AI assistant
DFO — Annual Report 2025
May 10, 2026
52698_rns_2026-05-10_19106d52-4f8f-41d6-beb4-1af7b557d682.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 7786

DFO
Dong Fang Offshore Co., Ltd. 2025 Annual Report
Taiwan Stock Exchange Market Observation Post System: mops.twse.com.tw
The Company’s website: www.dfo.com.tw
Printed on March 31, 2026
DFO
I. Name, title, telephone number, and e-mail address of the spokesperson and deputy spokesperson
Spokesperson:
Deputy Spokesperson:
Name: Chen, Po-Lin
Name: Chen, Chih-Ning
Title: Chairman and CEO
Title: CLO and Business Operations Director
Phone Number: (04) 2254-6965
Phone Number: (04) 2254-6965
E-Mail: [email protected]
E-Mail: [email protected]
II. Addresses and telephone numbers of corporate headquarters, subsidiaries and factories
Headquarters:
Address: 19F-1, No. 386, Shizheng Rd, Xitun Dist., Taichung City, Taiwan (R.O.C.)
Phone Number: (04) 2254-6965
Subsidiaries and Factories: None
III. Name, address, e-mail address, and telephone number of the stock transfer agency
Name: Stock Affairs Agency Department,
Website:
SinoPac Securities Corporation
https://agencyaffairs.sinotrade.com.tw
Address: 3F., No. 17, Bo'ai Rd., Zhongzheng
Phone Number: (02) 2381-6288
Dist., Taipei City, Taiwan (R.O.C.)
IV. Name of the CPA who audited the financial statements for the most recent year, and the name, address and telephone number of the CPA's accounting firm
Name of CPAs: Wang, Sung-Tse and Feng, Min-Chuan
Website: http://www.pwc.tw
Name of the CPA firm: PwC Taiwan
Phone Number: (02) 2729-6666
Address: 27F., No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City, Taiwan (R.O.C.)
V. Name of the exchange where the overseas securities are listed and the method to inquire about the information of the said overseas securities
Not applicable.
VI. Company website
https://www.dfo.com.tw
DFO
Contents
I. Letter to Shareholders 1
1.1 Financial Status 2
1.2 Business Plan and Strategy for 2026 3
1.3 Future Company Development Strategies 4
1.4 Impact of External Competitive, Regulatory, and Overall Business Environments 4
II. Corporate Governance Report 6
2.1 Profiles of Board Directors, President, Vice Presidents and Department Heads 6
2.2 Remunerations to the Directors, President and Vice Presidents in the Most Recent Year 23
2.3 Corporate Governance Status 29
2.4 Information on CPA's Fees 84
2.5 Information on the Replacement of CPAs 85
2.6 Chairman, President, or Managers Responsible for Financial or Accounting Affairs Who Worked for the Firm to Which the Certifying CPA Belongs or Its Affiliate in the Most Recent Year 86
2.7 Transfer and Pledge of Shares of the Directors, Managers and Shareholders Holding More Than 10% of the Company's Shares 86
2.8 Information on Relationships Amongst the Top Ten Shareholders and Their Relationships With Spouses or Relatives Within the Second Degree of Kinship 88
2.9 The Number of Shares of the Same Investee Held by the Company, Its Directors, Managers and Which the Company Controls Directly or Indirectly, With the Aggregate Shareholding Percentages 89
III. Capital Overview 90
3.1 Capital and Shares 90
3.2 Corporate Bonds 94
3.3 Preferred Shares 95
3.4 Overseas Depositary Receipts 95
3.5 Employee Stock Options 95
DFO
3.6 Issuance of Restricted Share for Employees 96
3.7 Issuance of New Shares for Merger, Acquisition or Exchange of Other Companies 96
3.8 Financing Plans and Implementation 96
IV. Business Overview 100
4.1 Business Activities 100
4.2 Market Analysis and Sales Overview 113
4.3 Employee Information for the Past Two Years and as of the Publication of the Annual Report 119
4.4 Environmental Protection Expenditure Information 119
4.5 Labor Relations 120
4.6 Cyber Security Management 121
4.7 Important Contracts 123
V. Review of Financial Conditions, Financial Performance, and Risk Management 126
5.1 Financial Position 126
5.2 Financial Performance 126
5.3 Cash Flow 127
5.4 Effects of Major Capital Expenditure on Financial Business Operations 128
5.5 Investment Policy of the Past Year, Profit/Loss Analysis, Improvement Plan and Investment Plan for the Coming Year 128
5.6 Risk Matters 129
5.7 Other Necessary Supplements 133
VI. Special Disclosures 134
6.1 Affiliates Information 134
6.2 Issuance of Private Placement Securities 134
6.3 Other Necessary Supplements 134
6.4 Matters That Have a Material Impact on Shareholders' Equity or Share Price 134
DFO
I. Letter to Shareholders
Dear Shareholders,
Dong Fang Offshore Co., Ltd. (“DFO” or the “Company”) demonstrated outstanding operating performance in 2025, driven by forward-looking market positioning and prudent business strategies, which led to substantial growth in both revenue and profit, both reaching record highs. The Company also successfully achieved multiple key operational milestones, laying a solid foundation for sustainable development.
Revenue Exceeds NT$ 10 billion, Operating Performance Reaches New Record High
DFO’s operating revenue in 2025 reached NT$ 10,460,828 thousand (same currency hereinafter), representing a significant increase of 53% compared to 2024. Gross profit amounted to NT$ 2,597,266 thousand, with a gross margin of 25%, and earnings per share of NT$ 11.11. Since its establishment in 2019, DFO has maintained steady revenue growth, repeatedly reaching new highs and demonstrating strong growth momentum and market competitiveness.
Public Listing Enhances Brand and Capital Strength Simultaneously
DFO was officially listed on November 18, 2025 (Stock Code: 7786), receiving strong recognition and positive feedback from the capital market. Following the listing, the Company not only enhanced its brand value and market visibility, but also further strengthened its capital structure and expanded its influence in the capital market, laying a solid foundation for future operational growth and business expansion.
Asia’s Largest Offshore Marine Vessel Operator, Continuing to Expand Fleet Scale
DFO currently owns and operates a total of 12 + 5 vessels of various types (including 5 newbuild vessels under construction). Its business covers offshore marine construction, marine transportation, various submarine cable installation projects, and wind farm operations and maintenance. The Company is currently constructing 5 large new vessels, including 3 long-term wind farm operations and maintenance support vessels, 1 construction support vessel, and 1 cable installation vessel. The total fleet construction cost exceeds NT$ 24 billion. With a diversified and comprehensive fleet, DFO possesses total solutions service capabilities to meet a wide range of offshore construction needs, enabling it to efficiently satisfy customer requirements and strengthen its leading market position.
Secured Multiple Long-Term Contracts, Demonstrating Operating Reliability and Capability
DFO has long been deeply engaged in offshore marine construction and operations and maintenance, with a comprehensive vessel safety management system and a track record of more than 200 projects. The 4 major long-term contracts currently secured cover both the European and Taiwanese markets, with contract visibility extending up to 2042. The present order book totals between NT$ 16 billion
-1-
DFO
and NT$ 20 billion, fully demonstrating the market's strong trust in DFO and its operational capabilities.
In addition, DFO is the first domestic marine construction company to secure a large-scale submarine cable installation project on a turnkey basis, successfully undertaking Chunghwa Telecom's "Taiwan-Penghu-Kinmen-Matsu Fourth Submarine Cable Construction Project" turnkey contract. The total contract value amounts to NT$ 2.58 billion, with the main construction period expected to fall in 2026, which will also be the peak period for revenue recognition of the project.
In 2025, operating performance continued to break through, and the Company signed a Memorandum of Understanding with Australia's leading marine company, GO Offshore. Both parties will jointly expand offshore wind and offshore oil and gas field businesses in the future, further broadening their international cooperation footprint.
Five Critical Pillars to Maintain a Stable, Long-Term Market Position
DFO leads with technical excellence in the industry, proactively expanding across sectors and into international markets, and establishes high entry barriers through a scaled fleet advantage, striving to become a pioneer in Taiwan's offshore marine construction sector. Looking ahead, DFO will continue to focus on being the customer's first choice and on sustainable operations, deepen its international market presence, and strengthen its key competitive advantages. The Company will move steadily into its next stage of growth and create greater value for shareholders.
1.1 Financial Status
Unit: Expressed in thousands of New Taiwan Dollars, except as otherwise indicated
| Items | 2025 | 2024 | Annual Growth Rate |
|---|---|---|---|
| Revenue | 10,460,828 | 6,818,357 | 53% |
| Gross Profit | 2,597,266 | 1,810,361 | 43% |
| Operating Expense | 306,013 | 281,765 | 9% |
| Operating Income | 2,291,253 | 1,528,596 | 50% |
| Non-operating Income | (47,301) | 26,825 | (276%) |
| Net Income | 1,766,980 | 1,215,089 | 45% |
| Earnings Per Share (in Dollars) | 11.11 | 7.94 | 40% |
| Gross profit margin (%) | 25% | 27% | |
| Operating margin (%) | 22% | 23% |
Pursuant to the "Regulations Governing the Publication of Financial Forecasts of Public Companies", DFO is not required to disclose financial forecast information for the 2025 fiscal
year. Furthermore, the company's overall internal budget execution is generally in line with the established targets.
1.2 Business Plan and Strategy for 2026
Four Diversified Target Markets to Support Company Scaling and Sustainable Development
(1) Offshore Wind
DFO has successfully entered both the European and Taiwanese offshore wind power markets, significantly expanding its market reach. The Korean market is expected to enter a stage of large-scale development in 2028, while in Australia, the Company has already signed a Memorandum of Understanding with GO Offshore and is actively planning collaboration. Other potential markets are also under continuous evaluation and development.
(2) Subsea Cables
DFO possesses complete set of vessel assets required and proven track records to independently execute various types of submarine cable projects, including offshore wind power cables, inter-island cables, and telecommunication submarine cables, as well as services such as cable monitoring, operations and maintenance, repair, and storage. With the accelerated development of the AI industry, demand for power and communication cables is expected to continue growing.
(3) Offshore Operations & Maintenance
DFO currently holds a leading position in the long-term contract market for large operations and maintenance vessels, with a market share exceeding 60%, and has received strong market recognition. By combining a scaled fleet with over 200 project track records and investing in Apex Aviation to develop an integrated sea-air operations and maintenance system, DFO is building Taiwan's offshore wind helicopter operations and maintenance fleet, continuously expanding its operational scale while maintaining its market differentiation.
(4) Global Market and Diversification Potentials
Starting from 2026, DFO's vessel will enter the offshore wind and oil and gas field-related services in the European market, gradually establishing an operational track record and continuously expanding its presence in the high-growth-potential oil and gas field market.
1.3 Future Company Development Strategies
Becoming a Marine Construction Leader Rooted in Asia and Sailing Towards the World
(1) Short-Term Objectives
DFO will continue to strengthen its execution capabilities for existing orders to ensure steady completion of all projects, while enhancing operational efficiency and project quality through process improvement and resource integration. While pursuing stable profitability, the Company will also take into account its responsibilities toward employee safety, environmental protection, and stakeholders, ensuring that project execution aligns with sustainable development principles and fulfills environmental, social, and governance management requirements.
(2) Medium and Long-Term Objectives
DFO will continue to expand its global market presence and plans to establish branch offices in major operating regions starting from 2026, in order to enhance localized services and business development capabilities in international markets. At the same time in the Taiwan market, the Company will continue to deepen the integration of its construction support vessel fleet, enhance proprietary technical expertise, and strengthen its turnkey construction capabilities to support the sustainable execution of projects through technical excellences and scaled resources. In addition, DFO is actively promoting the utilisation of green energy technologies, reducing operational carbon emissions, and strengthening supply chain management and social responsibility, ensuring that each project not only achieves operational objectives but also creates positive value for the environment and society.
1.4 Impact of External Competitive, Regulatory, and Overall Business Environments
With a Professional Team and Resilient Spirit, DFO has Built an Offshore Marine Construction Enterprise that Continuously Breaks New Ground; and with the Highest Standards and a Steady Approach, DFO is Creating Long-Term and Solid Corporate Value
Facing the rapidly changing global market challenges, DFO leverages its professional team and resilient spirit to actively promote diversification and internationalization strategies, proactively positioning itself across sectors and regions. DFO has successfully expanded into Europe, Asia, and other key markets, thereby diversifying risk, enhancing competitiveness, and steadily advancing its sustainable development objectives.
At the same time, DFO continues to monitor market dynamics, integrate internal resources, and refine its organizational structure to improve operational efficiency and project execution capabilities, supporting the expansion of its business scale and market influence. DFO is also
actively establishing global strategic alliances, achieving resource sharing and complementary advantages through collaboration, ensuring that it maintains a leading position in an intensely competitive market, and creating long-term value for shareholders, customers, and all stakeholders.
Through stable operations and strategies of internationalization and technical expertise, DFO continues to push the boundaries of technical capabilities and markets, progressively realizing its vision of “Rooted in Asia, Sailing Towards the World,” and building a competitive and sustainable leading marine construction brand.
-5-
II. Corporate Governance Report
2.1 Profiles of Board Directors, President, Vice Presidents and Department Heads
(1) Information on Directors
A. Directors
March 31, 2026
Unit: in thousands of shares
| Title | Name | Gender Age | Nationality or Place of Registration | Date Elected | Date First Elected | Term | Shareholding when Elected | Current Shareholding | Shareholding of Spouse and Minor Children | Shareholding by Nominee Arrangement | Main Experience (Education) | Current Positions Served in the Company and Other Companies | Executives and Directors Who are Spouses or within Two Degrees of Kinship | Year | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Chairman | Chen, Po-Lin | Male (31~40) | R.O.C. | 7/26/2019 | 12/20/2024 | 3 years | 1,725 | 1.10 | 2,244 (Note 1) | 1.28 (Note 1) | — | — | — | — | • Master of Information Technology, Queensland University of Technology | |||||
| • Advanced Master Business Administration, National Cheng Kung University | ||||||||||||||||||||
| • Project Manager of Hung Hua Construction Co., Ltd. | • Chairman and CEO of Dong Fang Offshore Co., Ltd. | |||||||||||||||||||
| • Corporate Representative Director, Apex Aviation Inc. | CLO and Business Operations Director | Chen, Chih-Ning | Siblings | — | ||||||||||||||||
| Director | Hung Hua Construction Co., Ltd. | — | R.O.C. | 7/29/2022 | 12/20/2024 | 3 years | 68,168 | 43.54 | 69,473 | 39.48 | — | — | 632 (Note 2) | 0.36 | — | • Director of Taiwan Marine Heavy Industry Co., Ltd. | ||||
| • Director of Phoenix 9 Innovation Venture Capital Co., Ltd. | — | — | — | — |
-6-
| Title | Name | Gender Age | Nationality or Place of Registration | Date Elected | Date First Elected | Term | Shareholding when Elected | Current Shareholding | Shareholding of Spouse and Minor Children | Shareholding by Nominee Arrangement | Main Experience (Education) | Current Positions Served in the Company and Other Companies | Executives and Directors Who are Spouses or within Two Degrees of Kinship | % of Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Director | Representative: Chen, Chung-Pang | Male (61~70) | R.O.C. | 7/26/2019 | 12/20/2024 | 3,137 | 2.00 | 3,137 | 1.78 | 403 | 0.23 | — | — | — | • Director and General Manager of Hung Hua Construction Co., Ltd. | |||||
| • Director of Jung Hsing Marine Construction Co., Ltd. | ||||||||||||||||||||
| • Corporate Representative Director, Taiwan Marine Heavy Industry Co., Ltd. | Representative of Corporate Director | Chen, Tsung-Fu | Siblings | — | ||||||||||||||||
| Hung Hua Construction Co., Ltd. | — | R.O.C. | 7/29/2022 | 12/20/2024 | 3 years | 68,168 | 43.54 | 69,473 | 39.48 | — | — | 632 (Note 2) | 0.36 | — | • Director of Taiwan Marine Heavy Industry | |||||
| • Director of Phoenix 9 Innovation Venture Capital Co., Ltd. | — | — | — | — | ||||||||||||||||
| Representative: Chen, Tsung-Fu | Male (61~70) | R.O.C. | 7/26/2019 | 12/20/2024 | 2,665 | 1.70 | 2,665 | 1.51 | 284 | 0.16 | — | — | • Bachelor of Electronics, Kun Shan University | • Chairman of Jung Hsing Marine Construction Co., Ltd. | ||||||
| • Director and Executive Deputy President of Hung Hua Construction Co., Ltd. | Representative of Corporate Director | Chen, Chung-Pang | Siblings | — |
-7-
-8-
-9-
-10-
Note 1: Chairman Chen, Po-Lin also holds 87 thousand shares (0.05%) through the Bank SinoPac Entrusted Custody Account for the DFO Employee Stock Trust Management Committee.
Note 2: These shares are held by Jung Shing Harbour Construction Co., Ltd. on behalf of the Director.
Note 3: Main experience and current positions served in the Company and other Companies of Independent Director Wu, Men-Feng:
| Main experience | Current Positions Served in the Company and Other Companies |
|---|---|
| • Executive Director, Academia-Industry Consortium for Southern Taiwan Science Park | |
| • Deputy Director-General, Southern Taiwan Science Park Bureau | |
| • Administrative Deputy Minister, Ministry of Transportation and Communications (MOTC) | |
| • Director-General, Directorate General of Highways, MOTC | |
| • Director, Straits Exchange Foundation | |
| • Chairman, China Aviation Development Foundation | |
| • Chairman, Taiwan International Ports Corporation, Ltd. | |
| • Chairman, Association of Taiwan Ports | |
| • Chairman, China Engineering Consultants, Inc. | |
| • Independent Director, GEOSAT Aerospace & Technology Inc. | • Chairman, Taiwan Telematics Industry Association |
| • Director, Intelligent Transportation Society of Taiwan | |
| • Director, Asia-Pacific Public-Private Partnership (PPP) Development Association | |
| • Chairman, G-Strategy Management Consulting Co., Ltd. | |
| • Director, Redforce Mobility Co., Ltd. | |
| • Director, Taipei Transportation Foundation | |
| • Chairman, Taiwan Wind Energy Association | |
| • Director, Tainan Zhi-Yuan Foundation |
Note 4: If the individual has been employed by the auditing CPA firm or its affiliates during the aforementioned period, the title and responsibilities must be specified: None.
Note 5: If the Chairman and the President or person of an equivalent level (top manager) are the same person, spouses, or relatives within the first degree of kinship, the information on the reasons, rationality, necessity, and relevant countermeasures must be specified:
The Chairman and President of the Company are the same person. Based on the current status of the Company's operational development, the third Board of Directors appointed Chen, Po-Lin, CEO and President, as Chairman to enhance operational efficiency and execution of decision-making. The Chairman maintains close communication with all Directors regarding the Company's recent operations and strategic direction, completing Board resolutions and implementing corporate governance.
With respect to Board independence and the enhancement of Board functions, the Company has adopted the following specific measures:
(1) The Company convened an extraordinary shareholders' meeting on December 20, 2024 to complete the appointment of four Independent Directors and established an Audit Committee to replace the Supervisor system.
(2) More than half of the Company's Board members do not concurrently serve as employees or managerial officers.
-12-
B. Major Shareholders of Institutional Shareholders
March 31, 2026
| Name | Major Shareholders | |
|---|---|---|
| Hung Hua Construction Co., Ltd. | Hon Gqun Investments Co., Ltd. | 14.75% |
| Hong Xing Investments Co., Ltd. | 12.67% | |
| Fu Feng Investments Co., Ltd. | 12.46% | |
| Han Bang Investments Co., Ltd. | 11.95% | |
| Jung Hsing Marine Construction Co., Ltd. | 8.88% | |
| Chen, Chung-Pang | 7.64% | |
| Chen, Tsung-Fu | 6.71% | |
| Chen, Tsung-Hsing | 6.56% | |
| Wu, Hsiu-Li | 3.33% | |
| Chen, Po-Han | 2.71% |
C. Major Shareholders in Previous Table who are Institutional Investors and their Major Shareholders
March 31, 2026
| Name | Major Shareholders | |
|---|---|---|
| Hon Gqun Investments Co., Ltd. | Chen, Chung-Pang | 18.18% |
| Chen, Tsung-Hsing | 12.99% | |
| Chen, Tsung-Fu | 12.99% | |
| Chen, Hang-Chuan | 6.49% | |
| Hong Xing Investments Co., Ltd. | Chen, Po-Lin | 34.80% |
| Chen, Tsung-Hsing | 27.53% | |
| Chen, Po-Hung | 25.84% | |
| Wang, Shu-Fen | 0.44% | |
| Fu Feng Investments Co., Ltd. | Chen, Ming-Lun | 66.67% |
| Chen, Tsung-Fu | 29.43% | |
| Chen, Hsiu-Feng | 3.67% | |
| Han Bang Investments Co., Ltd. | Chen, Po-Han | 48.65% |
| Chen, Chung-Pang | 20.73% | |
| Chen, I-Ju | 11.69% | |
| Wu, Hsiu-Li | 5.69% | |
| Jung Hsing Marine Construction Co., Ltd. | Chen, Tsung-Hsing | 15.00% |
| Chen, Chung-Pang | 15.00% | |
| Chen, Tsung-Fu | 15.00% | |
| Chen, Hang-Chuan | 4.20% |
D. Disclosure of Professional Qualifications of Directors and Independence of Independent Directors
| Conditions
Name | Professional Qualifications and Experience | Status of
Independence | Number of
Other Public
Companies
in which the
Individual is
Concurrently
Serving as an
Independent
Director |
| --- | --- | --- | --- |
| Chairman
Chen, Po-Lin | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Dedicated to the marine construction field, possessing an international perspective, industry insight, and leadership capabilities, continuously leading the Company toward sustainable operations, and serving as the convener of the Company’s Sustainable Development Committee.
• None of the circumstances set forth in Article 30 of the Company Act exist. | None | 0 |
| Hung Hua Construction Co., Ltd.
Representative: Chen, Chung-Pang | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Possesses extensive expertise in marine construction-related fields, industry experience, and experience in business management and decision-making, and provides the Company with operational management advice and strategic direction.
• None of the circumstances set forth in Article 30 of the Company Act exist. | | 0 |
| Hung Hua Construction Co., Ltd.
Representative: Chen, Tsung-Fu | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Possesses extensive expertise in marine construction-related fields, industry experience, and experience in business management and decision-making, and provides the Company with operational management advice and strategic direction.
• None of the circumstances set forth in Article 30 of the Company Act exist. | | 0 |
| Conditions
Name | Professional Qualifications and Experience | Status of
Independence | Number of
Other Public
Companies
in which the
Individual is
Concurrently
Serving as an
Independent
Director |
| --- | --- | --- | --- |
| | | | |
| Hung Hua
Construction
Co., Ltd.
Representative:
Lin, Chih-Hung | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Possesses extensive experience in finance and operational management.
• None of the circumstances set forth in Article 30 of the Company Act exist. | | 0 |
| Director
Wang, Hai-Ling | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Possesses experience in business management and provides strategic recommendations for corporate operations.
• None of the circumstances set forth in Article 30 of the Company Act exist. | | 0 |
| Independent
Director
Wang, Hui-Ying | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Over 15 years of experience in finance and operational management; serves as the Convener of the Remuneration Committee.
• None of the circumstances set forth in Article 30 of the Company Act exist. | The Independent Directors have met all qualifications under the "Regulations Governing Appointment of Independent Directors" and Article 14-2 of the Securities and Exchange Act during the two years prior to their election and | 1 |
| Independent
Director
Yang, Pan-Chiang | • Please refer to (1) Information on Directors for relevant educational and professional experience.
• Qualified lawyer with over 35 years of legal expertise and practical experience; provides counsel on corporate legal matters and risk management.
