develop markets. It is aiming to strengthen the upstream links and the stability of material sources and prices in the hope of expanding the sales market share. Due to the prevailing trade protectionism in the world, many countries have proposed anti-dumping and defensive measures on imports in recent years. Meanwhile, the confrontation between the US and China has intensified and the supply chain has been restructured. Sandwiched between the two powers highlights the relatively difficult situation for Taiwanese companies in global trade. Therefore, in addition to relying on the revitalization plan of the government, we will continue to reduce the cost of production and sales through the resource integration of upstream and downstream in the steel industry in order to improve the competitiveness of the Company and our customers in the steel market.
Furthermore, the Company's operating direction will also be adjusted according to the changes in the market. To seek growth, favorable preparation and plans will be drawn up based on the market evaluation in a bid to respond to the actual situation in the future steel industry. The Company will also uphold the spirit of stable quality, stable existing suppliers, flexible sales, and comprehensive services, and actively respond to changes in the situation to grasp the pulse of the market in order to achieve operational goals.
(II) Important production and marketing policies:
1. Market deployment and distribution strategy
The Company will continue to flexibly leverage price variations across different regions, adopt the most advantageous market entry and switching strategies, and mitigate the impact of fluctuations in any single market on its operations. In addition to strengthening existing mature channels, we are also actively expanding into export markets and maintaining close collaboration with local distributors and traders to boost order intake and improve market synergy. Meanwhile, the Company maintains existing customer relationships, strengthens after-sales services, and gradually expands new distribution channels in line with the increased production volume.
2. Product and quality strategies
The Company adheres to the business philosophy of "customer first, quality first," and implements the quality policies of "reasonable prices" and "on-time delivery." We enhance customer trust by improving product quality and delivery reliability. To enhance the overall competitiveness of the stainless steel products, the Company continuously promotes the development of differentiation and high-value-added products. Meanwhile, it reduces process defects and defect rates through existing process improvements, a defect feedback mechanism, and a commitment to continuous improvement, seeking to make quality replace price as the main competitive edge, and enhancing the market reputation of Chien Shing.
3. Production/manufacturing management and supply chain collaboration
In response to evolving global trade conditions and fluctuating raw material prices, the Company will continue to enhance collaboration and communication with upstream raw material suppliers to ensure supply stability and procurement flexibility. Meanwhile, we will adjust production/manufacturing strategies as market conditions require, maximize production capacity utilization, and strengthen integrated production and sales management to improve overall operational efficiency.
(III) Expected sales volume and its basis
1. The Company's sales forecast for 2026 is as follows:
| Year Item | Expected sales volume in 2026 |
|---|---|
| Stainless steel coils | 23,100 ton |
2. Basis:
Under the influence of multiple factors – including a slowdown in global economic growth, rising operating costs due to energy and electricity prices, continued oversupply of stainless steel in China, and geopolitical uncertainties – the overall demand for stainless steel remained weak, and downstream customers generally adopted a conservative purchasing strategy. The Company's order volume has fluctuated over the past three years: rising
sharply from 9,965 tonnes in 2023 to 18,262 tonnes in 2024, but falling back to 14,350 tonnes in 2025, indicating that market demand has not yet fully stabilized.
Under these circumstances, the Company is prudently adjusting production capacity and sales strategies, and developing conservative forecasts based on existing customer purchasing trends, industry cycles, and historical sales data.
However, as international inflationary pressures ease, inventory levels normalize, and demand in some end markets shows signs of recovery, along with restocking efforts following supply chain adjustments, the Company also sees potential for a gradual market rebound. Although orders received in 2025 dropped year-on-year, it remained above trough levels, indicating that underlying demand has not worsened.
Considering both conservative and optimistic factors, the Company estimates stainless steel coil sales volume for 2026 to be 23,100 tons, based on the principles of prudence and stability. We will maintain stable growth momentum in a changing market environment by optimizing our product mix, strengthening collaboration with existing customers, and expanding into both domestic and overseas markets.
III. Future development strategy of the company
(I) Diversified market expansion and product value enhancement
1. Deepen export strategies and enhance the market flexibility.
We will continue to leverage our distribution partners and foreign trading companies to strengthen global market connections and expand into high-growth regional markets. By leveraging price discrepancies across different markets and building cross-regional transfer capabilities, we seek to mitigate operational risks associated with single-market volatility.
2. Strengthen the domestic sales foundation and optimize the customer structure
We will stabilize the cooperation with key customers, and actively develop new customers in midstream and downstream processing and end applications, to increase product penetration and build a more comprehensive domestic sales channel network.
3. Development of Differentiated and High Value-Added Products
We continuously promote the strategy of increasing product value by focusing on niche products such as thin plates and customized sizes, strengthening the sales proportion of high-value-added products to enhance product competitiveness and operational efficiency.
(II) Raw material procurement optimization
1. Strengthen supply chain resilience and inventory management
Based on market fluctuations, we establish reasonable safety stock levels, control delivery schedules, reduce capital tied up, and improve inventory turnover efficiency to lower the risk of price declines and operating costs.
2. Expand diverse material sources and establish a transparent price-asking mechanism.
We strengthen the cooperation with domestic and foreign raw material suppliers, and explore new sources to diversify procurement risks. By establishing a transparent price inquiry and
evaluation system, we monitor market prices in real time and enhance procurement decision-making.
(III) ESG Sustainability and Corporate Governance Enhancement
1. Implementation of Corporate Governance 3.0 and enhanced information transparency
We continuously advance Corporate Governance 3.0 initiatives according to the statutory timeline, strengthen internal controls and the quality of information disclosure, and further refine the preparation and disclosure processes for the sustainability report to improve corporate governance evaluation performance.
2. Responses to climate change and implementation of carbon reduction management
We continuously accommodate the government sustainability policies and net-zero emission pathways by conducting greenhouse gas inventories, verification, and reduction planning; we also enhance energy efficiency, reduce the environmental impact of operations, and progressively advance toward net-zero carbon emissions.
3. Enhancement of workplace safety and environmental protection performance
We continuously improve the work environment, strengthen occupational safety and health management, and reduce the risk of workplace accidents. We promote waste reduction and resource recycling, and strengthen pollution prevention and environmental management to enhance corporate sustainability.
IV. Impact from external competitive environment, regulatory environment and general business environment
(I) International raw material prices and market volatility
In 2025, the global stainless steel and steel market was still impacted by price volatility in key alloying materials like nickel and chromium. Market prices remained unstable, and investor confidence in the raw materials market was relatively subdued. The energy costs in Europe remained persistently high, and with the USA and parts of Asia facing inflationary pressures, steel production costs continued to rise, impacting overall profit margins. The rise in raw material prices offers some support for stainless steel alloy surcharges, but downstream demand remains weak, leaving short-term price recovery uncertain.
After the pandemic, the global economy has continued to recover, but the growth momentum remains uneven. Fluctuations and adjustments in the raw material supply chain continue to impact steel prices and market confidence.
(II) International trade and geopolitical challenges
In recent years, international trade protectionism has risen, with many countries implementing anti-dumping duties and tariffs on imported steel to safeguard their domestic industries. Due to shrinking domestic markets, some countries in Asia and other regions are exporting large volumes of low-priced steel, leading to international market friction. The US-China trade war and supply chain restructuring have increased export risks, challenging the export strategies of the steel industry in Taiwan.
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In response to this situation, the Company has been continuously optimizing its market strategy, reducing its reliance on a single market, and actively expanding into new markets to strengthen international competitiveness and ensure operational stability.
(III) Industry competition and strategic partnership
The domestic steel market is highly competitive. Steel mills face a challenging operating environment due to the influence of international economic cycles, changes in costs, and fluctuations in raw material prices. The market model, once dominated by competition, is now shifting toward partnership and resource sharing in response to the rapid changes in the global market. Upstream and downstream manufacturers can effectively enhance industrial chain resilience and overall production efficiency through strategic alliances, joint material sourcing, technical support, or differentiated product development.
The Company also closely monitors domestic and international markets, as well as the competitive landscape, and continues to strengthen collaboration with customers and suppliers to ensure a stable supply of raw materials, enhance product competitiveness, and expand market service capabilities.
(IV) Changes in the regulations and the energy environment
The steel industry is a high-energy-consuming and resource-intensive sector, and is therefore heavily influenced by the national energy policies, electricity price adjustments, environmental regulations, and greenhouse gas emission controls. Following the governmental promotion of the 2050 net-zero transition policy, requirements for carbon emission management and inventory verification are increasing year by year, and gradually aligning with international standards like the Carbon Border Adjustment Mechanism (CBAM), adding to the compliance pressures and operational cost burdens of the steel industry.
In addition to carbon emissions, the environmental regulations concerning waste disposal, pollution control, and water resource management are becoming increasingly strict. Companies need to invest more resources in upgrading facilities, improving energy efficiency, and optimizing production processes to meet the regulatory requirements and enhance their sustainability. Overall, changes in the regulations not only increase costs but also accelerate companies' progress toward sustainability and process innovation.
(V) Impacts on the Company's business operations and response strategies
In light of the rapid changes in the market environment, the Company continues to refine internal management and adjust business strategies.
Including:
- Maintenance of customer relationships and expanding the market:
We stabilize the existing downstream customer base and actively develop new markets to reduce reliance on single markets and enhance the stability of order source.
- Production automation and efficiency improvement:
We continuously improve processes and enhance production line automation to reduce labor costs, minimize inventory, shorten lead times, and improve capacity utilization.
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Enhancement of quality and cost management:
We reduce raw material loss, lower scrap rates, and enhance product value and quality consistency through quality control, process improvement, and energy management. -
Raw material risk diversification and supply chain management:
We establish diversified sources for raw materials and a transparent bidding process, monitor market conditions, and maintain reasonable inventory levels to mitigate the impact of price volatility on operations.
(VI) Sustainable development and low-carbon steel trends
Steel is an indispensable material for the construction, transportation, and manufacturing industries. Its production process is carbon-intensive and has become a major focus of global climate policy. In response to the global trend toward low-carbon transformation, the Company is actively promoting green production by gradually adopting energy-saving and carbon-reduction technologies, improving energy efficiency, and implementing measures for waste recycling and water resource circulation to minimize the environmental impact of its processes.
On the path to sustainable development, the Company views environmental protection and economic benefits as equally important goals. Through continuous improvement and management innovation, we aim to enhance corporate resilience and international competitiveness, fulfill our corporate social responsibility, and advance toward our long-term vision of sustainable operations.
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Two. Corporate Governance Report
I. Background information of directors, supervisors, the President, vice presidents, assistant vice presidents, and heads of various departments and branches
(I) Background information of directors and supervisors
- Directors:
April 11, 2024
| Title | Nationality or place of registration | Name | Gender Age | Date elected (appointed) | Service term | Date first elected | Shareholding at the time of appointment | Current shareholding | Shareholding of spouse and underage children | Shares held by proxy | Main career (academic) achievements Note 2 | Concurrent duties in the Company and in other companies | Spouse or relatives of second degree or closer acting as manager, director or supervisor | Note | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of shares | Shareholding Ratio | No. of shares | Shareholding Ratio | No. of shares | Shareholding Ratio | No. of shares | Shareholding Ratio | Title | Name | Relations | ||||||||||
| Chairman | The Republic of China | CHIA CHI SURY ENTERPRISE CO., LTD. | 2024.06.14 | 3 year | 2024.06.14 | 6,666,000 | 2.37% | 4,093,489 | 2.37% | 0 | 0 | 0 | 0 | Not applicable | Not applicable | Not applicable | Note 1 | |||
| The Republic of China | Representative: Fu-Chuan Wei | Male 71 - 80 years old | 2024.06.14 | 3 year | 2024.06.14 | 60,000 | 0.02% | 36,845 | 0.02% | 0 | 0 | 0 | 0 | Branch Manager, Taiwan Cooperative Bank Business Administration, National Chang Hong University | The Company's chairman | None | None | None | ||
| Director | The Republic of China | Wei-Zheng Yang | Male 41 - 50 years old | 2024.06.14 | 1 year | 2021.08.12 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Person in charge of Cheng Ying Stainless Steel Trading Ltd. Major in Accounting and E-Commerce, Auckland University | Person in charge of Cheng Ying Stainless Steel Trading Ltd. Person in charge of Zhengzhu Investment Co., Ltd. Director, Laize Parts Technology Co., Ltd. Shareholder, UNI G METAL CO., LTD. | None | None | None | Note 3 |
| Director | The Republic of China | Chun-Lang Huang | Male 51 - 60 years old | 2025.06.04 | 2 year | 2025.06.04 | 3,743,460 | 2.17% | 3,743,460 | 2.17% | 0 | 0 | 0 | 0 | Director and Person in Charge, RZ SHIN METAL CO., LTD. Department of Food Nutrition, Chang Hwa Medical Junior College | Director and Person in Charge, RZ SHIN METAL CO., LTD. | None | None | None | Note 4 |
| Director | The Republic of China | Bao Li Do Investment Co., Ltd. | 2025.06.04 | 2 year | 2025.06.04 | 2,549,296 | 1.48% | 4,296,296 | 2.49% | 0 | 0 | 0 | 0 | Not applicable | Not applicable | Not applicable | Note 4 | |||
| The Republic of China | Representative: Shu-Fen Chang | Female 51 - 60 years old | 2025.06.04 | 2 year | 2025.06.04 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Vice President, Management Department, Quentain Steel Co. Ltd. Master of Business Administration, National Central University | Quentain Steel Co., LTD Vice President, Management Department, | None | None | None | Note 4 | |
| The Republic of China | Representative: Ying-Chien Koo | Male 61 - 70 years old | 2025.06.04 | 2 year | 2025.06.04 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Vice President, Management Department, Quentain Steel Co. Ltd. MBA, National Cheng Kong University | Vice President, Sales Department of the Company | None | None | None | Note 4 | |
| Independent Director | The Republic of China | Meng-Han Yang | Male 41 - 50 years old | 2024.06.14 | 3 year | 2024.06.14 | 40,000 | 0.14% | 563 | 0% | 0 | 0 | 0 | 0 | Responsible person, Yuan Shan International Development Co., Ltd. Bachelor of Law, Fudan University | Person in Charge, Baojian Enterprise Co., Ltd. Person in Charge, Yuanshan International Development Co., Ltd. Director, Tangsmei Maumain Co., Ltd. Supervisor, Yu Qiang Energy Co., Ltd. Person in Charge, Jintian Technology Co., Ltd. Person in Charge, Ding Qiang New Energy Ltd. | None | None | None | |
| Independent Director | The Republic of China | Chien-Cheng Wei | Male 61 - 70 years old | 2024.06.14 | 1 year | 2024.06.14 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Branch Manager, Taiwan Cooperative Bank Department of Applied Economics, National Cheng Hong University | Not applicable | None | None | None | Note 5 |
| Independent Director | The Republic of China | Yi-Hung Chen | Male 41 - 50 years old | 2024.06.14 | 3 year | 2020.06.11 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Deng Yan Fu Real Estate Development Co., Ltd. Deputy Manager of Sales Department Department of Civil Engineering, Chung Hua University | Store Manager, Hub & Dyne Co., Ltd. | None | None | None | |
| Independent Director | The Republic of China | Wen-Hsiang Dai | Male 51 - 60 years old | 2025.06.04 | 2 year | 2025.06.04 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | President, Taiwan Capital University Visiting Professor, Taiwan Shoufu University Supervisor, Academia-Industry Consortium for Southern Taiwan Science Park PhD, Department of Materials Science and Engineering, National Cheng Kong University | LUXE GREEN ENERGY TECHNOLOGY CO., LTD. Chief Consultant and CEO of the Chairman's Office | None | None | None | Note 4 |
Note 1: The reason that the directors have the same shareholding percentage at the time of election and now, but with a different share count, is that the Company decreased its capital to cover losses on December 26, 2024, and subsequently reissued new shares on February 11, 2025, resulting in a different share count before and after the capital reduction despite the consistent percentage of ownership.
Note 2: None of the Company's directors or independent directors have been employed by a certified public accounting firm or its affiliates within the past year.
Note 3: Director Wei-Zheng Yang and Independent Director Chien-Cheng Wei resigned on June 3, 2025.
Note 4: Four directors (including one independent director) were elected in a by-election on June 4, 2025, and took office on the same day.
- Major shareholders of corporate shareholders:
April 11, 2026
| Name of corporate shareholder | Major shareholders of corporate shareholders |
|---|---|
| Bao Li Do Investment Co., Ltd. (Note 1) | Yu-Huei Shi (21.51%); Chia Yuan Investment Development Co., Ltd. (15.34%); Chong-Hsien Chen (15.13%); Pin-Chun Chen (11.60%); Mi-Chuan Chen (11.35%); Hsieh-Tung Chen (6.40%); Nian-Zhen Hsueh (5.56%); Quintain Steel Co., Ltd. (4.47%); Chia Shi SDRY Enterprise Co., Ltd (2.48%); Chun-Hsiang Deng (2.04%) |
| Chia Shi SDRY Enterprise Co., Ltd. (Note 2) | Nian-Zhen Hsueh (16.48%); Hsieh-Tung Chen (14.86%); Chung-Hao Hu (1.9%); Pin-Chun Chen (15.67%); Wen-An Chang (3.19%); Mi-Chuan Chen (15.95%); Chong-Hsien Chen (18.05%); Hsiu-Lan Su (8.19%), Bi-Shan Hu (1.43%), Polidu Investment Co., Ltd. (4.28%) |
Note 1: Baolidu Investment Co., Ltd. took office on June 4, 2025.
Note 2: Chia Shi SDRY Enterprise Co., Ltd. took office on June 14, 2024.
- Key shareholders of major corporate shareholders
April 11, 2026
| Name of corporate | Major shareholders of corporate shareholders |
|---|---|
| Chia Yuan Investment Development Co., Ltd. | Quintain Steel Co., Ltd. (95.97%); Chin-Lang Chen (1.55%); Chin-Yi Chen (0.82%); Chin-Chang Su (0.74%); Chun-Chuan Wang (0.47%); Yu-Ling Weng (0.45%) |
| Quintain Steel Co., LTD | Polidu Investment Co., Ltd. (14.17%); CONCORD INTERNATIONAL SECURITIES CO., LTD (9.30%), Asahi Enterprise Corp.(5.62%), Chong-Hsien Chen (4.11%), Chateau International Development Co., Ltd. (3.87%), Chia Shi SDRY Enterprise Co., Ltd. (3.43%), Mi-Chuan Chen (2.44%), Hsieh-Tung Chen (2.09%), Pin-Chun Chen (1.63%), Nian-Zhen Hsueh (1.52%) |
- Disclosure of directors’ and independent directors’ professional qualifications and independence:
| Criteria
Name (Note 1) | Professional qualification and experience | Independence | Number of concurrent roles as independent director in other public companies |
| --- | --- | --- | --- |
| Director- Fu-Chuan Wei | 1. Education: Master of Business Administration, National Chung Hsing University
2. Professional qualifications and experience: Former Branch Manager of the Farmers Bank of China, Branch Manager of Taiwan Cooperative Bank, Independent Director of Quintain Steel Co., LTD, Independent Director of CONCORD INTERNATIONAL SECURITIES CO., LTD, Special Assistant and Auditor of Chien Shing Stainless Steel Co., Ltd, and Director of LUXE GREEN ENERGY TECHNOLOGY CO., LTD, with abundant experience in corporate governance, the characteristics of the steel industry, and financial analysis.
3. Current Position: Chia Shi SDRY Enterprise Co., Ltd. appointed its representative to serve as Director. | Not applicable | 0 |
| Director- Wei-Zheng Yang | 1. Education: Major in Accounting and E-Commerce, Auckland University
2. Professional qualifications and experience: Former Product Sales Representative for PRODAC N.V. in Asia and Product Manager at Nik Kang Metals Enterprise, with marketing experience in the steel industry and a background in accounting management.
3. Current position: Person in charge of Cheng Ying Stainless Steel Trading Ltd. | Not applicable | 0 |
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| Director-Chun-Lang Huang | 1. Education: Department of Food Nutrition, Chung Hwa Medical Junior College.
2. Professional qualifications and experience: Served as a director and person in charge of RZ SHIN METAL CO., LTD. for many years, with experience in business administration and marketing.
3. Current position: Director and person in charge of RZ SHIN METAL CO., LTD. | Not applicable | 0 |
| --- | --- | --- | --- |
| Director-Shu-Fen Chang | 1. Education: MBA from National Central University.
2. Professional qualifications and experience: Served as Vice President of the Administration Department at Quintain Steel, with many years of experience in the steel industry and corporate management.
3. Current position: Vice President of the Management Department at Quintain Steel. | Not applicable | 0 |
| Director-Ying-Chien Kuo | 1. Education: MBA from National Cheng Kung University.
2. Professional qualifications and experience: Former Vice President of the Administration Department at Quintain Steel, with extensive experience in the steel industry, international market, trading business, and marketing planning.
3. Current position: Vice President of the Sales Division of the Company. | Not applicable | 0 |
| Independent Director-Meng-Han Yang | 1. Education: Bachelor of Law, Fudan University
2. Professional qualifications and experience: Currently the person in charge of Yuanshan International Development Co., Ltd., a director of Orange Mountain Co., Ltd., a supervisor of Yu Qiang Energy Co., Ltd., a legal specialist for the Benyuan City Voluntary Renewal Preparation Committee in Tainan City, and a legal specialist for Guanhui Engineering Co., Ltd. He is knowledgeable in legal matters. | 1. The qualifications of the candidates for independent directors, for the two years prior to their election and during their terms of office, satisfy the requirements specified in Article 3 of the Regulations Governing Appointment of | 0 |
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| 3. Current position: Responsible person, Yuan Shan International Development Co., Ltd. | Independent Directors and Compliance | ||
|---|---|---|---|
| Independent Director-Chien-Cheng Wei | 1. Education: Master of Applied Economics, National Chung Hsing University | ||
| 2. Professional qualification and experience: Master’s degree, Department of Applied Economics, National Chung Hsing University. Former Deputy Manager, South Taichung Branch of Taiwan Cooperative Bank and Manager, Yunlin Branch of Taiwan Cooperative Bank; possessing the background of bank management. | |||
| 3. Current position: He has been a retiree since two years before being elected. | Matters for Public Companies. | ||
| Furthermore, Article 14-2 of the Securities and Exchange Act and Article 14-3 of the Securities and Exchange Act are complied with. | |||
| 2. Pursuant to the Company’s Articles of Incorporation, directors are elected through the candidate nomination system. During nomination and selection, the written statements, academic credentials, and family relationship charts of each candidate, as well as of their spouse and relatives within the second degree of kinship, are collected to verify their independence in accordance with the requirements of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. | 0 | ||
| Independent Director-Yi-Hung Chen | 1. Education: Bachelor of Civil Engineering of Chung Hua University | ||
| 2. Professional qualifications and experience: He was formerly a deputy assistant general manager at a real estate development company and an assistant plant chief at a steel company, with industry knowledge in both steel and real estate. | |||
| 3. Current position: Store manager at Hub & Dyne Co., Ltd. | 0 | ||
| Independent Director-Wen-Hsiung Dai | 1. Education: PhD, Department of Materials Science and Engineering, National Cheng Kung University. | ||
| 2. Professional qualifications and experience: He previously served as President of Taiwan Shoufu University, a distinguished visiting professor, a supervisor for the Academia-Industry Consortium for Southern Taiwan Science Park, and a chief consultant at the Tainan plant of Luxe Green Energy Technology Co., Ltd. He possesses work experience relevant to commerce and corporate operations. | |||
| 3. Current position: Chief Advisor to the Tainan Factory and Executive Director of the | 0 |
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| Chairman’s Office of Luxe Green Energy Technology Co., Ltd. | |||
|---|---|---|---|
Note 1: None of the Company directors fall under any of the circumstances stated in Article 30 of the Company Act.