• None of the circumstances set forth in Article 30 of the Company Act exist. | | 1 |
-15-
E. Diversity and Independence of the Board
The Company has established the Corporate Governance Best Practice Principles, which stipulate that the composition of the board of directors shall formulate appropriate diversity policies based on operational characteristics and development needs. In addition to ensuring that directors concurrently serving as managerial officers do not exceed one-third of board seats, appropriate diversity policies shall be established in consideration of the Company's operations, business model, and development needs, including but not limited to the following two dimensions: A. Basic conditions and values: gender, age, nationality, and culture; B. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology) and industry experience. The election of the Board of Directors shall be based on the criteria of the members of the Board of Directors shall have the necessary knowledge, skills and education to perform their duties. The board as a whole possesses the following industry experience and capabilities: A. Operational judgment; B. Accounting and financial analysis capabilities; C. Business management capabilities; D.
-16-
Crisis management capabilities; E. Industry knowledge; F. International market perspective; G. Leadership capabilities; H. Decision-making capabilities.
The Company’s current board consists of nine directors, including four independent directors (44%). None of the directors have served more than three years in their current term, and all possess diverse backgrounds, including expertise in marine construction, academia, law, and finance, providing multi-faceted professional advice and strengthening the Company’s management and overall development. All independent directors perform their duties in accordance with the Regulations Governing the Scope of Duties of Independent Directors. During their tenure, none have acted in a manner detrimental to the Company’s interests or compromised impartial judgment. All four independent directors are able to independently and effectively supervise the operation of the board.
The Company’s board places emphasis on ensuring that more than half of its members possess expertise in marine construction as well as finance and law. Currently, eight directors (89%) possess such professional capabilities. The current board includes two female directors (22%), which has not yet reached one-third of board seats. This is due to the current characteristics of the marine construction industry, where the majority of practitioners are male. However, in future board member selection, the Company will adhere to a merit-based approach and continue to pay attention to suitable female director candidates.
Only one board member (11%) currently has employee status. In addition, except for Director Chen, Chung-Pang, representative of Hung Hua Construction Co., Ltd., and Director Chen, Tsung-Fu, who are second-degree relatives, no other directors have circumstances as specified in Article 26-3, Paragraph 3 of the Securities and Exchange Act. When matters discussed at board meetings involve a director’s interest, the director recuses himself or herself from discussion and voting on the relevant proposal, to ensure that the board can perform its duties independently and objectively.
The Company’s current board diversity policy and its implementation are as follows:
Implementation of Board Diversity
| Items Name | Basic Criteria and Values | Industry Experience | Professional Competence | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Employee | Age 41-50 Age 31-40 Age | Age 51-60 Age 41-50 Age | Age 51-60 Age 41-50 Age | Operating Judgment Ability | Accounting and Finance Analysis Ability | Crisis Management Ability | Global Market View | Leadership Ability | Decision Making Ability | Business Management Capability | Experts in Finance and Law | Experts in Maritime Construction | |
| Chairman Chen, Po-Lin | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ||||
| Hung Hua Construction Co., Ltd. Representative: Chen, Chung-Pang | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |||||
| Hung Hua Construction Co., Ltd. Representative: Chen, Tsung-Fu | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |||||
| Hung Hua Construction Co., Ltd. Representative: Lin, Chih-Hung | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ||||
| Director Wang, Hai-Ling | RO.C. | Female | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ||||||
| Independent Director Wang, Hui-Ying | RO.C. | Female | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ||||
| Independent Director Yang, Pan-Chiang | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |||||
| Independent Director Chou, Hsin-Hui | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ||||
| Independent Director Wu, Men-Feng | RO.C. | Male | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ |
-18-
(2) Managers' Information
March 31, 2026
Unit: in thousands of shares
| Title | Name | Gender | Nationality | Date Effective (Note 1) | Shareholding | Shareholding of Spouse and Minor Children | Shareholding by Nominee Arrangement | Main Experience (Education) | Current Positions Served in the Company and other companies | Other Managers who are a spouse or have a familial relationship within two generations | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| President and CEO | Chen, Po-Lin | Male | R.O.C. | 7/29/2019 | 2,244 (Note 2) | 1.28 (Note 2) | — | — | — | — | • Master of Information Technology, Queensland University of Technology | |||||
| • Advanced Master Business Administration, National Cheng Kung University | ||||||||||||||||
| • Project Manager of Hung Hua Construction Co., Ltd. | • Corpoate Representative Director, Apex Aviation Inc. | CLO and Business Operations Director | Chen, Chih-Ning | Siblings | (Note 4) | |||||||||||
| Chief Operating Officer / Vice President of the Marine Business Group | Daniel Benjamin Darrington | Male | British | 9/12/2024 | 2,025 (Note 2) | 1.15 (Note 2) | — | — | — | — | • MSc in Information Systems Engineering, Imperial College London | |||||
| • Marine Manager, Fearnley Offshore Supply (United Kingdom) | ||||||||||||||||
| • Business Development Manager, Eastern Navigation (Singapore) | • Director of Eastern Navigation Thailand Co., Ltd. | |||||||||||||||
| • Director of Eastern Navigation Pty Ltd. | — | — | — | — |
| Title | Name | Gender | Nationality | Date Effective (Note 1) | Shareholding | Shareholding of Spouse and Minor Children | Shareholding by Nominee Arrangement | Main Experience (Education) | Current Positions Served in the Company and other companies | Other Managers who are a spouse or have a familial relationship within two generations | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| CLO and Business Operations Director | Chen, Chih-Ning | Female | R.O.C. | 9/12/2024 | 748 (Note 2) | 0.43 (Note 2) | — | — | — | — | • Bachelor of Accountancy, Queensland University of Technology | |||||
| • Bachelor of Law, Queensland University of Technology | ||||||||||||||||
| • Registered Lawyer of the Supreme Court of Queensland | ||||||||||||||||
| • Certified Practising Accountant, CPA Australia | ||||||||||||||||
| • Lawyer, Sia and Sia Lawyers | ||||||||||||||||
| • Legal Advisor and Risk Officer, Australian Taxation Office | ||||||||||||||||
| • Finance Director, Legal Manager, and Project Manager, Dong Fang Offshore Co., Ltd. | — | President and CEO | Chen, Po-Lin | Siblings | ||||||||||||
| Accounting Manager (Note 6) | Chung, Chun-Jen | Male | R.O.C. | 3/12/2026 | 22 | 0.01 | — | — | — | — | • Master of Publishing and Cultural Enterprise Management, Nanhua University | |||||
| • Bachelor of Accounting, National Chung Hsing University | ||||||||||||||||
| • Team Leader, Audit | — | — | — | — | — |
-20-
Note 1: The date of assumption of office refers to the appointment date for the current position, rather than the original date of hire. «
Note 2: President & CEO Chen, Po-Lin; Chief Operating Officer & Vice President of the Marine Business Group Daniel Benjamin Darrington; CLO and Business Operations Director, Chih-Ning, shares held under the "Dong Fang Offshore Co., Ltd. Employee Stock Trust Management Committee Escrow Account" at SinoPac Bank include 87 thousand shares (0.05%), 1,100 thousand shares (0.63%), and 103 thousand shares (0.06%), respectively.
Note 3: If the individual has been employed by the auditing CPA firm or its affiliates during the aforementioned period, the title and responsibilities must be specified: None.
Note 4: If the Chairman and the President or person of an equivalent level (top manager) are the same person, spouses, or relatives within the first degree of kinship, the information on the reasons, rationality, necessity, and relevant countermeasures must be specified:
The Chairman and President of the Company are the same person. Based on the current status of the Company’s operational development, the third Board of Directors appointed Chen, Po-Lin, CEO and President, as Chairman to enhance operational efficiency and execution of decision-making. The Chairman maintains close communication with all Directors regarding the Company’s recent operations and strategic direction, completing board resolutions and implementing corporate governance.
With respect to Board independence and the enhancement of Board functions, the Company has adopted the following specific measures:
(1) The Company convened an extraordinary shareholders’ meeting on December 20, 2024 to complete the appointment of four Independent Directors and established an Audit Committee to replace the Supervisor system.
(2) More than half of the Company’s board members do not concurrently serve as employees or managerial officers.
Note 5: Effective March 11, 2026, CFO & Financial Officer Su, Jung-I has been reassigned to the subsidiary, Dong Fang Offshore Solutions Pte. Ltd., as the Head of Operations.
Note 6: Effective March 12, 2026, Manager Chung, Chun-Jen succeeded Chang, Pei-Jen as the Accounting Officer due to internal organizational adjustments.
-22-
2.2 Remunerations to the Directors, President and Vice Presidents in the Most Recent Year
(1) Remunerations of the Directors (including Independent Directors)
Unit: NT$ Thousand
| Title | Name | Director's Remuneration | Sum of A+B+C+D and ratio to net income | Related remuneration paid to the concurrent employees | Sum of A+B+C+D+E+F+G and ratio to net income | Receive remuneration from a reinvested business or the parent company other than the subsidiaries | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay (B) | Directors Compensation (C) | Allowances (D) | Salary, Bonuses, and Allowances (E) | Severance Pay (F) | Employee Compensation (G) | ||||||||||||||||
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | |||||
| Chairman | Chen, Po-Lin | 600 | 600 | — | — | 150 | 150 | — | — | 750 | ||||||||||||
| 0.04% | 750 | |||||||||||||||||||||
| 0.04% | 34,436 | 34,436 | — | — | 2,503 | — | 2,503 | — | 37,689 | |||||||||||||
| 2.13% | 37,689 | |||||||||||||||||||||
| 2.13% | — | |||||||||||||||||||||
| Director | Hung Hua Construction Co., Ltd. | |||||||||||||||||||||
| Representative: Chen, Chung-Pang | 600 | 600 | — | — | 135 | 135 | 10 | 10 | 745 | |||||||||||||
| 0.04% | 745 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 745 | |||||||||||||
| 0.04% | 745 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Director | Hung Hua Construction Co., Ltd. | |||||||||||||||||||||
| Representative: Chen, Tsung-Fu | 600 | 600 | — | — | 135 | 135 | 12 | 12 | 747 | |||||||||||||
| 0.04% | 747 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 747 | |||||||||||||
| 0.04% | 747 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Director | Hung Hua Construction Co., Ltd. | |||||||||||||||||||||
| Representative: Lin, Chih-Hung | 600 | 600 | — | — | 135 | 135 | 12 | 12 | 747 | |||||||||||||
| 0.04% | 747 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 747 | |||||||||||||
| 0.04% | 747 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Director | Wang, Hai-Ling | 600 | 600 | — | — | 135 | 135 | 4 | 4 | 739 | ||||||||||||
| 0.04% | 739 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 739 | |||||||||||||
| 0.04% | 739 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Independent Director | Wang, Hui-Ying | 600 | 600 | — | — | 113 | 113 | 18 | 18 | 731 | ||||||||||||
| 0.04% | 731 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 731 | |||||||||||||
| 0.04% | 731 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Independent Director | Yang, Pan-Chiang | 600 | 600 | — | — | 100 | 100 | 13 | 13 | 713 | ||||||||||||
| 0.04% | 713 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 713 | |||||||||||||
| 0.04% | 713 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Independent Director | Chou, Hsin-Hui | 600 | 600 | — | — | 113 | 113 | 13 | 13 | 726 | ||||||||||||
| 0.04% | 726 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 726 | |||||||||||||
| 0.04% | 726 | |||||||||||||||||||||
| 0.04% | — | |||||||||||||||||||||
| Independent Director | Wu, Men-Feng | 600 | 600 | — | — | 100 | 100 | 6 | 6 | 706 | ||||||||||||
| 0.04% | 706 | |||||||||||||||||||||
| 0.04% | — | — | — | — | — | — | — | — | 706 | |||||||||||||
| 0.04% | 706 | |||||||||||||||||||||
| 0.04% | — |
-23-
A. The policy, system, standards and structure in place for paying remuneration to Directors and Independent Directors of the Company, and the relationship of such as the duties and risks undertaken and time invested by the Directors to the amount of remuneration paid:
The Company's Independent Directors were appointed on December 20, 2024. In 2025, Independent Directors receive transportation allowances, fixed remuneration, and Directors' remuneration. The remuneration they receive is determined by taking into account the Company's overall operating performance, their level of participation in operations, and their contribution value, with reference to industry standards. It is reviewed by the Remuneration Committee and approved by resolution of the Board of Directors.
B. In addition to what is disclosed in the above table, the amount of remuneration received by Directors of the Company in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the parent company /any consolidated entities /inv enterprises): None.
Range of Remuneration
| Remuneration Range for Each Director | Director's Name | |||
|---|---|---|---|---|
| The sum of the First 4 Items (A+B+C+D) | Total Remuneration of the First 7 Items (A+B+C+D+E+F+G) | |||
| The Company | All Companies in the Financial Statement | The Company | All Companies in the Financial Statement | |
| Less than 1,000,000 dollars | Chen, Po-Lin, Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Pang, Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Fu, Representative of Hung Hua Construction Co., Ltd.: Lin, Chih-Hung, Wang, Hai-Ling, Wang, Hui-Ying, Yang, Pan-Chiang, Chou, Hsin-Hui, Wu, Men-Feng | Chen, Po-Lin, Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Pang, Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Fu, Representative of Hung Hua Construction Co., Ltd.: Lin, Chih-Hung, Wang, Hai-Ling, Wang, Hui-Ying, Yang, Pan-Chiang, Chou, Hsin-Hui, Wu, Men-Feng | Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Pang, Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Fu, Representative of Hung Hua Construction Co., Ltd.: Lin, Chih-Hung, Wang, Hai-Ling, Wang, Hui-Ying, Yang, Pan-Chiang, Chou, Hsin-Hui, Wu, Men-Feng | Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Pang, Representative of Hung Hua Construction Co., Ltd.: Chen, Chung-Fu, Representative of Hung Hua Construction Co., Ltd.: Lin, Chih-Hung, Wang, Hai-Ling, Wang, Hui-Ying, Yang, Pan-Chiang, Chou, Hsin-Hui, Wu, Men-Feng |
| 1,000,000 dollars (included) ~ 2,000,000 dollars (excluded) | — | — | — | — |
| 2,000,000 dollars (included) ~ 3,500,000 dollars (excluded) | — | — | — | — |
| Remuneration Range for Each Director | Director’s Name | ||||
|---|---|---|---|---|---|
| The sum of the First 4 Items (A+B+C+D) | Total Remuneration of the First 7 Items (A+B+C+D+E+F+G) | ||||
| The Company | All Companies in the Financial Statement | The Company | All Companies in the Financial Statement | ||
| 3,500,000 dollars (included) | ~ 5,000,000 dollars (excluded) | — | — | — | — |
| 5,000,000 dollars (included) | ~ 10,000,000 dollars (excluded) | — | — | — | — |
| 10,000,000 dollars (included) | ~ 15,000,000 dollars (excluded) | — | — | — | — |
| 15,000,000 dollars (included) | ~ 30,000,000 dollars (excluded) | — | — | — | — |
| 30,000,000 dollars (included) | ~ 50,000,000 dollars (excluded) | — | — | Chen, Po-Lin | Chen, Po-Lin |
| 50,000,000 dollars (included) | ~ 100,000,000 dollars (excluded) | — | — | — | — |
| More than 100,000,000 dollars | — | — | — | — | |
| Total | A total of 9 people | A total of 9 people | A total of 9 people | A total of 9 people |
(2) Remuneration of Supervisors: Not Applicable.
(3) Remunerations of President and Vice Presidents
Unit: NT$ Thousand
| Title | Name | Salary (A) | Severance Pay (B) | Bonuses and Allowances (C) | Employee Compensation (D) | Sum of A+B+C+D and ratio to net income | Receive remuneration from a reinvested business or the parent company other than the subsidiaries | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | |||||
| Cash | Share | Cash | Share | |||||||||||
| President and CEO | Chen, Po-Lin | 14,197 | 14,197 | 294 | 294 | 55,870 | 55,870 | 10,013 | — | 10,013 | — | 80,374 4.55% | 80,374 4.55% | — |
| COO / Vice President of the Marine Business Group | Daniel Benjamin Darrington | |||||||||||||
| CLO and Business Operations Director | Chen, Chih-Ning | |||||||||||||
| CFO and Financial Officer | Su, Jung-I |
Note : Effective March 11, 2026, CFO & Financial Officer Su, Jung-I has been reassigned to the subsidiary, Dong Fang Offshore Solutions Pte. Ltd., as the Head of Operations.
| Range of Remuneration | |||
|---|---|---|---|
| Remuneration Range for Each President and Deputy President | Name | ||
| The Company | All Companies in the Financial Statement | ||
| Less than 1,000,000 dollars | — | — | |
| 1,000,000 dollars (included) ~ 2,000,000 dollars (excluded) | — | — | |
| 2,000,000 dollars (included) ~ 3,500,000 dollars (excluded) | — | — | |
| 3,500,000 dollars (included) ~ 5,000,000 dollars (excluded) | — | — | |
| 5,000,000 dollars (included) ~ 10,000,000 dollars (excluded) | Su, Jung-I | Su, Jung-I | |
| 10,000,000 dollars (included) ~ 15,000,000 dollars (excluded) | — | — | |
| 15,000,000 dollars (included) ~ 30,000,000 dollars (excluded) | Daniel Benjamin Darrington Chen, Chih-Ning | Daniel Benjamin Darrington Chen, Chih-Ning | |
| 30,000,000 dollars (included) ~ 50,000,000 dollars (excluded) | Chen, Po-Lin | Chen, Po-Lin | |
| 50,000,000 dollars (included) ~ 100,000,000 dollars (excluded) | — | — | |
| More than 100,000,000 dollars | — | — | |
| Total | A total of 4 people | A total of 4 people |
(4) Distribution of Employee Bonus to Managers
December 31, 2025; Unit: NT$ Thousand
| Title | Name | Stock Amount | Cash Amount | Total | The Ratio of the Sum to the Net Profit after Tax (%) | |
|---|---|---|---|---|---|---|
| Managers | President and CEO | Chen, Po-Lin | — | 15,427 | 15,427 | 0.87% |
| COO / Vice President of the Marine Business Group | Daniel Benjamin Darrington | |||||
| CFO & Financial Officer | Su, Jung-I | |||||
| CLO and Business Operations Director | Chen, Chih-Ning | |||||
| Accounting Manager | Chang, Pei-Chen | |||||
| Internal Audit Manager | Huang, Yu-Ting |
Note: Based on the employee remuneration amount of NT$24,983 thousand proposed for distribution for 2025 and approved by the Board of Directors, as of the date of printing of this annual report, the detailed allocation has not yet been determined. Therefore, the proposed distribution for the current year is calculated based on the proportion of the actual distribution in the previous year, and the actual distribution amount shall prevail.
(5) The Remuneration of the top five highest-paid managers of Listed and OTC companies: Not applicable.
(6) Analysis of total remunerations to Directors, President, vice presidents etc. as a percentage of the standalone after-tax net income in the last two years and description of the policy, standards and packages of remunerations, procedure for making such decision and relation to business performance:
A. Analysis of the total remuneration to Directors, President, vice presidents etc. as a percentage of the stand-alone after-tax net income in the last two years:
| Title | Ratio of Total Remuneration to Net Income After Tax for 2024 (%) | Ratio of Total Remuneration to Net Income After Tax for 2025 (%) | ||
|---|---|---|---|---|
| The Company | All consolidated entities | The Company | All consolidated entities | |
| Directors (Note) | 0.18% | 0.18% | 0.37% | 0.37% |
| President and Deputy President | 11.31% | 11.31% | 4.55% | 4.55% |
Note: Excluding Chairman Chen, Po-Lin's employee compensation, which has been included in the remuneration of the President and Vice Presidents above.
B. The correlation among the remuneration payment policy, standards and combinations
The Company’s Articles of Incorporation stipulate that, before deducting employee remuneration and directors’ remuneration from the profit before tax for the current year, 1% to 3% shall be allocated as employee remuneration, and not more than 3% shall be allocated as directors’ remuneration. In addition, in accordance with the Company’s “Procedures for the Management of Remuneration of Directors and Managers,” the remuneration for directors in the performance of their duties and transportation allowances for business execution expenses are determined as fixed amounts by the Remuneration Committee with reference to prevailing industry standards and approved by the Board of Directors.
The remuneration of the Company’s managers is determined through a comprehensive assessment with reference to the human resources market, comparable industries, and the Company’s compensation and benefits policies. Upon appointment, promotion, or salary adjustment, factors such as position level, academic and professional background, professional competence, and job responsibilities are considered in determining remuneration, which is then submitted to the Remuneration Committee for review and subsequently to the Board of Directors for approval.
The composition of the remuneration paid by the Company, in accordance with the organizational regulations of the Remuneration Committee, includes cash remuneration, stock options, remuneration, retirement benefits or severance payments, various allowances, and other incentive measures of substantive nature. Its scope is consistent with the requirements regarding directors’ and managers’ remuneration under the Regulations Governing Information to be Published in Annual Reports of Public Companies.
C. Remuneration procedure
Each year, the Company conducts evaluations in accordance with the “Performance Evaluation Measures for Directors and Managers,” taking into account operational and ESG-related performance, and regularly reviews the reasonableness of remuneration for directors and managers. The actual remuneration paid to directors and managers in 2025 is determined after review by the Remuneration Committee and approval by the Board of Directors.
D. Relevance of operating performance and future risk
The Company’s remuneration system and related payment standards are primarily designed to enhance overall operational performance. Remuneration is determined based on performance achievement and level of contribution, with reference to industry compensation standards, to ensure that management compensation is competitive within the industry and capable of attracting and retaining professional managers.
-28-
When formulating operational objectives, the Company’s management team carefully considers various risk factors to ensure that potential risks can be effectively controlled during the execution of decisions. Operating performance will be reflected in the Company’s profitability and is linked to management remuneration.
2.3 Corporate Governance Status
(1) The Operation of the Board of Directors
The 3rd Board of Directors held 13 meetings (A) during the most recent fiscal year (2025) and the current year (2026) up to the date of publication of this annual report.
The attendance of Directors and Independent Directors is as follows:
| Title | Name | Number of attendance in person (B) | Number of entrusted attendance | Percentage of attendance in person (%)(B/A) | Note |
|---|---|---|---|---|---|
| Chairman | Chen, Po-Lin | 13 | 0 | 100 | |
| Director | Hung Hua Construction Co., Ltd. | ||||
| Representative: Chen, Chung-Pang | 12 | 1 | 92 | ||
| Director | Hung Hua Construction Co., Ltd. | ||||
| Representative: Chen, Tsung-Fu | 11 | 2 | 85 | ||
| Director | Hung Hua Construction Co., Ltd. | ||||
| Representative: Lin, Chih-Hung | 13 | 0 | 100 | ||
| Director | Wang, Hai-Ling | 13 | 0 | 100 | |
| Independent Director | Wang, Hui-Ying | 13 | 0 | 100 | |
| Independent Director | Yang, Pan-Chiang | 13 | 0 | 100 | |
| Independent Director | Chou, Hsin-Hui | 13 | 0 | 100 | |
| Independent Director | Wu, Men-Feng | 12 | 1 | 92 |
Other matters that shall be recorded:
A. If the Audit Committee operates in any of the following circumstances, the date and session of the Audit Committee meeting, the content of motion, the independent directors’ opinions expressing objections, reservations or major suggestions, the resolution of Audit Committee, and the Company’s response to the opinion of the Audit Committee should be specified:
a. Matters listed in Article 14-3 of the Securities and Exchange Act:
The Company elected Independent Directors and established an Audit Committee at the Extraordinary General Meeting on December 20, 2024. For relevant information, please refer to the "Operation of the Audit Committee."
b. Other than the aforementioned matters, the board resolutions which Independent Directors object to or have reservations about and there are records or written statements for them: None.
B. For the situation where a Director avoids a motion related to his/her own interests, please specify the Director’s names, the contents of the motion, the reasons for the avoidance of interests and the voting results:
| Date of Board Meeting / Term | Name of Director | Content of Resolution | Reasons for the Avoidance of Conflict of Interest and Participation Status in the Voting Process |
|---|---|---|---|
| 5/27/2025 | |||
| 6th Meeting of the 3rd Term | Chen, Po-Lin | ||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | Transactions with Related Parties. | Recused from discussion and voting due to conflict of interest. | |
| 9/25/2025 | |||
| 10th Meeting of the 3rd Term | Chen, Po-Lin | ||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | Transactions with Related Parties. | Recused from discussion and voting due to conflict of interest. | |
| 10/23/2025 | |||
| 11th Meeting of the 3rd Term | Chen, Po-Lin | ||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | Adoption of the 2025 Employee Stock Subscription Procedures for the Pre-Listing Cash Capital Increase. | Recused from discussion and voting due to conflict of interest. | |
| Chen, Po-Lin | |||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | Review of the Allocation of Shares for Managerial Participation in the Cash Capital Increase. | ||
| Chen, Po-Lin | |||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | Allocation of 2024 Employee Compensation to Managerial Officers. | ||
| 12/26/2025 | |||
| 13th Meeting of the 3rd Term | Chen, Po-Lin | Review of the 2025 Performance Evaluation of Managerial Officers. | Recused from discussion and voting due to conflict of interest. |
| Chen, Po-Lin | |||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | |||
| Wang, Hai-Ling | Allocation of 2024 Directors’ Remuneration to Directors. | ||
| Wang, Hui-Ying | |||
| Yang, Pan-Chiang | |||
| Chou, Hsin-Hui | |||
| Wu, Men-Feng | Allocation of 2024 Directors’ Remuneration to Independent Directors. |
-30-
| Date of Board Meeting / Term | Name of Director | Content of Resolution | Reasons for the Avoidance of Conflict of Interest and Participation Status in the Voting Process |
|---|---|---|---|
| 2/6/2026 | |||
| 14th Meeting of the 3rd Term | Chen, Po-Lin | ||
| Chen, Chung-Pang | |||
| Chen, Tsung-Fu | |||
| Lin, Chih-Hung | Transactions with Related Parties. | Recused from discussion and voting due to conflict of interest. | |
| Chen, Po-Lin | Review of the 2025 Year-End Bonus Distribution for Managerial Officers. |
C. Disclosure of the frequency, period, scope, methods, and content of the board of directors self or peer evaluation, and filling out the execution status in Exhibit: The Company has established the "Regulations Governing the Performance Evaluation of the Board of Directors, Functional Committees, and Managers." Performance evaluations are conducted annually for the Board as a whole, individual Directors, functional committees, and managers, and shall be completed before the end of the first quarter of the following year.
| Frequency | Period | Scope | Method | Content |
|---|---|---|---|---|
| Annual | Jan.1, 2025~Dec.31, 2025 | Board of Directors | Board’s Self-evaluation | A. Participation in Company operations. |
| B. Improving the Board of Directors’ decision-making quality. | ||||
| C. Composition and structure of the Board of Directors. | ||||
| D. Appointment and continuing education of Directors. | ||||
| E. Internal Control. | ||||
| Individual Director | Director’s Self-evaluation | A. Knowledge of corporate goals and mission. | ||
| B. Knowledge of Directors’ responsibilities. | ||||
| C. Participation in Company operations. | ||||
| D. Internal relationship management and communication. | ||||
| E. Expertise and continuing education of Directors. | ||||
| F. Internal Control. | ||||
| Functional Committee | Functional Committee’s Self-evaluation | A. Participation in Company operations | ||
| B. Knowledge of Functional Committees’ responsibilities. | ||||
| C. Improving the Functional Committees’ decision-making quality. | ||||
| D. Composition of the Functional |
| Frequency | Period | Scope | Method | Content |
|---|---|---|---|---|
| Committee and member election. | ||||
| E. Internal Control. |
D. The goals for strengthening the board's functions in the current and the previous year and assessment of the implementation:
a. The Company has established the "Rules of Procedure for Board of Directors Meetings" to build a robust governance system, strengthen supervisory functions, and ensure full information disclosure by announcing the rules on the Market Observation Post System to protect shareholders' rights.
b. To enhance the Board's governance, oversight, and management functions, the Company established the Remuneration Committee on May 22, 2024, followed by the Audit Committee on December 20, 2024, and both the Nomination Committee and Sustainable Development Committee on March 24, 2025.
(2) Operation of the Audit Committee:
The Audit Committee of the Company was established on December 20, 2024, consisting of 4 Independent Directors. For information regarding the professional qualifications and experience of the members, please refer to the "Disclosure of Professional Qualifications of Directors and Independence of Independent Directors" section of this annual report.
The primary objectives of the Audit Committee's operations are to oversee the following: (a) The fair presentation of the Company's financial statements; (b) The appointment (dismissal), independence, and performance of the external certified public accountants; (c) The effective implementation of the Company's internal controls; (d) The Company's compliance with relevant laws and regulations; (e) The management and control of the Company's existing or potential risks.
A. As of the date of publication of this annual report, the 1st Audit Committee has held 13 meetings (A). The attendance of Independent Directors is as follows:
| Title | Name | Number of attendance in person (B) | Number of entrusted attendance | Percentage of attendance in person (%)(B/A) | Note |
|---|---|---|---|---|---|
| Independent Director | Wang, Hui-Ying | 13 | 0 | 100 | |
| Independent Director | Yang, Pan-Chiang | 13 | 0 | 100 | |
| Independent Director | Chou, Hsin-Hui | 13 | 0 | 100 | |
| Independent Director | Wu, Men-Feng | 12 | 1 | 92 |
Other matters that shall be recorded:
a. If any of the following situations occurs in the operation of the Audit Committee, the date, session, agenda, dissent or reserved opinions or the content of the major suggestion of independent directors, the resolution outcome, and the Company’s handling of said opinions should be disclosed:
(1) Matters listed in Article 14-5 of the Securities and Exchange Act:
| Meeting Date / Term | Content of Resolution | Resolution of the Audit Committee and Company’s handling of said resolutions |
|---|---|---|
| 2/27/2025 | ||
| 2nd Meeting of the 1st Term | • Construction of new vessels and the execution of shipbuilding contracts with shipyards. | |
| • Construction of new vessels and the execution of shipbuilding contracts with shipyards. | Unanimously passed as proposed without objection following the Chairperson’s consultation. Submitted to the Board of Directors for resolution. | |
| 3/24/2025 | ||
| 3rd Meeting of the 1st Term | • Assessment of the Company’s Capability to Independently Prepare Financial Statements. | |
| • Business Report and Financial Statements for 2024. | ||
| • Statements on Internal Control System” for 2024 and for the project review period. | ||
| • Proposal regarding the definition of non-management employees. | ||
| • Amendments to Certain Provisions of the “Payroll Cycle” and the “Detailed Rules for Internal Audit Implementation.” | ||
| • Amendments to Certain Provisions of the “General Principles of Internal Control System,” the “Sales and Collection Cycle,” the “Procurement and Payment Cycle,” and the “Detailed Rules for Internal Audit Implementation – Other Management Operating Procedures.” | ||
| • Engagement of Certified Public Accountants and Audit Fees for 2025. | ||
| • Execution of Long-term Vessel Charter Contracts. | ||
| 4/11/2025 | ||
| 4th Meeting of the 1st Term | • Risk Management Operations. | |
| • Earnings Distribution for 2024. | ||
| • Amendments to Certain Provisions of the “Accounting System.” | ||
| 5/27/2025 | ||
| 5th Meeting of the 1st Term | • Financial Statements for the First Quarter of 2025. | |
| • “Statement on Internal Control System” for the project review period. | ||
| • Amendments to Certain Provisions of the “Procurement and Payment Cycle,” the |
| Meeting Date / Term | Content of Resolution | Resolution of the Audit Committee and Company’s handling of said resolutions |
|---|---|---|
| “Production Cycle,” and the “Property, Plant and Equipment Cycle.” | ||
| • Financial Forecast for the Second and Third Quarters of 2025. | ||
| • Proposed Increase in the Total Budget for Vessels Under Construction and Their Related Equipment. | ||
| • Transactions with Related Parties. | ||
| 6/19/2025 | ||
| 6th Meeting of the 1st Term | • Corrections to the Financial Statements and Business Reports for 2022, 2023, the Second Quarter of 2024, 2024, and the First Quarter of 2025. | |
| • Corrections to the Earnings Distribution Statements for 2022, 2023, and 2024. | ||
| • Amendments to the “Delegation of Authority Matrix.” | ||
| 6/30/2025 | ||
| 7th Meeting of the 1st Term | • Financial Forecast for the Third and Fourth Quarters of 2025. | |
| • Procurement of Submarine Cable Installation Systems and Related Equipment. | ||
| 8/8/2025 | ||
| 8th Meeting of the 1st Term | • Financial Statements for the Second Quarter of 2025. | |
| • Application for Bank Credit Facilities. | ||
| • Application for Bank Credit Facilities. | ||
| 9/25/2025 | ||
| 9th Meeting of the 1st Term | • Public Underwriting of New Shares Issued through a Pre-Listing Cash Capital Increase. | |
| • Application for a Syndicated Credit Facility with a Total Credit Limit of Not Exceeding NT$4.6 billion from a Banking Syndicate Jointly Arranged by Taipei Fubon Commercial Bank and Bank SinoPac. | ||
| • Transactions with Related Parties. | ||
| 10/23/2025 | ||
| 10th Meeting of the 1st Term | • Amendments to Certain Provisions of the “Accounting System.” | |
| • Acquisition of One Vessel. | ||
| 11/12/2025 | ||
| 11th Meeting of the 1st Term | • Financial Statements for the Third Quarter of 2025. | |
| • Periodic Assessment of the Independence and Qualifications of the Certifying CPAs. | ||
| 12/26/2025 | ||
| 12th Meeting of the 1st Term | • Amendments to Certain Provisions of the “Delegation of Authority Matrix” and the “Payroll Cycle.” | |
| • Adoption of the 2026 Internal Audit Plan. |
-34-
(2) Other resolutions that were opposed by the Audit Committee while approved by two-thirds of the directors: None.
b. The independent directors shall avoid the process of resolution that involves related interest parties, and the name of the directors, the content of the resolution, the reasons for the avoidance of conflict of interests and the participation status in the voting process shall be stated: None.
c. Communications between the Independent Directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate
finance or operations, etc.):
(1) At least one private meeting is held annually between the external CPAs and the Head of Internal Audit to discuss internal audit findings and external audit opinions. Communication regarding audit deficiencies for the year is documented accordingly.
(2) The Head of Internal Audit reports the status of audit execution to the Audit Committee on a regular basis.
(3) Extraordinary meetings may be convened at any time if Independent Directors, the Head of Internal Audit, or the external CPAs deem it necessary to communicate on specific matters independently.
(4) Summary of communications between Independent Directors and CPAs for 2025:
| Date | Name | Communication Highlights | Suggestion and result |
|---|---|---|---|
| 2/6/2025 | |||
| Pre-audit Communication Meeting with Governance Authorities | Independent Directors: | ||
| Wang, Hui-Ying | |||
| Yang, Pan-Chiang | |||
| Chou, Hsin-Hui | |||
| Wu, Men-Feng |
CPA:
Wang, Sung-Tse | • Communication Plan
• Roles and Responsibilities of the Lead Engagement CPA
• Annual Audit Plan (including the determination of Key Audit Matters, KAM)
• CPA Independence Statement
• Quality Management System of the Audit Firm
• Significant Amendments to the International Code of Ethics for Professional Accountants (IESBA Code) | The Independent Directors had no objections to the communication matters and explanatory contents. |
| 12/26/2025
Communication Meeting with Governance Authorities at the Planning Stage | | | |
-36-
(5)Summary of communications between independent directors and the chief internal auditor for 2025:
| Date | Name | Communication Highlights | Suggestion and result |
|---|---|---|---|
| 3/24/2025 | |||
| Audit Committee | Independent Directors: | ||
| Wang, Hui-Ying | |||
| Yang, Pan-Chiang | |||
| Chou, Hsin-Hui | |||
| Wu, Men-Feng | • Statement on Internal Control System | ||
| • Amendments to Internal Audit and Internal Control Systems | The Independent Directors had no objections to the communication matters and explanatory contents. | ||
| 5/27/2025 | |||
| Audit Committee | • Statement on Internal Control System | ||
| • Amendments to Internal Audit and Internal Control Systems | |||
| 6/19/2025 | |||
| Audit Committee | Internal Audit Manager: | ||
| Huang, Yu-Ting | • Amendments to Internal Regulations | ||
| 12/26/2025 | |||
| Pre-meeting | |||
| Communication | |||
| of the Audit | |||
| Committee | • Discussion on the 2026 Annual Audit Plan | ||
| • Amendments to Internal Regulations |
(3) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Evaluation Items | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary of the description | ||
| 1. Has the company establish and disclose its Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? | ☑ | In accordance with the relevant provisions of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company adopted the “Corporate Governance Best Practice Principles” by resolution of the Board of Directors on November 1, 2024, and disclosed them on the Market Observation Post System. | No material differences. | |
| 2. Shareholding structure & shareholders’ rights | ||||
| (1) Does the company have internal operation procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly? | ☑ | The Company convenes shareholders’ meetings in accordance with the Company Act and relevant laws and regulations, and conducts related matters of shareholders’ meetings in accordance with the “Rules of Procedure for Shareholders’ Meetings.” In addition, the Company has established a spokesperson system, with a dedicated unit responsible for handling shareholder suggestions, and has appointed SinoPac Securities Co., Ltd., Shareholder Services Agent Department, to handle shareholder services. | No material differences. | |
| (2) Does the company know the identity of its major shareholders and the parties with ultimate control of the major shareholders? | ☑ | The Company reports changes in insider shareholdings on a monthly basis in accordance with regulations, and, based on the shareholder register obtained by the shareholder services agent during the book closure period, fully monitors changes in the shareholdings of major shareholders. It also regularly discloses the list of major shareholders and the ultimate controllers of major shareholders in accordance with regulations. At the same time, the Company | No material differences. | |
| shows the shareholder information and information about the shareholder’s equity. |
| Evaluation Items | Implementation Status | | | Deviations from
“the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Summary of the description | |
| | | | maintains good interaction with major shareholders and is able to promptly grasp information on changes in shareholdings. | |
| (3) Has the company built and implement the risk management and firewall between the Company and its affiliates? | ☑ | | The Company has established internal control and internal audit systems for affiliated enterprises and has formulated and implemented the “Procedures for the Management of Related Party Transactions” to effectively control operational risks of affiliated enterprises. | No material differences. |
| (4) Has the company established internal rules prohibiting insiders trading of securities based on undisclosed information? | ☑ | | The Company has established the “Procedures for Handling Material Inside Information and Preventing Insider Trading” and the “Code of Ethical Conduct,” prohibiting insiders from trading securities using undisclosed market information. The Company also conducts regulatory advocacy and the internal audit department performs periodic audits. | No material differences. |
| 3. Composition and Responsibilities of the Board of Directors
(1) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? | ☑ | | In accordance with the Corporate Governance Best Practice Principles, the board of directors has established appropriate diversity policies based on the Company’s operations, business model, and development needs. These include two major dimensions: basic conditions and values, and professional knowledge and skills. Directors are required to possess professional capabilities such as operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making abilities. For implementation details, please refer to Section II, Corporate Governance Report of this annual report, under “Information on Directors, president, vice | No material differences. |
-39-
| Evaluation Items | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary of the description | ||
| president, assistant vice presidents, heads of various departments and branch units.” | ||||
| (2) Has the company voluntarily established other functional committees in addition to the Remuneration Committee and the Audit Committee? | ☑ | In addition to establishing the Audit Committee and the Remuneration Committee in accordance with the law, the Company has also established the Nomination Committee to strengthen board functions and management mechanisms, and the Sustainable Development Committee to implement the Company’s sustainable development objectives and strengthen sustainability governance. | No material differences. | |
| (3) Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms? | ☑ | On December 3, 2024, the Board of Directors adopted the “Performance Evaluation Measures for the Board of Directors, Functional Committees, and Managers.” Performance evaluations are conducted at least once annually, covering the overall board of directors, individual directors, and functional committees. Evaluation methods include internal self-evaluation of the board, self-evaluation by individual directors, peer evaluation, or performance evaluation conducted by external professional institutions. The evaluation results are used as a reference for individual directors’ remuneration and nomination for reappointment. The most recent self-evaluation results for the Board of Directors, Audit Committee, Remuneration Committee, Sustainable Development Committee, and Nomination Committee all achieved an overall average score of above 4.5 (out of a maximum of 5), and these evaluation results were reported to the Board of Directors on December 26, 2025. | No material differences. | |
| (4) Does the company regularly evaluate its external auditors’ | ☑ | Each year, the Company’s Audit Committee evaluates the independence and suitability of the certifying CPAs based on the following standards and reports | No material differences. |
-40-
-41-
| Evaluation Items | Implementation Status | | | Deviations from
“the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Summary of the description | |
| corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? | | | providing directors with information necessary for the execution of their duties, assisting directors in compliance with applicable laws and regulations, reporting to the Board of Directors on the results of the review of whether independent directors meet the relevant legal and regulatory qualifications at the time of nomination, election, and during their term of office, handling matters related to changes in directors, and other corporate governance-related matters as stipulated in the Company’s Articles of Incorporation or contracts. | |
| 5. Has the company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, and suppliers), and created a stakeholders section on its company website? Does the Company appropriately respond to stakeholders’ questions and concerns on important corporate social responsibility issues? | ☑ | | The Company provides important corporate social responsibility-related information of concern to stakeholders on the Market Observation Post System and in the investor relations section of the Company’s website. The Company has established a spokesperson system, and corresponding responsible departments are assigned for stakeholders including customers, suppliers, employees, shareholders, and regulatory authorities, maintaining smooth communication channels. | No material differences. |
| 6. Has the company appointed a professional shareholder service agent | ☑ | | The Company has appointed SinoPac Securities Co., Ltd., Shareholder Services Department, to handle shareholder-related matters. | No material differences. |
-42-
-43-
-44-
D. Directors’ continuing education: The Company arranges training courses for directors related to corporate governance, finance, accounting, or legal matters. All directors have completed the required training hours in 2025 and will continue to participate in training in future years. In addition, the CPAs also share recent regulatory updates with the directors.
E. Implementation of risk management policies and risk measurement standards: The Company’s highest governance body for risk management is the Board of Directors, which is responsible for approving risk management policies and frameworks, supervising the overall implementation of risk management, and ensuring the effective execution of risk management mechanisms. The Sustainable Development Committee and the Audit Committee are responsible for reviewing risk management matters and approving risk appetite, and regularly reviewing their applicability and effectiveness of implementation to ensure effective execution of risk control mechanisms. On December 30, 2024, the Board of Directors approved the establishment of the “Sustainable Development Risk Management Policy,” incorporating sustainability-related issues into the Company’s management and operations, and reporting risk management-related matters and operational status to the Board of | |
-45-
-46-
(4) If the company has a remuneration committee or nomination committee in place, the composition and operation of such committee shall be disclosed
A. Information of the members of the Remuneration Committee
March 31, 2026
| Title | Conditions | Professional Qualifications | Status of Independence | Number of Other Public Companies in which the Individual is Concurrently Serving as an Independent Director | |
|---|---|---|---|---|---|
| Name | |||||
| Convener / Independent Director | Wang, Hui-Ying | Please refer to the section on "Disclosure of Professional Qualifications of Directors and Independence of Independent Directors" in this annual report. | 1 | ||
| Independent Director | Yang, Pan-Chiang | 1 | |||
| Independent Director | Chou, Hsin-Hui | 0 |
B. The operating status of the Remuneration Committee
a. There are 3 members of the Remuneration Committee of the Company.
b. Term of office of the members of the 2nd term: It started on December 20, 2024 and will end on December 19, 2027.
c. The Remuneration Committee shall exercise the due care of a prudent administrator in faithfully fulfilling the following functions and submitting its recommendations to the Board of Directors for discussion:
(a) Periodically review these Regulations and propose recommendations for amendments.
(b) Establish and periodically review the performance evaluation standards, performance goals, and the policy, system, standards, and structure of remuneration for Directors and managers of the Company.
(c) Periodically assess the achievement of performance goals by Directors and managers of the Company, and periodically evaluate and determine the content and amount of their individual remuneration.
d. The Remuneration Committee met seven (A) times in 2025.
The attendance records of the committee members in 2025 are as follows:
| Title | Name | Number of attendances in person (B) | Number of entrusted attendances | Percentage of attendance in person (%)(B/A) | Note |
|---|---|---|---|---|---|
| Convener | Wang, Hui-Ying | 7 | 0 | 100 | Served as a member of the 1st and 2nd Remuneration Committee; re-elected on December 20, 2024; 7 meetings were scheduled for attendance during the term. |
| Member | Yang, Pan-Chiang | 7 | 0 | 100 | |
| Member | Chou, Hsin-Hui | 7 | 0 | 100 | |
| Other matters that shall be recorded: | |||||
| A. If the board of directors does not adopt or has revised the recommendations of the Remuneration Committee, the date, period, agenda, decision, and handling of the Company’s opinion on the Remuneration Committee (If the board of directors approves a better salary and remuneration than those recommended by the Remuneration Committee, it shall specify the differences and reasons): None. | |||||
| B. If any members have dissenting or reserved opinions with recorded or written statements regarding the resolution of the Remuneration Committee, the date, period, agenda, all members’ opinions, and how the Remuneration Committee handles, the members’ opinions shall be specified: None. | |||||
| Meeting Date / Term | Content of Resolution | Resolution of the Audit Committee and Company’s handling of said resolutions | |||
| --- | --- | --- | |||
| 3/24/2025 | |||||
| 2nd Meeting of the 2nd Term | ■ Distribution of Employee Compensation and Directors’ Remuneration for 2024. | ||||
| ■ Proposal regarding the definition of non-management employees. | |||||
| ■ Amendments to Certain Provisions of the Articles of Incorporation. | Unanimously passed as proposed without objection following the Chairperson’s consultation. | ||||
| Submitted to the Board of Directors for resolution. | |||||
| 4/11/2025 | |||||
| 3rd Meeting of the 2nd Term | ■ Appointment of the Corporate Governance Officer. | ||||
| 6/19/2025 | |||||
| 4th Meeting of the 2nd Term | ■ Corrections to the Distribution Ratios of Employee Compensation and Directors’ and Supervisors’ Remuneration for 2022, 2023, and 2024. | ||||
| 10/23/2025 | |||||
| 5th Meeting of the 2nd Term | ■ Adoption of the 2025 Employee Stock Subscription Procedures for the Pre-Listing Cash Capital Increase | ||||
| ■ Review of the Allocation of Shares for Managerial Participation in the Cash Capital Increase. | |||||
| ■ Allocation of 2024 Employee Compensation |
C. Information on the Members and Operations of the Nomination Committee
a. Specify the appointment qualifications and responsibilities of the members of the Nomination Committee:
On March 24, 2025, the Board of Directors appointed three directors to form the first Nomination Committee, of whom two are independent directors. Acting under the authorization of the Board of Directors, the Nomination Committee shall exercise the due care of a prudent manager and faithfully perform the following duties, and submit its recommendations to the Board of Directors for discussion.
(a) Laying down the standards of independence and a diversified background covering the expertise, skills, experience, gender, etc. of members of the board and senior executives, and finding, reviewing, and nominating candidates for directors, and senior executives based on such standards.
(b) Establishing and developing the organizational structure of the board and each committee, and evaluating the performance of the board, each committee, and each director and senior executive and the independence of the independent directors.
(c) Establishing and reviewing on a regular basis programs for director continuing education and the succession plans of directors and senior executives.
(d) Establishing corporate governance guidelines of the Company.