Note 2: Director Wei-Zheng Yang and Independent Director Chien-Cheng Wei resigned on June 3, 2025.
Note 3: Directors Chun-Lang Huang, Shu-Fen Chang, and Ying-Chien Kuo, and Independent Director Wen-Hsiung Dai assumed office on June 4, 2025.
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5. Board diversity
a. Policy: According to Article 20 of the Company’s “Corporate Governance Best Practice Principles,” the composition of the Board of Directors should consider diversity, and an appropriate diversification policy shall be formulated with respect to the Company’s operations, business model, and development needs, which include but are not limited to the following two major criteria:
I. Basic qualifications and considerations: gender, age, nationality, and culture.
II. Professional knowledge and expertise: professional background (such as law, accounting, industry, finance, marketing, or technology), professional expertise, and industry experience.
b. Targets and status of implementation
| Goals | Status of Implementation |
|---|---|
| Gender equality in board composition. (From 2024 onward, listed companies on the Taiwan Stock Exchange or the Taipei Exchange must have at least one female director; if the proportion of female directors fails to reach one-third in 2025, listed companies must disclose the reasons and measures taken in their annual reports.) | In 2024, the board of directors had seven members, including two female directors. Following reassignments and resignations, the proportion of female directors fell to 0% and male directors rose to 100%. A by-election was held on June 4, 2025, resulting in one female director, representing 14% of the board, with male directors accounting for 86%. The goal of having at least one-third of the board members be female has not yet been achieved. This is because the industry to which the Company belongs has traditionally been male-dominated, leading to a smaller pool of female senior management talent. To improve this situation, we will strengthen the development of female senior executives, broaden the candidate pool, and raise awareness of gender diversity among the board members to promote gender balance and enhance decision-making quality. |
| At least one-third of independent directors must have expertise in law, finance, or technology. | Independent director Meng-Han Yang has legal expertise, while independent director Yi-Hong Chen has industry expertise from his experience as a deputy plant chief at a steel mill. The completion rate is 66.67%. |
| The term of office of all independent directors shall not exceed three terms. | Independent directors Meng-Han Yang, Chien-Cheng Wei, and Wen-Hsiung Dai are serving their first terms, while Yi-Hung Chen is serving his third term, with a 100% completion rate. |
The Company's board member diversity for 2025 is as follows:
| Diversification items Name | Basic requirements and values | Professional knowledge and skills | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gender | Age | Nationality | Culture | Operational judgment ability | Accounting and financial analysis ability | Business management ability | Crisis management ability | Industry knowledge | International market perspective | Leadership ability | Decision-making ability | Sustainability management ability | Risk management ability | |
| Fu-Chuan Wei | Male | 71-80 | The Republic of China | V | V | V | V | V | V | V | V | V | V | |
| Wei-Zheng Yang | Male | 41-50 | The Republic of China | V | V | V | V | V | V | V | V | V | V | |
| Meng-Han Yang | Male | 41-50 | The Republic of China | V | V | V | V | V | V | V | V | V | V | V |
| Chien-Cheng Wei | Male | 61-70 | The Republic of China | V | V | V | V | V | V | V | ||||
| Yi-Hung Chen | Male | 41-50 | The Republic of China | V | V | V | V | V | V | V | V | V | ||
| Chun-Lang Huang | Male | 51~60 | The Republic of China | V | V | V | V | V | V | V | V | V | V | |
| Shu-Fen Chang | Female | 51~60 | The Republic of China | V | V | V | V | V | V | V | V | V | ||
| Ying-Chien Kuo | Male | 61-70 | The Republic of China | V | V | V | V | V | V | V | V | V | ||
| Wen-Hsiung Dai | Male | 51~60 | The Republic of China | V | V | V | V | V | V | V | V | V | V |
- Board independence: Please refer to pages 10-13 for information on the qualifications and independence of directors and independent directors.
(II) Background information of the President, vice presidents, assistant vice presidents, and heads of various departments and branches
April 11, 2026
| Title | Nationality | Name | Gender | Date elected (appointed) | Current shareholding | Shareholding by spouse or dependents | Shares held by proxy | Main career (academic) backgrounds | Concurrent positions in other companies | Spouse or relatives of second degree or closer acting as managers | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of shares | Shareholding Ratio | No. of shares | Shareholding Ratio | No. of shares | Shareholding Ratio | Title | Name | Relationship | ||||||||
| General manager and concurrent corporate governance officer | The Republic of China | Li-Yun Chiu | Female | 2025.6.133 | 0 | 0 | 0 | 0 | 0 | 0 | Vice President of Chien Shing Stainless Steel Co., Ltd Head of Finance Department of Chien Shing Stainless Steel Co., Ltd Chairman, Fuying Agriculture and Husbandry Co., Ltd. Bachelor, Department of Accounting, Tanghai University | Chairman, Fuying Agriculture and Husbandry Co., Ltd. | None | None | None | Note 6 |
| Vice President, Sales Department | The Republic of China | Ying-Chien Kuo | Male | 2025.02.11 | 0 | 0 | 0 | 0 | 0 | 0 | Vice President, Quintain Steel Co., LTD MBA, National Cheng Kung University | None | None | None | None | Note 1 |
| Vice President, Management Department | The Republic of China | Ching-Wen Huang | Female | 2024.06.26 | 0 | 0 | 0 | 0 | 0 | 0 | Finance/Accounting Director, Wen Hong Wholesale Co., Ltd. Master, Business and Management College, Southern Taiwan University of Science and Technology | None | None | None | None | Note 2 |
| Administration Division Deputy Director | The Republic of China | Yu-Cheng Chang | Male | 2025.06.13 | 0 | 0 | 0 | 0 | 0 | 0 | Chien Shing Stainless Steel Co., Ltd Head of General Affairs Section, Head of Sales Section, and Head of Production Management Section Employee of Uni-President Enterprises Corporation Department of Industrial Management, Junior College, National Chin-Yi University of Technology | None | None | None | None | Note 3 |
| Plant Chief, Cold Rolling Mill | The Republic of China | Ming-Yu Chang | Male | 2025.02.11 | 0 | 0 | 0 | 0 | 0 | 0 | Vice President, Castle Applied Inc. Department of Mechanical Engineering, Kun Shan Institute of Technology | None | None | None | None | Note 4 |
| Chief Engineer of Cold Rolling Plant | The Republic of China | Ming-Da Li | Male | 2021.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | Senior Executive, Chien Shing Stainless Steel Co., Ltd Bachelor, Department of Electrical Engineering, Southern Taiwan University of Science and Technology | None | None | None | None | |
| Cold Rolling Mill Deputy Plant Manager | The Republic of China | Tsai-Jung Chiu | Male | 2025.05.01 | 0 | 0 | 0 | 0 | 0 | 0 | Section Head, QC Section, CHIEN SHING STAINLESS STEEL CO., LTD Factory Chief, Ching Fong Steel Co., Ltd. Department of Industrial Safety and Health Management, Chia Nan Junior College of Pharmacy | None | None | None | None | Note 5 |
Note 1: Vice President of Sales Department, Ying-Chien Kuo, assumed the office on February 11, 2025.
Note 2: Vice President of Administration Division, Ching-Wen Huang, resigned on June 9, 2025.
Note 3: Deputy Director of Administration Division, Yu-Cheng Chang, assumed the office on June 13, 2025.
Note 4: Plant Chief of the cold-rolling mill, Ming-Yu Chang, resigned on April 30, 2025.
Note 5: Tsai-Jung Chiu, Vice Plant Chief of the cold-rolling mill, assumed the office on May 1, 2025.
Note 6: The President, who concurrently serves as the Corporate Governance Officer, Chiu, Li-Yun, assumed the position of acting President on December 23, 2024, and took the office of the President on June 13, 2025.
II. Remuneration to Directors, Supervisors, Presidents and Vice Presidents
(I) Remuneration to directors and independent directors
Unit: NT$ thousand; %
| Title | Name | Remuneration to directors | Sum of A, B, C, and D as a % of the net income after tax | Remuneration received for serving as an employ concurrently | The sum of A, B, C, D, E, F, and G as a percentage of net income after tax (%) | Remuneration from investees other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|
| Remuneration (A) | Severance and pension (B) | Remuneration to directors (C) | Fees for services rendered (D) | Remuneration, bonus, and allowance (E) | Severance and pension (F) | Employee remuneration (G) |
| The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company |
| Director | Fu-Chuan Wei | 10 | 10 | 0 | 0 | 0 |
| Director | Wei-Zheng Yang | 0 | 0 | 0 | 0 | 0 |
| Director | Chun-Lang Huang | 6 | 6 | 0 | 0 | 0 |
| Director | Ying-Chien Kuo | 6 | 6 | 0 | 0 | 0 |
| Director | Shu-Fen Chang | 6 | 6 | 0 | 0 | 0 |
| Independent Director | Chien-Cheng Wei | 0 | 0 | 0 | 0 | 0 |
| Independent Director | Wen-Hsiung Dai | 5 | 5 | 0 | 0 | 0 |
| Independent Director | Yi-Hung Chen | 10 | 10 | 0 | 0 | 0 |
| Independent Director | Meng-Han Yang | 10 | 10 | 0 | 0 | 0 |
| Total | 53 | 53 | 0 | 0 | 0 | 0 |
- Please specify the policy, system, criteria and structure for the payment of remuneration to independent Directors, and the relevance of the amount of remuneration to the responsibilities, risks and time commitment of the independent directors: The independent Directors of the Company do not receive performance bonuses or remuneration for directors and supervisors, except for a fixed monthly transport allowance.
- Remuneration received by directors for providing service to any company included in the financial statements (e.g. consultancy service without the title of an employee) in the last year, except those disclosed in the above table: None.
Directors Note 1: Director Wei-Zheng Yang and Independent Director Chien-Cheng Wei resigned on June 3, 2025.
2: Directors Chun-Lang Huang, Ying-Chien Kuo, Shu-Fen Chang, and Independent Director Wen-Hsiung Dai were
elected as new directors in a by-election on June 4, 2025.
- Pension (F) is the amount of pension contribution in accordance with the "Labor Pension Act" and the "Labor Standards Act" for 2025.
(II) Remuneration to presidents and vice presidents
Unit: NT$ thousand
| Title | Name | Salary (A) | Severance and pension (B) | Bonuses, special allowances, etc. (C) | Remuneration to employees (D) | The sum of A, B, C and D as a percentage of net income after tax (%) | Remuneration from investees other than subsidiaries or from the parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | |||||
| Cash Amount | Stock Amount | Cash Amount | Stock Amount | |||||||||||
| President | Li-Yun Chiu | 1225 | 1225 | 64 | 64 | 56 | 56 | 0 | 0 | 0 | 0 | 1345 (4.27) | 1345 (4.27) | None |
| Vice President | Ching-We n Huang | 478 | 478 | 26 | 26 | 350 | 350 | 0 | 0 | 0 | 0 | 854 (2.71) | 854 (2.71) | None |
| Vice President, Sales Department | Ying-Chie n Kuo | 1070 | 1070 | 65 | 65 | 50 | 50 | 0 | 0 | 0 | 0 | 1185 (3.76) | 1185 (3.76) | None |
| Total | 2773 | 2773 | 155 | 155 | 456 | 456 | 0 | 0 | 0 | 0 | 3384 (10.74) | 3384 (10.74) | None |
Note: 1. Chiu Li-Yun assumed office as the new President on June 13, 2025.
2: Vice President Ching-Wen Huang, resigned on June 9, 2025.
3: Vice President of Sales Department, Ying-Chien Kuo, assumed the office on February 11, 2025.
(III) Top 5 executives with the highest remuneration
Unit: NT$ thousand
| Title | Name | Salary (A) | Severance and pension (B) | Bonuses, special allowances, etc. (C) | Remuneration to employees (D) | The sum of A, B, C and D as a percentage of net income after tax (%) | Remuneration from investees other than subsidiaries or from the parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | The Company | All companies included in the financial reports | |||||
| Cash Amount | Stock Amount | Cash Amount | Stock Amount | |||||||||||
| President | Li-Yun Chiu | 1225 | 1225 | 64 | 64 | 56 | 56 | 0 | 0 | 0 | 0 | 1345 (4.27) | 1345 (4.27) | None |
| Chairman | Fu-Chuan Wei | 1200 | 1200 | 0 | 0 | 50 | 50 | 0 | 0 | 0 | 0 | 1250 (3.97) | 1250 (3.97) | None |
| Vice President, Sales Department | Ying-Chien Kuo | 1070 | 1070 | 65 | 65 | 50 | 50 | 0 | 0 | 0 | 0 | 1185 (3.76) | 1185 (3.76) | None |
| Chief Engineer of Cold Rolling Plant | Ming-Da Li | 1071 | 1071 | 63 | 63 | 43 | 43 | 0 | 0 | 0 | 0 | 1177 (3.73) | 1177 (3.73) | None |
| Administration Division Deputy Director | Yu-Cheng Chang | 891 | 891 | 55 | 55 | 37 | 37 | 0 | 0 | 0 | 0 | 983 (3.12) | 983 (3.12) | None |
| Total | 5457 | 5457 | 247 | 247 | 236 | 236 | 0 | 0 | 0 | 0 | 5940 (18.85) | 5940 (18.85) | None |
Note: 1. Chiu Li-Yun assumed office as the new President on June 13, 2025.
2: Vice President of Sales Department, Ying-Chien Kuo, assumed the office on February 11, 2025.
3: Deputy Director of Administration Division, Yu-Cheng Chang, assumed the office on June 13, 2025.
(IV) Separately compare and describe total remuneration, as a percentage of net income stated in the individual financial reports, during the past 2 fiscal years to directors, presidents, and vice presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
- Analysis of total remuneration paid to Directors, the President, and Vice Presidents of the Company as a percentage of net income after tax as stated in the individual financial reports for the most recent two fiscal years
| 2025 | 2024 | |
|---|---|---|
| Net income (loss) after income tax (NT$thousand) | (31,496) | (245,954) |
| Percentage of remuneration to directors | (10.24%) | (1.38%) |
| Percentage of remuneration to presidents and | (10.74%) | (0.76%) |
vice presidents
- Analysis and description of remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
The Company's policy for remuneration to directors and managerial officers is based on the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange", and is determined by the Company's Remuneration Committee with reference to the standard payment of peer industries with consideration of personal performances, the Company's operational performance and future risks.
III. The State of Corporate Governance:
(I) The state of operations of the Board of Directors' meeting
During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a total of 10 Board of Directors' meetings were held (A); below is the attendance of directors/supervisors:
| Title | Name | Actual Attendance (B) | Proxy Attendance | Percentage of actual attendance (%) (B/A) | Note |
|---|---|---|---|---|---|
| Institutional Representative of Chairman | Fu-Chuan Wei | 10 | 0 | 100 | |
| Director | Chun-Lang Huang | 6 | 1 | 85.71 | Newly elected on June 4, 2025 |
| Director | Ying-Chien Kuo | 7 | 0 | 100 | Newly elected on June 4, 2025 |
| Director | Shu-Fen Chang | 6 | 1 | 85.71 | Newly elected on June 4, 2025 |
| Director | Wei-Zheng Yang | 3 | 0 | 100 | Resigned on June 3, 2025 |
| Independent Director | Yi-Hung Chen | 10 | 0 | 100 | |
| Independent Director | Wen-Hsiung Dai | 7 | 0 | 100 | Newly elected on June 4, 2025 |
| Independent Director | Chien-Cheng Wei | 3 | 0 | 100 | Resigned on June 3, 2025 |
| Independent Director | Meng-Han Yang | 10 | 0 | 100 |
Other information required:
- For Board of Directors meetings that meet any of the following descriptions, state the date, session, the discussed agenda, independent directors' opinions and how the company has responded to such opinions:
(1) Matters listed in Article 14-3 of the Securities and Exchange Act:
| Date of Board Meeting | Session | Motion Content | Opinions of independent directors | The Company's response to such opinions |
|---|---|---|---|---|
| 2025.03.14 | 1st board meeting in 2025 | 1. Proposal to amend certain provisions in the Company's “Articles of Incorporation”. | ||
| 2. Release of the Company's Directors from non-compete clauses. | ||||
| 3. Proposal to sell the Company's investment properties. | ||||
| 4. Motion for the Company's 2024 internal control system statement. | ||||
| 5. Motion for the appointment and independence evaluation of the Company's attesting CPAs. | ||||
| 6. Proposal to appoint a Vice President of Sales Division and the Chief of cold rolling plant of the Company. | Without an opinion | The motion is passed | ||
| 2025.04.10 | 2nd board meeting in 2025 | 1. Release of the Company's Directors from non-compete clauses. | Without an opinion | The motion is passed |
| 2025.05.09 | 3rd board meeting in 2025 | 1. Proposal for the Company to lease the property located at 2F-1, No. 271, Section 4, Ximen Road, Tainan City to a related party. | Without an opinion | The motion is passed |
| 2025.06.13 | 4th board meeting in 2025 | 1. Proposal to appoint one member of the Remuneration Committee. | ||
| 2. Proposal to appoint the Company's President. | ||||
| 3. Proposal for the Board of Directors to appoint an honorary Chairman and | Without an opinion | The motion is passed |
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| | | business consultants.
4. The Company has applied to the Tainan Branch of First Commercial Bank for a short-term business financing facility. | | |
| --- | --- | --- | --- | --- |
| 2025.06.27 | 5th board meeting in 2025 | 1. Proposal to dispose of an investment property. | Without an opinion | The motion is passed |
| 2025.08.11 | 6th board meeting in 2025 | 1. Proposal to amend the Company’s "Internal Control System" and "Rules of Internal Audit Implementation."
2. Proposal to dispose of an investment property. | Without an opinion | The motion is passed |
| 2025.09.02 | 7th board meeting in 2025 | 1. Proposal for the Company to apply for a short-term business financing facility from the Tainan Branch of Union Commercial Bank. | Without an opinion | The motion is passed |
| 2025.09.12 | 8th board meeting in 2025 | 1. Motion for reallocation for investment in TWSE/TPEx listed stocks. | Without an opinion | The motion is passed |
| 2025.11.11 | 9th board meeting in 2025 | 1. Proposal to amend the Company’s "Internal Control System."
2. Proposal of intentional transactions with related parties. | 1. Chairman Wei, Fu-Chuan recused himself from this case to avoid a conflict of interest.
2. No comment | The motion is passed |
| 2025.12.26 | 10th board meeting in 2025 | 1. Proposal to amend some chapters and clauses of the Company’s "Internal Control System."
2. Proposal to engage the attesting accounting firm of the Company to provide the non-assurance services.
3. Proposal to amend the Company’s "Regulations | Without an opinion | The motion is passed |
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| Governing the Pre-Approval for the Non-Assurance Services" provided by the attesting accounting firm. | ||||
|---|---|---|---|---|
| 2026.03.10 | 1st board meeting in 2026 | 1. Proposed amendments to certain provisions of the Company's "Operational Procedures for Acquisition or Disposal of Assets". | ||
| 2. Motion for the Company's 2025 internal control system declaration. | ||||
| 3. Proposal for the appointment and evaluation of the Company's CPAs. | Without an opinion | The motion is passed |
(2) Except for the preceding matters, any matter resolved by the Board of Directors with an independent director expressing an objection or reservation that has been included in records or stated in writing: None.
- For the implementation and state of directors' recusal for conflicts of interests, the directors' name, topic discussed, reasons for the required recusal, and participation in the voting process.
| Board of Directors | Name of director | Motion Content | Reason for recusal due to conflict of interest and participation in the voting process |
|---|---|---|---|
| 9th board meeting in 2025 | Fu-Chuan Wei | Proposal of intentional transactions with related parties. | In accordance with the principle on the avoidance of conflicts of interest, Fu-Chuan Wei, a Chairman of the Company, recused himself from the discussion and voting. |
- The company should disclose information including the evaluation cycle and period, evaluation scope, method and evaluation content of the board's self (or peer) evaluation:
The Board of Directors Performance Evaluation Policy (hereinafter referred to as the "Policy") was approved at the 4th board meeting held on November 6, 2019; the most recent amendment was approved by resolution of the Board of Directors at the board meeting held on August 11, 2020. The performance self-evaluation of the entire board, individual directors and all functional committees is conducted through questionnaires each year in December. The results of the evaluation are collected by the Company's Treasury Division and submitted to the next board meeting for report. These results are used as a basis for review and improvement which will also be disclosed on the Company's website.
Implementation of board evaluation
| Evaluation cycle | Evaluation period | Evaluation scope | Evaluation method | Evaluation content |
|---|---|---|---|---|
| Once a year | 2025.01.01~2025.12.31 | Board of Directors | 1. Internal self-evaluation of the Board of Directors | |
| 2. Self-evaluation of the directors | The five aspects and 45 indicators cover: Participation in the operation of the company; Improvement of the quality of the board of directors’ decision making; Composition and structure of the board of directors; Election and continuing education of the directors; and Internal control. | |||
| Once a year | 2025.01.01~2025.12.31 | Performance evaluation of the board members | 1. Internal self-evaluation of the Board of Directors | |
| 2. Self-evaluation of the directors | The six aspects and 23 indicators cover: Alignment of the goals and missions of the company; Awareness of the duties of a director; Participation in the operation of the company; Management of internal relationship and communication; The director’s professionalism and continuing education; and Internal control. | |||
| Once a year | 2025.01.01~2025.12.31 | Performance evaluation of the Audit Committee | Self-evaluation of the directors | The 22 indicators in the five aspects include: Participation in the operation of the company; Awareness of the duties of the functional committee; Improvement of quality of decisions made by the functional committee; Makeup of the functional committee and election of its members; and Internal control. |
| Once a year | 2025.01.01~2025.12.31 | Performance evaluation of the Remuneration Committee | Self-evaluation of the directors | The 21 indicators in the five aspects include: Participation in the operation of the company; Awareness of the duties of the functional committee; Improvement of quality of decisions made by the functional committee; Makeup of the functional committee and election of its members; and Internal control. |
The Company completed its performance evaluation of the Board of Directors, board members, the Remuneration Committee, and the Audit Committee for 2025 (covering the period from January 1 to December 31, 2025) on December 26, 2025, and reported the result to the Board of Directors on March 10, 2026, along with the proposed reinforcement directions, as a basis for review and improvement. These were disclosed on the Company’s website. The evaluation results ranged from 4.56 to 4.90, and are deemed good.
In addition, the future improvement plans for the recurrent low-scoring indicators, namely “D. Composition and Member Election of the Functional Committee” scored 4.56 points and “E. Internal Control” scored 4.56 points in the Audit Committee’s performance evaluation:
(1) Composition and member election of the functional committee: The Company’s functional committee consists of three independent directors with practical management experience. These members assist the Board of Directors in fulfilling its supervision duties regarding the Company’s ethics, quality of finance and accounting management, and process management. In the future, when electing directors, the Board will be composed of individuals with diverse genders, professional knowledge, and backgrounds, considering their diversified professional capabilities. Furthermore, the sustainable development policies, systems, and management guidelines have been formulated to incorporate the concept of sustainability into the business strategy and the direction of corporate development.
(2) Internal control: The design and effective implementation of the internal control system reasonably ensures the achievement of internal control objectives. The functional committee members have thoroughly understood and tracked the Company’s operational conditions, financial reports, and internal audit reports, while the Company’s management continuously oversees the Company’s operational conditions to effectively ensure prevention under risk management.