-49-
b. Professional Qualifications, Experience, and Operational Status of Nomination Committee Members:
Term of the current committee: March 24, 2025 to December 19, 2027. As of the date of publication of this annual report in 2025, the Nomination Committee has convened two meetings (A). The professional qualifications and experience of the members, their attendance, and the matters discussed are as follows:
| Title | Name | Professional Qualifications and Experience | Number of attendances in person (B) | Number of entrusted attendances | Percentage of attendance in person (%)(B/A) |
|---|---|---|---|---|---|
| Convener (Independent Director) | Wu, Men-Feng | Management | |||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | 2 | 0 | 100 | ||
| Member (Independent Director) | Chou, Hsin-Hui | Management | 2 | 0 | 100 |
| Member (Chairman) | Chen, Po-Lin | Management | |||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | |||||
| • | 2 | 0 | 100 | ||
| Other matters that shall be recorded: | |||||
| Summary of major proposals of the Nomination Committee: Meeting dates, sessions, contents, member opinions, resolution results, and follow-up actions: | |||||
| Meeting Date / Term | Content of Resolution | Resolution of the Nomination Committee and Company’s handling of said resolutions | |||
| 4/11/2025 | |||||
| 1st Meeting of the 1st Term | • Succession Planning and Continuing Education Programs for Directors and Key Management Personnel. | Unanimously passed as proposed without objection following the Chairperson’s consultation. | |||
| Submitted to the Board of Directors for resolution. | |||||
| 12/26/2025 | |||||
| 2nd Meeting of the 1st Term | • Adoption of the “Standard Operating Procedures for Handling Requests Raised by Directors.” | ||||
| • Review of the 2025 Performance Evaluation of Managerial Officers. | |||||
| • Review of the 2025 Performance Evaluation of the Board of Directors, Individual Directors, and Functional Committees. |
-50-
(5) Promotion of Sustainable Development – Implementation
| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| A. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? | ☑ | To implement sustainable development, the Company places importance on sustainability-related issues concerning the environment, society, and corporate governance that are relevant to its operations, and has incorporated ESG into its management and operations. The Board of Directors serves as the highest decision-making body for sustainability-related matters. On March 24, 2025, the Company established the Sustainable Development Committee, chaired by the chairman, together with two directors possessing expertise in industry and finance, to jointly review the Company’s sustainable operational capabilities, formulate mid- to long-term sustainable management development plans, and regularly review the progress of strategies and make timely adjustments in accordance with operational development. An ESG promotion task force has also been established as the execution unit, with members including personnel from the head office management department, project department, and vessel department. | ||
| The Sustainable Development Committee identifies sustainability issues relevant to the Company’s operations and of concern to stakeholders, formulates corresponding strategies and operational guidelines, submits them to the Board of Directors for approval, and then disseminates them to various departments for implementation. It also tracks implementation effectiveness to ensure that sustainability strategies are fully | No material differences. |
-51-
| Evaluation Item | Implementation Status | | | Deviations from
“the Corporate
Social
Responsibility Best-Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Abstract Explanation | |
| | | | integrated into the Company’s daily operations. The Company reports the status of sustainability implementation to the Board of Directors at least once a year.
Acting under the authorization of the Board of Directors, the Sustainability Development Committee shall submit the following matters to the Board of Directors for consideration:
A. Formulate, promote, and enhance the Company’s sustainability development policies, annual plans, and strategies.
B. Review, monitor, and revise the implementation and effectiveness of sustainability development.
C. Oversee sustainability information disclosure and review the sustainability report.
D. Oversee the implementation of the Company’s Sustainable Development Best Practice Principles and other sustainability-related matters as resolved by the Board of Directors. | |
| B. Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company’s operations | ☑ | | The disclosed information and risk assessment boundaries cover the Company’s sustainable development performance from January 2025 to December 2025.
The Sustainable Development Committee conducts analysis based on the materiality principle of the sustainability report, communicates with internal and external stakeholders, and integrates evaluation data from various departments to assess material ESG issues. It establishes risk management policies for effective identification, | No material differences. |
-52-
| Evaluation Item | Implementation Status | | | Deviations from
“the Corporate
Social
Responsibility Best-Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Abstract Explanation | |
| in accordance with the materiality principle, and formulate relevant risk management policies or strategies? | | | measurement, evaluation, supervision, and control, and adopts specific action plans to mitigate the impact of related risks.
Based on the materiality principle, the Company conducts risk assessments related to environmental, social, and corporate governance aspects relevant to its operations and formulates the following related risk management policies or strategies:
A. Environment
a. Through the implementation of process safety management and a systematic management cycle, the Company effectively reduces pollutant emissions and environmental impact.
b. The Company has obtained ISO 14001 environmental management system certification, which is valid until December 21, 2026.
B. Social
a. The Company provides annual education and training plans to meet employees’ job-related knowledge needs, and supervisors of each unit also provide training plans for employees’ career development.
b. The Company also commits to complying with national labor laws, the BSCI Code of Conduct, and other applicable industry standards and international conventions, and continuously improves working conditions and employee welfare.
c. Sustainable supply chain: Establish a periodic supplier evaluation mechanism | |
-53-
| Evaluation Item | Implementation Status | | | Deviations from
“the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Abstract Explanation | |
| | | | and incorporate ISO management system requirements.
d. Service quality and safety: The Company provides high-quality offshore marine construction technology and services, has established various ISO management procedures, and has obtained ISO 9001 quality management certification.
C. Corporate Governance
a. Socio-economic and regulatory compliance: Through the establishment of governance structures and the implementation of internal control mechanisms, the Company ensures that all personnel and operations comply with relevant laws and regulations.
b. Enhancement of directors’ functions: To ensure that directors understand their legal responsibilities and to safeguard their rights and interests, the Company arranges relevant training topics for directors and provides the latest regulatory, institutional, and policy developments each year.
c. Stakeholder communication
(a) The Company analyzes key stakeholders and the material issues of concern to them on an annual basis.
(b) Various communication channels are established to maintain effective communication. An investor mailbox has been set up, which is handled and responded to by the spokesperson or acting spokesperson. | |
-54-
| Evaluation Item | Implementation Status | | | Deviations from
“the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Abstract Explanation | |
| C. Environment Issue
(A) Has the Company set an environmental management system designed to industry characteristics? | ☑ | | The Company regards employee safety, health, and environmental protection as core values and strictly complies with regulations of the International Maritime Organization (IMO) and relevant laws and regulations of various countries. The Company is a member of the International Marine Contractors Association, and all vessels have adopted the International Safety Management (ISM) system approved by the CR Classification Society. The Company has established a systematic environmental management mechanism and has obtained international certifications including ISO 9001 Quality Management System, ISO 14001 Environmental Management System, ISO 45001 Occupational Health and Safety Management System, and ISO 50001 Energy Management System. The validity period of the latest certificates is from January 30, 2026 to December 21, 2026. | No material differences. |
| (B) Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? | ☑ | | The Company provides professional offshore marine construction services and does not engage in product manufacturing operations; therefore, it uses fewer materials that impose environmental burdens. Nevertheless, it remains committed to improving energy efficiency in various aspects, such as selecting energy-saving equipment, adopting electronic approval systems to reduce paper usage, controlling air-conditioning temperature, implementing waste sorting and recycling, and reducing waste. | No material differences. |
| (C) Has the Company evaluated the potential risks and | ☑ | | The Company designates the Board of Directors as the highest decision-making body for climate-related issues and has established the Sustainable Development Committee, | No material differences. |
-55-
-56-
-57-
-58-
| Evaluation Item | Implementation Status | | | Deviations from
“the Corporate Social
Responsibility Best-Practice Principles
for TWSE/TPEx
Listed Companies”
and Reasons |
| --- | --- | --- | --- | --- |
| | Yes | No | Abstract Explanation | |
| employees? | | | continuously improved. The Company has not experienced any occupational accidents
or fire incidents.
The Company implements tiered and graded occupational safety education and training
annually based on different job categories and operational characteristics:
A. New employees receive 3 hours of occupational safety and health training.
B. In-service employees receive at least 3 hours of continuing education training every
three years.
C. Seafarers complete professional training in accordance with the Seafarer’s Manual
(valid for 5 years).
D. Risk awareness promotion: Diverse communication of occupational accident cases
and prevention strategies.
The Company has obtained ISO 45001 Occupational Health and Safety Management
System certification, with the latest certificate validity period from January 30, 2026 to
December 21, 2026. | |
| (D) Has the Company
established
effective career
development
training programs
for employees? | ☑ | | The Company provides diversified training channels. Based on development plans for
each position, training is categorized into new employee training, external training for
crew members, management trainee training, and self-directed career development,
assisting employees in achieving core values while aligning with the Company’s
development strategy and vision. | No material differences. |
-59-
-60-
-61-
-62-
| Evaluation Item | Implementation Status | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| For information regarding the Company’s various sustainable development operations, please refer to the "ESG" section of the Company’s website (https://www.dfo.com.tw/esg) and the annual Sustainability Reports. |
(6) Climate-Related Information of TWSE/TPEx Listed Company:
A. Implementation of Climate-related Information
| Item | Best Practice Examples for Implementation |
|---|---|
| (A) Describe the board’s and management’s oversight and governance of climate-related risks and opportunities | The Company’s Board of Directors serves as the highest governance body for risk management, responsible for approving risk management policies and frameworks and overseeing their implementation. Under the Board, the Audit Committee and the Sustainable Development Committee are responsible for reviewing risk management-related matters, determining risk appetite, and regularly evaluating implementation effectiveness. |
| With reference to IFRS S2, the Company has established a climate risk management mechanism to assess the impact of climate-related risks and opportunities on operations, and to formulate response measures based on their likelihood and impact, thereby strengthening the Company’s climate resilience. The Sustainable Development Committee is chaired by the Chairman and convenes at least once a year to discuss sustainability and climate-related issues. Relevant departments are responsible for execution and follow-up, and operational status and risk management outcomes are regularly reported to the Board of Directors. |
-63-
| Item | Best Practice Examples for Implementation |
|---|---|
| (B) Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | Through a cross-departmental feedback mechanism, the Company conducts a systematic assessment of climate-related risks and opportunities across its own operations and upstream and downstream value chain. The assessment covers short-term (1–3 years), medium-term (3–5 years), and long-term (over 5 years) horizons, aligned with the Company’s overall strategic planning cycle. A total of 10 risk factors and 7 opportunity factors have been identified, which are further prioritized based on their level of impact on the organization, resulting in the selection of 3 key risks and 4 key opportunities. |
On the risk side, the key identified risks include the need for technological upgrades (such as the implementation of digital vessel energy efficiency monitoring systems), rising costs of sustainability-related technical talent, and the potential impact of extreme weather on project timelines. The estimated combined potential financial impact of these risks is less than 1% of the Company’s annual revenue, and the Company has established corresponding response strategies and action plans, with the overall impact considered manageable.
On the opportunity side, Taiwan’s offshore wind power policies provide clear support for long-term market demand. Through a diversified business portfolio (including subsea telecommunications cable construction and SOV operations and maintenance services) and a mix of long-term contracts, the Company is actively converting policy-driven opportunities into stable revenue streams, thereby enhancing medium-term to long-term financial resilience. |
-64-
a. Key Climate-Related Risks
| Risk Type | Risk Factors | Impact | Short-term | Medium-term | Long-term |
|---|---|---|---|---|---|
| Transition Risk | |||||
| Technology | Data monitoring requirements: Digital systems for precise monitoring of vessel energy efficiency (such as UniSea) have become a standard requirement in operations, increasing IT software maintenance and operating expenses. | Own operations | ✓ | ✓ | |
| Market | Rising experts costs: Recruitment costs for sustainability-related experts have increased. | Own operations | ✓ | ✓ | |
| Physical Risk | |||||
| Acute Physical Risk | Extreme weather: May affect project schedule management; in the event of force majeure, direct costs may increase. | Own operations | ✓ |
b. Key Climate-Related Opportunities
| Opportunity Type | Opportunity Factors | Impact | Short-term | Medium-term | Long-term |
|---|---|---|---|---|---|
| Energy sources | Shore power system utilization: CTVs switch to shore power while berthed at port, reducing fuel consumption and carbon emissions, and lowering generator maintenance costs. | Own operations | ✓ | ✓ | |
| Market | Policy-driven demand: Taiwan’s net-zero pathway has set a long-term offshore wind power target of 40–55 GW by 2050, providing a stable project pipeline for maritime construction over a period exceeding 20 years. | Downstream value chain | ✓ | ||
| Market | Diversified subsea cable business: Expansion into telecommunications subsea cable construction reduces reliance on a single offshore wind sector and opens up new markets and revenue streams. | Own operations | ✓ | ✓ | |
| Products and Services | High-end operations and maintenance services: Investment in SOVs (Service Operation Vessels) and dedicated subsea cable O&M zones to provide integrated, full lifecycle one-stop services. Long-term contracts (up to 15 years) have already been signed with multiple clients, supporting stable medium to long-term cash flows. | Own operations | ✓ | ✓ |
Note : Short-term: 1–3 years; Medium-term: 3–5 years; Long-term: 5 years and above.
✓ Indicates that the risk or opportunity has a significant impact within the respective time horizon.
-66-
| Item | Best Practice Examples for Implementation |
|---|---|
| (C) Describe the financial impact of extreme weather events and transformative actions. | With respect to physical risks, extreme weather events may cause short-term disruptions to offshore construction operations and project schedules. The Company has established a flexible construction scheduling mechanism. Even in the event of force majeure, the additional costs incurred are expected to be less than 0.1% of current operating costs, with minimal impact on overall financial performance. |
| With respect to transition risks, upgrades in energy efficiency regulatory standards and intensified competition for sustainability-related talent will lead to a certain degree of increase in compliance investment and labor costs. However, such expenditures fall within the scope of normal operating investments. The Company has incorporated them into its annual budget planning and established clear response timelines, and they are not expected to have a material impact on the Company’s profitability. | |
| (D) Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | In response to climate change and sustainability trends, the Company has incorporated climate-related risks into its overall risk management framework and promotes relevant management mechanisms in accordance with its “Sustainable Development Risk Management Policy” and “Energy Management Policy.” Through cross-departmental feedback mechanisms, the Company regularly identifies and evaluates potential climate-related risks and opportunities across its own operations and upstream and downstream value chain. These are assessed based on materiality, and corresponding risk management policies and strategies are formulated accordingly. |
| On the institutional front, the Company has implemented ISO 9001, ISO 14001, ISO 45001, and ISO 50001, establishing a systematic process for managing and evaluating risks and opportunities. Implementation is regularly reviewed through internal audits, management reviews, and continuous improvement mechanisms. Each identified risk is linked to specific response strategies, execution plans, and trackable indicators. These management measures are aligned with the Company’s overall operational objectives and strategic planning cycle, ensuring that climate risk management is fully integrated into the Company’s governance framework and effectively enhances its capability to respond to climate change and strengthen operational resilience. | |
| (E) If scenario analysis is used to assess resilience | The Company’s identification and assessment of climate-related risks and opportunities in this instance are based on the categories of transition risks and physical risks outlined in the TCFD and IFRS S2 frameworks, under which |
-67-
| Item | Best Practice Examples for Implementation |
|---|---|
| to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | potential risks and opportunities affecting the Company’s operations across different scenarios are identified and their financial impacts evaluated. At present, formal scenario analysis has not yet been adopted to assess the Company’s overall resilience to climate change. The Company will progressively develop scenario analysis capabilities in line with the IFRS S2 adoption timeline and will disclose the relevant analysis results in future reporting periods. |
| (F) If there is a transition plan for 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. | a. The Company has established an “Energy Management Policy” and is committed to continuously improving its energy management system and performance. This policy has been publicly disclosed on the Company’s official website to promote the implementation of sustainable low-carbon operational goals. |
| b. Based on the results of climate risk and opportunity assessments, the Company will formulate corresponding green management strategies and targets, and promote climate governance in a systematic manner. | |
| c. A range of management measures will be implemented, including energy conservation and carbon reduction, green procurement, and the application of renewable energy, to enhance climate resilience and operational stability. | |
| d. The Company regularly reviews and evaluates implementation effectiveness to ensure that climate actions deliver sustained and effective results. In addition, the Company engages third-party institutions for external assurance to enhance the transparency of performance and the credibility of data. | |
| e. The Company actively discloses environmental performance outcomes and communicates externally through platforms such as its sustainability report and the corporate sustainability section of its official website, demonstrating its responsibility and commitment to climate governance. | |
| (G) If internal carbon pricing is used as a planning tool, the basis for setting the price | The Company has not yet adopted internal carbon pricing as a planning tool. It will continue to study the implementation of an internal carbon pricing mechanism and conduct thorough assessments based on the extent of climate change impacts on its operations, in order to determine appropriate approaches as a reference for managing and reducing carbon emissions. |
-68-
| Item | Best Practice Examples for Implementation |
|---|---|
| should be stated. | |
| (H) 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. | Based on risk identification results and international trends, the Company has formulated climate change response action plans, established performance management indicators, and set targets related to greenhouse gas management, energy and resource management, and water resource management. Progress toward and effectiveness of these targets are regularly reviewed. |
| Starting from December 2025, the Company has prioritized the implementation of the ISO 50001 Energy Management System at its operational headquarters and plans to gradually extend it to vessel management. In response to the global 2050 net-zero target and the International Maritime Organization (IMO) 2023 greenhouse gas reduction strategy for shipping, the Company will also promote technological innovation, operational optimization, and system development to improve energy efficiency and implement carbon reduction initiatives. | |
| (I) Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan | As of 2025, the Company has completed greenhouse gas inventory operations for the parent company and is progressively establishing a comprehensive carbon emissions data foundation. |
| a. The Company has completed its greenhouse gas inventory: a self-conducted inventory was completed in December 2025. | |
| b. The Company has completed external verification: a third-party verification by SGS was commissioned in January |
-69-
| Item | Best Practice Examples for Implementation |
|---|---|
| (separately fill out in points 1-1 and 1-2 below). | 2026 and has been completed. |
B. Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
a. Greenhouse gas inventory information
| Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years. | |||||
|---|---|---|---|---|---|
| Scope of data coverage (organizational boundary) | Scope | 2025 | 2024 | ||
| Total greenhouse gas emissions (tCO2e) | Emissions intensity (tCO2e / NT$ million) | Total greenhouse gas emissions (tCO2e) | Emissions intensity (tCO2e / NT$ million) | ||
| DONG FANG OFFSHORE CO., LTD. | Scope 1 | 5,777.7689 | / | — | / |
| Scope 2 | 52.1725 | / | — | / | |
| Total | 5,829.941 | / | — | / | |
| Total | 5,829.941 | 0.557 | — | — |
Scope of data coverage: The 2025 inventory covers the Taiwan operational headquarters office and Company-owned vessels (Scope 1: direct emissions from diesel combustion of owned vessels, company vehicles, forklifts, refrigerant leakage, etc.; Scope 2: indirect emissions from purchased electricity for the headquarters office). For Scope 3, only qualitative identification of emission sources has been conducted, and no quantitative disclosure has been included in the annual report.
Methodology for inventory: The Greenhouse Gas Protocol, A Corporate Accounting and Reporting Standard (GHG Protocol Corporate Standard)
External verification: Scope 1 and Scope 2 emissions for 2025 were verified by SGS Taiwan (SGS Taiwan Ltd.) from December 2025 to January 2026. The assurance level is reasonable assurance, with a materiality threshold of 5%.
Note1: The Company completed its initial public offering at the end of 2025. Although a self-conducted inventory was carried out for 2024, the methodology and data completeness were not yet sufficient to meet external disclosure standards, and no third-party verification was obtained. Therefore, based on the principle of prudence, such information has not been disclosed. The Company has designated 2025 as the base year and will progressively establish a comparable historical emissions dataset in the coming years.
Note2: Direct emissions (scope 1, i.e., emissions directly from sources owned or controlled by the Company), indirect energy emissions (scope 2, i.e., indirect greenhouse gas emissions from electricity, heat, or steam) and other indirect emissions (scope 3, i.e., emissions from company activities that are not indirect energy emissions, but originate from sources owned or controlled by other companies).
b. Greenhouse Gas Assurance Information
| Describe the status of assurance for the most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion. |
|---|
| As a company with paid-in capital of less than NT$5 billion and no subsidiaries, the Company is required, in accordance with the “Sustainable Development Roadmap for TWSE/TPEx Listed Companies,” to obtain assurance for its 2027 standalone GHG inventory by 2028. The assurance status of the Company’s GHG inventory for the most recent two years is as follows: |
| Scope of assurance engagement |
| --- |
| DONG FANG OFFSHORE CO., LTD. |
| Total | 5,829.941 | — |
|---|---|---|
| Percentage of the previously disclosed inventory data (%) | 100% | — |
| Assurance provider | SGS Taiwan | — |
| Description of assurance status | GHG Protocol reasonable assurance level | — |
| Assurance opinion / Conclusion | Conforms to the reasonable assurance level and contains no material misstatements. | — |
Note: The Company completed its initial public offering at the end of 2025. Although a self-conducted inventory was carried out for 2024, the methodology and data completeness were not yet sufficient to meet external disclosure standards, and no third-party verification was obtained. Therefore, based on the principle of prudence, such information has not been disclosed. The Company has designated 2025 as the base year and will progressively establish a comparable historical emissions dataset in the coming years.
C. Greenhouse gas Reduction Targets, Strategies, and Specific Action Plans
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.
The Company places great importance on risks arising from climate change and has incorporated them into its key risk management framework. At the current stage, the Company focuses on implementing GHG inventory practices and establishing an energy management system, while actively promoting various energy-saving and carbon reduction measures. These include the formulation of the “Energy Management Policy,” “Office Energy Management Procedures,” and “Air Conditioning Equipment Management Procedure,” covering water and electricity conservation, paperless operations, and office temperature control (24–26°C). Through the implementation of these systems and policies, the Company enhances resource efficiency, progressively strengthens its carbon management framework, and lays the foundation for advancing carbon reduction initiatives and low-carbon transformation, with the aim of achieving sustainable low-carbon operations.
-72-
(7) Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons:
| Evaluation items | Implementation Status | Differences from and Reasons for Deviations from the Code of Integrity for Listed and OTC Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| A. Establishment of ethical corporate management policies and programs: | ||||
| (A) Does the company have an ethical corporate management policy approved by its Board of Directors and the top management team? | ☑ | On November 1, 2024, the Board of Directors approved DFO’s "Code of Ethical Conduct," "Ethical Corporate Management Best Practice Principles," and "Procedures for Ethical Management and Guidelines for Conduct," all of which have been published on DFO’s website. DFO’s Board of Directors and senior management have declared their commitment to ethical business practices and ensure that these policies are properly implemented in DFO’s operations and internal management. | No material differences. | |
| (B) Whether the company has established an assessment mechanism for the risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for | ☑ | The Company has always regarded integrity and trust as the core of its brand. Whether in its relationships with customers, partners, or employees, it adheres to the principles of integrity and responsibility. In accordance with the “Code of Ethical Management,” the “Procedures for Ethical Management and Guidelines for Conduct,” and internal regulations, the Company has established various risk assessment mechanisms, regularly analyzing and evaluating risks that may be involved in its business activities. It has appropriately planned internal organizational structures and responsibilities and established mutual supervision and check-and-balance mechanisms. The content also covers preventive measures for the acts listed in Paragraph 2, | No material differences. |
| Evaluation items | Implementation Status | Differences from and Reasons for Deviations from the Code of Integrity for Listed and OTC Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| TWSE/TPEx Listed Companies? | Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies.” | |||
| (C) Does the Company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan? | ☑ | The Company’s “Code of Ethical Conduct,” “Code of Ethical Management,” “Procedures for Ethical Management and Guidelines for Conduct,” and “Employee Work Rules” clearly stipulate operational procedures, codes of conduct, disciplinary measures for violations, and grievance systems. All employees strictly comply with and implement these regulations in the performance of their duties. Relevant regulations will also be revised in a timely manner in accordance with laws and regulations or operational needs. | No material differences. | |
| B. Ethical Management Practice: | ||||
| (A) Does the company assess the ethical records of those it has business relationships with and include ethical conduct related clauses in the business contracts? | ☑ | The Company avoids engaging in business transactions with counterparties that have engaged in unethical conduct. Cooperation between parties is conducted in accordance with commercial contracts and based on the principle of integrity. | No material differences. | |
| (B) Has the company set up a dedicated unit to promote ethical corporate management under the board of directors, | ☑ | The Company has designated the Legal Affairs Office as the dedicated unit responsible for promoting ethical corporate management. It is in charge of implementing, interpreting, providing consultation on, and supervising the enforcement of the operating procedures and code of conduct for ethical | No material differences. |
-74-
-75-
-76-
-77-
-78-
(8) Other important information to promote understanding of the Company’s corporate governance implementation:
Intellectual Property Management Plan
The Company regards intellectual property management as an important component of sustainable operations and corporate governance. Its management plan is formulated in alignment with the Company’s overall operational strategy and long-term development objectives. Through systematic management of intellectual property, it supports the development of core business, enhances operational efficiency, reduces operational and regulatory compliance risks, and strengthens long-term competitiveness.
The Company’s intellectual property management focuses on core business areas such as marine construction, ensuring that key technologies, operational processes, and professional knowledge are appropriately protected and effectively utilized, serving as an important foundation for supporting sustainable growth.
The Company has established systems and internal control mechanisms related to intellectual property. A dedicated unit is responsible for coordinating the management, maintenance, and utilization of intellectual property, and works collaboratively with operations, construction, legal, and other related departments.
The scope of intellectual property management includes patents, trade secrets, copyrights, and trademarks. Through clearly defined operational procedures and allocation of responsibilities, the Company ensures that the acquisition, use, and protection of intellectual property comply with relevant laws and corporate governance principles.
A. Trade Secrets:
Type
(A) Commercial and operational trade secrets include, but are not limited to, the following: a. Major contracts; b. Non-public information regarding business strategies, partners, or clients; c. Significant financial and investment information; d. Personnel and compensation data.
(B) Technical trade secrets include, but are not limited to, the following: a. Profit-related technical information; b. Cost analysis of client projects and service pricing data.
(C) General trade secrets include, but are not limited to, the following: a. Meeting reports and records; b. Various operational projects of the Company.
Management / Implementation Status
(A) For employees, clients, partners, or vendors, measures such as confidentiality agreements, employee training, and access control are implemented.
(B) Control and regulation of access, transmission, and authorization of Company information.
(C) Control of the office environment, including zoned access control for elevators
-79-
and entry systems, visitor registration, and automated monitoring equipment.
B. Patents and copyrights:
The Company places importance on the management of patents and copyrights and actively protects its professional technologies and innovative achievements to ensure the integrity of intellectual property rights.
C. Trademarks:
The Company values brand and intellectual property protection and actively manages trademarks, including application and rights maintenance, to safeguard brand identity and market competitiveness. The Company also regards trademarks as important intangible assets and incorporates them into its overall intellectual property strategy to support long-term operations and brand development. As of the end of 2025, the Company has filed more than 20 trademark applications.
The Company regularly reports intellectual property-related matters to the Board of Directors each year. The most recent report was made on March 11, 2026.
The Company will continue to monitor industry development trends and operational needs, dynamically adjust its intellectual property management plan, deepen the integration of intellectual property and operational strategy, and incorporate it into the framework of sustainable governance and risk management, serving as an important foundation for enhancing competitiveness, promoting sustainable operations, and creating stakeholder value.
(9) Internal Control System Execution Status:
A. Statement of Internal Control System
The relevant information of Statement of Internal Control System of the company has been disclosed on the MOPS (https://mopsov.twse.com.tw).
B. Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report
The relevant information of the CPA audit report has been disclosed on the MOPS (https://mopsov.twse.com.tw).
(10) Important resolutions of the shareholders' meeting and the board of directors in the latest year and up to the publication date of the annual report:
A. Material Resolutions of Board Meetings:
| Date | Important Resolutions |
|---|---|
| 2/27/2025 | (A) Construction of new vessels and the execution of shipbuilding contracts with shipyards. |
| (B) Construction of new vessels and the execution of shipbuilding contracts with shipyards. | |
| 3/24/2025 | (A) Assessment of the Company’s Capability to Independently Prepare Financial Statements. |
| (B) Distribution of Employee Compensation and Directors’ |
| Date | Important Resolutions |
|---|---|
| Remuneration for 2024. | |
| (C) Business Report and Financial Statements for 2024. | |
| (D) Statements on Internal Control System” for 2024 and for the project review period. | |
| (E) Proposal regarding the definition of non-management employees. | |
| (F) Amendments to Certain Provisions of the Articles of Incorporation. | |
| (G) Amendments to Certain Provisions of the “Payroll Cycle” and the “Detailed Rules for Internal Audit Implementation.” | |
| (H) Amendments to Certain Provisions of the “General Principles of Internal Control System,” the “Sales and Collection Cycle,” the “Procurement and Payment Cycle,” and the “Detailed Rules for Internal Audit Implementation – Other Management Operating Procedures.” | |
| (I) Engagement of Certified Public Accountants and Audit Fees for 2025. | |
| (J) Adoption of the “Charter of the Nomination Committee” and the “Charter of the Sustainability Development Committee.” | |
| (K) Establishment of the Nomination Committee and Appointment of Its First-Term Members. | |
| (L) Establishment of the Sustainability Development Committee and Appointment of Its First-Term Members. | |
| (M) Execution of Long-term Vessel Charter Contracts. | |
| 4/11/2025 | (A) Earnings Distribution for 2024. |
| (B) Substantive Investment Plan for the Utilization of Undistributed Earnings for 2024. | |
| (C) Succession Planning and Continuing Education Programs for Directors and Key Management Personnel. | |
| (D) Appointment of the Corporate Governance Officer. | |
| (E) Amendments to Certain Provisions of the “Accounting System.” | |
| (F) Application for Bank Credit Facilities. | |
| (G) Application for Bank Credit Facilities. | |
| (H) Application for Bank Credit Facilities. | |
| (I) Application for Bank Credit Facilities. | |
| (J) Matters Related to the Annual General Meeting of Shareholders for 2025. | |
| (K) Authorization of the Lead Underwriter to Conduct Over-allotment During the Underwriting Period. | |
| 5/27/2025 | (A) Financial Statements for the First Quarter of 2025. |
| (B) “Statement on Internal Control System” for the project review period. | |
| (C) Amendments to Certain Provisions of the “Procurement and |
-81-
| Date | Important Resolutions |
|---|---|
| Payment Cycle,” the “Production Cycle,” and the “Property, Plant and Equipment Cycle.” | |
| (D) Application for Bank Credit Facilities. | |
| (E) Financial Forecast for the Second and Third Quarters of 2025. | |
| (F) Proposed Increase in the Total Budget for Vessels Under Construction and Their Related Equipment. | |
| (G) Transactions with Related Parties. | |
| 6/19/2025 | (A) Corrections to the Financial Statements and Business Reports for 2022, 2023, the Second Quarter of 2024, 2024, and the First Quarter of 2025. |
| (B) Corrections to the Distribution Ratios of Employee Compensation and Directors’ and Supervisors’ Remuneration for 2022, 2023, and 2024. | |
| (C) Corrections to the Earnings Distribution Statements for 2022, 2023, and 2024. | |
| (D) Application for Bank Credit Facilities. | |
| (E) Amendments to the “Delegation of Authority Matrix.” | |
| 6/30/2025 | (A) Financial Forecast for the Third and Fourth Quarters of 2025. |
| (B) Procurement of Submarine Cable Installation Systems and Related Equipment. | |
| 8/8/2025 | (A) Financial Statements for the Second Quarter of 2025. |
| (B) Application for Bank Credit Facilities. | |
| (C) Application for Bank Credit Facilities. | |
| 9/25/2025 | (A) Public Underwriting of New Shares Issued through a Pre-Listing Cash Capital Increase. |
| (B) Disposal of a Vessel. | |
| (C) Application for a Syndicated Credit Facility with a Total Credit Limit of Not Exceeding NT$4.6 Billion from a Banking Syndicate Jointly Arranged by Taipei Fubon Commercial Bank and Bank SinoPac. | |
| (D) Transactions with Related Parties. | |
| 10/23/2025 | (A) Amendments to Certain Provisions of the “Accounting System.” |
| (B) Amendments to Certain Provisions of the “Whistleblowing System.” | |
| (C) Acquisition of One Vessel. | |
| (D) Adoption of the 2025 Employee Stock Subscription Procedures for the Pre-Listing Cash Capital Increase. | |
| (E) Review of the Allocation of Shares for Managerial Participation in the Cash Capital Increase. | |
| (F) Allocation of 2024 Employee Compensation to Managerial Officers. | |
| 11/12/2025 | (A) Financial Statements for the Third Quarter of 2025. |
-82-
| Date | Important Resolutions |
|---|---|
| (B) Periodic Assessment of the Independence and Qualifications of the Certifying CPAs. | |
| (C) 2024 Sustainability Report. | |
| (D) Annual Sustainability Plan and Strategy. | |
| 12/26/2025 | (A) Adoption of the “Standard Operating Procedures for Handling Requests Raised by Directors.” |
| (B) Adoption of the Diversity Policy and Independence Criteria for Board Members and Senior Management. | |
| (C) Adjustment of the Scope of Non-Management Employees. | |
| (D) Amendments to Certain Provisions of the “Delegation of Authority Matrix” and the “Payroll Cycle.” | |
| (E) Adoption of the 2026 Internal Audit Plan. | |
| (F) Addition of CPA Audit Fees for 2025. | |
| (G) Investment in the Establishment of a Subsidiary. | |
| (H) Review of the 2026 Operating Plan and Budget. | |
| (I) Proposed Increase in the Total Budget for Vessels Under Construction and Their Related Equipment. | |
| (J) Proposed Increase in the Total Budget for Vessels Under Construction and Their Related Equipment. | |
| (K) Review of the 2025 Performance Evaluation of Managerial Officers. | |
| (L) Review of the 2025 Performance Evaluation of the Board of Directors, Individual Directors, and Functional Committees. | |
| (M) Allocation of 2024 Directors’ Remuneration to Directors. | |
| (N) Allocation of 2024 Directors’ Remuneration to Independent Directors. | |
| (O) Pre-approval of Non-assurance Services to Be Provided by the CPA Firm and Its Affiliates to the Company and Its Subsidiaries. | |
| 2/6/2026 | (A) Transactions with Related Parties. |
| (B) Review of the 2025 Year-End Bonus Distribution for Managerial Officers. | |
| 3/11/2026 | (A) Distribution of Employee Compensation and Directors’ Remuneration for 2025. |
| (B) Business Report and Financial Statements for 2025. | |
| (C) Statement on Internal Control System for 2025. | |
| (D) Audit Fees for 2026. | |
| (E) Change of Accounting Officer. | |
| (F) Reassignment of the Chief Financial Officer. | |
| (G) Amendments to Certain Provisions of the “Procedures for Acquisition or Disposal of Assets.” | |
| (H) Discussion of the Issuance of New Common Shares for Cash to |
-83-
| Date | Important Resolutions |
|---|---|
| Sponsor the Issuance of GDRs and/or the Issuance of New Common Shares for Cash through Public Offering and/or the Issuance of New Common Shares for Cash through Private Placement and/or the Issuance of New Common Shares for Cash to Sponsor the Issuance of GDRs through Private Placement | |
| (I) Matters Related to the Annual General Meeting of Shareholders for 2026. |
B. Major Resolutions of the Shareholders' Meeting
| Date | Important Resolutions |
|---|---|
| 6/30/2025 | Ratification Items: |
| Annual | (A) Adoption of the 2024 Business Report and Financial Statements. |
| General | (B) Adoption of the 2024 Earnings Distribution Proposal. |
| Meeting | Discussion Items: |
| (A) Amendment to certain articles of the "Articles of Incorporation". |
(11) Major contents of any dissenting opinions on record or stated in a written statement made by directors or supervisor regarding material resolutions passed by the board of directors in the most recent year to the printed date of this annual report: None.
2.4 Information on CPA's Fees
2.4.1 Certified Public Accountant Fee Information
| Accounting Firm | Name of CPA | Period Covered by CPA's Audit | Audit Fee | Non-audit Fee | Total | Note |
|---|---|---|---|---|---|---|
| PwC | Wang, Sung-Tse | 01/01/2025~12/31/2025 | 2,550 | 1,500 | 4,050 | Note 1 |
| Feng, Min-Chuan |
Note 1: Non-audit fees consisted of approximately NT$300 thousand for corporate income tax audit and certification services, NT$530 thousand for corrections to the corporate income tax audit and certification for 2022, 2023, and 2024, NT$350 thousand for transfer pricing service fees, NT$50 thousand for company registration service fees, NT$80 thousand for related party report fees, NT$150 thousand for the English translation of the 2025 parent company only financial statements, and NT$40 thousand for the review of the salary information checklist for full-time employees not serving in supervisory positions.
Note 2: Replacement of CPAs or the CPA Firm during the current year: None.
2.4.2 Replacements of CPA firm and the audit fee in the replacing years is less than that in the preceding year, the amount and the reason for such change before and after said replacement should be disclosed: None.
2.4.3 If the audit fee is reduced by more than 10% from last year, the amount, ratio, and reason for such change should be disclosed: None.
2.5 Information on the Replacement of CPAs
2.5.1 Information regarding the former CPAs
| Date of replacement | Approved by the Board of Directors on April 8, 2026 | |||
|---|---|---|---|---|
| Reason for replacement and explanation | Due to the internal rotation of accountants within PwC Taiwan, starting from the financial statements for the first quarter of 2026, DFO’s appointed certifying accountants have been changed from Mr. Wang, Sung-Tse and Ms. Feng, Min-Chuan to Mr. Wang, Sung-Tse and Mr. Wu, Jen-Chieh. | |||
| Describe whether the Company terminated or the CPAs terminated or did not accept the engagement | Carried | Carries | Carries | |
| Terminated the engagement | N/A | N/A | ||
| No longer accepted (discontinued) the engagement | N/A | N/A | ||
| If the CPAs issued an audit report expressing any opinion other than an unqualified opinion during the 2 most recent years, specify the opinion and the reasons | None | |||
| Disagreement with the Company? | Yes | Accounting principles or practices | ||
| Disclosure of financial reports | ||||
| Audit scope or steps | ||||
| Other | ||||
| No | ✓ | |||
| Specify details: None | ||||
| Other disclosures (Any matters required to be disclosed under sub-items d to g of Article 10.6.A) | None |
2.5.2 Information regarding the Successor CPAs
| Name of accounting firm | PwC Taiwan |
|---|---|
| Name of CPAs | Mr. Wang, Sung-Tse and Mr. Wu, Jen-Chieh. |
| Date of engagement | Approved by the Board of Directors on April 8, 2026 |
| Subjects discussed and results of any consultation with the CPAs prior to the engagement, regarding the accounting treatment of or application of accounting principles to any specified transaction, or | N/A |
2.5.3 The reply letter from the former CPA regarding the Company's disclosures regarding the matters under Article 10.6.A and 10.6.B(c) of the Regulations: None.
2.6 Chairman, President, or Managers responsible for financial or accounting affairs who worked for the firm to which the certifying CPA belongs or its affiliate in the most recent year: None.
2.7 Transfer and pledge of shares of the directors, managers and shareholders holding more than 10% of the Company's Shares
2.7.1 Changes of shareholding
Unit: share
| Title | Name | 2024 | 2025 | As of March 31, 2026 | |||
|---|---|---|---|---|---|---|---|
| Increase (decrease) of shareholding | Increase (decrease) of equity pledge | Increase (decrease) of shareholding | Increase (decrease) of equity pledge | Increase (decrease) of shareholding | Increase (decrease) of equity pledge | ||
| Chairman and CEO | Chen, Po-Lin | 519,748 | — | 37,500 | — | 393,750 | — |
| Director | Hung Hua Construction Co., Ltd. | (1,832,000) | — | 1,305,000 | — | — | — |
| Representative: Chen, Chung-Pang | (2,290,000) | — | — | — | — | — | |
| Director | Hung Hua Construction Co., Ltd. | (1,832,000) | — | 1,305,000 | — | — | — |
| Representative: Chen, Tsung-Fu (Note 1) | (2,498,000) | — | — | — | — | — | |
| Director | Hung Hua Construction Co., Ltd. | (1,832,000) | — | 1,305,000 | — | — | — |
| Representative: Lin, Chih-Hung (Note 1) | — | — | 40,000 | — | — | — | |
| Director | Wang, Hai-Ling | (5,700,000) | — | (2,353,000) | — | — | — |
| Independent Director | Wang, Hui-Ying | — | — | — | — | — | — |
| Independent Director | Yang, Pan-Chiang | — | — | — | — | — | — |
| Independent Director | Chou, Hsin-Hui | — | — | — | — | — | — |
| Title | Name | 2024 | 2025 | As of March 31, 2026 | |||
|---|---|---|---|---|---|---|---|
| Increase (decrease) of shareholding | Increase (decrease) of equity pledge | Increase (decrease) of shareholding | Increase (decrease) of equity pledge | Increase (decrease) of shareholding | Increase (decrease) of equity pledge | ||
| Independent Director | Wu, Men-Feng | — | — | — | — | — | — |
| Major shareholders holding more than 10% of the shares | Hung Hua Construction Co., Ltd. | (1,832,000) | — | 1,305,000 | — | — | — |
| Shares held under the names of others: Jung Hsing Marine Construction Co., Ltd. | — | — | — | — | — | — | |
| Chief Operating Officer / Vice President of the Marine Business Group | Daniel Benjamin Darrington | — | — | 925,000 | — | — | — |
| CLO and Business Operations Director | Chen, Chih-Ning | 400,000 | — | 109,375 | — | 136,250 | — |
| Accounting Manager (Note 3) | Chung, Chun-Jen | N/A | N/A | N/A | N/A | — | — |
| Internal Audit Manager | Huang, Yu-Ting | — | — | 27,000 | — | — | — |
| Corporate Governance Officer | Liu, Ya-Han | — | — | 27,000 | — | — | — |
| CFO & Financial Officer (Note 2) | Su, Jung-I | — | — | 20,000 | — | — | — |
| Accounting Manager (Note 3) | Chang, Pei-Jen | — | — | 34,000 | — | 2,500 | — |
Note 1: Served as a supervisor of the Company’s second term and was elected as a director at the extraordinary shareholders’ meeting on December 20, 2024.
Note 2: Effective March 11, 2026, CFO & Financial Officer Su, Jung-I has been reassigned to the subsidiary, Dong Fang Offshore Solutions Pte. Ltd., as the Head of Operations.
Note 3: Effective March 12, 2026, Manager Chung, Chun-Jen succeeded Chang, Pei-Jen as the Accounting Officer due to internal organizational adjustments.
2.7.2 Equity transfer: None.
2.7.3 equity pledge: None.
2.8 Information on Relationships Amongst the Top Ten Shareholders and Their Relationships with Spouses or Relatives within the Second Degree of Kinship
March 31, 2026; Unit: Shares; %
| Name | Shareholding | Shareholding of Spouse and Minor Children | Shareholding by Nominee Arrangement | Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within Two Degrees | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title (or name) | Relationships | ||
| Hung Hua Construction Co., Ltd. | 69,473,000 | 39.48% | - | - | 632,362 | 0.36% | Chen, Tsung-Hsing | Chairman of Hung Hua Construction Co., Ltd. | - |
| Chen, Chung-Pang | President of Hung Hua Construction Co., Ltd. | ||||||||
| Chen, Tsung-Fu | Executive Vice President of Hung Hua Construction Co., Ltd. | ||||||||
| Representative: Chen, Tsung-Hsing | 3,025,830 | 1.72% | - | - | - | - | Hung Hua Construction Co., Ltd. | Chairman | - |
| Chen, Chung-Pang | Relatives | ||||||||
| Chen, Tsung-Fu | Relatives | ||||||||
| Wang, Hai-Ling | 15,347,000 | 8.72% | 1,500,000 | 0.95% | - | - | J&V Energy Technology Co., Ltd. | Shareholders Holding More Than 10% of Total Shares | - |
| Cathay Sustainability Private Equity Fund Limited Partnership | 9,329,803 | 5.30% | - | - | - | - | - | - | - |
| Representative: Cathay Private Equity Co., Ltd. | - | - | - | - | - | - | - | - | - |
| J&V Energy Technology Co., Ltd. | 6,746,000 | 3.83% | - | - | - | - | Wang, Hai-Ling | Shareholders holding more than 10% of the total shares | - |
| Representative: Liao, Fu-Sen | - | - | - | - | - | - | - | - | |
| Yang, Ren-Jie | 4,713,478 | 2.68% | - | - | - | - | - | - | - |
| Chen, Ming-Lun | 4,499,820 | 2.56% | - | - | - | - | Chen, Tsung-Fu | Relatives | - |
| Name | Shareholding | Shareholding of Spouse and Minor Children | Shareholding by Nominee Arrangement | Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within Two Degrees | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title (or name) | Relationships | ||
| Chen, Chung-Pang | 3,137,525 | 1.78% | 403,696 | 0.23% | - | - | Hung Hua Construction Co., Ltd. | President | - |
| Chen, Tsung-Hsing | Relatives | ||||||||
| Chen, Tsung-Fu | Relatives | ||||||||
| Chen, Po-Han | Relatives | ||||||||
| Chen, Po-Han | 3,120,913 | 1.77% | - | - | - | - | Chen, Chung-Pang | Relatives | - |
| Chen, Tsung-Hsing | 3,025,830 | 1.72% | - | - | - | - | Hung Hua Construction Co., Ltd. | Chairman | - |
| Chen, Chung-Pang | Relatives | ||||||||
| Chen, Tsung-Fu | Relatives | ||||||||
| Chen, Tsung-Fu | 2,665,434 | 1.51% | 284,824 | 0.16% | - | - | Hung Hua Construction Co., Ltd. | Executive Vice President | - |
| Chen, Tsung-Hsing | Relatives | ||||||||
| Chen, Chung-Pang | Relatives | ||||||||
| Chen, Ming-Lun | Relatives |
2.9 The Number of Shares of the Same Investee Held by the Company, its Directors, Managers and which the Company Controls Directly or Indirectly, with the Aggregate Shareholding Percentages
March 31, 2026; Unit: Shares; %
| Investees Companies (Note) | Investments by the Company | Investments by Directors, Managers, and Directly or Indirectly Controlled Entities | Aggregate Investment | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| DONG FANG OFFSHORE SOLUTIONS PTE. LTD. | 1,000,000 | 100 | - | - | 1,000,000 | 100 |
Note: These are investments accounted for using the equity method.
III. Capital Overview
3.1 Capital and Shares
3.1.1 Capital Sources
A. Changes in Share Capital for the Most Recent Fiscal Year and Up to the Date of Publication of the Annual Report
Unit: NT$; Shares
| Month/Year (Note 1) | Price of issuance (NT$) | Authorized Capital | Paid-in Capital | Notes | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Sources of Capital | Capital increase by assets other than cash | Others | ||
| 07/2019 | 10 | 1,200,000 | 12,000,000 | 1,200,000 | 12,000,000 | Inception (Cash) | None | (Note 2) |
| 01/2022 | 10.590868 | 71,200,000 | 712,000,000 | 71,200,000 | 712,000,000 | Issuance of New Shares for Spin-off and Merger | Note 3 | (Note 4) |
| 05/2022 | 12.280201 | 150,000,000 | 1,500,000,000 | 101,200,000 | 1,012,000,000 | Issuance of New Shares for Spin-off and Merger | Note 5 | (Note 6) |
| 08/2022 | 12.646 | 150,000,000 | 1,500,000,000 | 126,500,000 | 1,265,000,000 | Capital increase 253,000,000 | None | (Note 7) |
| 09/2022 | 15 | 150,000,000 | 1,500,000,000 | 129,500,000 | 1,295,000,000 | Capital increase 30,000,000 | None | (Note 8) |
| 01/2023 | 27 | 150,000,000 | 1,500,000,000 | 140,461,111 | 1,404,611,110 | Capital increase 109,611,110 | None | (Note 9) |
| 02/2023 | 16.5652174 | 150,000,000 | 1,500,000,000 | 141,611,111 | 1,416,111,110 | Capital increase 11,500,000 | None | (Note 10) |
| 01/2024 | 60 | 200,000,000 | 2,000,000,000 | 149,944,444 | 1,499,444,440 | Capital increase 83,333,330 | None | (Note 11) |
| 08/2024 | 85 | 200,000,000 | 2,000,000,000 | 154,061,444 | 1,540,614,440 | Capital increase 41,170,000 | None | (Note 12) |
| 08/2024 | 16 | 200,000,000 | 2,000,000,000 | 156,561,444 | 1,565,614,440 | Exercise of Employee Stock Options 25,000,000 | None | (Note 12) |
| 12/2025 | 168 | 200,000,000 | 2,000,000,000 | 175,361,444 | 1,753,614,440 | Capital increase 188,000,000 | None | (Note 13) |
Note 1: Based on the effective date of the registration of changes.
Note 2: Approved by Taipei City Government Letter No. 10807407580, dated July 29, 2019.