-
Measures the objectives to strengthen the functionality of the Board (e.g. establish an audit committee, enhance information transparency) and execution status in the current year and the recent years: The Company has established the Audit Committee to strengthen corporate governance and management.
-
25 -
(II) The state of the composition, duties, and operations of the Audit Committee:
I. Information on the Audit Committee Members
December 31, 2025
| Position | Name | Criteria | Professional qualification and experience | Independence | No. of concurrent roles as remuneration committee member in other public companies |
|---|---|---|---|---|---|
| Independent Director (Convener) | Meng-Han Yang | 1. Education: Bachelor of Law, Fudan University | |||
| 2. Professional qualifications and experience: Formerly served as the responsible person of Yuanshan International Development Co., Ltd., a director of Orange Mountain Co., Ltd., a supervisor of Yu Qiang Energy Co., Ltd., a legal specialist for the Benyuan City Voluntary Renewal Preparation Committee in Tainan City, and a legal specialist for Guanhui Engineering Co., Ltd. He is knowledgeable in legal matters. | |||||
| 3. Current position: Responsible person, Yuan Shan International Development Co., Ltd. | 1. The qualifications of the candidates for independent directors, for the two years prior to their election and during their terms of office, satisfy the requirements specified in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Furthermore, Article 14-2 of | 0 | |||
| Independent Director | Yi-Hung Chen | 1. Education: Bachelor of Civil Engineering of Chung Hua University | |||
| 2. Professional qualifications and experience: He was formerly a deputy assistant general manager at a real estate development company and an assistant plant chief at a steel company, with industry knowledge in both steel | 0 |
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| | | and real estate.
3. Current position: Store manager at Hub & Dyne Co., Ltd. | the Securities and Exchange Act and Article 14-3 of the Securities and Exchange Act are complied with. | |
| --- | --- | --- | --- | --- |
| Independent Director | Wen-Hsiung Dai | 1. Education: PhD, Department of Materials Science and Engineering, National Cheng Kung University.
2. Professional qualifications and experience: He previously served as President of Taiwan Shoufu University, a distinguished visiting professor, a supervisor for the Academia-Industry Consortium for Southern Taiwan Science Park, and a chief consultant at the Tainan plant of Luxe Green Energy Technology Co., Ltd. He possesses work experience relevant to commerce and corporate operations.
3. Current position: Chief Advisor to the Tainan Factory and Executive Director of the Chairman’s Office of Luxe Green Energy Technology Co., Ltd. | 2. Pursuant to the Company’s Articles of Incorporation, directors are elected through the candidate nomination system. During nomination and selection, the written statements, academic credentials, and family relationship charts of each candidate, as well as of their spouse and relatives within the second degree of kinship, are collected to | 0 |
- 27 -
- 28 -
| verify their independence in accordance with the requirements of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. | ||||
|---|---|---|---|---|
2. The operation of the Audit Committee
During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a total of 8 Audit Committee meetings were held (A); below is the attendance of independent directors:
| Title | Name | Actual Attendance (B) | Proxy Attendance | Actual Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|
| Independent Director | Yi-Hung Chen | 8 | 0 | 100 | |
| Independent Director | Wen-Hsiung Dai | 5 | 0 | 100 | Newly elected on June 4, 2025 |
| Independent Director | Meng-Han Yang | 7 | 1 | 87.50 | |
| Independent Director | Chien-Cheng Wei | 3 | 0 | 100 | Resigned on June 3, 2025 |
Other information required:
- For Audit Committee meetings that meet any of the following descriptions, state the date and session of the meeting held, the discussed topics, any reservations or significant recommendations of the independent directors, the Audit Committee’s resolutions, and how the Company has responded to the Audit Committee’s opinions: please refer to Note 1 for the key tasks and operations of the year.
(1) Matters listed in Article 14-5 of the Securities and Exchange Act:
| Audit Committee Meeting Date | Session | Motion Content | Opinions of all Audit Committee members | The Company’s response to such opinions |
|---|---|---|---|---|
| 2025.03.14 | 1st board meeting | 1. Proposal to amend certain provisions in the Company’s | Without an opinion | The motion is passed |
| | | in 2025 | “Articles of Incorporation”.
2. Proposal to sell an investment property.
3. Motion for the Company’s 2024 internal control system statement.
4. Motion for the appointment and independence evaluation of the Company’s attesting CPAs. | | |
| --- | --- | --- | --- | --- | --- |
| | 2025.04.10 | 2nd board meeting in 2025 | 1. Release of the Company’s Directors from non-compete clauses. | Without an opinion | The motion is passed |
| | 2025.05.09 | 3rd board meeting in 2025 | 1. Motion for the Company’s financial report for 2025 Q1.
2. Proposal for the Company to lease the property located at 2F-1, No. 271, Section 4, Ximen Road, Tainan City to a related party. | Without an opinion | The motion is passed |
| | 2025.06.27 | 4th board meeting in 2025 | 1. Proposal to dispose of an investment property. | Without an opinion | The motion is passed |
| | 2025.08.11 | 5th board meeting in 2025 | 1. Motion for the Company’s financial report for 2025 Q2.
2. Proposal to amend the Company’s "Internal Control System" and "Rules of Internal Audit Implementation."
3. Proposal to dispose of an investment property. | Without an opinion | The motion is passed |
| | 2025.09.12 | 6th board meeting in 2025 | 1. Motion for reallocation for investment in TWSE/TPEx listed stocks. | Without an opinion | The motion is passed |
| | 2025.11.11 | 7th board meeting in 2025 | 1. Motion for the Company’s financial report for 2025 Q3.
2. Proposal to amend the Company’s "Internal Control System."
3. Proposal of intentional transactions with related parties.
4. Motion for the Company’s 2026 audit plan. | Without an opinion | The motion is passed |
| | 2025.12.26 | 8th board meeting in 2025 | 1. Proposal to amend some chapters and clauses of the Company’s "Internal Control System."
2. Proposal to engage the attesting accounting firm of the Company to provide the non-assurance services.
3. Proposal to amend the Company’s "Regulations Governing the Pre-Approval for the Non-Assurance Services" provided by the attesting accounting firm. | Without an opinion | The motion is passed |
| | 115.03.10 | 1st board meeting in 2026 | 1. Proposed amendments to certain provisions of the Company’s "Operational Procedures for Acquisition or Disposal of Assets".
2. Motion for the Company’s 2025 internal control system declaration. | Without an opinion | The motion is passed |
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(2) Except for the preceding matters, any matter not approved by the Audit Committee but approved by two-thirds or more of all directors: None.
-
For the implementation and state of independent directors’ recusal for conflicts of interests, the independent directors’ name, topic discussed, reasons for the required recusal, and participation in the voting process: None.
-
State of communication between independent directors, chief internal auditor and CPA (such as significant items, methods and results of communications on the Company’s finances and business status):
(1) The audit plans for the coming year are discussed with independent directors and submitted to the Board of Directors’ meeting for resolution before the end of each accounting year.
(2) The evaluation of the effectiveness of the Company’s internal control system and the internal control system statement have been submitted to the Audit Committee for review. The Head of Audit communicated with the Audit Committee and the communication between them was sound.
(3) The Company’s CPAs reports the results of financial statement audits or reviews as well as other communication matters required by applicable laws at the quarterly the Audit Committee meeting. The Company’s Audit Committee maintains good communication with CPAs.
(4) The communications among the independent directors, the internal audit officer, and the CPAs in 2025 are as below:
Minutes of the first meeting among the independent directors, the internal audit officer, and the CPAs in 2025.
Meeting Time: 2:20 p.m. on December 26, 2025 (Wednesday)
Attendees: Meng-Han Yang, Yi-Hung Chen, Wen-Hsiung Dai, Hung-Ju Liao (CPA)
Participants: Yen-Ni Tsai (Manager of the Accounting Firm), Shu-Hui Wu (Head of the Audit Office)
(I) Report on the Audit of Financial Statements
-
The CPAs explained the audit objectives, scope, and audit procedures for the 2025 financial statements to the independent directors.
-
The CPAs explained the methods for assessing significant audit risks and the key audit focus areas for the current financial statements.
-
The CPAs explained the key audit matters and the audit methods used for the 2025 financial statements.
-
The CPAs explained the amendments to the accounting standards and relevant laws and regulations applicable to the audit for the current year.
Resolution: The independent directors noted the audit procedures, material risks, and key audit matters for the financial statements. The CPAs provided supplementary explanations
regarding the related audit methods and procedures. After the communication, the directors expressed their understanding of the CPAs' audit plan and procedures, and raised no other material concerns.
(II) Report on Audit Execution
- The internal audit officer reported on the implementation of the Company’s internal control system.
- The internal audit officer described the improvements made to address audit deficiencies and the current follow-up status.
- Explanations were given to the independent directors regarding the proposed amendments to certain provisions of the Company’s “Internal Control System.”
Resolution: The directors noted the implementation of the internal control system, the improvement of audit deficiencies, and the proposed amendments to the provisions.
Following the explanations from the personnel in attendance, no further opinions were raised by those present.
(III) Communications between the Independent Directors and CPAs alone
The independent directors exchanged views with the CPAs on the audit procedures for the financial statements. The CPAs explained the audit methods and procedures, and the independent directors confirmed their understanding and had no further comments.
(IV) Communications between Independent Directors and the Internal Audit Officer Alone
The independent directors communicated with the internal audit officer regarding the execution of internal audits and the operation of the internal control system. The internal audit officer explained the implementation of the annual audit plan and the follow-up on the improvement of deficiencies, and stated that all deficiencies are continuously tracked and improved in accordance with the regulations. The independent directors acknowledged their understanding and had no further comments.
(V) Temporary motion: None.
(VI) Suggestions: The independent directors had no further comments following the inquiry regarding this meeting.
Note 1: The Audit Committee held 8 meetings in 2025, reviewing the following matters:
(1) Audit of financial statements and accounting policies and procedures
(2) Internal control system and related policies and procedures
(3) Compliance
(4) Qualifications, independence, and performance assessment of the attesting CPAs
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(5) Appointment, dismissal, and remuneration of the CPAs
(6) Performance of the Audit Committee’s duties
(7) Self-assessment questionnaire for the performance evaluation of the Audit Committee
■ Report on Financial Statements Review
The Board of Directors prepared the Company’s 2025 business report, financial statements, and earnings distribution proposal. The financial statements were to be audited by Deloitte Taiwan, and an audit report was to be issued. The Audit Committee has reviewed the above-stated business report, financial statements, and the earnings distribution proposal and found no discrepancies.
■ Assessing the Effectiveness of the Internal Control System
The Audit Committee assessed the effectiveness of the Company’s internal control system policies and procedures (including finance, operations, risk management, information security, outsourcing, legal compliance, and other control measures). The Committee also reviewed the regular reports from the Company’s internal audit department, the attesting CPAs, and the management, including risk management and legal compliance.
■ Appointed Attesting CPAs
The Audit Committee is responsible for overseeing the independence of the attesting accounting firm to ensure the fairness of the financial statements. Generally, an attesting accounting firm is not permitted to provide the Company with services other than taxation or specially approved items. All services provided by the attesting accounting firm require approval from the Audit Committee.
To ensure the independence of the attesting accounting firm, the Audit Committee has established an independence evaluation form with reference to Article 47 of the Certified Public Accountant Act and "Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 – Independence in Audit and Review Engagements." This form assesses the independence, professionalism, and suitability of the CPAs, and evaluates whether they are related parties to the Company or have relationships involving business or financial interests with the Company. On March 14, 2025, the Audit Committee and the Board of Directors both approved that CPAs Hung-Ju Liao and Chi-Chen Li from Deloitte Taiwan met the independence assessment standards and were therefore qualified to serve as the Company’s financial and taxation attesting auditors.
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(III) Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies
| Assessment | Actual governance | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Brief description | |||
| I. | Has the company established and disclosed its corporate governance principles based on "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies?" | ✓ | The Company has yet to establish such as policy. | One may be created in the future as needed to support the Company's growth and comply with regulations. | |
| II. | Shareholding structure and shareholders' interests | ||||
| (I) | Has the Company implemented a set of internal procedures to handle shareholders' suggestions, queries, disputes and litigations? | ✓ | (I) The Company has dedicated personnel available to answer shareholders' queries and resolve issues. | (I) No material deviation is found. | |
| (II) | Is the Company constantly informed of the identities of its major shareholders and the ultimate controller? | ✓ | (II) The Company maintains good relationship with major shareholders, and is constantly updated on changes in shareholding of directors, managers, and major shareholders with more than 10% ownership interest. | (II) No material deviation is found. | |
| (III) | Has the Company established and implemented risk management practices and firewalls for companies it is affiliated with? | ✓ | (III) The Company currently does not have any affiliate, hence not applicable. | (III) No material deviation is found. | |
| (IV) | Has the Company established internal policies that prevent insiders from trading securities against non-public information? | ✓ | (IV) The Company has a set of "Insider Trading Prevention Procedures" in place that prohibits insiders from trading securities against non-public information. | (IV) No material deviation is found. | |
| III. | Composition and responsibilities of the board of directors | ||||
| (I) | Has the board of directors formulated diversity policies and their concrete management goals, and have them actually be implemented? | ✓ | (I) The Company's board of directors currently comprises 4 directors and 3 independent directors; the board as a whole possesses extensive experience in business management. | (I) No material deviation is found. | |
| (II) | Apart from the Remuneration Committee and Audit Committee, has the Company assembled other functional committees at its own discretion? | ✓ | (II) Aside from the Remuneration Committee and Audit Committee, the Company has not assembled other functional committees. | (II) The Company will adopt practices as deemed appropriate to support future growth and comply with regulations. | |
| (III) | Has the company established a set of policies and assessment tools for evaluating board performance, and conducted performance evaluation on a yearly basis? Are performance evaluation results reported to the board of directors and used as reference for compensation and | ✓ | (III) The Company established "Board Performance Self-evaluation or Peer Evaluation Policy" with board of directors' approval on November 6, 2019; details of which have been disclosed on the Company's website. Board members, Audit Committee members, and Remuneration | (III) No material deviation is found. |
| Assessment | Actual governance | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| nomination decisions? |
(IV) Are external auditors’ independence assessed on a regular basis? | ✓ | | Committee conducted a self-evaluation in December 2025; outcomes of which have been reported to the board of directors and disclosed on the Company’s website to provide reference for future improvements.
(IV) The Company not only follows Article 29 of Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies and evaluates independence of its financial statement auditors at least once a year, but also prepares "CPA Independence Assessment Reports" (Note) and requires financial statement auditors to issue "Statements of Independence" according to Article 47 of Certified Public Accountant Act and the "Integrity, Fairness, Objectivity and Independence" principles of Statement of CPA Professional Ethics No. 10. All CPA independence assessments are reviewed by the Audit Committee and approved by the board of directors. | (IV) No material deviation is found. |
| IV. Has the TWSE/TPEX listed company allocated adequate number of competent corporate governance staff and appointed a corporate governance officer to oversee corporate governance affairs (including but not limited to providing directors/supervisors with the information needed to perform their duties, assisting directors/supervisors with compliance issues, convention of board meetings and shareholder meetings, and preparation of board/shareholder meeting minutes)? | ✓ | | The Company has a employed a corporate governance officer, who is specially responsible for providing the board of directors and Audit Committee with the information needed to perform duties, making arrangements for board of directors and shareholder meetings, updating and changing company registration, preparing board/shareholder meeting minutes, assisting directors with duties and ongoing education, assisting directors with compliance issues, and other corporate governance-related affairs outlined in the Articles of Incorporation or contracts. | No material deviation is found. |
| V. Has the Company provided proper communication channels and created dedicated sections on its website to address corporate social responsibility issues that are of significant concern to stakeholders (including but not limited to shareholders, employees, customers and suppliers)? | ✓ | | The Company has a spokesperson and acting spokesperson system in place to handle related issues.
The Company has a stakeholders section created on its website to respond to issues that are of concern to stakeholders. | No material deviation is found. |
| VI. Does the Company engage a share transfer agency to handle shareholder meeting affairs? | ✓ | | The Company currently engages the Share Transfer Agency Department of President Securities Corporation to handle matters relating to shareholder meetings. | No material deviation is found. |
| VII. Information disclosure
(I) Has the Company established a website that discloses financial, business, and corporate governance-related | ✓ | | (I) The Company discloses financial, business, and corporate governance information on its website (http://www.csssc.com.tw). | (I) No material deviation is found. |
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| Assessment | Actual governance | Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (II) information? | ||||
| (III) Does the Company publish and make official filing of annual financial report within two months after the end of an accounting period, and publish/file Q1, Q2 and Q3 financial reports along with monthly business performance before the required due dates? | ☑ | ☑ | (II) 1. The Company has assigned dedicated personnel to gather and disclose information, and implements a spokesperson system. | |
| 2. Video recordings and briefing materials of investor seminars are placed on the investors section of the Company’s website. |
(III) 1. The Company follows Article 36 of the Securities and Exchange Act by publishing and filing its annual financial reports within 3 months after the end of an accounting period. Q1, Q2, and Q3 financial reports are submitted to the Audit Committee and the board of directors for approval before the statutory due dates, and are published on Market Observation Post System on days they are presented to the board of directors.
2. Monthly business performance data is fully disclosed on the Company’s website and on Market Observation Post System before the statutory due dates. | (II) No material deviation is found.
(III) No material deviation is found. |
| VIII. Does the Company have other information that enables a better understanding of the Company’s corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ interests, continuing education of directors/supervisors, implementation of risk management policies and risk measurements, implementation of customer policy, and purchase of liability insurance for directors and supervisors)? | ☑ | | 1. With respect to employees’ rights and employee care, the Company hires local workers where possible, encourages re-employment of women, provides local employees with employment benefits, and extends care to the underprivileged. An employee welfare committee has long been assembled to cater for employees’ welfare, and the committee allocates benefits regularly according to the Articles of Incorporation.
2. The Company has purchased director liability insurance according to the rules from Taian Insurance and Shinkong Insurance Co., Ltd.
3. The continuing education status of directors is declared, which can be inquired on the Market Observation Post System. | No material deviation is found. |
| IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by Stock Exchange Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified.
Matters and measures as the prioritized improvement:
(I) Enhance ESG information disclosure and annual reports.
(II) Enhance transparency in shareholder meeting information and improve communication channels.
(III) Regular trainings on corporate governance and sustainability.
(IV) Incorporate governance and sustainability into the performance evaluations and board meeting agendas. | | | | |
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Note: CPA independence assessment report (listed as key issue)
(1) The Company and the CPAs it engages hold no material financial stake in each other.
(2) None of the CPAs serve as the Company’s director, supervisor, manager, or any position that has material influence on audit activities, whether currently or at any time in the last two years. The Company is certain that they will not hold the abovementioned positions during future audits.
(3) The CPAs, their spouses, and dependents did not serve as the Company’s director, supervisor, manager, or hold any position that had direct and material influence on audit activities during the audit period.
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(IV) The state of the composition, duties and the state of the Remuneration Committee:
1. Information on the members of the Remuneration Committee
December 31, 2025
| Position | Criteria Name | Professional qualification and experience | Independence | No. of concurrent roles as remuneration committee member in other public companies |
|---|---|---|---|---|
| Independent Director (Convener) | Meng-Han Yang | 1. Education: Bachelor of Law, Fudan University | ||
| 2. Professional qualifications and experience: Formerly served as the responsible person of Yuanshan International Development Co., Ltd., a director of Orange Mountain Co., Ltd., a supervisor of Yu Qiang Energy Co., Ltd., a legal specialist for the Benyuan City Voluntary Renewal Preparation Committee in Tainan City, and a legal specialist for Guanhui Engineering Co., Ltd. He is knowledgeable in legal matters. | ||||
| 3. Current position: Responsible person, Yuan Shan International Development Co., Ltd. | 1. The qualifications of the candidates for independent directors, for the two years prior to their election and during their terms of office, satisfy the requirements specified in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Furthermore, Article 14-2 of the Securities and Exchange Act and Article 14-3 of the Securities and Exchange Act are complied with. | |||
| 2. Pursuant to the Company's Articles of | 0 | |||
| Independent Director | Yi-Hung Chen | 1. Education: Bachelor of Civil Engineering of Chung Hua University | ||
| 2. Professional qualifications and experience: He was formerly a deputy assistant general manager at a real estate development company and an assistant plant chief at a steel company, with industry knowledge in both steel and real estate. | ||||
| 3. Current position: Store manager at Hub & Dyne Co., Ltd. | 0 |
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| Independent Director | Wen-Hsiung Dai | 1. Education: PhD, Department of Materials Science and Engineering, National Cheng Kung University.
2. Professional qualifications and experience: He previously served as President of Taiwan Shoufu University, a distinguished visiting professor, a supervisor for the Academia-Industry Consortium for Southern Taiwan Science Park, and a chief consultant at the Tainan plant of Luxe Green Energy Technology Co., Ltd. He possesses work experience relevant to commerce and corporate operations.
3. Current position: Chief Advisor to the Tainan Factory and Executive Director of the Chairman’s Office of Luxe Green Energy Technology Co., Ltd. | Incorporation, directors are elected through the candidate nomination system. During nomination and selection, the written statements, academic credentials, and family relationship charts of each candidate, as well as of their spouse and relatives within the second degree of kinship, are collected to verify their independence in accordance with the requirements of Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. | 0 |
| --- | --- | --- | --- | --- |
- Duties of the Remuneration Committee
The Committee exercises the duty of care of a good administrator in faithfully performing the following duties, and submits its recommendations for discussion by the Board of Directors.
(1) Establishing and periodically reviewing the policies, systems, standards, and structure for the performance evaluation and remuneration of directors and managerial officers.
(2) Regularly evaluating and determining the remuneration of the directors and managerial officers.
- Information on the operation of the Remuneration Committee
(1) The Company’s Remuneration Committee has 3 members.
(2) The term of office of the current members: The term is from June 14, 2024 to June 13, 2027. During the most recent year, a total of 2 Remuneration Committee meetings were held (A); The qualifications and attendance of members are as follows:
| Title | Name | Actual Attendance (B) | Proxy Attendance | Actual Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|
| Convener | Meng-Han Yang | 2 | 0 | 100 | |
| Member | Yi-Hung Chen | 2 | 0 | 100 | |
| Member | Chien-Cheng Wei | 1 | 0 | 100 | Dismissed on June 3, 2025 |
| Member | Wen-Hsiung Dai | 1 | 0 | 100 | Appointed on June 13, 2025 |
| Other information required: | |||||
| 1. If the Board of Directors declines to adopt or modify a recommendation of the remuneration committee, the date, session, topic discussed and the resolution of the board meeting and handling of the resolution of the remuneration committee shall be specified (if the compensation package approved by the Board is better than the recommendation made by the committee, please specify the discrepancy and its reason): None. | |||||
| 2. As to the resolution of the Remuneration Committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session and topic discussed of the committee meeting, all members’ opinions and handling of members’ opinions shall be specified: None. |
- Information on nomination committee members and their operation
(1) Specification of the appointment qualifications and duties of the Company’s nomination committee members: None.
(2) Professional qualifications and experience of the nomination committee members and their operation: None.