Note 3: On December 1, 2021, Hung Hua Construction Co., Ltd. (hereinafter referred to as "Hung Hua") split the assets (vessels) and liabilities (borrowings) of Offshore Wind Power Division I into the Company. The net asset value of the split assets (i.e., split assets minus split liabilities) was NT$741,361 thousand, and the Company issued 70,000 thousand common shares to Hung Hua as consideration for the transfer. Hung Hua exchanged one newly issued common share of the Company for every NT$10.590868 per share, with a par value of NT$10 per share. As there was no cash involved in this split transfer of assets (vessels) and liabilities (borrowings), non-cash property was used as capital contribution in the total amount of NT$741,361 thousand.
Note 4: Approved by Taipei City Government Letter No. 11001240980, dated January 4, 2022.
Note 5: On March 15, 2022, Hung Hua split the assets (vessels) and liabilities (borrowings) of Offshore Wind Power Division II to the Company. The net asset value of the split assets (i.e., split assets minus split liabilities) was NT$368,406 thousand, and the Company issued 30,000 thousand common shares to all shareholders of Hung Hua as of the record date of the split as consideration for the transfer. All shareholders of Hung Hua exchanged one newly issued common share of the Company for every NT$12.280201 per share, with a par value of NT$10 per share. As there was no cash involved in this split transfer of assets
(vessels) and liabilities (borrowings), non-cash property was used as capital contribution in the total amount of NT$368,406 thousand.
Note 6: Approved by Ministry of Economic Affairs (MOEA) Letter No. 11101049180, dated May 13, 2022.
Note 7: Approved by MOEA Letter No. 11101149910, dated August 19, 2022.
Note 8: Approved by MOEA Letter No. 11101162800, dated September 12, 2022.
Note 9: Approved by MOEA Letter No. 11101250210, dated January 17, 2023.
Note 10: Approved by MOEA Letter No. 11230029320, dated February 22, 2023.
Note 11: Approved by MOEA Letter No. 11330005100, dated January 30, 2024.
Note 12: Approved by MOEA Letter No. 11330144240, dated August 29, 2024.
Note 13: Approved by MOEA Letter No. 11430190240, dated December 11, 2025.
B. Types of shares
March 31, 2026; Unit: Share
| Types of shares | Authorized share capital | Note | ||
|---|---|---|---|---|
| Issued shares | Unissued shares | Total | ||
| Registered common shares | 175,953,944 | 24,046,056 | 200,000,000 | Listed Stock |
C. Related information on the general declaration system: None.
3.1.2 List of Major Shareholders (Top 10 shareholders who own the most shares)
March 31, 2026; Unit: Share; %
| Shares Name of Major Shareholders | Number of Shares held | Shareholding Ratio(%) |
|---|---|---|
| Hung Hua Construction Co., Ltd. | 69,473,000 | 39.48% |
| Wang, Hai-Ling | 15,347,000 | 8.72% |
| Cathay Sustainability Private Equity Fund Limited Partnership | 9,329,803 | 5.30% |
| J&V Energy Technology Co., Ltd. | 6,746,000 | 3.83% |
| Yang, Ren-Jie | 4,713,478 | 2.68% |
| Chen, Ming-Lun | 4,499,820 | 2.56% |
| Chen, Chung-Pang | 3,137,525 | 1.78% |
| Chen, Po-Han | 3,120,913 | 1.77% |
| Chen, Tsung-Hsing | 3,025,830 | 1.72% |
| Chen, Tsung-Fu | 2,665,434 | 1.51% |
3.1.3 The dividend policy and implementation
A. The dividend policy stipulated in the Company's Articles of Incorporation.
If there is any profit at the end of the Company's annual final accounts, taxes shall first be paid and any accumulated losses shall first be offset. Thereafter, 10% of the
remaining profit shall be allocated as legal reserve; provided, however, that when the legal reserve has reached the amount of the Company's paid-up capital, no further allocation shall be required. Special reserve shall then be allocated or reversed in accordance with applicable laws and regulations or the requirements of the competent authority. If there is any remaining profit, together with undistributed earnings from prior periods, such amount shall constitute the accumulated distributable earnings available to shareholders. After the Board of Directors has evaluated and retained the portion required for future operational needs, it shall formulate a proposal for the distribution of earnings and submit the same to the shareholders' meeting for resolution and distribution. Notwithstanding the foregoing, where all or part of the dividends, legal reserve, or capital surplus as aforementioned is to be distributed in cash, the Board of Directors is hereby authorized to effect such distribution upon approval by a resolution adopted at a meeting attended by more than two-thirds of the directors, with the affirmative vote of more than one-half of the directors present, and such distribution shall thereafter be reported to the shareholders' meeting.
The Company's dividend policy shall be formulated based on its profitability and with due consideration given to factors including the Company's current and future operational development, investment environment, capital requirements, domestic and international competitive conditions, capital budget, and the protection of shareholders' interests. The method of dividend distribution shall be proposed by the Board of Directors in accordance with the provisions of these Articles of Incorporation as part of the earnings distribution proposal.
The Board of Directors shall, taking into account the Company's then capital structure, financial condition, operating performance, and earnings, allocate no less than 10% of the after-tax profits for the year as dividends to shareholders, and may adopt a combination of cash dividends, stock dividends, capitalization of retained earnings, or other appropriate methods, so as to achieve a balanced and stable dividend policy; provided, however, that cash dividends shall not be less than 10% of the total dividends distributed.
B. Dividend distribution proposed for the year:
The Company's 2024 earnings distribution proposal was approved by resolution of the shareholders' meeting on June 30, 2025. A cash dividend of NT$2 per share was distributed, totaling NT$313,123 thousand. The Company's 2025 earnings distribution proposal was approved by resolution of the Board of Directors on April 8, 2026. A cash dividend of NT$5.6 per share is proposed for distribution, totaling NT$985,342 thousand, and is submitted to the shareholders' meeting on May 29, 2026 for acknowledgment.
-92-
C. If a material change in dividend policy is expected, provide an explanation: None.
3.1.4 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: N/A.
3.1.5 Compensation of employees, directors, and supervisors
A. The percentage or range of remuneration for employees, directors, and supervisors based on the Articles of Incorporation
From the Company’s net profit before tax for the current year, prior to the deduction of employee compensation and director remuneration, an amount ranging from 1% to 3% shall be allocated as employee compensation (of which not less than 5% of such employee compensation shall be allocated to non-managerial employees), and an amount not exceeding 3% shall be allocated as remuneration for directors. Employee compensation may, as resolved by the Board of Directors, be paid in the form of shares or cash. Proposals for the distribution of employee compensation and director remuneration shall be submitted and reported to the shareholders’ meeting. However, if the Company has accumulated losses, the amount necessary to offset such losses shall be reserved in advance, and employee compensation and director remuneration shall then be allocated in accordance with the foregoing ratios. The recipients of employee compensation paid in the form of shares or cash as aforementioned, shall include employees of controlling or subsidiary companies who meet certain qualifications.
B. The basis for estimating the amount of employee, and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period
The Company’s employee remuneration and directors’ remuneration are estimated annually based on the percentages prescribed in the Articles of Incorporation and are submitted to the shareholders’ meeting following approval by the Board of Directors. If the actual amount distributed subsequently differs from the estimated amount, such difference shall be treated as a change in accounting estimate and adjusted in the accounts in the year of payment.
C. The remuneration distribution approved by the board of directors
a. The amount of any employee, director, and supervisor compensation distributed in cash or stocks. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:
The Company’s 2025 employee remuneration and directors’ remuneration distribution proposal was approved by the Board of Directors on March 11, 2026.
-93-
The amounts allocated for employee remuneration and directors' remuneration are NT$24,983 thousand and NT$2,271 thousand, respectively.
Unit: NT$ thousands
| Items | Amount Resolved by the Board (A) | Accrued Amount for the Fiscal Year (B) | Difference (A)-(B) | Reasons for Difference | Treatment of Difference |
|---|---|---|---|---|---|
| Employee Compensation | 24,983 | 24,983 | - | - | - |
| Directors' Compensation | 2,271 | 2,271 | - | - | - |
b. The amount of employees' remuneration distributed by share and its ratio of the total after-tax net profit and total employees' remuneration in the individual financial report of the current period: None.
D. The actual remuneration distribution status of the employees, directors, and supervisors in the preceding year (including the number of shares and the share price). If there is a discrepancy between that recognized, the amount in difference, reason and countermeasure shall be specified:
The Annual General Meeting of shareholders held on June 30, 2025, approved the distribution of employees' remuneration of NT$17,566 thousand and Directors' and Supervisors' remuneration of NT$1,117 thousand from the 2024 distributable earnings, all to be paid in cash. The differences between these amounts and the originally recognized expenses, the reasons thereof, and the accounting treatment are described as follows:
Unit: NT$ thousands
| Items | Amount Resolved by the Board (A) | Accrued Amount for the Fiscal Year (B) | Difference (A)-(B) | Reasons for Difference | Treatment of Difference |
|---|---|---|---|---|---|
| Employee Compensation | 17,566 | 17,312 | 254 | Resolved by the Board of Directors as NT$ 17,566 thousand. | The difference will be recognized as an adjustment in the fiscal year 2025. |
| Directors' Compensation | 1,117 | 1,102 | 15 | Resolved by the Board of Directors as NT$ 1,117 thousand. | The difference will be recognized as an adjustment in the fiscal year 2025. |
3.1.6 The Status of the Company's Share Repurchase (Completed): None.
3.2 Corporate Bonds
None.
3.3 Preferred Shares
None.
3.4 Overseas Depositary Receipts
None.
3.5 Employee Stock Options
3.5.1 The status of valid employee stock option certificates as of the date of this annual report and effects on shareholder rights
March 31, 2026
| Stock Option Plan | The 2023 Employee Stock Option Plan | |
|---|---|---|
| Effective Date & Total Units | 10/17/2024 | |
| 2,495 units | ||
| Grant Date | 113/5/15 | |
| Period | Five years | |
| Units issued | Issuing unit | 2,500 units |
| Expired units | 5 units | |
| Units outstanding | 2,495 units | |
| Available units for issuance | - | |
| Percentage of Shares to be issued of the outstanding shares as of the date of issuance | 1.42% | |
| Underlying Shares | The Company will issue new common shares as the underlying shares | |
| Vesting Schedule (%) | After one year, 25% shall be vested, with the remaining 75% vesting over the following three years at 25% per year. | |
| Exercised Shares | 592,500 shares | |
| Exercised Amount | NT$ 15,405,000 | |
| Unexercised Shares | 1,902,500 shares | |
| Exercise Price per unexecuted share (current exercise price) | NT$ 26 | |
| Ratio of unexercised shares over the outstanding shares as of the date of this annual report (%) | 1.08% | |
| Impact on shareholders’ equity | To attract and retain the talent required by the Company, motivate employees, and enhance employee loyalty, thereby collectively creating benefits for both the Company and its shareholders, which yields a positive impact on shareholders' equity. |
3.5.2 Names, Granting and Exercise Status of the Managerial Officers and Top Ten Employees with Granted Employee Stock Options (Cumulative to the Date of Publication of the Annual Report):
March 31, 2026
Unit: Thousands of shares
| Title | Name | Number of Stock Options Grante | Percentage of Stock Options in Outstanding Shares | Exercised | Unexercised | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Stock Options | Exercise Price | Exercise Amount (NT$ in thousands) | Percentage of Stock Options in Outstanding Shares | Number of Stock Options | Exercise Price | Exercise Amount (NT$ in thousands) | Percentage of Stock Options in Outstanding Shares | |||||
| Managerial Officer | President and CEO | Chen, Po-Lin | 2,120 | 1.20% | 530 | 26 | 13,780 | 0.30% | 1,590 | 26 | 41,340 | 0.90% |
| CLO and Business Operations Director | Chen, Chih-Ning | |||||||||||
| Employees | Chen, X-X | 355 | 0.20% | 57.5 | 26 | 1,495 | 0.03% | 297.5 | 26 | 7,735 | 0.17% | |
| Su, X-X | ||||||||||||
| Wang, X-X | ||||||||||||
| Lin, X-X | ||||||||||||
| Chiang, X-X | ||||||||||||
| Lee, X-X | ||||||||||||
| Hsu, X-X | ||||||||||||
| Lan, X-X | ||||||||||||
| Chang, X-X | ||||||||||||
| Ho, X-X |
3.5.3 Status of Private Placement of Employee Stock Options in the Most Recent Three Years and up to the Date of Publication of the Annual Report: None.
3.6 Issuance of Restricted Share for Employees
None.
3.7 Issuance of New Shares for Merger, Acquisition or Exchange of Other Companies
None.
3.8 Financing Plans and Implementation
For the period as of the quarter preceding the date of publication of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits, the annual report shall provide a detailed description of the plan for each such public issue and private placement. Such descriptions shall include any and all changes to the plan, the source of funds and the manner of their utilization, the reason(s) for any changes
to the plan, the benefits yielded by the funds before and after any change to the plan, the date on which the change to the plan was reported at a shareholders' meeting, and the date on which such information was uploaded to the information disclosure website specified by the FSC.
Pre-IPO Cash Capital Increase in 2025
- Plan:
A. Date and Reference Number of Approval by the Competent Authority:
Approved by the Taiwan Stock Exchange under Letter No. Tai-Zheng-Shang-Yi-Zi No. 1141804327 dated October 14, 2025.
B. Total Amount of Funds Required for This Plan: NT$3,166,323 thousand.
C. Source of Funds:
In this cash capital increase, 18,800,000 common shares were issued, with a par value of NT$10 per share, totaling NT$188,000 thousand. The minimum underwriting price for the competitive auction was set with the upper limit based on 70% of the simple arithmetic average of the closing prices over the 30 business days during which there were trades on the Emerging Stock Market prior to filing the competitive auction agreement with the Taiwan Securities Association, after deducting ex-rights from stock dividends (or capital reduction) and ex-dividend effects. Accordingly, the minimum underwriting price (competitive auction reserve price) was set at NT$150 per share. Bids were awarded in order of highest bid price, and each successful bidder subscribed at its bid price. The total awarded amount from this competitive auction was NT$2,281,971 thousand. The public subscription underwriting price was based on the weighted average price of the successful bids and their quantities in the competitive auction, which was NT$168.59 per share. However, as this average price exceeded 1.12 times the minimum underwriting price, the public subscription underwriting price was set at a premium issue price of NT$168 per share. In addition, the funds raised from public subscription and employee subscription amounted to NT$884,352 thousand, and the total amount raised from this capital increase was NT$3,166,323 thousand.
D. Project Items and Progress of Fund Utilization:
| Project Items | Scheduled Completion Date | Total Amount of Funds Required |
|---|---|---|
| Working Capital Enhancement | Q3 2026 | NT$3,166,323 thousand |
| Scheduled Fund Utilization Progress | ||
| --- | --- | --- |
| Q4 2025 | Q1 2026 | Q2 2026 |
| NT$450,000 thousand | NT$620,000 thousand | NT$840,000 thousand |
E. Expected Benefits
The Company expects to raise NT$3,166,323 thousand from this offering, all of which is expected to be used to replenish working capital in response to funding needs arising from growth in the scale of operations. In addition to saving interest expenses, increasing the stability of long-term funding, and strengthening the flexibility of fund deployment, this will also enhance the Company’s operational competitiveness and have a positive effect on the Company’s overall operational development and the strengthening of its financial structure.
F. Reasons for Changes, Comparison of Benefits Before and After Changes, and Date of Submission of the Amended Plan to the Shareholders’ Meeting: None.
G. Date of Submission to the Information Reporting Website Designated by the Financial Supervisory Commission: None.
- Implementation Status and Benefit Analysis
A. Implementation Status
Unit:NT$ in thousands
| Project Items | Execution Status | Progress Ahead of or Behind Schedule, Reasons, and Improvement Plan | ||
|---|---|---|---|---|
| Working Capital Enhancement | Amount Utilized | Estimated | NT$3,166,323 thousand | The progress is ahead of schedule compared to the original plan, primarily due to enhanced business development efforts. |
| Actual | NT$3,166,323 thousand | |||
| Execution Progress | Estimated | 100% | ||
| Actual | 100% |
B. Benefit Analysis
Unit:NT$ in thousands ; %
| Year
Item | | As of Q3 2025
(Pre-capital increase) | Fiscal Year 2025
(Post-capital increase) |
| --- | --- | --- | --- |
| Basic Financial Information | Current Assets | 4,924,374 | 4,042,237 |
| | Current Liabilities | 4,454,561 | 3,099,946 |
| | Total Liabilities | 6,685,148 | 5,337,616 |
| | Interest Expense | 39,306 | 50,101 |
| | Operating Revenue | 8,397,423 | 10,460,828 |
| | Earnings per Share
(Unit: NT$) | 9.06 | 11.11 |
| Financial Structure | Debt-to-Asset Ratio | 51.46 | 35.19 |
| | Ratio of Long-term Capital to Property, Plant and Equipment | 220.88 | 280.07 |
| Liquidity | Current Ratio | 110.55 | 130.40 |
| | Quick Ratio | 102.63 | 111.31 |
Note: The financial reports for Q3 2025 and the year 2025 have been audited or reviewed by independent auditors.
-98-
The Company’s current cash capital increase is intended to strengthen working capital, which will enhance debt-servicing capacity and increase financial flexibility. Following the capital increase, the Company’s debt-to-asset ratio will decrease from 51.46% before financing to 35.19%, while the ratio of long-term capital to property, plant and equipment will increase from 220.88% to 280.07%. In addition, the current ratio and quick ratio will improve from 110.55% and 102.63% before financing to 130.40% and 111.31%, respectively, after financing. Accordingly, in addition to enhancing financial flexibility, the capital increase is expected to effectively improve the Company’s financial structure and strengthen its debt-servicing capacity, thereby having a positive impact on the Company’s overall operations and development. Therefore, the benefits of the capital increase are considered reasonable.
-99-
IV. Business Overview
4.1 Business Activities
4.1.1 Business Scope
A. The main business scope
The Company is primarily engaged in offshore construction vessel chartering, onshore and offshore construction for offshore wind farms, various subsea cable installation projects, and offshore construction project management.
The core business activities are as follows:
| Business Scope Code | Business Scope Categories |
|---|---|
| G403010 | Vessel Rental |
| G702010 | Ship service Operator |
| G407010 | Salvaging |
| G408010 | Shipwreck Emergency Medical |
| G799990 | Other Transportation Support |
| IG03010 | Energy Technical Services |
| E401010 | Dredging industry |
| E402010 | Sandstone, Silt Sea Throwing |
| E603010 | Cable Installation Engineering |
| EZ99990 | Other Engineering |
| I101120 | Shipbuilding Consulting |
| I103060 | Management Consulting |
| I199990 | Other Consulting Service |
| IZ99990 | Other Industrial and Commercial Services |
| F214060 | Retail Sale of Ship and Component Parts Thereof |
| F401010 | International Trade |
| ZZ99999 | All business activities that are not prohibited or restricted by law, except those that are subject to special approval. |
| G301011 | Vessel Carriers |
B. Operation Ratio of the Main Products
Unit: NT$ Thousand; %
| Year
Item | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | Amount | Ratio | Amount | Ratio |
| Vessel Chartering Revenue | 5,684,550 | 83.37% | 7,542,007 | 72.10% |
| Revenue from Contracts with Customers | 1,133,807 | 16.63% | 2,918,821 | 27.90% |
| Total | 6,818,357 | 100.00% | 10,460,828 | 100.00% |
-100-
C. Current Products (Services) of the Company
The Company owns a diversified and large-scale offshore construction support fleet, including crew transfer vessels, anchor handling tug vessels (AHT), cargo barges, survey vessels, service operation vessels, construction support vessels (CSV), and flex pipe/submarine cable installation vessels. Its business scope includes marine construction vessel chartering, nearshore and offshore construction works for offshore wind farms, various types of submarine cable construction, and marine construction project management. It has obtained ISO international standard certifications, including ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, and ISO 50001:2018. In addition, the Company is committed to the training of high-level construction vessel teams, the cultivation of technical personnel skills, and the expansion of vessel machinery and equipment in order to maintain its competitiveness in the industry. At present, the Company's principal sales region is Taiwan, and the main products and services it provides include:
a. Vessel Chartering Services:
The Company is capable to provide various types of vessels, including crew transfer vessels, anchor handling tug vessels (AHT), cargo barges, survey vessels, service operation vessels, construction support vessels (CSV), and flex pipe/submarine cable installation vessels. Currently, these are mainly deployed in the offshore wind energy market, providing various types of vessels for wind farm survey and development, construction and operation and maintenance phases.
According to information from the Marine Technology Industrial Innovation Center (MTIC), the development lifecycle of offshore wind farm can last as long as 25 to 30 years from the planning stage and is divided into four phases—the preliminary "Survey and Development Phase" (approximately 1 to 5 years), the "Construction Phase" for equipment installation (approximately 2 to 4 years), the energy generation of "Operation and Maintenance Phase" (approximately 25 to 30 years), and the final "Decommissioning Phase" for replacing obsolete equipment. In terms of offshore wind vessel chartering services, vessel charter periods during the "Construction Phase" for equipment installation and the "Decommissioning Phase" for replacing obsolete equipment are usually shorter. The supported services include turbine installation, submarine cable installation, subsea foundation installation, other ancillary support services, and the dismantling of wind farm-related facilities. By contrast, charter periods during the "Operation and Maintenance Phase" for energy generation are usually longer, with multi-year charter contracts being more common, and the services mainly support the maintenance of wind farm offshore structures and turbines, as well as subsea inspection services.
-101-
In addition to offshore wind, one of the Company’s vessel “Orient Adventurer” will enter the European oil and gas industry starting in 2026, serving as a deepwater construction support vessel to assist European countries in establishing energy independence.
b. Construction Services:
The services mainly include nearshore wind farm development works, offshore works, submarine cable installation, and project management services. Examples include submarine cable laying, submarine cable jet burial, submarine cable repair, offshore survey, offshore rescue, offshore lifting, offshore equipment deployment, heavy cargo transport, noise monitoring during piling, various types of fleet management, and various construction services.
c. Operation and Maintenance Services: Long-term Service Operation Vessels and Taichung Port Quay No. 2 Subsea Cable O&M
In addition to the aforementioned services, the Company is actively moving toward becoming a full-lifecycle supplier in order to strengthen competitiveness and deploy long-term operating capabilities. Therefore, in 2023 the Company obtained a ten-year operating right for the specific submarine cable operation and maintenance zone at Taichung Port Quay No. 2 hinterland area, and plans to establish a submarine cable operation and maintenance base. Together with the Company’s existing flex pipe/submarine cable installation vessels and submarine cable-related execution services, this enables the Company in providing the customers with a total solution services from construction and operation and maintenance to emergency repair, making it the only company in Taiwan with integrated full-cycle submarine cable service capabilities.
In addition to operation and maintenance services, the Company currently has three newbuild Service Operation Vessels under construction, which will in the future be deployed in long-term operation and maintenance services for various offshore wind farms, strengthening the Company’s long-term operations and cash flow stability.
D. New Products (Services) planned to be developed
The Company’s principal businesses include offshore marine construction, vessel chartering, and operation and maintenance services. With the steady development of renewable energy and oil and gas industries in Asia and Europe, coupled with the Company’s active expansion across sectors and regions, all business segments are expected to maintain stable growth momentum.
In addition to continuously improving the quality of existing services and expanding its fleet and equipment to enhance market competitiveness, the development of new business items will align with the Company’s overall development strategy, achieving
-102-
an appropriate balance among resource allocation, market scale, risk control, and expected returns.
The Company’s planned new business developments are as follows:
a. Vessel chartering collaboration projects
The Company focuses on the offshore marine construction sector and upholds technical leadership and sustainable development as its core values. It has therefore actively invested in acquiring advanced flex pipe/submarine cable installation vessels, construction vessels, survey vessels, and other types of construction support vessels and laying equipment, expanding its fleet scale and actively pursuing international cooperation across regions.
The Company continues to strengthen its business scale and competitive advantages in the submarine cable sector. Further to its existing submarine cable construction services, the three operation and newbuild Service Operation Vessels currently under construction are all equipped with submarine cable repair capabilities. They can carry submarine cables, work-class remotely operated vehicle (ROV) systems, and submarine cable burial equipment. The Company has also invested in submarine cable repair-related equipment in advance. In the future, these vessels and equipment will be deployed in Taiwan on a long-term basis to support domestic submarine cable repair needs, providing comprehensive solutions and fleet support services covering both construction and repair. The service scope includes offshore wind farm, power cables, and telecommunications submarine cables.
In addition, the Company’s large flex pipe/submarine cable installation vessel “Orient Adventurer”, will be mobilized to Europe in 2026, delivered to a Norwegian client, and engaged in offshore wind and oil and gas field construction projects in Europe, marking an important milestone in the Company’s expansion into the European market.
b. Expansion of EPC contracts
In 2023, the Company secured a turnkey contract for Chunghwa Telecom Co., Ltd.’s “Taiwan-Penghu-Kinmen-Matsu Fourth Submarine Cable Construction Project” with a contract value of NT$2.58 billion. This marked the first time a domestic offshore construction contractor in Taiwan obtained a large-scale submarine cable installation project from Chunghwa Telecom on a turnkey basis. The Company will further develop and undertake more turnkey construction projects, leveraging its strengths in vessels, equipment, and project execution to expand its market influence.
-103-
4.1.2 Overview of the industry
The Company is principally engaged in marine construction vessel chartering, nearshore and offshore construction works for offshore wind farms, various types of submarine cable construction, and marine construction project management. It focuses on services applied to offshore wind energy generation and other marine construction sectors. The current industry status and development of the Company’s industry are described as follows:
A. The current situation and development of the industry
According to data from the Industrial Value Chain Information Platform – Wind Power Industry, Taiwan’s wind power industry began in the early 1980s during the energy crisis. The Taiwanese government commissioned the Industrial Technology Research Institute (ITRI) to successively develop 4 KW, 15 KW, and 150 KW wind turbines to alleviate the energy crisis at that time. However, development ceased after the energy crisis was resolved. In 2000, the Taiwanese government issued the “Subsidy Measures for the Installation of Demonstration Wind Power Systems.” Taiwan Power Company, Formosa Heavy Industries Co., Ltd., and Cheng Loong Corp. respectively installed three wind power systems with a total capacity of 8.64 MW in Penghu, Yunlin, and Hsinchu, once again promoting the development of wind power. By 2004, the Taiwanese government opened the establishment of private power plants, marking the entry of private enterprises into wind power development. Based on the installation location of wind turbines, they can be classified into onshore wind turbines installed on land and offshore wind turbines installed at sea. Currently, onshore wind turbine technology is relatively mature, while offshore wind turbines are still in the development stage.
a. Overview of Taiwan’s Offshore Wind Energy Industry
Taiwan relies heavily on imported energy and has a high dependence on petrochemical energy. To balance energy security, environmental sustainability, and the green economy, the Taiwanese government approved the “Green Energy Technology Industry Innovation Promotion Plan” on October 27, 2016, and set a phased net-zero transition target of achieving a 30% share of green electricity by 2030, with offshore wind power development attracting significant attention. Taiwan not only holds a relatively leading position in Asia but has also strongly promoted renewable energy policies and the offshore wind energy industry. Through a three-stage policy—demonstration incentives, potential sites, and zonal development—the Taiwanese government has steadily advanced offshore wind power development to achieve the policy target of 20.6 GW by 2035.
-104-
Taiwan Offshore Wind Energy Development Strategy
| Phase 1: Demonstration Incentives | Phase 2: Zonal Development | Phase 3: Zonal Development (Round 2) |
|---|---|---|
| 2019: Miaoli Offshore Demonstration Wind Farm (128 MW, completed) | 2015: Announcement of 36 potential wind farm sites | 2026–2035: |
| 2021: Changhua Offshore Demonstration Wind Farm (109.2 MW, under construction) | 2018: Completion of site selection and auction process | |
| • Installed capacity: 3.8 GW | ||
| • Grid connection capacity: 1.7 GW | ||
| 2025: 5.5 GW expected to be commissioned | • Installed capacity target: 1.5 GW per year | |
| • Two-stage development mechanism: | ||
| • Capacity allocation | ||
| • Price competition | ||
| • Gradual integration into the industrial value chain |
Source: Energy Administration, Ministry of Economic Affairs; compiled by SinoPac Securities Investment Advisory Co., Ltd.
Expected Newly Installed and Cumulative Offshore Wind Energy Capacity in Taiwan from 2017 to 2035

Source: Energy Administration, Ministry of Economic Affairs (2023); IEK (March 29, 2024)
According to the Taiwan Offshore Wind Industry Association (TOWIA), Taiwan is an important model for offshore wind energy development in Asia. As of 2025, Taiwan has completed and connected a total of 7 offshore wind farms to the grid, with a commercial operation capacity of 3.197 GW. An additional 2.62 GW is currently under construction, with a total of 474 wind turbines installed
-105-
nationwide. The cumulative completed capacity is expected to exceed 5.3 GW by 2026. In addition, there are 3.9 GW still in the development stage.
b. Overview of the Global Offshore Wind Energy Industry
In recent years, driven by the dual objectives of net-zero carbon emissions and energy security, global offshore wind development has accelerated. According to the Global Wind Report 2025 released by the Global Wind Energy Council (GWEC) on April 23, 2025, the global cumulative installed capacity of offshore wind energy is projected to reach approximately 441 GW by 2034 under a high scenario (where market, policy, and technological conditions are all in place), indicating that offshore wind energy will continue to grow rapidly over the next decade. Following the Russia-Ukraine war, the European Commission's REPowerEU plan has continued to accelerate renewable energy deployment and reduce dependence on Russian natural gas, strengthening the role of offshore wind power in Europe's energy transition. In the United States, the Inflation Reduction Act provides long-term tax credits and manufacturing subsidies to support offshore wind power and related supply chain investments. Meanwhile, the International Energy Agency, in its 2025 electricity market report, indicated that more than 90% of global new electricity demand in the coming years will be supplied by renewable energy, with wind and solar power as the main sources, demonstrating that offshore wind has become a key pillar of the global energy transition and the decarbonization of energy systems.
According to the Global Wind Report 2025, the global newly installed wind power capacity in 2024 reached 117 GW (GW = gigawatt), including 109 GW (93.16%) from onshore wind and 8 GW (6.84%) from offshore wind, bringing the cumulative installed capacity to 1,136 GW, representing an 11% increase compared to 2023. GWEC Market Intelligence forecasts that from 2025 to 2030, the global average annual newly installed capacity will reach 164 GW, with a compound annual growth rate (CAGR) of 8.8%.
Among this, the CAGR for onshore wind power is estimated at 6.6%, with an average annual addition of 138 GW from 2025 to 2030, resulting in a cumulative addition of 827 GW. China and Europe will continue to serve as the core drivers of growth, together accounting for 73% of global new capacity during this period. From 2025 onward, growth in Europe, India, and Australia is expected to accelerate, while emerging markets in Southeast Asia, Central Asia, and the Middle East and Africa are also expected to grow rapidly starting from 2027. By the end of 2030, the global onshore wind energy market structure will become more diversified, with markets outside China expected to account for approximately half of annual new capacity.
-106-
For offshore wind, the CAGR from 2025 to 2030 is estimated at approximately 21%–27%, and by 2030, annual new installations are expected to reach four times the level of 2024. In the short term, China and Europe will remain the primary drivers of growth; emerging markets in the Asia-Pacific region are also expected to gradually expand their contribution to offshore wind energy starting from 2028. Overall, before 2030, more than 15% of global annual offshore wind installations are expected to come from emerging markets outside China and Europe. Between 2025 and 2030, China is expected to add 80 GW, continuing to lead offshore wind development in Asia; Taiwan is expected to add 8.3 GW, Japan 5 GW, and South Korea 4.2 GW. Europe is expected to add 51 GW of offshore wind power between 2025 and 2030, mainly concentrated in the United Kingdom (42%), Germany (22%), Poland (12%), the Netherlands (11%), France (4%), and Denmark (3%), further driving the growth of the global offshore wind energy market.
New installations outlook 2025–2030 (GW)

GWEC's Market Outlook represents the industry perspective on expected installations of new capacity over this and the next five years. The outlook is based on input from regional wind associations, government targets, tender results, announced auction plans, available project pipeline, and input from industry experts and GWEC members. An update will be released in Q2 2025. A detailed data sheet is available in the member-only area of the GWEC Intelligence website.
Source: GLOBAL WIND REPORT 2023(GWEC)
B. Linkages of Upstream, Midstream and Downstream
The Company operates in the marine construction industry and is committed to offshore wind related construction. The offshore wind energy industry chain can be divided into three segments: equipment manufacturing, integrated services, and power generation. Upstream of the wind power generation industry is the equipment manufacturing sector (such as Sing Da Marine Structure), which primarily supplies raw materials for wind turbines (such as China Steel Corporation (CSC) and Swancor), components and accessories (such as CSC, Tien Li Offshore Wind
-107-
Technology, and Formosa Heavy Industries), subsystems (such as TECO, Fortune Electric, and Shihlin Electric), as well as wind turbine system assembly services (such as Vestas and Siemens Gamesa). The midstream segment consists of the integrated services sector, whose business includes wind farm planning (such as Sinotech and COWI), wind farm construction (such as DFO and CDWE), and wind turbine maintenance (such as Vestas and Siemens Gamesa). The downstream segment is the wind energy generation industry, which includes integrated developers and power generation operators. These entities conduct feasibility analyses for pre-developed wind farms, including wind farm potential, technology, construction, and finance, and coordinate consulting services for wind farm planning and construction.
During the development, construction, and subsequent operation and maintenance of offshore wind farms, developers own the wind farms and procure the raw materials, systems, and equipment required for construction from manufacturers (i.e., the equipment manufacturing sector), and then entrust marine construction contractors to transport and install them (i.e., the integrated services sector). After completion and entry into commercial operation, subsequent operation and maintenance may also be carried out by marine construction contractors (i.e., the integrated services sector). The Company's principal business is to provide support vessel chartering for offshore wind construction, nearshore wind farm development works, and offshore construction services. It serves as a supporting role in marine construction and therefore belongs to the midstream integrated services segment of the industry. The interrelationships among the upstream, midstream, and downstream segments are set out as follows:
| Upstream | |||
|---|---|---|---|
| Equipment Manufacturing Industry | |||
| Raw Materials | |||
| Steel | Glass / Carbon Fiber | Resin | |
| Components / Parts | |||
| Blades | Gearbox | Tower | |
| Cables | Wind Farm Development | ||
| Sub-systems | |||
| Monitoring System | Power System | ||
| Wind Turbine Equipment | |||
| Offshore Wind Turbines | Onshore Wind Turbines |
Source: Industry Value Chain Information Platform.
| Midstream |
|---|
| Integrated Services Industry |
| Wind Farm Planning |
| Wind Farm Construction |
| Wind Turbine Maintenance |
| Downstream |
| --- |
| Power Generation Industry |
| Wind Farm Development |
| Power Generation Operations |
-108-
Taiwan Offshore Wind Power Industry Chain
| Raw Materials | Key Components | Construction and Services |
|---|---|---|
| • Steel | ||
| China Steel Corporation | ||
| • Resin | ||
| Swancor International Holding Co., Ltd. | • Blades | |
| Tien Li Offshore Wind Technology Co., Ltd. | ||
| • Towers | ||
| China Steel Machinery Corporation | ||
| • Hub Castings | ||
| Yeong Guan Energy Technology Group Co., Ltd. | ||
| • Gearboxes | ||
| Formosa Heavy Industries Corporation | ||
| • Substations | ||
| TECO Electric & Machinery Co., Ltd. | ||
| • Transition Piece | ||
| CTCI Machinery Corporation | ||
| • Subsea Foundations | ||
| Century Iron & Steel Industrial Co., Ltd. | ||
| • Piles | ||
| Century Huaxin Wind Energy Co., Ltd. | ||
| • Cables | ||
| TA YA ELECTRIC WIRE & CABLE | • Marine Construction | |
| HUNG HUA CONSTRUCTION CO., LTD. | ||
| CSBC-DEME Wind Construction Co. Ltd. | ||
| • EPC (Construction, Procurement, and Construction) | ||
| Foxwell Energy Co., Ltd. | ||
| • Developers | ||
| China Steel Corporation | ||
| • Wind Turbine Maintenance | ||
| CWind Taiwan | ||
| • Vessel Chartering Services | ||
| Dong Fang Offshore Co., Ltd. |
Source: Compiled by SinoPac Securities Investment Advisory Co., Ltd. (July 2024)
C. Various Development Trends and Competition of Products
a. Various Development Trends of Products
The construction of offshore wind energy relies on the execution of marine construction. Since 2021, offshore wind farms connected to the grid have been accompanied by commitments to industrial linkage implementation plans (i.e., the "localization policy"). The aspects of the localization policy most relevant to the Company are vessel chartering and marine construction support. As the Company primarily develops offshore wind energy construction-related businesses, it is expected that local marine construction teams will continue to play an important role in Taiwan's offshore wind industry.
b. Competition
As the types and content of services provided by marine construction vary, the following analysis focuses only on the competitive landscape of business items relevant to the Company.
(a) Vessel chartering services: diversified operations establishing high entry barriers.
The Company self-owned and operated vessels include crew transfer vessels, anchor handling tug vessels (AHT), cargo barges, survey vessels, service operation vessels, construction support vessels (CSV), and flex
-109-
pipe/submarine cable installation vessels. The main competitors in crew transfer vessels include International Ocean Group, Ventus Marine, U-Ming Marine, and TIPC Marine Corporation. The main competitors in other medium-sized vessels include PKR Offshore, Ta San Shang Marine, and foreign teams of international operators. Construction support vessels (CSV) and flex pipe/submarine cable installation vessels are unique and only available from the Company in Taiwan. The Company is one of the few vessel operators globally with operations spanning small, medium, and large-sized vessels. Although there are competitors in each vessel segment, there are currently no operators with similar business models in Taiwan or the broader Asia-Pacific region. In particular, for large construction vessels exceeding 100 meters, the Company possesses the largest offshore wind large-scale support vessel fleet in the Asia-Pacific region. The Company is also able to provide comprehensive marine construction turnkey and project management services. This diversified business model is highly unique and establishes high competitive barriers.
(b) Construction services: enhancing service differentiation, strengthening the Company's long-term competitiveness, expanding service scope, and reducing reliance on a single industry.
In addition to vessel chartering services, the Company also integrates related construction services to enhance market competitiveness. These include nearshore marine construction such as submarine cable landfall works and horizontal directional drilling (HDD) from land to sea, as well as offshore construction such as submarine cable burial, various types of subsea construction, noise monitoring, subsea foundation transportation, and project management. In the fields of submarine cable burial, landfall works, and horizontal directional drilling, there are currently no other domestic operators with competitive capabilities. In noise monitoring, subsea foundation transportation, and construction project management, there are a few competitors.
In summary, the overall supply and demand of vessels in the market is currently undergoing gradual adjustment. However, leveraging its fleet scale advantage and diversified business model, the Company has established relatively high competitive barriers and has successfully expanded beyond the offshore wind energy industry into other markets, securing the turnkey contract for Chunghwa Telecom's Taiwan-Penghu-Kinmen-Matsu Fourth Submarine Cable Construction Project. Therefore, based on the current market competition conditions, it is assessed that there will be no material impact on the Company's long-term operations.
-110-
4.1.3 Technology/Technical Expertise, Research and Development Overview
A. Annual R&D Expenses for the most recent year and up to the date of publication of the annual report: Not applicable, as the Company provides services rather than product development.
B. Successfully Developed Technologies or Products for the most recent year and up to the date of publication of the annual report: the Company provides different types of technical expertise and services according to the content of each marine construction project, as described below:
a. Subsea Cables
The Company possesses a wide range of vessel equipment and extensive experience in submarine cable construction, providing comprehensive submarine cable transportation, installation, maintenance, and repair services, including subsea cable laying, landfall works, and terminal testing, ensuring stable power transmission between wind farms and onshore locations. Among these, turnkey telecommunications submarine cable services include comprehensive planning, design, construction, and post-installation maintenance of subsea communication cables, ensuring smooth and uninterrupted data and communication for wind farms. Further, the Company provides onshore submarine cable storage and warehousing services, offering convenient logistical support for cable transportation and installation, ensuring smooth project execution and enhancing overall operational efficiency and reliability. These integrated services are critical to the construction and operation of offshore wind farms, providing customers with one-stop solutions and ensuring the successful implementation of projects.
In 2023, the Company secured a turnkey contract for Chunghwa Telecom Co., Ltd.’s “Taiwan-Penghu-Kinmen-Matsu Fourth Submarine Cable Construction Project” with a contract value of NT$2.58 billion. This marked the first time a domestic offshore construction contractor in Taiwan obtained a large-scale submarine cable installation project from Chunghwa Telecom on a turnkey basis. The Company will further develop and undertake more turnkey construction projects, leveraging its strengths in vessels, equipment, and project execution to expand its market control.
b. Offshore Wind Energy and Operations & Maintenance
The Company’s team holds professional certifications and, with extensive and advanced technical expertise and project management experience, provides the best local management and execution team for wind farm O&M. The unique technicality for offshore wind and operation and maintenance include: (1) providing professional service operation vessels (SOV) and crew transfer vessels (CTV) to ensure efficient and uninterrupted operation and maintenance of offshore wind farms; (2) providing submarine cable maintenance and repair
-111-
services, conducting regular inspections and repairs of subsea cables to ensure the safety and reliability of power transmission systems. These integrated operation and maintenance services provide comprehensive assurance for the successful operation of offshore wind farms and enhance project operational efficiency.
The Company’s large-scale offshore wind and O&M track records:
| June 2024 | Supply of an Service Operation Vessel Charter Party for the CiP Phase 3-1 Feng Miao Wind Farm. |
|---|---|
| November 2024 | Signing of a 12-year vessel charter contract with Vestas, under which the Company’s Service Operation Vessel (SOV) currently under construction will be deployed to provide O&M services for Vestas turbines at the Changfang and Xidao, and Zhongneng Wind Farms. |
| April 2025 | Signing of a Service Operation Vessel Charter Party with Formosa 4, with a firm charter period of at least 15 years. |
4.1.4 Long-term and Short-term Business Development Plans
A. Short and mid-term business development plan: continuing to expand the fleet and cultivate technical experts, while developing new markets
The Company will continue to expand its fleet, actively cultivate marine construction experts, and train operation and maintenance teams to maintain and continuously enhance its market competitiveness. At the same time, through fleet expansion, the management team will be deployed effectively at an economic scale, and the fleet will be deployed beyond offshore wind markets to reduce the risk of reliance on a single market for revenue. Currently, the Company will further leverage its long-term contract signed with DeepOcean to establish an operational base in Europe and further expand into the European market, while actively develop into countries such as Japan and South Korea in the Asia region.
The Company aims to increase the proportion of operation and maintenance phase business to ensure long-term cash flow stability. Through the Chunghwa Telecom submarine cable project, the Company has steadily grown its project team size. Other than moving towards undertaking extra mid-sized turnkey projects, it will build project team capabilities and construction execution track records and provide more diversified solutions to customers. The mid-term objective is to continue expanding vessel operations overseas, while in Taiwan actively transforming into a large-scale project construction company to enhance the Company’s commercial value, thereby increasing revenue and profitability.
B. Long-term business development plan: diversification and active expansion into overseas markets
-112-
The Company will continue to focus on the offshore wind sector and deepen its presence in the submarine cable segment. In addition to offshore wind energy, it will develop into Taiwan's telecommunications cable and inter-island power cable projects to achieve long-term stable operations. In the support vessel market, the Company will continue expand its fleet beyond Taiwan and deploy across the Asia-Pacific region and globally the oil and gas field sectors, with the long-term objective of becoming an international contractor.
4.2 Market Analysis and Sales Overview
4.2.1 Market Analysis
A. The Sales (Provision) Region of the Main Products (Service)
Unit: NT$ Thousand; %
| Year Region | 2024 | 2025 | ||
|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | |
| Domestic Sales | 6,818,357 | 100 | 10,460,828 | 100 |
| Export Sales | — | — | — | — |
| Total | 6,818,357 | 100 | 10,460,828 | 100 |
B. Market Share
The Company is principally engaged in offshore wind vessel chartering, nearshore wind farm development works, and offshore construction services. The services provided vary significantly, and therefore calculating market share based on a single market or single product would not reflect the actual situation. Accordingly, the Company's market share cannot be calculated on a consistent basis in terms of output value. The Company currently operates a total of 7 small crew transfer vessels (including owned and managed vessels), owns 5 medium-sized vessels, and owns a total of 7 large (over 100 meters) construction and operation and maintenance support vessels, as well as flex pipe and submarine cable installation vessels (including those under newbuild construction). Overall, the Company has the largest fleet scale in the market across the small, medium, and large-vessel segments.
C. The Future Supply and Demand Situation and Growth of the Market
According to the Global Wind Energy Council (GWEC) in the "Global Offshore Wind Report 2025," global offshore wind energy is expected to add approximately 350 GW of installed capacity between 2025 and 2034, with cumulative capacity reaching approximately 441 GW by the end of 2034. The compound annual growth rate over the next decade is approximately 28%, with annual installations expected to grow from 8 GW in 2024 to approximately 55 GW in 2034. The share of offshore wind in total global wind power additions is also expected to increase from approximately 7% to 25%. Driven by China, the Asia-Pacific region has become the largest market globally and is expected to maintain its leading position over the next decade.
-113-

Source: Global Wind Energy Council, GWEC
Taiwan's offshore wind industry is currently entering a period of rapid construction. According to the Ministry of Economic Affairs' green energy industry plan, offshore wind development adopts a three-stage implementation mechanism, including demonstration incentives, potential sites, and zonal development phases. The policy target for the potential sites phase is to achieve a cumulative installed capacity of 5,500 MW by 2025. The zonal development phase was officially launched in 2021. After multiple rounds of discussion and revision of draft rules, capacity allocation was originally planned for implementation from 2026 to 2035, with a total scale of approximately 15 GW. The actual annual allocation will still be subject to announcements by the competent authority and adjustments based on project progress. As related wind farms are successively constructed and connected to the grid, a phased peak in grid connection is expected around 2025 to 2026.
Under this policy background, Taiwan's offshore wind industry is expected to exhibit a year-by-year growth trend in the future. At the same time, demand for offshore wind vessels in Asia continues to increase, particularly for medium- and large-scale marine construction vessels. With the Company's fleet scale and operational experience in Asia, demand for related construction and operation and maintenance services is expected to increase year by year.
D. Basis of Competitiveness
a. Integrated Services
The wind farm subcontracting structure is divided into the development phase, construction phase, and operation and maintenance phase. The Company can
-114-
provide various integrated services during the development and construction phases and can also provide all vessel services required during the operation and maintenance phase.
In addition to possessing a diversified range of vessel types (such as crew transfer vessels, anchor handling tug vessels (AHT), cargo barges, survey vessels, service operation vessels, construction support vessels (CSV), and flex pipe/submarine cable installation vessels), the Company also has an experienced management and project team. It is one of the few companies in the Asia-Pacific region capable of providing diversified integrated services.
b. Long-term Services (O&M)
In terms of long-term services, the Company has a 12-year Service Operation Vessel Charter Party Agreement with Vestas Taiwan Limited, a 5-year Service Operation Vessel Charter Party Agreement for the Feng Miao Wind Farm with Feng Miao Offshore Wind Power Co., Ltd., and a 15-year Service Operation Vessel Charter Party Agreement with Formosa 4 Co., Ltd. With the establishment of these contracts, the Company is capable of effectively build and deploy its operational teams, stabilize development over the next 5 to 10 years, strengthen economies of scale, and establish competitive advantages.
Further, the Company have also obtained a ten-year operating right for the submarine cable operation and maintenance zone at Taichung Port Quay No. 2, enabling it to further integrate submarine cable vessel supply, submarine cable construction services, and long-term submarine cable operation and maintenance, thereby establishing comprehensive full-lifecycle solution services.
E. The Favorable and Unfavorable Factors of Development Prospects and Countermeasures
(A) Favorable Factors
(a) The renewable energy industry is an important industry for national development.