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(V) The promotion of sustainable development and the deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor:
| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Has the Company established a governance structure to promote sustainable development and set up a dedicated (concurrent) unit to promote sustainable development, which is authorized by the Board of Directors to be handled by senior managerial officers, and is supervised by the Board of Directors? | ✓ | In order to implement sustainable corporate management, the Company has established the Sustainable Development Task Force. The Chairman appoints a convener to hold the sustainable development meeting, and department heads, employees of all levels and external professional consultants are invited to participate in the meeting for discussion. | ||
| The Sustainable Development Task Force consists of the chief convener, deputy convener, and department heads as task force leaders. An executive secretary is also appointed to assist the chief convener and deputy convener in the planning and implementation of sustainable development policies. In order to strengthen the integration of resources and improve the efficiency of sustainable development policy implementation, a regular meeting is convened at least once a year to report the implementation progress and results to the | No material deviation is found. | |||
| governance structure to promote sustainable development and set up a dedicated (concurrent) unit to promote sustainable development, which is authorized by the Board of Directors to be handled by senior managerial officers, and is supervised by the Board of Directors? |
| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| Chairman and the Board of Directors. | ||||
| One sustainable development meeting was held in 2025. The meeting agenda included: (1) ESG report schedule and work items; (2) greenhouse gas inventory schedule. | ||||
| II. Has the Company conducted risk assessment on environmental, social, and corporate governance issues that are relevant to its operations, and implemented risk management policies or strategies based on principles of materiality? | ✓ | The disclosure period for risk assessment information was from January 1, 2025 to December 31, 2025. The boundary of the risk assessment encompassed the economic, environmental, and social aspects of the business activities and performance at the registered location of Chien Shing Stainless Steel Co., Ltd. and its main operating location at No. 222, Industry Road, Madou District, Tainan City. The Company has no subsidiary; therefore, this report’s disclosure scope is limited to the Company’s operations and performance. | ||
| To ensure the Company’s sustainable and stable development, we are actively formulating relevant strategies to respond to the environmental, social, and governance issues and incorporating the spirit of social | No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|
| Yes | No | Brief description |
Based on the risk assessment, the following risk management policies or strategies have been established: | |
| Key Topics | Risk Assessment Projects | Risk management policies or strategies |
| Environmental | Environmental Impact and Management | 1. We have eliminated old energy-consuming equipment, effectively reduced energy consumption in the process, and upgraded the wastewater treatment system to significantly reduce the emission of pollution and its impact on the environment.
2. Regular inventory of greenhouse gas emissions in accordance with ISO 14064-1 to examine the impact on company operations. Based on the results of the inventory, |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||||
|---|---|---|---|---|---|---|
| Yes | No | Brief description | ||||
| the Company will continue to implement carbon reduction measures. | ||||||
| Social | Occupational Safety | Fire drills and occupational safety education and training are held every year to cultivate employees’ safety management and emergency response capabilities of their own. | ||||
| Product Quality and Safety | To ensure stable product quality and customer safety, the Company has introduced and passed the ISO 9001 quality Management System certification. Through a systematic process to control raw material intake, process monitoring, inspection, shipment, and customer complaint management, the Company ensures that products meet the standards and customer requirements. | |||||
| Corporate governance | Legal Compliance | The Company is managed on the principle of integrity, implements internal control |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||||
|---|---|---|---|---|---|---|
| Yes | No | Brief description | ||||
| mechanisms and strengthens employees’ awareness of compliance with laws and regulations. | ||||||
| Strengthening of Directors’ Functions | We plan for Directors to participate in external corporate governance-related courses and provide protection for Directors by taking out Directors’ liability insurance. | |||||
| Stakeholder Communication | The Company has set up various communication channels such as spokespersons and investor mailboxes in the hope of establishing good communications with stakeholders. | |||||
| III. Environmental issues | ||||||
| (I) Has the Company set up an appropriate environmental management system as per its industrial characteristics? | ✓ | (I) The Company manages and reports wastewater, air pollution, noise, and waste in accordance with the characteristics of the stainless steel processing industry and the applicable environmental protection laws and regulations. Dedicated personnel have been designated responsible for related monitoring, reporting, and compliance with the laws and regulations. | (I) The Sustainable Development Task Force will study the establishment of an environmental management system in the future and follow all legal requirements. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (II) Is the Company committed to improving energy efficiency and adopting recycled materials with low environmental impact? | ✓ | Currently, the Company has not yet established a complete environmental management system framework. However, all environmental protection operations have been carried out in accordance with the regulations of the competent authorities, and there have been no material violations. In the future, the Company will gradually strengthen its environmental management mechanism based on its scale of operations and regulatory development to improve its environmental risk control capabilities. |
The Company regularly maintains air pollution and wastewater treatment facilities to ensure that all emissions meet the legal standards. Through environmental monitoring and annual risk inventory, energy-saving, emission reduction, and process improvement are promoted continuously to reduce the operational impact on the environment.
(II) The Company continues to improve energy efficiency through equipment maintenance, process optimization, and energy-saving management. We have | (II) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (III) Has the Company assessed its current and future potential risks and opportunities of climate change and taken countermeasures against climate-related issues? | ☑ | also gradually increased the proportion of recycled stainless steel (recycled materials) in raw materials to reduce the environmental impact of the production process. The Company regularly reviews its energy consumption and renewable material utilization as key measures of its carbon reduction and environmental improvement efforts. |
(III) Based on industry characteristics, risk and opportunity assessments are conducted for the possible short-term and long-term impacts of climate change on operations. The scope covers raw material supply, energy costs, power consumption stability, extreme climate events, market regulations, and customer demands, and relevant management and countermeasures are formulated.
I. Assessment Approaches of Climate Change Risks
1. Operational risk inventory: Including power outages caused by extreme rainfall and typhoons, transportation disruptions, raw material price fluctuations, and rising energy | (III) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| costs. | ||||
| 2. Regulatory and market risk assessment: Assess the impacts of carbon fees, carbon tax, emission management measures possibly introduced by the government, and CBAM (carbon border adjustment mechanism) in the export market. | ||||
| 3. Analysis of changes in customer demand: Focus on whether customers have demanded an increased proportion of low-carbon materials and recycled materials. | ||||
| 4. Review of annual environmental and operational data: Including electricity intensity, energy efficiency, waste disposal, equipment energy consumption status, etc. | ||||
| II. Assessment of Opportunities Related to Climate Change | ||||
| 1. Improved energy efficiency lowers operating costs. | ||||
| 2. Increasing the use of recycled stainless steel as a raw material allows us to meet customer |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| demand for low-carbon products. | ||||
| 3. Aligning with the carbon reduction trend enhances market competitiveness and ensures compliance with the international supply chain regulations. | ||||
| 4. Investment in highly efficient equipment increases production capacity and reduces long-term overheads. |
III. Countermeasures
1. Energy Saving and Emission Reduction Management
(1) Performing regular maintenance on high energy-consuming equipment to improve energy efficiency.
(2) Promoting energy saving measures (such as switching to LED lighting, equipment standby management, and improving power system efficiency).
2. Increasing the Use of Recycled Materials
(1) Continuously increasing the use of recycled | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| stainless steel to lower the carbon footprint. | ||||
| (2) Collaborating with suppliers to track the sources of raw materials and prioritizing steel with higher recycled content. | ||||
| 3. Enhancement of Supply Chain Resilience | ||||
| (1) Diversifying raw material sources to reduce the risk of transportation or supply disruptions caused by climate events. | ||||
| (2) Maintaining regular communications with upstream suppliers to grasp the circumstances in which the supply side is possibly affected by extreme weather events. | ||||
| 4. Operational Resilience and Disaster Prevention Measures | ||||
| (1) Establishing power outage and emergency response procedures to mitigate the impact of extreme weather on production. | ||||
| (2) Reviewing plant drainage, equipment protection, and material storage safety to |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (IV) Has the Company counted the greenhouse gas emissions, water consumption, and total weight of waste over the past two years and formulated policies on greenhouse gas reduction, water consumption reduction, or other waste management? | ✓ | reduce risks of flood or strong wind. | ||
| 5. Continuously monitoring regulatory developments such as carbon fees and carbon inventory. | ||||
| (1) Monitoring the government’s carbon fee system, industrial emission management, and carbon border regulations (CBAM) in the international market. | ||||
| (2) Planning to gradually build capabilities for carbon emission inventories as preparation for the future carbon reduction requirements. | ||||
| (IV) The Group’s greenhouse gas inventory results, assurance status, and reduction policies are listed in the “Implementation of Climate-Related Information by TWSE/TPEx Listed Companies” section of this annual report. | ||||
| Water consumption and total weight of waste for the most recent two years: | ||||
| 1. Water consumption for the most recent two years: | ||||
| The water used in the Company’s plant is | (IV) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| primarily tap water, and its scope of use includes water used in offices and for cooling production equipment. In terms of water pollution prevention, the Company places a high priority on water quality management. Wastewater generated during the production process at the plant undergoes thorough treatment before discharge, and the discharged water quality has consistently complied with the relevant environmental protection regulations and standards set by the government, minimizing impact on the surrounding environment. The Company continues to strengthen the sustainable management of water resources, balancing operational needs with environmental protection. It is committed to building a responsible and sustainable manufacturing system. | ||||
| Year | Total water consumption (m³) | |||
| 2024 | 27,370 | |||
| 2025 | 20,611 | |||
| 2. Total waste for the most recent 2 years: |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| All industrial waste is handed over to a third-party waste treatment contractor with the legal permits for treatment. The treatment contract specifically requires the provision of a removal permit, technician certificates, and other information to ensure legal compliance. Domestic waste is primarily incinerated, while general industrial waste has typically been disposed of through landfill burial. The Company is committed to environmental responsibility. It continuously strengthens its waste classification, recycling, and tracking management mechanisms to ensure that all waste is treated properly and to minimize environmental impact. |
The Company actively promotes waste reduction strategies and consistently implements garbage classification and recycling systems. Waste sorting bins and clear classification guidelines are provided in offices and production areas to help employees properly sort waste. Meanwhile, the Company strengthens the environmental awareness and | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | |||
|---|---|---|---|---|---|
| Yes | No | Brief description | |||
| participation of all employees through internal bulletin boards and educational campaigns. Regarding resource recycling, we are committed to increasing the rate of waste reuse, actively seeking new reuse approaches, and collaborating with professional recycling companies to transform by-products and recoverable materials from the production process into usable resources. This maximizes resource benefits and reduces our environmental impact. | |||||
| Year | Non-hazardous waste (tons) | ||||
| 2024 | 1,565.09 | ||||
| 2025 | 492.34 | ||||
| (The Company does not produce hazardous waste, and the non-hazardous waste includes: Category D - general industrial waste and Category R - waste that has been announced for reuse. In 2025, Category D: 492.34 tons, Category R: 0 tons; total of Category D and Category R: 492.34 tons) | |||||
| IV. Social issues |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (I) Does the Company formulate relevant management policies and procedures in accordance with applicable laws and the International Bill of Human Rights? | ☑ | (I) The Company firmly believes that respect for human rights is a core value of corporate development. To ensure the basic human rights of employees, suppliers, customers, and partners, the Company not only abides by the laws and regulations of the operating locations, but it also refers to the "Universal Declaration of Human Rights," "The United Nations Global Compact," and basic conventions of the International Labour Organization to formulate the "Human Rights Policy of Chien Shing Stainless Steel Co., Ltd." This policy establishes a human rights protection environment based on protection, respect, and compensation, with strict prohibitions against any violations against or infringement upon human rights, ensuring that all personnel are treated fairly and with dignity. |
The Company’s human right policy applies to all departments at all levels, and the Personnel Section is responsible for its formulation, promotion, and supervision. The Company also requires its suppliers, | (I) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| vendors, and customers to adhere to the spirit and basic principles of this policy, and to jointly improve the management of human rights-related issues. |
Human Rights Commitments:
I. Diversity, Inclusion, and Equal Opportunity
Refrain from any discriminative language, attitude, or behavior based on gender, race, social class, age, marital status, language, thinking, religion, political affiliation, origin, place of birth, appearance, facial features, or disability. We are jointly committed to fostering a dignified, safe, equal, and discrimination/harassment-free work environment.
II. Prohibitions of Forced or Compulsory Labor
Respect employees’ freedom of choice regarding employment and resignation. Forced labor is prohibited, and no labor must be compelled through violence, threats, intimidation, or deception.
III. Prohibition of Child Labor
The employment standards meet the minimum age requirements of the local laws and regulations. | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (II) Has the Company developed and implemented reasonable employee welfare measures (including compensation, leave of absence and other benefits), and appropriately reflected business performance | ✓ | IV. Fair wages and working conditions | ||
| Provision of reasonable wages and benefits to employees in accordance with the regulations. |
V. Healthy and Safe Workplace
Creation of a safe and healthy work environment to jointly reduce the risks connected to workplace safety, promote employees’ physical and mental well-being, and achieve work-life balance.
VI. Harmonious labor-management relations
Provision of diverse and open communication channels, along with regularly scheduled labor-management meetings, to strive for fostering harmonious labor-management relations, cultivating a positive working environment, and effectively mediating disagreements.
(II) The Company has established multiple employee benefit systems and policies reflecting the operating performance in employee remuneration while regularly amending these systems to comply with the applicable laws and regulations, thereby improving employee | (II) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| or outcome in employees’ compensations? | benefits and remuneration. | |||
| Employee welfare policies and systems | ||||
| In accordance with the Labor Standards Act, the Act of Gender Equality in Employment, the Occupational Safety and Health Act, and other labor laws, the Company has established a comprehensive welfare system to improve employees’ quality of life and job satisfaction. The human resources unit and the Employee Welfare Committee coordinate, plan, implement, and review benefit policies, and report to management regularly. | ||||
| Overview of benefits | ||||
| The Company’s employee benefits include, but are not limited to, the following: | ||||
| 1. Statutory benefits | ||||
| (1) Labor insurance, national health insurance, employment insurance, and labor pension contribution | ||||
| (2) Overtime wage and statutory leave | ||||
| (3) Maternity leave, marriage leave, parental leave, |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| and family care leave, among other leave types. | ||||
| 2. Health and medical benefits | ||||
| (1) Annual employee health checkup | ||||
| (2) Occupational safety and health management, and operating environment measurement | ||||
| (3) Mental health or medical consultation services | ||||
| (4) Breastfeeding room and maternal health protection plan | ||||
| 3. Life care, allowances, and subsidies | ||||
| (1) Employee birthday monetary gift | ||||
| (2) Employee festival monetary gift | ||||
| (3) Allowances and subsidies for employee’s marriage, funerals (including those of family members), childbirth, etc. | ||||
| 4. Group insurance | ||||
| (1) Employee group insurance (accident, medical, or life coverage) | ||||
| 5. Leisure and cultural activities | ||||
| (1) Employee travel subsidy | ||||
| (2) Year-end party or spring banquet subsidy |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| *Retirement System and Management Mechanism | ||||
| The Company has established clear retirement regulations and a pension contribution system in accordance with the Labor Standards Act and the Labor Pension Act to ensure sufficient pension reserves with transparent management for employees. | ||||
| (I) New Pension System (the new labor pension system) | ||||
| From July 1, 2005, an amount equivalent to 6% of each applicable employee’s monthly salary has been contributed to their personal pension accounts in accordance with the Labor Pension Act. Employees are also encouraged to voluntarily contribute to their personal pension accounts, up to a maximum of 6% of their monthly salary, to receive related taxation benefits. As of December 31, 2025, a total of 8 employees of the Company have applied for voluntary pension contributions, demonstrating their commitment to and proactiveness in future financial planning. All contributions are managed uniformly by the Labor |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| Insurance Bureau under the Ministry of Labor to safeguard employees’ pension assets. | ||||
| (II) Old Pension System (the old system under the Labor Standards Act) | ||||
| For employees whose seniority under the old system has been retained, the Company has been handling retirement benefits according to the contribution ratio and retirement conditions stipulated by the Labor Standards Act. Currently, the Company appropriates up to 2% of the total salary paid each month to a trust account at the Bank of Taiwan. Pension and actuarial valuations have been performed annually by professional actuaries to ensure adequate contributions. | ||||
| (III) Retirement Consultation and Assistance | ||||
| The Company’s pension system is based on the “Labor Standards Act” and the “Labor Pension Act,” and the “Regulations Governing Labor Pension” are established within its internal management regulations. This system provides information on contributions for |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|
| Yes | No | Brief description |
Pension Contribution and Disbursement | |
| Year | 2024 | 2025 |
| Amount of pension contribution under the new system. | 2,219,380 | 2,386,645 |
| Amount of pension reserve contributions under the old system. | 3,627,859 | 242,966 |
| Pension under the old system Amount disbursed | 0 | 290,773 |
| Communication and transparency of the benefit and pension systems
The Company values the transparency in |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| information regarding employees’ interest and disseminates the information to employees through the following channels: |
(1) Announcing the benefit system details in the employee handbook and designated areas
(2) Explaining the benefit and retirement systems to new recruits during their orientation
(3) Regularly holding labor-management meetings or utilizing communication platforms to explain system updates
(4) Communicating material benefit adjustments through internal announcements
*Results of system implementation
In previous years, the Company’s benefit and retirement systems have been implemented well overall, and the employee participation and satisfaction have remained stable.
(1) All employees’ pension contribution reached 100%.
(2) Annual benefit measures (such as health | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| checkups, group insurance, and various subsidies) were provided as scheduled. |
(3) The employee satisfaction surveys show that satisfaction with the benefit and retirement systems has remained stable.
(4) By continuing the provision of family-friendly measures, the Company has maintained the employee turnover rate within a reasonable range.
*Future areas for improvement
To enhance employees’ well-being and improve retention and job satisfaction, the Company will continue to:
(1) Regularly review the adequacy of benefits and their market competitiveness.
(2) Expand the suitability and market competitiveness of healthcare and family-friendly measures.
(3) Enhance the pre-retirement counseling and post-retirement assistance. | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (4) Improve benefit transparency and strengthen employee communication mechanisms. | ||||
| The Company will continue to prioritize its people-centric philosophy to foster a more inclusive, supportive, and sustainable workplace environment. | ||||
| Workplace diversity and equality | ||||
| The Company upholds the corporate spirit of "harmony and shared prosperity." It is committed to building a diverse and inclusive workplace where every employee can develop with peace of mind. The Company primarily employs local Taiwanese talents, supplemented by a number of foreign employees. As of the end of 2025, it had a total of 77 permanent employees, including 2 employees with disabilities. The Company respects the individuality and needs of all employees. It is committed to providing employment opportunities for diverse groups. In 2025, the Company did not hire any employees with disabilities (0%), but it continues to prioritize this direction through active efforts for the future. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| In human resource recruitment, the Company values a diverse and age-friendly workplace culture, actively encouraging women returning to the workforce and retirees to join the team, while providing professional technical training and flexible working hours to help them successfully return to the workforce and leverage their skills. To realize the vision of gender equality, women made up 19% of all employees and 25% of all management positions in 2025. The proportion of female executives increased compared to last year, but the Company remains committed to progress and will continue working toward a more equitable and inclusive workplace. |
Operating performance is reflected in employee remuneration.
Article 25 of the Articles of Incorporation
Annual profits concluded by the Company are subject to employee remuneration of 2–3%, which the Board of Directors may resolve to distribute in cash or in shares. Employees of subsidiaries who meet certain | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (III) Does the Company provide employees with a safe and healthy work environment and offer safety and health education to employees regularly? | ✓ | criteria are also entitled to receive this remuneration. The distribution proposal is resolved by the Board of Directors before being reported to the shareholders’ meeting. |
*Overall remuneration policy
Regarding remuneration, the Company increases individual salaries according to the salary level in the market, economic trends, and individual performance, to maintain the competitiveness of the remuneration we provide. In 2025, the average annual salary increase for the Company’s managerial positions and non-managerial positions is about 0.16%.
(III) Occupational Safety and Health Management
The Company has established the Occupational Safety Office and, in accordance with the relevant laws and regulations, has formulated the "Work Environment and Safety Management Procedures" and related occupational safety and health regulations. It also enforces operating environment maintenance, machinery and equipment safety management, and | (III) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| employee safety and health education and training to continuously strengthen the workplace safety management mechanism. |
In terms of work environment management, regular maintenance and supervision of the plant and office environment are conducted to ensure a safe and healthy workplace. This includes the installation of central air-conditioning and ventilation equipment, adequate lighting, emergency evacuation routes, and firefighting facilities, as well as regular fire drills, environmental cleaning, and water quality testing. Furthermore, AEDs and other first-aid equipment have been installed in the offices and plants to improve emergency response capabilities, and daily inspections are required for large equipment to ensure operational safety.
Regarding employee healthcare, general and special health checks are conducted annually, and a follow-up mechanism for high-risk groups has been established. Systemic management is used to analyze | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| historical health data, and contracted personnel provide health management and consulting services to continuously improve the level of employee health protection. |
In terms of education, training, and risk management, occupational safety and health-related training—including that for business managers, special operations managers, and first-aid and emergency response personnel—has been organized pursuant to the laws and regulations. The Company ensures that employees receive at least 4 hours of safety and health education and training every six months. Regular hazard prevention promotion and emergency response drills are conducted to enhance the safety awareness and response capabilities of all personnel.
In terms of the monitoring and reporting mechanism, the Company regularly conducts work environment monitoring and risk assessments to understand employees’ exposure, and performs hazard identification based on safety data sheets (SDS), | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | |||
|---|---|---|---|---|---|
| Yes | No | Brief description | |||
| commissioning external professional agencies to conduct inspections and verification. Meanwhile, the Company reports occupational disaster-related indicators (such as frequency and severity rates of disabling injuries) and accident handling status monthly in accordance with the law, and completes the relevant system reporting procedures as required. | |||||
| In a nutshell, the Company is committed to providing a safe and healthy working environment through systematic management, training and education, and continuous monitoring mechanisms while strengthening occupational safety and risk management capabilities to support sustainable business operations. | |||||
| Participant number and man-hour of internal and external trainings on occupational safety in 2025: | |||||
| Year | Participant number receiving education and training | ||||
| 2025 | 306 | ||||
| Occupational injury in 2025: 1, number of |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (IV) Has the Company established an effective career development training program for employees? | ✓ | employees: 1, accounting for 1.29% of the total number of employees. | ||
| Relevant improvement measures: the promotions requiring staff to keep safety distance is enhanced, and refrain from dangerous conducts; staff are requested to verify the safety conditions of equipment, and required to adhere to the safe operational measures so that operators may avoid to cause harm due to misjudgment of distance. | ||||
| There was no fire incident in 2025. | ||||
| (IV) The Company has developed a tiered training system based on job ranks to strengthen management and professional skills. The following training sessions were conducted in 2025: | ||||
| I. Training for Senior Executives | ||||
| Focusing on core areas of corporate governance, financial expertise, and legal compliance to strengthen their decision-making, risk management, and legal compliance awareness. The training hours for the year were 100.5 hours. | (IV) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| II. Mid-Level Manager Development | ||||
| The training focused on enhancing management capabilities, teamwork, and execution, combined with system operation and digital application training, to strengthen operational management performance. The training hours for the year were 188.5 hours. | ||||
| III. Training for New and Junior Staff | ||||
| It covers basic functions, including orientation, process technology, equipment operation, and safety management, comprehensively improving operational capability and safety awareness. Approximately 1,500 hours of training were provided for the year. | ||||
| In a nutshell, the Company has continuously strengthened the professional competence and management efficiency of employees at all levels through a tiered training mechanism, supporting the Company’s development. To strengthen professional competence and build a sustainable operating foundation for employees at all levels, the training plan for the year covers six key areas, as follows: |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Occupational Safety and Risk Management | ||||
| Six safety and health related training sessions, totaling 1,293 hours, were conducted, covering work safety, fire drills, and disaster response. These strengthened the safety awareness and risk control capabilities of all employees, with 100% participation. |
II. ESG Sustainability Governance and Climate Management
Six courses, totaling 78 hours, were conducted on topics such as greenhouse gas inventories, sustainability reports, IFRS disclosure standards, and ethical management practices. These courses enhanced employees’ sustainability governance and information disclosure capabilities, with 100% participation from all staff.
III. Corporate Governance, Finance, and Legal Compliance
Nine professional courses, totaling 63 hours, were conducted to strengthen the concepts of financial reporting, internal control systems, audit practices, and | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| legal compliance, thereby improving governance transparency and enhancing risk management capabilities. Employee participation was 100%. |
IV. Enhancement of Professional Skills and Operational Capabilities
Ten training sessions, totaling 289 hours, were conducted, covering process technology, quality management, information systems, and equipment operation. These sessions have continuously improved production efficiency and stabilized product quality, with 100% employee participation.
V. Education and Training in Ionizing Radiation Protection
One 3-hour training session was held to strengthen radiation safety and regulatory compliance for relevant personnel. Employee participation was 100%.
VI. Environmental Protection and Chemical Safety Management Training
Five training courses, totaling 63 hours, were | |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (V) Does the Company comply with applicable laws and international standards regarding issues, such as customer health and safety, customer privacy, as well as marketing and labelling of products and services? Has it formulated relevant policies and complaint procedures to protect consumers’ or customers’ rights and interest? | ✓ | conducted, covering waste management, toxic chemical emergency response, and air pollution control. The employee participation was 100%. |
(V) The Company values product quality, safety management, and the protection of customers’ interests. In the course of its operations, the Company has complied with the relevant laws and regulations, and it continues to strengthen its internal management mechanisms to ensure customer health and safety, customer privacy, and the compliance of marketing and labeling.
To protect the interests and rights of customers, the Company has established the "Regulations Governing Personal Information Management and Protection" and the "Regulations Governing Customer Complaint Policies" to protect the rights of customers.
1. Personal Information Protection
In the process of providing products and services, the Company collects, processes, and uses customers’ personal information in accordance with the law. It | (V) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| (VI) Has the Company formulated a supplier management policy, required suppliers to follow applicable regulations on issues, such | ✓ | adopts appropriate information security and confidentiality measures to ensure data security and privacy interests. |
2. Customer Complaints and After-Sales Service Procedures
The Company provides a customer complaint-handling mechanism as stipulated in the contracts. Customers may raise issues via telephone, email, or through the Company’s website. Dedicated personnel are responsible for handling and responding to these issues, and they are processed according to the internal procedures to protect customers’ interests and improve service quality.
In the future, the Company will continue to review the suitability of relevant management systems and strengthen the risk control and service quality to maintain customer trust and corporate reputation.
(VI) The Company has adopted a regular appraisal system for suppliers. In the event of a material violation or breach by a supplier, the Company reduces | (VI) No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| as environmental protection, occupational safety and health, or labor rights? The implementation thereof? | the purchase quantity as a means of penalty and demands that the supplier propose improvement measures until they are fully implemented. In addition, the Company requires its suppliers to implement Corporate Social Responsibility (CSR) matters through self-assessment, covering the following aspects: | |||
| 1. Environmental sustainability | ||||
| 2. Compliance with environmental laws and regulations | ||||
| 3. Occupational safety and health | ||||
| 4. Safety and education training. | ||||
| 5. Protection of worker’s human rights | ||||
| 6. Equal employment policy | ||||
| Through the aforementioned system, the Company ensures that its supply chain partners comply with environmental, social, and governance standards and mitigates supply chain-related risks. | ||||
| V. Has the Company referred to the internationally accepted reporting standards or guidelines to prepare reports, such as ESG reports that discloses the Company’s | ✓ | The Company has published the Sustainability Report in 2025 with reference to the International Standards of Preparation of Reports and disclosed it on the Company’s website | No material deviation is found. |
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| Item | Operations (Note) | Deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| non-financial information? Are the abovementioned reports supported by assurance or opinion of a third-party certifier? | (http://www.csssc.com.tw/tw/2024ESG_report.pdf). The report has not yet been certified by a third-party verification unit. In the future, it will be prepared in accordance with the Company’s development needs and laws and regulations. | |||
| VI. Where the Company has formulated its own sustainable development code in accordance with the Sustainable Development Best Practice Principles, please specified the differences between the implementation and the principles: The regulations of the Company’s Sustainable Development Best Practice Principles are under consideration. | ||||
| VII. Other material information to help understand the efforts to promote sustainable development: None. |
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(VI) Climate-Related Information of TWSE/TPEx Listed Company
- Climate-related information implementation
| Item | Implementation | |||
|---|---|---|---|---|
| 1. Describe the board of directors’ and management’s oversight and governance of climate-related risks and opportunities. | The Chairman of the Company appoints a five-member Sustainable Development Team, with the President as the general convener. At least one meeting is convened per year to discuss the Company’s sustainable development goals from economic, social, and environmental aspects. Regarding climate change risks, energy efficiency, and environmental impacts that may be generated by the Company’s operations, the Sustainable Development Team plans to prepare annual sustainability reports periodically. The team also compiles the progress of climate-related issues for presentation to the Board of Directors. | |||
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | The identified climate risks and opportunities by the Company, and the impact of the item or transformation action on the Company’s business, strategy and finance are as follows: | |||
| Period | Transformation risks | Impacts | Countermeasures | |
| Short-term 1-3 years | Costs of low-carbon technology transformation increase | The adoption of lower carbon emission equipment to replace the high energy-consuming equipment has caused an increase in costs of upstream supply chain, an increase in technical costs, and thus the overall production costs increased, and the gross margin decreased. | Design the energy-saving production machinery and equipment, search for green supply chain to build high-efficiency and energy-saving equipment jointly, to replace high energy-consuming equipment and improve efficiency. | |
| Control over the total GHG and emission trading | The general temperature rise caused by climate change indirectly results in the heavier load of the air-conditioning equipment in the Company | During the company-wide maintenance, the need for replacement is also reviewed, and the replacement of old equipment is planned in advance to respond to the equipment with increasing carbon emissions and declining performance. | ||
| Changes in customer behavior | The effect of climate change impacts customers, causing subsequent defaults in credit. | The Company reviews customers’ accounts on a monthly basis to determine whether there are any irregularity, and if any, the Company will contact the customer directly by the salesperson at the end of the month to handle the matter. |
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| Item | Implementation | ||||
|---|---|---|---|---|---|
| Mid- and long-term 3-10 years | Changes in customer preferences | The production costs increase and the product costs increase relatively. Consumers began to purchase green products, and the old products are less consumed and thus the inventory costs increase. | Planning the product replace to continuously substitute the production lines, products and services with high carbon emissions, to reduce production inventory. | ||
| Concerns and negative feedbacks from stakeholders are increasing | The Company’s brand and reputation are affected, reducing consumers’ and the public’s trust in the Company, and thus affecting product sales and market share. | Strengthening the communication with and transparency to stakeholders, and respond to their concerns and feedbacks in a timely manner to establish a good relationship. Improving the operational practice and social responsibility as an enterprise, strengthening the risk management, and maintaining the reputation and long-term development of the enterprise. | |||
| Period | Physical risks | Impacts | Countermeasures | ||
| Immediacy | Typhoon, earthquake, flooding and other extreme weather events | Causing damage to infrastructure and equipment, affecting the working environment of workers, and the safety of commuting, leading to absence, and thus reducing production capacity and interrupting the supply chain. | The Company will actively formulate emergency plans and risk management strategies, including regular inspections and maintenance of infrastructure and information systems, while establishing a fast recovery and repair mechanism. | ||
| Long-term | Sea level elevation | Resulting in flooding and damage to the coastal cities, ports and communities, and the economic activities and infrastructure are directly threatened. The Company needs to adjust its operational methods and thus increase the cost and management burden. | Through the diversification of risks at production sites around the world and enhancing the resilience of local production and supply chains, the Company reduces the threats resulting from the impact on regional infrastructure. | ||
| Rising average temperature | High temperature will affect the working hours of workers on the site, and thus directly affect the production performance of products. | The Company will evaluate the more effective heat dissipation design for the plant in the high temperature environment at the production site, or improve the automated production performance to enhance the ability of workers to withstand high temperature and the stability of long-term |
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| Item | Implementation |
|---|---|
| ■ Extreme changes in the rainfall (water) and climate patterns | The operations of the Company’s business locations are affected, or the suppliers fail to deliver on time. |
| The potential financial impact of risks and opportunities and countermeasures | |
| Climate change issues | Issue category |
| Carbon fees | Policies and laws |
| ■ The Company is not a major carbon emitter. If the future regulations change, it may face the risk of rising operating costs. | 1. Assessing the adoption of internal carbon pricing as the shadow price, to incorporate the carbon cost into the investment evaluation, and increase the opportunities for the implementation of carbon reduction projects. |
| 2. Equipment replacement in plants, continuous process improvement, and enhanced energy efficiency | |
| 3. Describe the financial impact of extreme weather events and transformative actions. | |
| Impacts of extreme weather on the Company’s operations | Response strategy |
| Item | Implementation | |||
|---|---|---|---|---|
| The extreme weather increases the risk of water shortage, which in turn affects the operation of the factory’s production processes. | By flexibly deploying water resources, the water storage capacity of the raw water pools and industrial water pools in the factory is maximized, to reduce the impact of water shortage or reduced pressure on the factory’s production process. | Continue to maintain the raw water pools and industrial water pools in the factory, to reduce the risk of shutdown resulted from water shortage. | The Company continues to strengthen the maintenance of raw water pools and industrial water pools in the factory and assesses possible changes in operating costs due to the budget and expenditures of continuous facility maintenance | |
| Extreme weather may cause raw material supply issues that may disrupt the supply chain or affect production. | Considering the transportation risks in the supply chain, the bases less affected by climate factors are selected as the transportation hubs for raw material transportation. | Maintain the volume, capacity and stability of raw material supply, while ensuring the balance of supply chain transportation and transportation costs. | Assess the selection of a raw material transshipment base, whichmay increase operating costs. | |
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | In order to improve risk assessment and strengthen management functions, the Company established the Sustainable Development Team in 2023, responsible for identifying and managing the risks of corporate operations, including the physical and transformation risks that may be caused by climate change, and leading the planning of relevant countermeasures. The Sustainable Development Team conducts risk identification and analysis in seven major aspects: operations, finance, country, legal compliance, ESG, human resources, and information security, based on the business scope of each department. Using these risk identification results, each department plans its response strategies to integrate and manage risks potentially affecting operations and profitability. The results of climate risk assessments are incorporated in the current risk management system, and management tracks the implementation as planned. | |||
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | Climate change scenario analysis has not been conducted. | |||
| 6. If there is a transition plan for | The Company’s sustainable development team and the management actively evaluate various transition plans and carbon reduction measures, and will officially explain when there are specific goals. |
| Item | Implementation |
|---|---|
| managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. | |
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | Internal carbon pricing has not been implemented. |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. | I. Targets (The most recent three years) |
| 1. Conduct the organizational greenhouse gas inventory (including Scope 1 and Scope 2) according to the GHG Protocol standards. | |
| 2. Based on the national policy and target of the power emission factor set by the Ministry of Environment, where the power emission factor will reach the baseline of 0.319 kgCO2e/kwh by 2030, the Company has applied this target as the parameter for planning and estimating the future carbon reduction pathway. | |
| 3. Phase-out the old equipment for update, and the improvement plan for operating procedures. | |
| II. Implementation plan: | |
| 1. Conduct the organizational greenhouse gas inventory, and collect statistics on the carbon emissions from the organization. | |
| 2. Inspect internal equipment and propose improvement plans. |
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| Item | Implementation |
|---|---|
| 9. Table (I) | |
| Greenhouse Gas Inventory and Assurance Status | The Company’s plan complies with the Sustainable Development Roadmap for TWSE/TPEx Listed Companies, and it also plans to complete third-party assurance by the end of June 2026. Therefore, the emissions may be adjusted slightly. The information on the inventory is provided in the “Greenhouse Gas Inventory and Assurance Status”. |
| 10.GHG Reduction Targets, Strategies and Specific Action Plans. | Baseline year and target for greenhouse gas reduction: |
| In order to plan the greenhouse gas reduction strategy, the Company completed the inventory with the financial statements as the boundary in 2025. Therefore, the baseline year is 2025. The Scope 1 and 2 emissions are 1,192 tons/CO2e and 3,616 tons/CO2e, respectively. | |
| Note: The environmental protection and greenhouse gas data for 2025 are the Company’s self-calculated figures, and a third-party assurance agency is currently conducting assurance procedures. The final data are subject to the assurance report issued by the agency. | |
| GHG Reduction Strategies and Specific Action Plans: | |
| Based on the national policy and target of the power emission factor set by the Ministry of Environment, where the power emission factor will reach the baseline of 0.319 kgCO2e/kwh by 2030, this target is incorporated into the carbon reduction pathway planning as the estimation parameter. Based on the current industrial emission baseline, the current emissions the current emission factor; 2030 emissions are expected to align with the power emission factor of 0.319 kgCO2e/kwh by 2030. | |
| Since 2023, the organization’s greenhouse gas inventory has been conducted in accordance with the Sustainable Development Roadmap for TWSE/TPEx Listed Companies, and has obtained third-party verification. The Company is also planning to introduce the energy management system (ISO 50001), and continuously improve the management performance through monitoring, measurement, analysis, and response. | |
| Depending on needs, the Company plans climate change-related training to enhance employees’ environmental awareness and ensure compliance with the energy and environmental regulations. The Company also publicly discloses its energy and environmental/greenhouse gas management policies, and promotes energy and environmental concepts to related stakeholders step by step. |
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-
2024 Greenhouse Gas Inventory and Assurance Status
| Basic information of the company ☐ Capital of NT$10 billion or more, iron and steel industry, or cement industry ☐ Capital of NT$5 billion or more but less than NT$10 billion ☑ Capital of less than NT$5 billion | Minimum required disclosure under the Sustainable Development Roadmap for TWSE/TPEx Listed Companies: ☑ Inventory for parent company only ☐ Inventory for all consolidated entities ☑ Assurance for parent company only ☐ Assurance for all consolidated entities |
|---|---|
| Scope 1 | Total emissions (tons CO2e) |
| --- | --- |
| Parent company | 3,757.6051 |
| Subsidiary | |
| ...(Note 1) | |
| Total | 3,757.6051 |
| Scope 2 | Total emissions (tons CO2e) |
| Parent company | 4,346.2008 |
| Subsidiary | |
| ...(Note 1) | |
| Total | 4,346.2008 |
| Scope 3 | 7,747.4868 |
Note: As the Company did not obtain the full greenhouse gas assurance opinion of 2025 by the date of publication of the annual report, the full assurance information will be disclosed in the sustainability report and in the annual report of the next year.
(VII) Enforcement of business integrity, and deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies
| Assessment | Operations (Note) | Deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor | ||
|---|---|---|---|---|
| Yes | No | Brief description | ||
| I. Formulation of ethical management policies and plans | ||||
| (I) Has the Company formulated an ethical management policy approved by the board of directors and disclosed the policy and practice of ethical management in its regulations and public documents? Are the board of directors and the senior management committed to actively implementing the policy? | ☑ | (I) The Company formulated the Ethical Corporate Management Best Practice Principles and the Procedures for Ethical Management with reference to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and implemented them after they were approved by the Board of Directors. The above regulations clearly define the Company’s ethical corporate management policies and approaches, which are adopted in both internal management and external business activities. | (I) No material deviation is found. | |
| (II) Has the Company established an assessment mechanism for the risk of unethical conduct to regularly analyze and evaluate the business activities with a higher risk of unethical conduct within the business scope and formulated a prevention plan accordingly, at least covering the prevention measures for the acts under each subparagraph under Article 7, paragraph 2 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | ☑ | (II) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct" to clearly regulate and prohibit unethical conduct. The Administration Division regularly analyzes and assesses the risks of unethical conduct within the business scope, and assists the Board of Directors and management in reviewing and assessing the implementation of ethical corporate management, as well as whether the established preventive measures are operating effectively. | (II) No material deviation is found. | |
| (III) Has the Company clearly specified operating procedures, guidelines for conduct, and a violation punishment and complaint system in the unethical conduct prevention plan and duly implemented them? Does the Company regularly review and revise said plan? | ☑ | (III) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct," with a clear disciplinary and grievance system in place to specify the matters that the Company’s personnel should be aware of when conducting business, and are regularly reviewed for revision. | (III) No material deviation is found. |
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| II. Enforcement of business integrity
(I) Does the Company evaluate each counterparty’s records for ethics? Has the Company specified the terms of ethical conduct in each contract signed with each counterparty? | ✓ | (I) Before the Company establishes any business relationship with another party, it shall first assess the legality, the ethical management policies, and any record of unethical conducts of the counterparty. The employees of the Company, during the course of business, shall explain the Company’s ethical corporate management policy and related regulations, and explicitly reject any direct or indirect offering, promise, request or acceptance of improper benefits in any form or name. The personnel of the Company shall refrain from engaging in business transactions with counterparties involved in unethical practices. | (I) No material deviation is found. |
| --- | --- | --- | --- |
| (II) Has the Company established a dedicated (concurrent) unit under the board of directors to conduct ethical corporate management, regularly (at least once a year) report to the board of directors on its ethical management policies and prevention plans for unethical conduct, and supervise the implementation? | ✓ | (II) The Company has formed the "Working Group for Promoting Ethical Management" by the Administration Division, led by the Deputy Director of the Administration Division as the convener. Based on the functions and scope of each unit, the working group assists the Board of Directors and management in establishing and overseeing the implementation of ethical management policies and preventative measures to ensure the implementation of the Ethical Corporate Management Best Practice Principles. The dedicated unit reported its progress to the Board of Directors on March 10, 2026. The Company has implemented an ethical corporate management policy. The implementation status for 2025 is as follows:
A. Education and training
A total of 24 hours of promotional training for the Ethical Corporate Management Best Practice Principles and code of conduct required for the management and staff of all administrative sections. During the course, the case study method was employed to reinforce the concept and implementation of the three lines of defense, joint management, and prevention of unethical conduct.
B. Legal compliance communication
The theme for 2025 is "Implementation of Ethical Value,” and it consolidates key provisions from the Ethical Corporate Management Best Practice Principles. These are disseminated through the Legal Compliance unit to inform all employees of important considerations when carrying out their duties. | (II) No material deviation is found. |
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| (III) Has the Company formulated policies to prevent conflicts of interest, provided appropriate methods for stating one’s conflicts of interest, and implemented them appropriately? | ✓ | (III) When a director, managerial officer or other stakeholder of this Corporation attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting, that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall practice self-discipline and must not support one another in improper dealings. | (III) No material deviation is found. |
|---|---|---|---|
| (IV) Has the Company has established an effective accounting system and an internal control system for the implementation of ethical management and assigned the internal audit unit to formulate relevant audit plans based on the assessment results of the risk of unethical conduct and audit the compliance with the unethical conduct prevention plan accordingly or commissioned a CPA to perform such audits? | ✓ | (IV) 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, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans? including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage professionals to assist if necessary. | (IV) No material deviation is found. |
| (V) Does the Company regularly hold internal and external education and training on ethical management? | ✓ | (V) In 2025, the Company organized internal trainings related to ethical management (including courses on compliance with the Ethical Corporate Management Best Practice Principles) for 20 participants, totaling 20 hours. | (V) No material deviation is found. |
| III. Whistleblowing system | |||
| (I) Has the Company formulated a specific whistleblowing and reward system, established a convenient whistleblowing method, and assigned appropriate personnel to handle the party accused? | ✓ | (I) To establish a ethical and transparent company, the Company has established and publicly announced the independent whistleblowing e-mail: [email protected] for insiders and outsiders of the Company to report crimes, frauds, or any unlawful conducts to be accepted by the Company, and has designated dedicated personnel to handle reports on reports. | (I) No material deviation is found. |
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| (II) Has the Company formulated standard operating procedures for investigation of reported cases, the follow-up measures to be taken after the investigation is completed, and a confidentiality mechanism? | ✓ | (II) The Company has not yet established a procedure for handling whistle-blowing cases. In case of whistle-blowing, The responsible unit of this Corporation shall immediately start the investigation and, where necessary, with the assistance of the legal compliance or other related department. Personnel of this Corporation shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing. | (II) No material deviation is found. | |
|---|---|---|---|---|
| (III) Does the Company take measures to protect whistleblowers from being mistreated due to their whistleblowing behavior? | ✓ | (III) Personnel of this Corporation handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing. In 2025, the dedicated unit of the Company did not receive any internal or external reports of dishonest behavior or any improper behavior of corruption and violation of business ethics. | (III) No material deviation is found. | |
| IV. Enhanced information disclosure | ||||
| Has the Company disclosed its integrity principles and progress onto its website and MOPS? | ✓ | The Company discloses the Ethical Corporate Management Best Practice Principles on the Company’s website and MOPS. | No material deviation is found. | |
| V. If the Company has formulated its own Corporate Governance Best Practice Principles as per the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, please specify the difference between its operation and the principles: None. | ||||
| VI. Other information relevant to understanding the Company’s business integrity (e.g. reviews of business integrity principles): None. |
(VIII) Other important information material to the understanding of corporate governance within the Company: None.
(IX) Implementation of the Internal Control System
- Internal Control Statement
Chien Shing Stainless Steel Co., Ltd.
Internal Control System Statement
Date: March 10, 2026
Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during the year 2025:
I. We understand it is the responsibility of the Company’s management to have internal control system established, enforced, and maintained. The purpose is to provide reasonable assurance on the achievement of operating effectiveness and efficiency (including profits, performance, and assets safeguarding), reporting matters with reliability, timeliness, and transparency, and compliance with the relevant law and regulations.
II. Internal control policies are prone to limitations. No matter how robustly designed, effective internal control policies merely provide reasonable assurance to the achievements of the three goals above. Furthermore, environmental, and situational changes may affect the effectiveness of internal control policies. Nevertheless, the internal control system of the Company contains self-monitoring mechanisms, and corrective action is taken whenever a deficiency is identified.
III. The Company has based on the criteria of the internal control system effectiveness in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”) to determine the effectiveness of the internal control system design and implementation. The criteria introduced by “The Governing Principles” consisted of five major elements, each representing a different stage of internal control: 1. Control environment; 2. Risk evaluation and response; 3. Procedural control; 4. Information and communication; and 5. Supervision. Each element further contains several items. Please refer to the “Governing Rules” for the details of the said items.
IV. The Company has adopted the above judgment items of internal control system to assess the design and operating effectiveness of the internal control system.
V. Based on the findings of the evaluation, the Company believes that, as of December 31, 2025, its internal control system (including supervision and management of subsidiaries) as well as monitoring the achievement of its objectives concerning operational effectiveness and efficiency; reliability, timeliness and transparency of the reporting and compliance with applicable laws and regulations etc. were effective in design and operation, and reasonably assured the achievement of the above-mentioned objectives.
VI. The Declaration of Internal Control is the content of our annual report and prospectus for the information of the public. For any forgery and concealment of the aforementioned information to the public, we will be held responsible by law in accordance with Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.
VII. Hereby it is also stated that the declaration has been passed by board in the meeting held on March 10, 2026, with all seven attending directors affirming the content of the declaration, and zero of them expressed dissent.
Chien Shing Stainless Steel Co., Ltd.
Chairman: Fu-Chuan Wei Signature/Seal
President: Li-Yun Chiu Signature/Seal
-
If an accountant was entrusted to carry out the review of the internal control system, the accountant’s audit report shall be disclosed: None.
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(X) Material resolutions of a shareholders meeting or a Board of Directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
- Material resolutions and their implementation of a shareholders meeting:
| Date | Session | Material resolution | Implementation |
|---|---|---|---|
| 2025.06.04 | Shareholders’ Meeting | 1. Passed the motion for the Company’s 2024 business report and financial report. | |
| 2. Passed the motion for the Company’s 2024 loss allocation. | |||
| 3. Passed the amendments to certain provisions in the Company’s “Articles of Incorporation”. | |||
| 4. Approved the proposal for the by-election of 4 directors (including 1 independent director) | |||
| 5. Passed the release of the Company’s Directors from non-compete clauses. | Completed | ||
| Completed | |||
| Completed | |||
| Completed | |||
| Completed |
1-1. Material resolutions of the Board of Directors:
| Date | Session | Material resolution |
|---|---|---|
| 2025.03.14 | 1st board meeting | 1. Motion for the Company’s 2024 business report and financial report. |
| 2. Motion for the Company’s 2024 deficit compensation. | ||
| 3. Proposal to amend certain provisions in the Company’s “Articles of Incorporation”. | ||
| 4. Proposal of by-election for 4 directors (including 1 independent directors) | ||
| 5. Proposal for the nomination and review of candidates for four director seats (including one independent director) | ||
| 6. Release of the Company’s Directors from non-compete clauses. | ||
| 7. Proposal to convene the 2025 regular shareholders’ meeting and related matters. | ||
| 8. Proposal to sell an investment property. | ||
| 9. Motion for the Company’s 2024 internal control system statement. | ||
| 10. Motion for the appointment and independence evaluation of the Company’s attesting CPAs. | ||
| 11. Proposal to appoint a Vice President of Sales Division and the Chief of cold rolling plant of the Company. | ||
| 2025.04.10 | 2nd board meeting | 1. Release of the Company’s Directors from non-compete clauses. |
| 2025.05.09 | 3rd board meeting | 1. Motion for the Company’s financial report for 2025 Q1. |
| 2. Proposal for the Company to lease the property located at 2F-1, No. 271, Section 4, Ximen Road, Tainan City to a related party. | ||
| 2025.06.13 | 4th board meeting | 1. Proposal to appoint one member of the Remuneration Committee. |
| 2. Proposal to appoint the Company’s President. | ||
| 3. Proposal for the Board of Directors to appoint an honorary Chairman and business consultants. | ||
| 4. The Company has applied to the Tainan Branch of First Commercial Bank for a short-term business financing facility. | ||
| 2025.06.27 | 5th board meeting | 1. Proposal to dispose of an investment property. |
| 2025.08.11 | 6th board meeting | 1. Motion for the Company’s financial report for 2025 Q2. |
| 2. Proposal to amend the Company’s "Internal Control System" and "Rules of Internal Audit Implementation." |
| Date | Session | Material resolution |
|---|---|---|
| 3. Proposal for the completion of the Company's 2024 Sustainability Report preparation. 4. Proposal to dispose of an investment property. | ||
| 2025.09.02 | 7th board meeting | 1. Proposal for the Company to apply for a short-term business financing facility from the Tainan Branch of Union Commercial Bank. |
| 2025.09.12 | 8th board meeting | 1. Motion for reallocation for investment in TWSE/TPEx listed stocks. |
| 2025.11.11 | 9th board meeting | 1. Motion for the Company's financial report for 2025 Q3. 2. Proposal to amend the Company's "Internal Control System." 3. Proposal to amend Chapter 3, Regulations Governing Short-Term and Mid-Term Borrowings of the financing cycle regulations in Part 11 of the Company's Management Regulations. 4. Proposal to amend Chapter 8, Hierarchical Responsibility in Part 13 of the Company's Management Regulations. 5. Proposal to add Chapter 19, Chapter 28, and Chapter 29 to Part 13 "Others" of the Company's Management Regulations. 6. Proposal of intentional transactions with related parties. 7. Motion for the Company's 2026 audit plan. |
| 2025.12.26 | 10th board meeting | 1. Motion for various compensation and remuneration to be implemented by the Company in 2026. 2. Proposal to amend some chapters and clauses of the Company's "Internal Control System." 3. Proposal to engage the attesting accounting firm of the Company to provide the non-assurance services. 4. Proposal to amend the Company's "Regulations Governing the Pre-Approval for the Non-Assurance Services" provided by the attesting accounting firm. 5. Motion for the Company's 2026 operating plans. |
| 2026.03.10 | 1st board meeting | 1. Motion for the Company's 2025 business report and individual financial report. 2. Motion for the Company's 2025 deficit compensation. 3. Proposal to amend certain provisions in the Company's "Articles of Incorporation". 4. Proposed amendments to certain provisions of the Company's "Operational Procedures for Acquisition or Disposal of Assets". 5. Motion for the Company's 2025 internal control system declaration. 6. Motion for the appointment and evaluation of the Company's CPAs. 7. Proposal on the date, time, location, convening method, meeting procedures, and main agenda for the 2026 General Shareholders' Meeting, and related matters concerning the convening of the said meeting. 8. Proposal to apply for a comprehensive credit line from financial institutions. |
- A director or independent director has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration during the most recent fiscal year: None.
IV. Information on attesting CPA professional fees
Information on professional fees of CPAs Unit: NT$ Thousand
| Name of the accounting firm | Name of the CPA | Audit period | Audit fee | Non-audit fee | Total | Remark |
|---|---|---|---|---|---|---|
| Deloitte Taiwan | Hung-Ju Liao Chi-Chen Li | 2025.01.01~2025.12.31 | 1,850 | 280 Note 1 | 2,130 |
Note 1: Non-audit fees include a transfer pricing report of NT$250 thousand and a capital reduction declaration of NT$30 thousand.
(I) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any associate of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services: Not applicable.
(II) When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: Not applicable.
(III) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by ten percent or more, the amount, percentage and reason shall be disclosed: Not applicable.
V. Where the company's chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: None.
VI. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report
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Change in equity interests by a director, supervisor, managerial officer, or major shareholder
| Job Title | Name (Note 1) | 2025 | As of April 16 | ||
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held | Increase (decrease) in the number of shares pledged | Increase (decrease) in the number of shares held | Increase (decrease) in number of pledged shares | ||
| Representative of the corporate director concurrently serving as the Chairman | CHIA CHI SDRY ENTERPRISE CO., LTD. Representative: Fu-Chuan Wei | (2,572,511) (Note 2) | 0 | 0 | 0 |
| Director | Wei-Zheng Yang (Note 3) | 0 | 0 | 0 | 0 |
| Director | Chun-Lang Huang (Note 4) | 0 | 0 | 0 | 0 |
| Director | Bao Li Do Investment Co., Ltd. Representative: Shu-Fen Chang (Note 4) | 627,000 (Note 5) | 0 | 0 | 0 |
| Director | Bao Li Do Investment Co., Ltd. Representative: Ying-Chien Kuo (Note 4) | 627,000 (Note 5) | 0 | 0 | 0 |
| Independent Director | Meng-Han Yang | (39,437) (Note 2) | 0 | 0 | 0 |
| Independent Director | Chien-Cheng Wei (Note 3) | 0 | 0 | 0 | 0 |
| Independent Director | Yi-Hung Chen | 0 | 0 | 0 | 0 |
| Independent Director | Wen-Hsiung Dai (Note 4) | 0 | 0 | 0 | 0 |
Note 1: On June 4, 2025, 4 directors (including 1 independent director) were elected in a by-election
Note 2: This resulted from the Company's capital decrease and reissuance of new shares for exchange (base date for capital decrease and reissuance of new shares: February 11, 2025). Chia-Chi SDRY Enterprise's shareholding decreased by 2,572,511 shares, and Meng-Han Yang's shareholding decreased by 15,437 shares. Meng-Han Yang also sold 24,000 shares on February 14, 2025.
Note 3: Director Wei-Zheng Yang and Independent Director Chien-Cheng Wei resigned on June 3, 2025.
Note 4: Directors Chun-Lang Huang, Directors Shu-Fen Chang, and Directors Ying-Chien Kuo, and Independent Director Wen-Hsiung Dai assumed office on June 4, 2025.
Note 5: Polidu purchased 625,000 shares on the market in August, 1,000 shares in September, and 1,000 shares in November.
Information on transfer of equity interests
| Name (Note 1) | Reason for the transfer of equity interests (Note 2) | Transaction date | Transaction counterparty | Relationship between the counterparty and the company, directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares | Number of shares | Transaction price |
|---|---|---|---|---|---|---|
| Meng-Han Yang | Disposals | 2025/2/14 | Fubon Bank | None | 24,000 |
Note 1: Names of directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares are listed.
Note 2: Acquisition or disposal.
Information on equity pledges
| Name (Note 1) | Reason for change in pledge (Note 2) | Date of change | Transaction counterparty | Relationship between the counterparty and the company, directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares | No. of shares | Shareholding Ratio | Pledge Ratio | Pledge (redemption) amount |
|---|---|---|---|---|---|---|---|---|
| Chun-Lang Huang | Pledge | 2024/4/10 | Kaohsiung Bank | None | 3,070,424 | 2.17% | 1.78% |
Note 1: Names of directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares are listed.
Note 2: Pledge or redemption.
VII. Relationship information, if among the Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another
Top ten shareholders in terms of shareholding, and the relationship among each other
| Name (Note 1) | Shareholding | Shareholding by spouse or dependents | Total shareholding in the name of others | Disclosure of names and relationships between the top ten shareholders including spouses, second degree of kinship of another. (Note 3) | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| No. of shares | Shareholding Ratio (Note 2) | No. of shares | Shareholding Ratio (Note 2) | No. of shares | Shareholding Ratio (Note 2) | Title (or name) | Relations | ||
| CONCORD INTERNATIONAL SECURITIES CO., LTD | 16,252,475 | 9.41% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Wen-Tsu Wang | 0 | 0 | 0 | 0 | 0 | 0 | None | None | |
| Quintain Steel Co., LTD | 15,044,560 | 8.71% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Cheng-Tze Wang | 0 | 0 | 0 | 0 | 0 | 0 | None | None | |
| Shuo-Tang Yeh (deceased) | 12,310,275 | 7.13% | 2,933,752 | 1.70% | 0 | 0 | Chen-Pin Yeh | Spouse | |
| Tsu-Rong Dai | 9,458,722 | 5.48% | 1,687,417 | 0.98% | 335,000 | 0.19% | Chun-Che Yang | Spouse | |
| Asahi Enterprises Corp. | 6,497,631 | 3.76% | 0 | 0 | 0 | 0 | None | None |
- 94 -
| Representative: Chung-Hsien Chen | 0 | 0 | 0 | 0 | 0 | 0 | Quintain Steel Co., LTD
Asahi Enterprises Corp.
Chateau International
Development Co., Ltd.
Chateau International
Development Co., Ltd.
Chia Yuan Investment
Development Co., Ltd.
HSIN-SHIH TEXTILE
CO., LTD.
Kun Pao Enterprise Co.,
Ltd.
Wisdom Trading Co., Ltd.
Chen, Hsiao-Tung
Mi-Chuan Chen | Vice Chairman
Chairman
Vice Chairman
Director
Director
Supervisor
Chairman
First-degree
kinship
Second-degree
relatives | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Chien Shing Investment Co., Ltd. | 5,835,613 | 3.38% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Chen-Ping Yeh | 2,933,752 | 1.70% | 0 | 0 | 0 | 0 | Chien Shing Construction Co., Ltd. | Same chairman | |
| Chien Shing Construction Co., Ltd. | 5,661,970 | 3.28% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Chen-Ping Yeh | 2,933,752 | 1.70% | 0 | 0 | 0 | 0 | Chien Shing Investment Co., Ltd. | Same chairman | |
| Bao Li Do Investment Co., Ltd. | 4,296,296 | 2.49% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Mi-Chuan Chen | 0 | 0 | 0 | 0 | 0 | 0 | CONCORD INTERNATIONAL SECURITIES CO., LTD
Chateau International
Development Co., Ltd.
Chateau Rich Hotel Co.,
Ltd.
Asahi Enterprises Corp.
Chia Yuan Investment
Development Co., Ltd.
HSIN-SHIH TEXTILE
CO., LTD.
Chen, Hsiao-Tung
Chung-Hsien Chen | Vice Chairman
Director
Vice Chairman
Vice Chairman
Supervisor
Director
First-degree
kinship
Second-degree
relatives | |
| CHIA CHI SDRY ENTERPRISE CO., LTD. | 4,093,489 | 2.37% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Nien-Chen Hsueh | 0 | 0 | 0 | 0 | 0 | 0 | Kun Pao Enterprise Co., Ltd.
Quintain Investment and
Development Co., LTD
HSIN-SHIH TEXTILE
CO., LTD. | Chairman
Director
Supervisor | |
| Chateau Rich Hotel Co., Ltd. | 4,050,339 | 2.35% | 0 | 0 | 0 | 0 | None | None | |
| Representative: Chen, Hsiao-Tung | 0 | 0 | 0 | 0 | 0 | 0 | Chateau International Development Co., Ltd.
Chateau Rich Hotel Co., Ltd.
Asahi Enterprises Corp.
CHIA CHI SDRY ENTERPRISE CO., LTD.
Chung-Hsien Chen and Mi-Chuan Cheng | Chairman
Chairman
Director
Director
First-degree
kinship | |
Note 1: List the top 10 shareholders. If they are corporate shareholders, list both the titles of the corporate shareholders and their representatives separately.
Note 2: The calculation of the percentage of shareholding refers to the calculation of the percentage of shareholding in the name of themselves, spouse, minor children or others separately.
Note 3: The aforementioned shareholders for disclosure shall include corporate shareholders and natural persons, with the relations between the shareholders as required by the Criteria for the Compilation of Financial Statements by Securities Issuers.
VIII. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company
- 96 -
Three. Information on capital raising activities:
I. Capital and shares
(I) Source of capital stock:
| Year/month | Issue price | Authorized share capital | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| No. of shares | Amount | No. of shares | Amount | Source of capital stock | Paid in properties other than cash | Others | ||
| 1972.05 | 1,000 | - | - | 3,000 | 3,000,000 | Established by cash 3,000,000 | None | - |
| 1981.12 | 1,000 | - | - | 10,000 | 10,000,000 | Capital increase by cash 7,000,000 | None | - |
| 1984.12 | 1,000 | - | - | 30,000 | 30,000,000 | Capital increase by cash 30,000,000 | None | - |
| 1987.11 | 1,000 | - | - | 120,000 | 120,000,000 | Capital increase by cash 90,000,000 | None | - |
| 1988.08 | 10 | - | - | 19,800,000 | 198,000,000 | Capital increase by cash 78,000,000 | None | - |
| 1989.04 | 10 | 110,000,000 | 1,100,000,000 | 44,000,000 | 440,000,000 | Capital increase by cash 242,000,000 | None | Order Letter Tai-Cai-Zheng(78)(1) 00453 dated March 14, 1989 |
| 1990.03 | 10 | 110,000,000 | 1,100,000,000 | 110,000,000 | 1,100,000,000 | Capital increase by cash 660,000,000 | None | Order Letter Tai-Cai-Zheng(78)(1) 29798 dated December 8, 1989 |
| 1992.03 | 10 | 220,000,000 | 2,200,000,000 | 165,000,000 | 1,650,000,000 | Capital increase by cash 550,000,000 | None | Order Letter Tai-Cai-Zheng(80)(1) 03322 dated December 2, 1991 |
| 1996.01 | 10 | 220,000,000 | 2,200,000,000 | 220,000,000 | 2,200,000,000 | Surplus transferred to capital increase 165,000,000 Capital increase by cash 385,000,000 | None | Order Letter Tai-Cai-Zheng(84)(1) 61115 dated December 2, 1995 |
| 1996.09 | 10 | 300,000,000 | 3,000,000,000 | 242,000,000 | 2,420,000,000 | Surplus transferred to capital increase 220,000,000 | None | Order Letter Tai-Cai-Zheng(85)(1) 52109 dated August 23, 1996 |
| 1997.06 | 10 | 300,000,000 | 3,000,000,000 | 266,200,000 | 2,662,000,000 | Surplus transferred to capital increase 242,000,000 | None | Order Letter Tai-Cai-Zheng(86)(1) 40863 dated May 21, 1997 |
| 1998.06 | 10 | 300,000,000 | 3,000,000,000 | 292,820,000 | 2,928,200,000 | Surplus transferred to capital increase 153,100,000 Capital reserve transferred to capital increase 153,100,000 | None | Order Letter Tai-Cai-Zheng(87)(1) 42752 dated May 15, 1998 |
| 1999.08 | 10 | 307,461,000 | 3,074,610,000 | 307,461,000 | 3,074,610,000 | Capital reserve transferred to capital increase 146,410,000 | None | Order Letter Tai-Cai-Zheng(88)(1) 56190 dated June 17, 1999 |
| 2000.08 | 10 | 322,834,050 | 3,228,340,500 | 322,834,050 | 3,228,340,500 | Surplus transferred to capital increase 92,239,000 Capital reserve transferred to capital increase 61,492,000 | None | Order Letter Tai-Cai-Zheng(89)(1) 58939 dated July 7, 2000 |
| 2004.06 | 10 | 378,800,000 | 3,788,000,000 | 322,834,050 | 3,228,340,500 | - | - | Order Letter Jing-Shou-Shang-Zi 09301110010 dated June 30, 2004 |
| 2018.01 | 10 | 378,800,000 | 3,788,000,000 | 281,167,262 | 2,811,672,620 | Consolidation of capital reduction and cancellation of treasury stock | None | Order Letter Jing-Shou-Shang-Zi 10601170400 dated January 4, 2018 |
| 2022.06 | 10 | 500,000,000 | 5,000,000,000 | 281,167,262 | 2,811,672,620 | - | - | Order Letter Jing-Shou-Shang-Zi 11101114880 dated June 28, 2022 |
| 2024.12 | 10 | 500,000,000 | 5,000,000,000 | 172,660,536 | 1,726,605,360 | Capital reduction to offset accumulated deficits | - | December 26, 2024 Order Letter Jing-Shou-Shang-Zi 11330217720 dated December 26, 2024 |
- Type of shares:
2024.04.16
Unit: Shares
| Type of shares | Authorized share capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares | Unissued shares | Total | ||
| Ordinary shares | 172,660,536 | 327,339,464 | 500,000,000 | Listed stock |
- Approval granted to offer and issue securities by shelf registration: None.
(II) List of major shareholders
Unit: Shares
| Shares
Name of major shareholder | Number of shares held | Shareholding percentage (%) |
| --- | --- | --- |
| Representative of CONCORD INTERNATIONAL SECURITIES CO., LTD.: WANG, WEN-CHU | 16,252,475 | 9.41% |
| Representative of Quintain Steel Co., LTD.: Wang, Chen-Tse | 15,044,560 | 8.71% |
| Shuo-Tang Yeh | 12,310,275 | 7.13% |
| Tsu-Rong Dai | 9,458,722 | 5.48% |
| Representative of Asahi Enterprises Corp.: Chen, Chong-Hsien | 6,497,631 | 3.76% |
| Chien Shing Investment Co., Ltd, Representative: Yeh-Chen, Ping | 5,835,613 | 3.38% |
| Chien Shing Construction Co., Ltd, Representative: Yeh-Chen, Ping | 5,661,970 | 3.28% |
| Representative of Bao Li Do Investment Co., Ltd.: Mi-Chuan Chen | 4,296,296 | 2.49% |
| Representative of Chia Chi Sdry Enterprise Co., Ltd.: Nien-Chen Hsueh | 4,093,489 | 2.37% |
| Representative of Chateau Fullton Hotel Share Co., Ltd.: Chen, Hsieh-Tung | 4,050,339 | 2.35% |
Note: As there are less than 10 shareholders holding more than 5% of the shares, the list of top 10 shareholders is disclosed.
(III) The company's dividend policy and implementation thereof:
- The company's dividend policy:
Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any surpluses remaining will be added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution.
The Company shall devise earnings appropriation plans for the amount of distributable earnings calculated above after taking into consideration prospects of the economic environment, future capital requirements, long-term financial plans, and shareholders' needs for cash inflow, and present the proposal for resolution at shareholder meeting. At least 10% of total shareholders' dividends shall be paid in cash, but the Company may choose to pay dividends in shares instead if cash dividends amount to less than NT$0.5 per share.
-
Dividend distribution proposed on the most recent shareholders' meeting: The shareholders' meeting proposed not to distribute dividends.
-
98 -
(IV) Effect upon business performance and earnings per share of any distribution of bonus shares proposed or adopted at the most recent shareholders' meeting:
Not applicable as the shareholders' meeting did not resolve any distribution of bonus shares.
(V) Profit-sharing compensation of employees, directors, and supervisors:
1. Percentages or extent of the remunerations to employees, directors and supervisors specified in the Articles of Incorporation: If the Company makes a profit in a year, 2% - 3% of the profit shall be provided as remuneration to employees (including no less than 1% as remuneration to non-executive employees) and no more than 1% as remuneration to directors as required by laws. However, if the Company has accumulated losses, the amount for offsetting shall be reserved in advance.
The remuneration to employees and the remuneration to non-executive employees in the preceding paragraph may be paid in the form of stock or cash, and the recipients of payment may include employees of the controlling or subordinate companies who meet certain criteria, and directors can be only paid in cash.
The preceding two paragraphs shall be implemented by a special resolution of the Board of Directors, and shall be reported to the shareholders' meeting.
-
The basis for estimating the amount of employee, director, and supervisor remuneration, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: No distribution of remuneration to employees, directors, or supervisors.
-
Information on the proposed distribution of remuneration passed by the Board of Directors:
(1) Remuneration to employees, directors and supervisors is distributed in cash or shares. If there is a difference between the estimates in the year in which the expense is recognized, the amount, the reason and the treatment for the difference shall be disclosed: No distribution of remuneration to employees, directors, or supervisors.
(2) The amount of any employee remuneration distributed in stock, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration: No distribution of remuneration to employees, directors, or supervisors. -
The actual distribution of employee, director, and supervisor compensation from the earnings of the previous fiscal year (with an indication of the number of shares, amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is to be treated: No distribution was made
(VI) Status of the Company repurchasing its own shares: None.
II. The Company's handling of corporate bonds: None.
III. The Company's preferred stocks: None.
IV. Global Depository Receipts: None.
V. The status of issue and private placement of employee stock warrants: None.
VI. The status of new restricted employee shares: None.
- 99 -
VII. New shares issued upon merger or acquisition or acquisition of another company's shares: None.
VIII. Matters to be recorded regarding the capital allocation plan: None.
- 100 -
Four. Operation Overview
I. Business activities
(I) Business activities:
-
Principal business activities:
(1) CA01010 Iron and Steel Smelt
(2) CA01020 Iron and Steel Rolling and Extruding
(3) CA01050 Steel Secondary Processing
(4) CA02990 Other Metal Products Manufacturing
(5) CB01010 Mechanical Equipment Manufacturing
(6) CC01080 Electronics Components Manufacturing
(7) CO01010 Tableware Manufacturing
(8) F113010 Wholesale of Machinery
(9) F199990 Other Wholesale Trade
(10) F401010 International Trade
(11) H701010 Housing and Building Development and Rental
(12) H701030 Funeral Places Lease Construction and Development
(13) H701040 Specific Area Development
(14) B201010 Mining of Metal Ores
(15) F115020 Wholesale of Ores
(16) CA01090 Aluminum Casting
(17) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(18) CC01090 Manufacture of Batteries and Accumulators
(19) CD01030 Motor Vehicles and Parts Manufacturing
(20) CD01040 Motorcycles and Parts Manufacturing
(21) CD01050 Bicycles and Parts Manufacturing
(22) CD01990 Other Transport Equipment and Parts Manufacturing
(23) CQ01010 Mold and Die Manufacturing
(24) E603050 Automatic Control Equipment Engineering
(25) E603100 Electric Welding Engineering
(26) E604010 Machinery Installation
(27) E605010 Computer Equipment Installation
(28) JA02020 Motorcycle Repair
(29) JA02030 Bicycle Repair
(30) C901040 Manufacture of Ready-mix Concrete
(31) C901050 Cement and Concrete Products Manufacturing
(32) C901990 Other Non-Metallic Mineral Products Manufacturing
(33) J101080 Resource Recycling
(34) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. -
101 -
- Main products and weight:
| Product/year | 2024 | 2025 |
|---|---|---|
| 300 series | 100.00% | 98.92% |
| Others | 0% | 1.08% |
| Total | 100.00% | 100.00% |
(II) Industry overview
- Current and future industry prospects:
Steel is the foundation of a nation's industries; the material is critical for industrial development, and serves as a main driver for downstream industries, structural improvements, and growth of the overall economy. Specialized steel is especially useful for the development of high value-adding and technology-intensive industries in advanced nations; it is used extensively and has profound effect in industries such as machinery, electromechanical parts, auto industry, and electrical hand tools, making it an essential material for industry upgrade. The more advanced a nation's industries are, the higher volume of specialized steel is used. Taiwan's demand for stainless steel will increase given the ongoing upgrade of its industries, and there is still tremendous room for growth compared to other industrialized nations; meanwhile, demand for stainless steel among consumers is also rising due to improved living standards.
In today's society, stainless steel has been widely used in various fields of life. With the continuous improvement of people's living standards, more than 80% of the use of stainless steel materials is for people's livelihood. It can be seen of the importance of the stainless steel industry in our daily lives, which is closely related.
Stainless steel offers a number of advantages including appearance and high resistance against corrosion and heat that make it widely useful in chemical industries such as acid-making, paper-making, dyeing etc., as well as mechanical engineering, construction, electrical engineering, aerospace, arms, railroad, automobile, ship-making, household appliance, dining/kitchen utensil, construction, and renovation.
The main distinction between stainless steel and ordinary carbon steel is that the former has chromium and nickel added to it, making it resistant against rust and acid/alkaline corrosion when exposed to air. Stainless steel materials can be broadly classified between 300 series and 400 series, whereas product characteristics and uses are mainly distinguished between sheet and tube. Sheet materials emphasize more on surface treatment, and are used in applications that require flawless, steel-based exterior such as building decoration, chemical container, and household appliance; tube materials, on the other hand, demand less on surface treatment and emphasize more on material quality and chemical composition as they directly affect weld quality.
The domestic stainless steel industry has gradually developed since the 1980s in Taiwan. In the 1990s, as major companies completed integrated production lines for steel-making, hot rolling, and cold rolling, the production capacity rapidly expanded. The industry shifted from reliance on imports to self-sufficient supply and actively expanded into export markets.
In recent years, the international stainless steel market has been impacted by the concentration of upstream nickel resources and the expansion of regional production capacity. This has been particularly evident since the formation of integrated, low-cost steel-making and cold-rolling systems in Indonesian nickel mining areas, leading to a significant shift in the global supply structure and increasingly intense market competition. The release of low-cost capacity becomes a downward pressure on prices
- 102 -
in Asia and the world. The industry competition has been gradually shifting from a focus on scale to cost control, product differentiation, and market segmentation. Under such market conditions, domestic companies are not only strengthening cost management but also developing high-value-added products, niche specifications, and customized services to improve their competitiveness and operational stability.
- Association between upstream, midstream, and downstream industry participants:
The Company operates in the midstream and upstream. It processes hot-rolled stainless steel coils through main production lines to produce 300 series cold-rolled stainless steel coils. China Steel, Yieh United, Tang Eng, and Walsin Lihwa are currently the main suppliers of hot-rolled stainless steel in Taiwan. High versatility makes stainless steel an essential material for light and heavy industries from metal hardware, construction, chemical engineering, food, mechanical engineering, to home appliance.
Association of Taiwan's stainless steel industry is depicted in the following figure:

- Product trends:
With the advancement of industrial technology and the diversification of end-market demand, stainless steel products have been gradually evolving toward higher quality, improved performance, and greater specialization. In addition to traditional construction, transportation, and household equipment applications, stainless steel is also increasingly used in energy equipment, the chemical industry, food processing, and medical devices. The market demands better materials in terms of corrosion resistance, strength, and workability, driving the continued development of stainless steel products toward higher-value-added and special-purpose steel types. For example, the use of steel alloys containing elements such as molybdenum in highly corrosive environments and in specialized industrial equipment is gradually increasing.
Overall, with advancements in manufacturing technology and improved product quality, the applications of stainless steel continue to broaden. The future product development will focus on enhancing performance, satisfying industry demands, and increasing product added value.
- Competition:
Currently, the main domestic producers of cold-rolled stainless steel coils include Tang Eng, Yieh United, Chin Shing, Tung Mung, and Walsin. Yieh United has an capacity exceeding one million metric tons annually, giving it a competitive edge in both scale and market supply.
In the international market, the Tsingshan Group has established facilities in the nickel mining areas in Indonesia, close to raw material sources, for vertically integrating raw material sourcing, smelting, and stainless steel production. This provides significant cost and scale advantages, creating strong competitive pressure on global stainless steel prices.
- 103 -
In the face of intensifying competition from domestic and foreign peers, the Company will continuously strengthen its raw material procurement strategy, diversifying supply sources to mitigate the risk of raw material price fluctuations. Meanwhile, the Company will refine process management and product quality to enhance production efficiency and product competitiveness. The Company will also actively develop new customers and deepen relationships with existing clients, expand marketing channels, and strengthen its market presence to enhance overall operational resilience.
(III) Technological research and development:
- R&D expenses made in the current year up until the publication date of annual report: None.
- Future R&D plans:
Through the research of the internal R&D team, the Company is committed to improving the stability of quality and reducing the defective rate. Meanwhile, for the real-time responding system of the process quality, as well as the issues related to online monitoring, labor-saving and automation of production and maintenance, the specific and feasible solutions are proposed, seeking refinement for the R&D of the future process improvement
(IV) Long- and short-term business development plans:
| Business development | Short-term plan | Medium and long-term plans |
|---|---|---|
| Product aspect | Make ongoing improvements to product quality and production efficiency; reduce costs and enhance competitiveness. | Monitor changes in market demand, explore new customer sources, and meet market demand. |
| Customer, market, and sales aspects | 1. Being customer-oriented, and developing adequate understanding of customers’ needs, building productive interaction with customers, gaining control over distribution network, and exploring business opportunities. | |
| 2. Secure market share in domestic sales and continue growing export sales. | 1. Strive to expand the market share of export market. | |
| 2. Aim to decrease production cost, and thereby raising competitiveness and sharing profits with midstream and downstream customers. |
II. Market, production, and sales overview
(I) Market analysis:
- Locations where products are mainly sold:
The Company mainly purchases hot-rolled stainless steel coils and has them processed through main production lines to produce 300 series cold-rolled stainless steel coils. Products are then sold to the downstream for cutting or tubing. The Company currently has 100% domestic sales.
Locations where products are mainly sold in the last two years
Unit: NT$ thousand
| Year
Location | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | Amount | % | Amount | % |
| Domestic sales | 1,047,234 | 99.00 | 818,724 | 100.00 |
| Export sales | 11,092 | 1.00% | 0 | 0 |
| Total | 1,058,326 | 100.00 | 818,724 | 100.00 |
- Market sales:
Currently, the main domestic cold-rolled stainless steelsuppliers include Tang Eng, Yieh United, Tung Mung, and Walsin. The market competition is stable and the supply structure is concentrated. The Company continues to cultivate the domestic market and flexibly adjust sales strategies based on the customer industries and specific needs.
In recent years, sales in the domestic market have fluctuated due to the overall economic environment and cycles in the stainless steel industry. On average, the Company has sold 1,000 to 1,500 tons of products in the domestic market each month over the past few years. Actual shipments vary depending on the market supply and demand and customer inventory levels.
In the future, the Company will continue to enhance product differentiation and customer relationship management while also carefully managing inventory and production capacity to ensure stable operations and maintain market competitiveness.
- Future market supply, demand, and growth:
Due to its good corrosion resistance, high strength, and recyclability, stainless steel has long been an important basic material in industries such as construction, public infrastructure, transportation, and industrial equipment. With the continuous growth of the global population, increasing urbanization, and sustained infrastructure investment needs worldwide, stainless steel continues to see steady demand in construction and industrial applications.
However, the supply and demand in the global stainless steel market remains subject to fluctuations in the international economic climate, raw material prices, and regional production capacity. The cyclical variations are likely in the short term. Overall, the mid- and long-term stainless steel market still has room for development, driven by industrial equipment upgrades, infrastructure investment, and the gradual growth of demand in emerging markets.
- Competitive advantage:
Since the establishment of the plant, the Company has continuously invested in the R&D of cold rolling technology and equipment optimization, building a complete and self-sufficient production technology system, cultivating a professional local technical team, and enhancing technological independence and process integration capabilities. Effective improvement of product quality stability and production efficiency will be achieved through the continuous refinement of process management, with the goal of reducing unit costs.
In terms of capacity deployment, the Company has completed the installation of key equipment, including a pickling annealing line and a 20-hi cold rolling mill, establishing comprehensive processing capabilities and product specification flexibility. This allows for adjustments to the thickness, surface finish, and processing conditions based on customer requirements, enhancing order flexibility and customization options. By increasing the utilization rate of public facilities and related
- 105 -
supporting production lines, we can leverage economies of scale and further enhance cost control capabilities.
In response to the scale of competition created by large international steel mills integrating their upstream raw material supply chains, the Company diversifies its raw material sources and adopts a flexible procurement strategy to reduce reliance on single suppliers and mitigate the risk of raw material price volatility. Meanwhile, the Company will enhance its product quality stability and delivery time management to establish a competitive advantage. In addition, the Company maintains long-term and stable partnerships with downstream customers, enhancing customer loyalty and deepening collaboration through real-time services and technical support, thereby strengthening the operational structure's stability and resilience.
- Future opportunities, threats, and response strategies:
(1) Opportunities:
a Automated production, refined employee base, and strong productivity.
b We will continue to optimize our process technology and quality management system to improve product consistency and stability, thereby strengthening customer trust and market competitiveness.
(2) Threats:
Oversupply and intensifying competition of stainless steel.
(3) Response strategies:
a Explore export markets outside China to diversify sales, and reduce impact of capacity expansion on the Company.
b Promote systematic management, digitalization, and modernization for enhanced management efficiency.
c Escalate research and development efforts for reduced production cost, enhanced production efficiency, and improved production process, quality, technological standards, and corporate competitiveness.
(II) Main product applications and production processes:
- Main product applications: 304 series
Building facade, beer keg, grain processing equipment, cryo tube, acid-making equipment, nuclear reactor dome, sprinkler, awning, liquid nitrogen/fluorine/nitrogen container, carbonated drink mixer, distilling tube etc.
- Production process of main products:

(III) Supply of main materials:
Hot-rolled stainless steel coils are the main raw materials used by the Company. These materials were sourced from domestic and foreign suppliers in Taiwan and Indonesia in 2025. The Company has developed productive and stable relationship with raw material suppliers; overall, the Company foresees no shortage of raw material in the future.
(IV) A list of any suppliers and clients accounting for 10 percent or more of the company’s total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each
- List of major procurement customers:
Information on major suppliers in the most recent 2 fiscal years
Unit: NT$ Thousand
| 2025 | 2024 | As of the previous quarter of 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Title | Amount | Ratio to net annual purchase (%) | Relation to the issuer | Title | Amount | Ratio to net annual purchase (%) | Relation to the issuer | Title | Amount | Ratio to net procurement in current year to the end of the previous quarter (%) | Relation to the issuer |
| 1 | i | 391,688 | 32.46 | None | UNI G METAL CO., LTD. | 415,497 | 35.58 | None | i | 120,675 | 42.92 | None |
| 2 | UNI G METAL CO., LTD. | 293,263 | 24.30 | None | e | 289,505 | 24.79 | None | j | 77,486 | 27.56 | None |
| 3 | j | 180,015 | 14.92 | None | f | 239,845 | 20.54 | None | f | 55,301 | 19.67 | None |
| 4 | k | 158,788 | 13.16 | None | g | 178,810 | 15.31 | None | Others | 27,718 | 9.85 | None |
| 5 | Others | 183,078 | 15.16 | None | Others | 44,162 | 3.78 | None | ||||
| Net procurement | 1,206,832 | 100.00 | Net procurement | 1,167,819 | 100.00 | Net procurement | 281,180 | 100.00 |
Reason for the change: Mainly due to the Company’s operational needs.
- List of major sales customers:
Major sales customers in the most recent 2 fiscal years
Unit: NT$ Thousand
| 2025 | 2024 | As of the previous quarter of 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Title | Amount | Ratio to net annual sales (%) | Relation to the issuer | Title | Amount | Ratio to net annual sales (%) | Relation to the issuer | Title | Amount | Ratio to net sales in current year to the end of the previous quarter (%) | Relation to the issuer |
| 1 | D | 132,248 | 16.15 | None | A | 264,112 | 24.96 | None | D | 117,810 | 31.10 | None |
| 2 | C | 109,149 | 13.33 | None | B | 248,589 | 23.49 | None | E | 78,755 | 20.79 | None |
| 3 | E | 100,164 | 12.23 | None | C | 170,181 | 16.08 | None | B | 63,426 | 16.74 | None |
| 4 | Others | 477,163 | 58.29 | None | Others | 375,444 | 35.47 | F | 41,666 | 11.00 | None | |
| 5 | Others | 77,130 | 20.37 | None | ||||||||
| Net sales | 818,724 | 100.00 | Net sales | 1,058,326 | 100.00 | Net sales | 378,787 | 100.00 |
Reason for the change: Mainly due to the increase in customer demand.
III. The number of employees employed for the most recent two fiscal years, up to the date of publication of the annual report, their average years of service, average age, and education distribution ratio
March 31, 2026
| Year | 2025 | 2024 | As of March 31 | |
|---|---|---|---|---|
| Number of employees | Direct employee | 42 | 32 | 37 |
| Indirect employee | 12 | 20 | 12 | |
| Management | 23 | 26 | 23 | |
| Total | 77 | 78 | 72 | |
| Average age | 46.39 | 45.80 | 46.47 | |
| Average years of service | 9.57 | 9.24 | 8.81 | |
| Education level distribution ratio (%) | Doctor | - | - | - |
| Master | 2.60% | 1.28% | 2.78% | |
| College | 53.25% | 57.69% | 55.56% | |
| Senior high school | 33.77% | 35.90% | 33.33% | |
| Below senior high school | 10.39% | 5.13% | 8.33% |
IV. Contribution to environmental protection
(I) Losses (compensations) and fines incurred due to pollution of environment in the last year up until the publication date of annual report:
| Item | 2025 | As of March 31, 2026 |
|---|---|---|
| Pollution (category and severity) | None | None |
| Claimant or penalty issuer | None | None |
| Amount of compensation or penalty | None | None |
| Other losses | None | None |
(II) Future response strategies (including improvement measures) and possible expenses (including possible losses due to absence of response strategy, estimated amount of penalties and compensations etc.):
- Proposed improvement plans:
(1) Waste:
a Change of Waste Disposal Plan depending on the state of waste produced in plant.
b Monthly reporting of waste produced, stored, cleared, and treated in plant.
c Storage of waste in accordance with rules, and thereby preventing pollution to the environment.
-
Possible expenses: NT$1 million
-
Possible losses due to absence of response strategy, and estimated amount of penalties and compensations: None.
-
108 -
V. Labor-management relations
(I) Availability and execution of employee welfare, education, training, and retirement policies; elaborate on the agreements between employers and employees, and protection of employees' rights:
-
All employees of the Company are covered by Labor Insurance, National Health Insurance, and group insurance. Benefits on childbirth, injury, healthcare, retirement, and death are paid according to Labor Insurance Act, National Health Insurance Act, and Labor Standards Act.
-
The Company has an Employee Welfare Committee in place to oversee matters concerning employee welfare. In addition to organizing unscheduled activities, the Company also offers regular benefits such as: domestic trip, festive cash/gift, birthday cash, and wedding/funeral/celebration/condolence cash.
-
The Company organizes internal training courses on a department-by-department basis and assigns employees to undergo external training from time to time to help employees develop professional character and competitive advantage.
-
Implementation of the retirement system:
The Company has established employee retirement policy as part of its management regulations. All permanent employees are entitled to pension benefits upon retirement that are calculated based on years of service and 6-month average salary at the time of retirement. The Company makes contributions totaling 2% of employees' monthly salary into a pension fund account maintained with Bank of Taiwan according to "Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds." Starting from July 1, 2005, a defined contribution plan was introduced under the "Labor Pension Act" and applied to all local employees. For the new scheme, the Company contributes an amount no less than 6% of employees' monthly salary to their individual accounts held with the Bureau of Labor Insurance.
- Enforcement of labor agreements and employee rights:
The Company has always valued employees' benefits, and strives to provide a satisfying work environment and engage employees in two-way communication to promote harmonic employment relations.
- Employee behavior or ethics guidelines:
The Company has implemented the following rules to provide employees with a better understanding about work duties and ethics:
(1) Organization and responsibilities: Outline the function and responsibilities of each department.
(2) Work rules: Outline work hours, attendance requirements, reward and disciplinary actions, Leave of Absence Policy, and Employee Performance Evaluation Policy.
(3) Employee Work Ethics Guidelines.
(II) Losses as a result of employment dispute in the last year up until the publication date of annual report: None.
(III) Existing and possible losses arising as a result of employment dispute, and response measures:
The Company currently does not have a union, but it values employees' welfare, provides them with a satisfying work environment, and engages them in two-way communication to maintain harmonic relations. The Company also has work rules implemented according to regulations to introduce reasonable standards on salary, work hours, leave of absence, and retirement. Due to proper training and robust measures on safety and health, the Company encountered no major employment dispute to date, and considers it extremely unlikely to incur losses on employment dispute in the future.
(IV) Work environment and protection of employees' safety:
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The Company makes annual safety and health plans and duly enforces them to continually improve workplace health and safety. The Company has assembled a Worker Safety and Health Committee to improve on work safety issues. The committee convenes meetings once per quarter or on an ad-hoc basis. Work safety issues are discussed during management meetings held every Monday, and the Company has a work safety unit that publishes newsletters regularly or on an ad-hoc basis to convey work safety message.
- Key safety and health management tasks
(1) Labeling and communication of dangerous and harmful materials
a. Daily inspections shall be conducted using the designated chemical equipment operation checklist.
b. The Company is involved in chemical operations; operators in each shift are certified to handle special chemical substances, and are re-trained once every 3 years according to policy.
c. Substance safety data sheets are placed at locations that accessible to operators, and updated regularly or on an ad-hoc basis.
d. Each unit conducts its own checks on chemical pipe flow and valve switch labeling.
e. Protective gears are assigned to the units in need and placed under the custody of individual users.
f. A 3-hour hazard training is held in December each year; below is the course program:
(a) Code of conduct for handling special chemical substances. (b) Operating procedures for handling special chemical substances. (c) Special chemical training.
g. Leakage alarms are placed near workplaces that involve chemicals.
h. First-aid kits are placed near workplaces that involve chemicals.
i. Emergency sprinklers are inspected on a monthly basis.
j. Rules on tank car unloading, tank labeling, tank car parking zone, and tire stoppers have been implemented.
k. A hazardous substances list has been created.
(2) The Company takes samples and conducts tests on the following hazardous workplaces once every six months:
a. Workplaces that involve special chemicals. b. Workplaces of strong dust. c. Workplaces of high noise. d. Workplaces of high heat.
(3) Subcontractor management:
a. The Company has implemented Subcontractor Safety and Health Work Rules. b. Hazard advices and safety advices are produced.
(4) The Company has implemented Employee Safety and Health Code of Conduct.
(5) Safety and health training.
a. New recruits are subjected to worker safety and health training.
b. Existing employees are subjected to the following on-job training:
(a) On-job training on boilers.
(b) On-job training for special chemical substances managers.
(c) On-job training on cranes.
(d) On-job training for first-aid personnel, re-trained once every 3 years.
(e) On-job training for forklift operator, re-trained once every 3 years.
(f) On-job training for safety and health officer, re-trained once every 3 years.
(g) On-job training for Class A safety and health officer, re-trained once every 3 years.
(6) Management of personal protection gear.
a. A registry of protective gears has been created.
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b Notes on use of protective gear have been established.
(7) Health checkup, health management, and health promotion activities are carried out in August each year.
(8) Emergency response measures are implemented in June and December each year. Training of the internal fire safety team is held at the end of June and December each year.
(9) Data on occupational hazards, close calls, and events that affect physical or mental health is analyzed.
a Accidental injury report forms are filed for every injury occurred.
b Occupational hazard statistics is analyzed on a yearly basis.
(10) Other safety and health measures.
a Notes on coil steel and retaining walls have been established.
b Notes on forklift operations have been established as part of the safety and health code of conduct.
c Notes on crane operations have been established as part of the safety and health code of conduct.
d Notes on earthquake have been established.
e Notes on prevention of pneumoconiosis have been established.
f Prevention of noise hazard has been established as part of the safety and health code of conduct.
g Test reports on high pressure equipment is prepared on a yearly basis.
- Worker and mechanical equipment audit
(1) Mechanical equipment management.
a Dangerous machinery: All cranes are certified and inspected on a monthly basis, whereas operators are certified and re-trained once every 3 years.
b Dangerous equipment: All boilers are certified and inspected on a monthly basis, whereas operators are certified and re-trained once every 3 years.
(2) Regular inspection, special inspection, operational inspection, and on-site inspection:
a Monthly inspections:
(a) Crane inspection sheet.
(b) Cable inspection sheet.
(c) Boiler inspection sheet.
(d) Generator inspection sheet.
(e) Gas pipe inspection sheet.
(f) Air compressor inspection sheet.
b Daily inspections:
(a) Special chemical pre-operation inspection sheet.
(b) Forklift inspection sheet.
(c) Crane inspection sheet.
c The work safety unit inspects for defect on a regular and ad-hoc basis, and raises defect on-site or during manager meetings.
d The work safety unit communicates with employees on work safety issues on a regular or ad-hoc basis through the use of work safety newsletters.
The Company adopts Management by Walking Around as a way to manage safety and health, and to raise employees' work safety awareness for the prevention of future accidents.
VI. Cyber security management
(I) Cyber security management strategy:
1. Cyber safety polices
a Corporate security management strategy and framework
In order to effectively implement information security management, the Corporate Information Security Organization applies the management cycle mechanism of Plan-Do-Check-Act (PDCA) to review the applicability and protection measures of information security policies.
In the "Plan Phase," the necessary Information Security Management System (ISMS) is established depending on the Company's needs, to reduce the threat of corporate information security from the system, technical and procedural aspects, and establishes the highest-spec confidential information protection services meeting customer need.
During the "Do Phase," the multi-layer information security safeguard is built, continuously introducing innovative technologies of information security defense, and integrating and internalizing the information security control and management mechanism into the daily operation processes such as soft- and hardware operation and maintenance, and supplier information security management. The information security is systematically monitored, to maintain the confidentiality, integrity and availability of the Company's important assets.
In the "Check Phase," the system information such as firewalls and emails are monitored, to understand the internal information security status, while the regular information security attack simulations being conducting regularly to improve the crisis management capability.
In the "Action Phase," the review and continuous improvement are fundamental; supervisions and audits are implemented to ensure the continued effectiveness of information security standard. The improvement actions including information security measures, trainings, and promotions are regularly reviewed and implemented, to ensure that the Company's key confidential information is not leaked
b Concrete management programs
Network security: Building firewall and email system for control, installing antivirus software on each computer, regularly updating system software, strengthening firewall and network controls, to prevent computer viruses from spreading across terminals.
Device security: Building the anti-virus at entrance mechanism, to prevent devices containing malicious software from entering the Company. The anti-virus measures are established depending on the type of computer to reinforce the detection of malware behavior.
Application security: Continuing to enhance the application security control mechanism and integrating such into the development process and platforms.
Enhanced data security protection technology: Individual users have corresponding permissions after logging in to the system, out-mailing control, file and data encryption control and protection, and daily backups.
Education & training and promotion: Enhancing employees' vigilance against email social attacks, executing suspicious email and website defense detection, to enhance employees' information security awareness.
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(II) Cyber security risks and countermeasures:
- Risk and management measures for cyber technological security
The Company has established the basic information security safeguard measures, but it cannot guarantee that the computer system for controlling and maintaining the Company's manufacturing, operations, and accounting, among other key corporate functions may completely prevent any third-party paralyzing network system from disrupting the Company's operations and damaging to the Company's reputations. When under a serious cyber attack, the Company's system may lose key company information, and the production lines may also be affected. By continuously reviewing and evaluating the information security regulations and procedures, the Company ensures their appropriateness and effectiveness; provided it cannot guarantee that the Company will not be affected by emerging risks and attacks amid the evolving information security threats.
- Specific Management Solution for Cyber Security Risk
a. In an effort to implement information security management, we have formulated the "Computer Operation Management Measures" and relevant enforcement rules to strengthen information operation security control. The computer room is an independent air-conditioning room with access control; mechanisms such as firewall, non-stop power system, electronic file encryption system and electronic personal data storage platform have all been set up; data is backed up on a regular basis; and information security inspection is carried out at least once a month. User privilege records are managed by the information unit, and audits are performed on an annual basis to reduce company information security risks.
b. A regular system recovery exercise is conducted annually to ensure the normal operation of the information system and data preservation. By doing so, the risk of system disruption caused by unpredictable natural disaster and human errors can be reduced, ensuring that the expected system recovery target time is met.
c. A maintenance contract will be signed with vendors of important machines and information systems. A machine must be required within the scheduled time in the event of a breakdown to maintain normal operation.
d. The Information Department periodically assesses the operational risks and impacts on the existing equipment regarding the financial side, laws and regulations, and customers, while also assessing the cyber security risks, planning and designing appropriate corresponding measures in a timely manner depending on the Company's operation, to improve software and hardware resources as well as operational processes.
(III) Major cyber security incidents: None.
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VII. Major contracts
| Nature of the contract | Involving party | Start/end date of contract | Main contents | Restrictive clauses |
|---|---|---|---|---|
| 1 | Supply contract | Shin Nan Natural Gas | 2024.07.16-2029.05.14 | Supply of natural gas as industrial fuel |
| 2 | Environmental protection contract | Chin Haur | 2023.08.01-2028.07.31 | Clearance of plant waste (D-0299; D-0899; D-1801) |
| 3 | Environmental protection contract | De Yu Environmental | 2024.10.24-2025.12.31 | Clearance of plant waste (D-0902) |
| 4 | Environmental protection contract | FULLUCK ENVIRONMENTAL SERVICES CO., LTD. | 2024.10.24-2025.12.31 | Treatment of plant waste (D-0902) |
| 5 | Environmental protection contract | TWINSL ENTERPRISE CO., LTD. | 2024.08.01-2025.07.31 | Clearance of plant waste (D-0902) |
| 6 | Environmental protection contract | Jie Heng Industrial Co., Ltd. | 2024.08.01-2025.07.31 | Clearance of plant waste (D-0902) |
| 7 | Environmental protection contract | FULLUCK ENVIRONMENTAL SERVICES CO., LTD. | 2024.08.01-2025.07.31 | Treatment of plant waste (D-0902) |
| 8 | Environmental protection contract | San Yu Transport | 2024.03.26-2025.02.28 | Clearance of plant waste (D-1799; D-0903) |
| 9 | Environmental protection contract | She Ching Enterprise Co. | 2024.03.01-2025.02.28 | Treatment of plant waste (D-1799; D-0903) |
| 10 | Environmental protection contract | San Yu Transport | 2023.12.12-2025.12.31 | Clearance of plant waste (R-1201) |
| 11 | Environmental protection contract | Shang Shun Concrete | 2024.01.01-2025.12.31 | Treatment of plant waste (R-1201) |
| 12 | Environmental protection contract | Yung Sheng Environmental Protection | 2025.10.28-2026.10.28 | Clearance of plant waste ((D-0299;D-0899; D-1801) |
| 13 | Environmental protection contract | Yung Sheng Environmental Protection | 2025.10.22-2026.10.22 | Treatment of plant waste (R-0701) |
| 14 | Environmental protection contract | Yung Sheng Environmental Protection | 2025.06.27-2026.06.27 | Clearance of plant waste (D-0902) |
| 15 | Environmental protection contract | CHYUNN ENVIRONMENT CORPORATION | 2024.07.01-2025.06.30 | Clearance of plant waste (D-1801;H-0002) |
| 16 | Environmental protection contract | CHYUNN ENVIRONMENT CORPORATION | 2025.07.01-2026.06.30 | Clearance of plant waste (D-1801;H-0002) |
| 17 | Environmental protection contract | DONG DING WOOD CO., LTD. | 2025.02.01-2025.12.31 | Treatment of plant waste (R-0701) |
| 18 | Information contract | InfoChamp Systems Corp. | 2024.07.15-2025.07.14 | Contract on entire information system maintenance |
| 19 | Information contract | InfoChamp Systems Corp. | 2025.07.15-2026.07.14 | Contract on entire information system maintenance |
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VIII. Stakeholder Communication and Response
(A) Stakeholder categories, key concerns, communication channels, and response methods
-
In accordance with industry characteristics and internal deliberations among senior management, the Company has identified six categories of primary stakeholders: employees, customers, shareholders/investors, suppliers, banks, and government agencies. While pursuing sustainable operations and corporate profitability, the Company places emphasis on environmental, social, and governance (ESG) matters, integrating them into its management policies and day-to-day operations to ensure the long-term sustainable development of the enterprise.
-
The Company has established a transparent communication platform to continuously track the reasonable needs and expectations of stakeholders, addressing their inquiries, complaints, and suggestions on economic, social, and environmental matters with integrity while providing appropriate feedback and improvement measures to maintain effective two-way communication. To foster constructive engagement, the Company has also established a dedicated "Stakeholder Zone" on its official website, offering an exclusive channel through which stakeholders may submit inquiries, suggestions, or complaints, thereby ensuring open and accessible communication. This initiative reflects the Company’s commitment to corporate social responsibility and reinforces the trust and collaboration between the Company and its stakeholders in the shared pursuit of sustainable development goals.
-
The Company regularly conducts discussions on material topics across economic, social, and environmental dimensions, reviews the progress of each unit in achieving its objectives, and formulates future directions. The consolidated findings, outcomes of stakeholder engagement, and recommendations from sustainability discussions are subsequently submitted to the Board of Directors for reporting and confirmation. The 2025 communication status with each stakeholder was reported to the Board of Directors on March 10, 2026, covering communication channels, response methods, and communication frequency, enabling the Board to understand the concerns of each stakeholder, as well as their importance and significance to the Company, and serving as the basis for the annual management review and future improvements.
-
115 -
(II) The 2025 communication status and report content for each category of stakeholder are as follows:
| Stakeholder | Priority issues | Importance and significance to the Company | Communication channels, response methods, and communication frequency | 2025 stakeholder communication results |
|---|---|---|---|---|
| Employees | 1. Remuneration2. Labor-management and labor-capital relations3. Occupational safety and health | Employees are the cornerstone of the Company's operational stability and sustainable development. | 1. Heads of each department and HR contact windows (real-time)2. Internal meetings and cross-departmental communications (ad hoc)3. Employee suggestion mailbox and whistleblowing mailbox (real-time)4. Internal announcements and inter-departmental meetings (ad hoc)5. Labor-management meetings (quarterly)6. Occupational safety and health committee (quarterly)7. Contact window: HR Section: Ms. Kuo Email: [email protected] | 1. A total of 6 categories and 40 sessions of on-the-job training for current employees2. 4 labor-management meetings3. 4 Occupational Safety and Health Committee meetings4. We also communicate with employees by posting announcements on the company bulletin board periodically |
| Investors | 1. Economic performance2. Impacts of climate change | Shareholders provide capital support; the Company is obligated to safeguard their rights, interests, and participation in decision-making. | 1. Spokesperson system (ad hoc)2. General shareholders' meeting (annual)3. Investor conference (annual)4. Market Observation Post System announcements (real-time)5. Investor correspondence and calls (real-time)6. Monthly revenue announcements (monthly)7. Contact window: President's Office: Miss Chiu Email: [email protected] | 1. 1 shareholders' meeting2. 1 investor conference3. Market Observation Post System filings4. Quarterly financial report disclosures5. Real-time responses to investor inquiries and concerns6. Monthly revenue announcements |
| Customer | 1. Greenhouse gas emissions2. Information security and privacy | Customer satisfaction directly influences the Company's product sales and brand reputation. | 1. Business contact (real-time)2. Official correspondence (ad hoc)3. Customer complaint mailbox (real-time)4. Customer satisfaction survey (once annually)5. Contact window: Sales Section: Ms. Liu | Email: [email protected] |
| Supplier | 1. Economic performance2. Occupational safety and health supplier | Suppliers are key partners in ensuring the Company's stable supply chain and quality assurance. | 1. Phone, email, and messaging applications (real-time)2. Vendor visits (periodic)3. Contact window: Sales Section: Ms. Liu | Email: angel@msa. |
| cssc.com.tw | conference |
| management | csssc.com.tw | conducting follow-up tracking for material violations | ||
|---|---|---|---|---|
| Bank | 1. Economic performance | |||
| 2. Information security and privacy | ||||
| 3. Impacts of climate change | Financial institutions serve as the Company’s sources of funding and credit support; the Company is required to maintain sound governance. | 1. Bank visits (periodic) | ||
| 2. Material information disclosed on the official website and Market Observation Post System (real-time) | ||||
| 3. Monthly revenue announcements (monthly) | ||||
| 4. Contact window: Finance Section: Miss Wu Email: [email protected] | 1. Periodic bank visits and exchanges | |||
| 2. Announcements of revenue and financial information | ||||
| Government agency | 1. Occupational safety and health | |||
| 2. Greenhouse gas emissions | ||||
| 3. Waste and air pollution regulatory compliance | Adherence to regulatory oversight and inspections conducted by the government authorities | 1. Official correspondence (on an irregular basis) | ||
| 2. Seminars and training programs (on an irregular basis) | ||||
| 3. Statutory filings (annual) | ||||
| 4. Periodic inspections and assessments by the regulatory authorities (annual) | ||||
| 5. Contact window: Cold Rolling Mill: Mr. Chiu | 1. Completion of all required filings | |||
| 2. Cooperation with the regulatory authority inspections | ||||
| 3. Designation of personnel to participate in regulatory training and awareness programs | ||||
| 4. Adjustment of the internal management procedures based on inspection results |
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Five. A review and analysis of the Company’s financial position and financial performance, and a listing of risks
I. Financial situation
Main reasons for the significant changes in assets, liabilities and equity in the most recent two years and impacts thereof:
Unit: NT$ Thousand
| Item\Year | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | Proportion (%) | |||
| Current assets | 1,404,077 | 1,065,409 | 338,668 | 31.79 |
| Property, plant and equipment | 446,835 | 358,030 | 88,805 | 24.80 |
| Other assets | 310,565 | 126,507 | 184,058 | 145.49 |
| Total assets | 2,161,477 | 1,549,946 | 611,531 | 39.45 |
| Current liabilities | 716,466 | 83,033 | 633,433 | 762.87 |
| Non-current liabilities | 1,647 | 2,363 | (716) | (30.30) |
| Total liabilities | 718,113 | 85,396 | 632,717 | 740.92 |
| Share capital | 1,726,605 | 1,726,605 | 0 | - |
| Capital reserve | 0 | 0 | 0 | - |
| Retained earnings | (288,434) | (257,346) | (31,088) | 12.08 |
| Other equities | 5,193 | (4,709) | 9,902 | (210.28) |
| Total equity | 1,443,364 | 1,464,550 | (21,186) | (1.45) |
| The main reasons for significant changes (changes of 20% or more in two periods), their effects and future corresponding plans | ||||
| (I) The main reasons for changes of 20% or more; | ||||
| 1. Current assets: | ||||
| Due to an increase in accounts receivable arising from equipment disposal proceeds and finished goods inventory compared to the prior year. | ||||
| 2. Property, plant and equipment: | ||||
| Due to office building and machinery renovations undertaken to optimize the work environment. | ||||
| 3. Other assets: | ||||
| Due to investments in financial assets measured at fair value through other comprehensive profit or loss — non-current. | ||||
| 4. Current liabilities: | ||||
| Due to an increase in borrowings for raw material purchases resulting from a change in the procurement strategy. | ||||
| 5. Non-current liabilities: | ||||
| Due to decrease in net defined benefit liability- non-current | ||||
| 6. Other equities: | ||||
| Due to an increase in unrealized gains or losses on financial assets measured at fair value through other comprehensive income. |
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(II) Their effects and future corresponding plans: Through improved procurement strategies, adjusted sales product mix, and optimized operational allocation, shareholder equity and future earnings resilience were enhanced.
II. Financial performance:
The annual report shall list the main reasons for any material change in operating revenues, operating income, or income before tax during the past 2 fiscal years, provide a sales volume forecast and the basis therefor, and describe the effect upon the company's financial operations as well as measures to be taken in response.
Unit: NT$ Thousand
| Year
Item | 2025 | 2024 | Increase (decrease)
amount | Change ratio
(%) |
| --- | --- | --- | --- | --- |
| Net operating revenue | 818,724 | 1,058,326 | (239,602) | (22.64) |
| Operating cost | (1,055,512) | (1,263,276) | 207,764 | (16.45) |
| Operating profit (loss) | (236,788) | (204,950) | (31,838) | 15.53 |
| Operating expenses | (46,028) | (48,899) | 2,871 | (5.87) |
| Other income and expenses | 93,563 | (175) | 93,738 | (53564.57) |
| Operating profit (loss) | (189,253) | (254,024) | 64,771 | (25.50) |
| Non-operating income and expense | 170,489 | 9,871 | 160,618 | 1627.17 |
| Net income (loss) before tax | (18,764) | (244,153) | 225,389 | (92.31) |
| Income tax benefit (expense) | (12,732) | (1,801) | (10,931) | 606.94 |
| Net profit (loss) for the period | (31,496) | (245,954) | 214,458 | (87.19) |
| (I) Analysis of the description of increase/decrease changes reaching 20% or more:
1. The change in operating revenue was due to a slowdown in overall market demand caused by tariff policies, resulting in a decrease in shipment volume for the current year compared to the prior year.
2. The changes in other income and expenses, as well as non-operating income and expenses, were attributable to gains on the disposal of property, plant, and equipment and investment properties.
3. The change in income tax expense was attributable to land value increment tax arising from the disposal of investment properties.
(II) Expected sales volume and its basis: Not applicable as the Company did not disclose financial forecast information to the public in 2025.
(III) Possible impact on the Company’s future financial operations and corresponding plans: Please refer to "Four. Operation Overview" in the annual report. | | | | |
III. Cash Flow:
(I) Analysis of changes in cash flows in the most recent year:
Unit: NT$ Thousand
| Opening cash balance | Estimated annual net cash flows from operating activities | Estimated annual net cash flows from investment activities | Estimated annual net cash flows from financing activities | Effects of changes in exchange rates | Remaining cash (deficiency) amount |
|---|---|---|---|---|---|
| 100,981 | (564,767) | (126,446) | 688,345 | (13) | 98,100 |
| Analysis of changes in cash flows for the period: In 2025, cash flows from operating activities fluctuated compared to prior years due to environmental volatility. The Company adopted a prudent operational strategy, optimizing capital expenditure efficiency while strategically building up raw material inventory in response to market demand. It utilized short-term financing to support raw material procurement, thereby strengthening supply chain resilience. |
(II) Remedies for insufficient liquidity: Not applicable.
(III) Analysis of liquidity for the coming year:
Unit: NT$ Thousand
| Opening cash balance | Estimated annual net cash flows from operating activities | Estimated annual net cash flows from investment activities | Estimated annual net cash flows from financing activities | Effects of changes in exchange rates | Remaining cash (deficiency) amount |
|---|---|---|---|---|---|
| 98,100 | 121,506 | (85,000) | 100,000 | (26) | 234,580 |
| 1. Analysis of expected 2026 cash flow changes: | |||||
| (1) Operating activities: As tariff impacts are expected to ease in 2026, the Company anticipates a recovery in overall market demand, driving steady growth in cash flows from operating activities. | |||||
| (2) Investing activities: In 2026, the Company will implement disciplined investment decisions, focusing on equipment upgrades with high output efficiency to ensure that capital expenditures translate into long-term competitiveness. | |||||
| (3) Financing activities: The Company intends to leverage liquidity by continuing to utilize financing arrangements to support its strategic raw material procurement strategy. | |||||
| (4) Foreign exchange movements: In light of market expectations of downward pressure on the U.S. Dollar Index, the Company has conducted exchange rate assessments with respect to its holdings of foreign currency-denominated assets. | |||||
| 2. Responsive measures and liquidity analysis for expected cash flow deficit: None. |
IV. Major capital expenditures in the most recent year and their impact on financial operations: None.
V. the Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year: None. Risk evaluation during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
(I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future corresponding measures:
-
The interest expense for 2025 was NT$8,918 thousand. The decrease was due to the NTD borrowing rate was remained at 2.25% in 2025. In the future, the Company will continue to negotiate with banks to reduce the adjustment range on borrowing rates based on market interest rates.
-
In consideration of costs and timeliness, some of the Company's raw materials are procured from suppliers abroad. Due to the fact that the Company's products are all mainly sold domestically, related personnel have been put in place to observe the trend of exchange rates and capital requirements while adopting flexible and favorable means to reduce the exchange rate losses caused by exchange rate fluctuations.
-
Impact of inflation on the company's profit and loss: None.
(II) Main reasons and future corresponding measures of policies for engaging in highly risky and highly leveraged investments, lending funds to others, endorsements and guarantees and derivatives transactions: None.
(III) Future R&D plans and estimated R&D investment expenses:
(IV) Impact on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.
(V) Impact on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response: None.
(VI) Impact on the company's crisis management of changes in the company's corporate image, and corresponding measures to be taken in response: None.
(VII) Expected benefits and possible risks associated with any merger and acquisitions, and corresponding measures being or to be taken: None.
(VIII) Expected benefits and possible risks associated with any plant expansion, and corresponding measures being or to be taken: None.
(IX) Risks associated with any consolidation of sales or purchasing operations, and corresponding measures being or to be taken: None.
(X) Impact upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and corresponding measures being or to be taken: None.
(XI) The impact and risk of the change in management rights on the Company, and the responsive measures thereof: None.
(XII) Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that: involve the Company and/or any company director (including independent director), the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: On April 8, 2019, the Company received an indictment from the District Prosecutor's Office for violating the Waste Disposal Act, with the Company and 12 persons listing as defendants including the Company's chairman, Shuo-Tang Yeh. The cleanup cost was estimated at NT$1,224,404 thousand (tax included), with a maximum fine of NT$15,000 thousand. Based on the results of experts and the price quoted by the relevant vendor, the Company estimated a disposal and handling expense of
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NT$436,395 for the buried business waste and NT$15,000 thousand for the possible fines with reference to the expert opinion. The disposal and disposal expense difference between the Company’s estimate and the estimated amount in the indictment is primarily due to the difference in the weight of the waste converted and the difference in the quotation from the relevant vendors. However, the Company has provided its best estimate of the expenses required to settle this obligation and will review its reasonableness on a regular basis. The said provision for liabilities is expected to be paid in accordance with the waste disposal progress of the vendor after the competent authorities approves the Company’s waste disposal plan and claim for release of evidence of preservation from the court. The fines are expected to be paid after the competent authorities determines the fines. The difference between the estimated amount of fines and the Company’s fines will be treated as a change in accounting estimate. On September 17, 2019, the Company received a letter of consent principle from the competent authorities for the said waste disposal plan. Aside from the removal of the buried waste area in the rezoning project of Tainan City Government, which is due to be completed within one month, the remaining removal shall be completed within 36 months from September 12, 2019. After completion, the competent authorities shall be notified to conduct on-site verification. The Company uses the waste removal deadline determined by the competent authorities and the estimated progress of waste removal by the vendor as the basis for distinguishing between current and non-current liabilities. On July 6, 2021, the Company received a letter from the competent authority in which the authorities generally gave their consent to the Company’s waste cleanup report. On July 7, 2021, the competent authority sent its staff to conduct a soil and groundwater inspection at the Company’s factory. On October 1, 2021, December 28, and February 11, 2022, the Environmental Protection Administration, Executive Yuan, conducted inspections and reviews for the aforesaid inspections respectively. The Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed in March 2022. Please also refer to Notes 6.17 to the individual financial statements. Furthermore, the Company received a reply from the competent authority on May 10, 2022 that the supporting documents submitted by the Company regarding the digging have been checked and it is confirmed that the waste in this case has been cleaned up and that the data of the tested imported soil was lower than the standards for soil pollution. It was approved based on the review principles and reported to the EPA for review on May 2, 2022. After the case was approved by the EPA, it was removed from the control of the Waste Disposal Case Management System on May 3, 2022.
On July 9, 2021, the Company received a judgment from the Taiwan Tainan District Court, which imposed a fine of NT$12,000 thousand on the Company for violating the Waste Disposal Act, and Mr. Shuo-Tang Yeh, the Chairman of the Company, was sentenced to five years and four months in prison. The Company refused to accept the criminal judgment of the first instance by the Taiwan Tainan District Court and filed an appeal according to the law. On September 5, 2022, the Company received the criminal judgment by the Tainan Branch Court, Taiwan High Court, that the Company’s penalty of NT$12,000 thousand for violating the Waste Disposal Act remained the same and that Chairman Shuo-Tang Yeh was sentenced to five years and four months in jail and should be in jail for five years. Chairman Shuo-Tang Yeh refused to accept the criminal judgment of the second instance by the Tainan Branch Court, Taiwan High Court, and filed an appeal in accordance with the law. On December 19, 2022, the criminal judgment by the Supreme Court rejected the appeal. In this regard, the Chairman of the Company, Mr. Shuo-Tang Yeh, initiated relevant judicial relief proceedings, but all were rejected. Later, in November 2022, the Taiwan Tainan District Prosecutor’s Office transferred the security deposit of NT$ 12,000 thousand paid by the Company in July 2022 in accordance with the criminal ruling by the Tainan Branch
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Court, Taiwan High Court, to the penalty imposed on the Company for violating the Waste Disposal Act, so the provision of NT$ 12,000 thousand was written off, and the overestimate of NT$ 3,000 thousand was reversed.
(XIII) Other important risks, and mitigation measures being or to be taken: None.
Six. Special Records:
I. Information on affiliates: not applicable.
II. Private placement of securities in the most recent year up to the publication date of this annual report: None.
III. Other matters that require additional description: None.
IV. If any of the situations listed in Article 36, paragraph 3 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders’ equity or the price of the company’s securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
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Chien Shing Stainless Steel Co., Ltd.
Chairman: Fu-Chuan Wei