As Taiwan is an exporter of high-tech products, it has substantial demand for electricity for production. In addition, as major international upstream companies increasingly require a higher proportion of renewable energy in the supply chain, industries in Taiwan are facing a growing demand for renewable energy.
The International Energy Agency estimates that most of the additional electricity generated between 2022 and 2025 will come from renewable energy, primarily solar and wind power. As governments worldwide place increasing emphasis on renewable energy, the Taiwanese government is also
-115-
promoting energy transition. Offshore wind energy, which has higher power generation capacity, has become one of the key projects in this transition. In recent years, as offshore wind farms have developed rapidly, the Company's services—ranging from pre-construction planning to operation and maintenance support—provide diversified integrated services and are highly involved throughout the lifecycle of offshore wind energy.
(b) The development of green energy is an international trend, and the industry has development potential.
With the rapid development of the global economy, countries around the world have successively consumed resources such as oil and coal. As issues such as rising energy prices, global warming, and climate change intensify, global awareness of energy conservation and carbon reduction has increased, driving the rise of renewable energy. Renewable energy can generate continuous and inexhaustible energy through natural ecological cycles (such as wind, solar, and geothermal energy). The development of renewable energy not only requires support from government policies and regulations, but also depends heavily on natural conditions. During winter, the Taiwan Strait is affected by the northeast monsoon, making it an excellent wind resource area in Taiwan, providing opportunities for Taiwan to achieve energy independence and develop the offshore wind industry.
(c) Accumulated marine construction technical capabilities and track record over many years
The Company began with the offshore wind power market, establishing and gradually expanding its offshore equipment and team scale, actively cultivating professional marine construction personnel, and building a complete and experienced marine construction team. It has accumulated the largest number and scale of offshore wind project track records in Taiwan and is highly familiar with the operation and market demand of the offshore wind industry. Its service quality has earned the trust and recognition of clients and established a strong reputation, enabling the Company to successfully expand into other marine construction sectors.
(d) Competitive scale
As the Company began early deployment in 2021 in the procurement and operation of large-scale marine construction vessels, its fleet scale has now become an important presence in the Asia-Pacific market. This early investment in vessels has provided the Company with a strong competitive advantage.
-116-
(B) Unfavorable Factors
(1) Policy Risk
In response to the Taiwanese government’s promotion of energy transition, offshore wind energy has become one of the key focus areas. As a result, offshore wind farm development has accelerated in recent years, and the implementation of localization policies has further promoted the participation of local enterprises. The Company is able to provide offshore wind developers with comprehensive integrated services ranging from pre-construction planning to operation and maintenance support. The implementation of the aforementioned policies has effectively contributed to the Company’s business. As a result, the Company’s current primary source of revenue is from Taiwan, creating a risk of business concentration in a single region and industry.
Response Measures:
In addition to its existing offshore wind construction activities in Taiwan and its expansion into other industries, the Company is also actively pursuing overseas cooperation and entering international markets. Through cross-sector operations, it is adjusting its revenue structure and increasing long-term operation and maintenance income. In January 2025, the Company signed a contract with DeepOcean, a Norwegian marine service contractor. The contract includes a charter agreement for the Company’s largest flex pipe/submarine cable installation vessel, Orient Adventurer. The charter period runs from early 2026 to the end of 2028, with an additional extension option of up to three years.
(2) Substantial Capital Expenditures
Marine construction requires the use of specialized equipment and vessels for project execution and involves maritime expertise and time sensitivity. The vessels and related equipment must also take into account factors such as basic navigation specifications, cost, economic efficiency, operation and maintenance efficiency, and environmental safety. Compared to vessels used in general shipping, these are more specialized. As a result, significant capital expenditure is required for related vessel and equipment, which is a characteristic and norm of the industry and also creates high barriers to entry.
Response Measures:
When undertaking various projects or providing one-stop integrated services, the Company adheres to the principle of maximizing market opportunities. It collaborates with other supporting suppliers to jointly discuss how to achieve the most efficient use of resources, reduce capital expenditure, and maximize
-117-
output. The Company also adopts a conservative and prudent approach. Before making relevant capital expenditures, it will undertake thorough evaluations on factors such as expected returns and market development potential, and proceeds with capital expenditure only after obtaining approval from the appropriate responsible units.
4.2.2 Important Uses and Production Processes of Main Products
A. Primary Applications of Major Products
| Major Products (Services) | Applications |
|---|---|
| Vessel Chartering Revenue | The Company primarily provides a diverse fleet of vessels for offshore wind industry. These vessels support offshore wind farm developers during the survey, construction and O&M phases to meet various maritime construction requirements. |
| Revenue from Contracts with Customers | The Company provides nearshore and offshore construction, subsea cable installation, and project management services to wind farm developers or EPC contractors. |
B. Production Process of Major Products
As the Company is not in the manufacturing industry, the service workflow is described as follows: Vessel Chartering and Service Contracts: The Company provides vessels, crew members, and construction & management teams. The specific scope of services is tailored to meet individual customer requirements.
4.2.3 Supply status of main raw materials
| Main raw materials | Major Suppliers | Supply status |
|---|---|---|
| Vessel Chartering and Related Services | Company B2 | |
| Company BO | ||
| Company H | Good |
4.2.4 List of main procurement/sales clients
C. The name of suppliers that accounted for more than 10% of the total purchase amount in any of the most recent two years, its purchase amount and proportion, and the reason for its increase or decrease
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage of annual net purchases (%) | Relationship with the issuer | Name | Amount | Percentage of annual net purchases (%) | Relationship with the issuer | |
| 1 | Company H | 1,820,564 | 43.70 | None | Company B2 | 1,317,654 | 19.07 | None |
| 2 | — | — | — | — | Company BO | 846,379 | 12.25 | None |
| 3 | — | — | — | — | Company H | 733,851 | 10.62 | None |
| Others | 2,345,849 | 56.30 | — | Others | 4,010,252 | 58.05 | — | |
| Total | 4,166,413 | 100.00 | — | Total | 6,908,136 | 100.00 | — |
Explanation of fluctuations:
The increase in purchase amount is attributed to the growth of vessel chartering business and the continuous rise in supplier costs.
B. The name of clients that accounted for more than 10% of the total sale amount in any of the most recent two years, its sale amount and proportion, and the reason for its increase or decrease
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage of annual net sales (%) | Relationship with the issuer | Name | Amount | Percentage of annual net sales (%) | Relationship with the issuer | |
| 1 | Company A | 3,466,625 | 50.84 | None | Company O | 2,787,688 | 26.65 | None |
| 2 | Company O | 1,102,680 | 16.17 | None | Company G | 2,660,120 | 25.43 | None |
| 3 | Company G | 816,908 | 11.98 | None | Company C | 1,678,746 | 16.05 | None |
| Others | 1,432,144 | 21.01 | — | Others | 3,334,274 | 31.87 | — | |
| Total | 6,818,357 | 100.00 | — | Total | 10,460,828 | 100.00 | — |
Explanation of fluctuations:
Revenue from sales varies depending on the construction progress of offshore wind farms and the specific service scopes, which lead to different requirements for vessel chartering and maritime construction.
4.3 Employee Information for the past two years and as of the Publication of the Annual Report
Unit: person; %
| Year
Item | | 2024 | 2025 | As of March 31, 2026 |
| --- | --- | --- | --- | --- |
| Number of
employees | Manager | 11 | 19 | 23 |
| | Ordinary Staff | 211 | 242 | 230 |
| Average age | | 35 | 35 | 36 |
| Average length of service | | 1.73 | 2.25 | 2.42 |
| Education
background
distribution
ratio (%) | Doctor | 0 | 0 | 0 |
| | Master | 19 | 28 | 29 |
| | College | 162 | 199 | 191 |
| | Senior high | 38 | 32 | 31 |
| | Under senior
high | 3 | 2 | 2 |
4.4 Environmental Protection Expenditure Information
In the most recent year and up to the printed date of this annual report, the losses suffered due to environmental pollution (including compensation and environmental protection audit results being in violation of environmental protection laws and regulations; and the date of punishment, the name of the punishment, the of laws and regulations violated, the content of
laws and regulations violated, and the content of punishment should be listed), and to disclose the estimated amount and countermeasures that may occur at present and in the future. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be explained: None.
4.5 Labor Relations
4.5.1 Listing the Company’s various employee welfare measures, advanced education, training, retirement systems and their implementation, as well as agreements between the Company and employees, various employee rights and protection measures
A. Employee Benefits
The Company provides employee benefits in accordance with laws and regulations, including enrollment in labor insurance and national health insurance and the appropriation of pension contributions, and regularly reviews and updates relevant management measures. Employees are entitled to benefits such as bonuses for three major festivals, group insurance, subsidies for weddings, funerals, and celebrations, holiday allowances, and departmental gatherings. The Company also ensures that employees may exercise various leave and vacation rights in accordance with labor laws and regulations. The Company regards employees as important assets and has stipulated employee remuneration measures in its Articles of Incorporation, linking employee remuneration with the Company’s operating performance to create the greatest benefit for both shareholders and employees, with the aim of attracting and retaining outstanding talent.
B. Employee Training and the Implementation
a. New employee training: On the first day of employment, training courses are provided covering company introduction, organizational history, work rules, employee benefits, occupational safety and health education, and environmental orientation, enabling new employees to gain a basic understanding of the Company.
b. On-the-job training: Cultivates employees’ professional skills, knowledge, and management capabilities in their work.
c. Professional competency training: Personnel are assigned to attend professional training at relevant training institutions according to departmental needs.
C. Retirement System and its Implementation
In accordance with the Labor Pension Act, the Company contributes 6% of each employee’s monthly salary to the individual labor pension account established with the Bureau of Labor Insurance.
An employee may apply for retirement under any of the following circumstances:
a. Having worked for more than 15 years and reaching the age of 55.
-120-
b. Having worked for more than 25 years.
c. Having worked for more than 10 years and reaching the age of 60.
D. Labor-Management Communication Mechanisms
The Company has established work rules in accordance with laws and regulations. In addition to clearly specifying various labor conditions and protecting employee rights, it has established labor-management meetings, an Employee Welfare Committee, and other mechanisms in accordance with legal requirements. Employees may communicate their opinions through verbal, written, email, or other channels to obtain fair and reasonable handling, thereby maintaining harmonious labor-management relations.
4.5.2 Listing the losses suffered due to labor disputes in the most recent years and up to the printed date of this annual report (including violations of LSA found during labor inspections and the date, penalty number, the legal provisions violated, the content of the said violation and the penalty content shall be listed), and to disclose the estimated amount and countermeasures that may occur at present and in the future. If it cannot be reasonably estimated, it should explain the fact that it cannot be reasonably estimated: None.
4.6 Cyber Security Management
4.6.1 Describing the information security risk management framework, information security policies, specific management plans, and resources invested in information security management:
A. Information security risk management framework
In accordance with the Information Security Control Guidelines for TWSE/TPEx Listed Companies and related standards, the Company has established a comprehensive information security risk management system, covering all stages of risk identification, analysis, assessment, and response. Through a regular reassessment mechanism, response strategies are dynamically adjusted to enhance resilience. At the governance level, top management is responsible for information security policy formulation and resource allocation, while the dedicated information security unit is responsible for policy implementation and technical execution. All employees perform operations in accordance with internal regulations, forming a governance structure that is horizontally integrated and vertically aligned. The status of information security management is reported to the Board of Directors on a regular annual basis. In response to potential risks, the Company also regularly conducts vulnerability scanning and penetration testing, and has established comprehensive information security incident reporting and response procedures to ensure timely awareness and effective control of potential risks.
-121-
B. Information security policies
The Company’s information security policy is centered on safeguarding the confidentiality, integrity, and availability of information, while aligning with domestic and international regulations as well as industry requirements, covering personal data protection, business continuity, and corporate sustainability.
In terms of governance, a hierarchical and role-based access control mechanism is implemented, whereby access rights are assigned based on job responsibilities and regularly reviewed and adjusted to ensure compliance with regulatory and practical requirements.
With respect to data management, measures such as data backup, encryption, and off-site storage are enforced to ensure uninterrupted operations.
Regarding supply chain management, contractual provisions and audit mechanisms are adopted to strengthen information security responsibilities and service quality of both internal and external service providers.
C. Specific management plans
The Company has fully implemented various information asset management and control measures to reduce operational and information security risks. Specific measures are as follows:
a. Network resource security management: Establishment of multi-layered protection mechanisms, including firewalls, intrusion detection/prevention systems, and network isolation strategies, effectively preventing unauthorized access.
b. Hardware resource security management: Identification and inventory of information assets, and implementation of equipment usage authorization and access control.
c. Licensed software resource security management: Strengthening compliance management of software resources and conducting regular inventory checks to avoid risks associated with unauthorized software.
d. Information security education and training: Planning and conducting training programs to enhance information security awareness and response capabilities.
e. Data security control: Implementation of classification and grading management, combined with access control, backup, and offsite backup mechanisms, to ensure data is controllable and recoverable.
f. Outsourced data security: Establishment of information security requirements for outsourced vendors and implementation of regular audits to control risks in data processing and delivery.
-122-
g. Data center security control: Strengthening access control, monitoring, and personnel identification management in data centers, and implementing environmental monitoring and disaster prevention measures.
h. Information security incident reporting and recovery: Establishment of a comprehensive incident reporting process, response plans, and classification of response levels. In the event of an information security incident, the information unit must investigate the incident, assess the scope of impact, take appropriate actions, record the incident, and submit improvement reports. The Company also conducts regular disaster recovery drills to ensure rapid response and business continuity in the event of abnormalities.
D. Investment of Resources in Information Security Management
The Company continues to invest resources in information security management, including the establishment of a dedicated information security unit (comprising one information security supervisor and at least two information security personnel) responsible for risk assessment and daily monitoring. Through regular access reviews and training, it enhances information security awareness among all employees. On the technical side, the Company has introduced information systems and other tools and continues to advance system detection and emerging technologies such as zero trust architecture to strengthen cloud protection and operational stability.
Through a comprehensive information security risk management framework, clear information security policies, concrete and actionable management measures, and continuous resource investment, the Company is able to effectively enhance its information security protection capabilities, reduce information risks, and ensure sustainable business operations.
4.6.2 Losses, potential impact, and countermeasures as a result of material incidents that occurred in cybersecurity from the most recent year up to the printing of annual report for publication should be provided with explanations where losses cannot be reasonably estimated: None.
4.7 Important Contracts
Up to the annual report publication date, the supply and marketing, technical cooperation, construction, long-term loan, and other material contracts that may affect shareholders' equity, which are still valid or have expired in the most recent year, are listed as follows:
| Contract Nature | Parties | Contract Start and End Dates | Main Contents | Restriction Clauses |
|---|---|---|---|---|
| Bank Loan | Yuanta Commercial Bank | 2021.12.30 ~ 2027.06.30 | Ship Mortgage Loan | Terms and conditions are prohibited from disclosing to any |
| Bank Loan | Yuanta Commercial Bank | 2025.01.02 ~ 2028.01.01 | Medium- and Long-term Loans |
| Contract Nature | Parties | Contract Start and End Dates | Main Contents | Restriction Clauses |
|---|---|---|---|---|
| Bank Loan | CTBC Bank | 2024.04.08 ~ 2027.10.08 | Medium- and Long-term Loans | third party. (Confidentiality clause) |
| Bank Loan | Bank SinoPac | 2022.12.30 至 2029.12.30 | Ship Mortgage Loan | |
| Bank Loan | Bank SinoPac | 2025.03.13 ~ 2030.03.13 | Ship Mortgage Loan | |
| Syndicated Loan | Taipei Fubon Commercial Bank and Bank SinoPac | 2026.03.31 ~ 2031.03.31 | Ship Mortgage Loan | |
| Syndicated Loan | Yuanta Commercial Bank and Taiwan Shin Kong Commercial Bank | From the first drawdown date to the maturity date. | To strengthen working capital | |
| Construction Contract | Foxwell Energy Corporation Ltd. | December 6, 2021 to the end of the warranty period. | Turnkey Contract for Nearshore Cable Laying (HDD and TJB) and Installation Vessel Supply | |
| Vessel Chartering | Company Y | 2021.08.20 ~ 2026.08.19 | Vessel Chartering | |
| Vessel Chartering | Company B | 2022.04.01 ~ 2027.03.31 | Vessel Chartering | |
| Vessel Chartering | Company N | 2026.06.20 ~ 2029.12.31 | Vessel Chartering | |
| Vessel Chartering | DeepOcean AS | 2026.02.01 ~ 2028.12.31 | Vessel Chartering | |
| Vessel Chartering | VESTAS TAIWAN LIMITED | 2026.10.01 ~ 2038.09.30 | Vessel Chartering | |
| Vessel Chartering | Fengmiao Wind Power Co., Ltd. | 2027.05.01 ~ 2032.04.30 | Vessel Chartering | |
| Vessel Chartering | Formosa 4 Wind Power Co., Ltd. | 2027.07.01 ~ 2042.06.30 | Vessel Chartering | |
| Lease Agreement | Taiwan International Ports Corporation, Ltd. Taichung Port Branch | 2023.11.06 ~ 2033.11.05 | Investment, Construction, and Leasing Operation of the Backland of Taichung Port Wharf No. 2 | |
| Construction Contract | Network Technology Group, Chunghwa Telecom Co., Ltd. | November 23, 2023 to the end of the warranty period. | Taiwan–Penghu–Kinmen–Matsu Fourth Submarine Cable Construction Project | None |
| Shipbuilding Contract | Vard Singapore Pte. Ltd. | May 10, 2024 to the end of the warranty period. | Shipbuilding Contract CSOV | Terms and conditions are prohibited from disclosing to any third party. (Confidentiality clause) |
| Shipbuilding Contract | Vard Singapore Pte. Ltd. | May 10, 2024 to the end of the warranty period. | Shipbuilding Contract CSOV | |
| Shipbuilding Contract | Vard Group AS | April 3, 2025 to the end of the warranty period. | Shipbuilding Contract CSV |
-124-
-125-
V. Review of Financial Conditions, Financial Performance, and Risk Management
5.1 Financial Position
The main reason and impact of the major changes in assets, liabilities, and equity for the last two years:
| Year
Item | 2024 | 2025 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | Ratio (%) |
| Current assets | 2,715,456 | 4,042,237 | 1,326,781 | 48.86 |
| Property, plant and equipment | 3,916,206 | 4,308,576 | 392,370 | 10.02 |
| Intangible assets | - | - | - | - |
| Other assets | 1,287,774 | 6,815,983 | 5,528,209 | 429.28 |
| Total assets | 7,919,436 | 15,166,796 | 7,247,360 | 91.51 |
| Current liabilities | 1,449,802 | 3,099,946 | 1,650,144 | 113.82 |
| Non-current liabilities | 1,290,675 | 2,237,670 | 946,995 | 73.37 |
| Total liabilities | 2,740,477 | 5,337,616 | 2,597,139 | 94.77 |
| capital – common stock | 1,565,614 | 1,753,614 | 188,000 | 12.01 |
| Capital surplus | 1,127,749 | 4,134,112 | 3,006,363 | 266.58 |
| Retained earnings | 2,485,596 | 3,941,454 | 1,455,858 | 58.57 |
| Non-controlling interest | - | - | - | - |
| Total equity | 5,178,959 | 9,829,180 | 4,650,221 | 89.79 |
| 1. Explanation of the items having major changes:
(1) The increases in current assets, other assets, and total assets were mainly due to the Company’s business growth, which led to increases in accounts receivable and prepaid construction costs. In addition, the expansion of the fleet resulted in advance payments to suppliers for equipment in accordance with contracts.
(2) The increases in current liabilities, non-current liabilities, and total liabilities were mainly due to the Company’s business growth, which led to increases in accounts payable, as well as additional borrowings for fleet expansion.
(3) The increase in capital surplus was due to the issuance of new shares at a premium during the current period.
(4) The increase in retained earnings was due to the increase in profit for the current period.
2. The future countermeasure on the major changes: None. | | | | |
5.2 Financial Performance
5.2.1 The operating revenue, profit margin, the main cause of major changes in profit margin before tax in the last two years:
| Year
Item | 2024 | 2025 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | Ratio (%) |
| Operating Revenue | 6,818,357 | 10,460,828 | 3,642,471 | 53.42 |
| Operating Cost | (5,007,996) | (7,863,562) | (2,855,566) | 57.02 |
| Gross Profit | 1,810,361 | 2,597,266 | 786,905 | 43.47 |
| Operating Expenses | (281,765) | (306,013) | (24,248) | 8.61 |
| Operating Income | 1,528,596 | 2,291,253 | 762,657 | 49.89 |
| Year
Item | 2024 | 2025 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | Ratio (%) |
| Non-operating Income and Expenses | 26,825 | (47,301) | (74,126) | (276.33) |
| Profit Before Income Tax | 1,555,421 | 2,243,952 | 688,531 | 44.27 |
| Income Tax Expenses | (340,332) | (476,972) | (136,640) | 40.15 |
| Net Profit | 1,215,089 | 1,766,980 | 511,891 | 45.42 |
| Other Comprehensive Income | 702 | 2,001 | 1,299 | 185.04 |
| Total Comprehensive Income for the Year | 1,215,791 | 1,768,981 | 553,190 | 45.50 |
| 1. Explanation of the items having major changes: The increase in revenue, costs, expenses, and income tax for the current period was driven by overall operational growth.
2. The future countermeasure on the major changes: None. | | | | |
5.2.2 The expected number of sales of goods and its basis, and the possible impact of the future financial business as well as a countermeasure:
Not applicable, as the Company has not issued financial forecasts. No significant abnormalities have occurred in the Company's operations, hence no countermeasures are necessary.
5.3 Cash Flow
5.3.1 Explanation of the analysis of changes in cash flow in the most recent year:
| Year
Item | 2024 | 2025 | Change in the increase (decrease) | |
| --- | --- | --- | --- | --- |
| | | | Amount | Ratio (%) |
| Net cash flows from operating activities | 1,830,167 | 2,179,380 | 349,213 | 19.08 |
| Net cash flows used in investing activities | (1,344,023) | (5,903,885) | (4,559,862) | 339.27 |
| Net cash flows from financing activities | (191,735) | 3,694,649 | 3,886,384 | (2,026.96) |
| Analysis of Items with Increase or Decrease Over 20%: (1) The net cash inflow from operating activities increased in the current period, primarily due to the growth in operating performance. (2) The net cash outflow from investing activities increased in the current period, mainly due to the acquisition of vessels. (3) The net cash inflow from financing activities increased in the current period, primarily due to cash capital increases and additional borrowings for fleet expansion. | | | | |
5.3.2 Improvement plan for liquidity deficit for the most recent year:
As of the end of 2025, the Company's cash balance amounted to NT$1,690,712 thousand, and there was no insufficiency in cash flow liquidity.
5.3.3 Analysis of cash liquidity in the coming year (2026):
(1) Operating Activities: The scale of operations continues to grow.
(2) Investing Activities: Batch payments for vessels under construction and related equipment are expected over the next year.
(3) Financing Activities: The aforementioned investing activities are expected to be funded through financing and capital-raising activities.
5.4 Effects of Major Capital Expenditure on Financial Business Operations
The Company entered into newbuild vessel shipbuilding contracts in 2024 and 2025 for use in vessel chartering and construction contracting operations. The shipbuilding period is approximately two to three years. In addition to self-owned funds, the purchase of vessels is financed through bank borrowings, which are expected to be medium to long-term loans. The related interest expenses have not had a material impact on the Company's financial operations.
5.5 Investment Policy of the past year, Profit/Loss Analysis, Improvement Plan and Investment Plan for the coming year
5.5.1 Reinvestment plan
The Company's investment policy is based on considerations of sustainable operations and business growth. In accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" prescribed by the competent authority, the Company has established the "Procedures for Acquisition or Disposal of Assets" as the basis for its investments in other enterprises, in order to monitor the related business and financial conditions. In addition, to strengthen supervision and management of its investee companies, the Company has established control measures for subsidiaries within its internal control system.
5.5.2 Main Reasons for Profit or Loss of Investees in the Most Recent Year and Improvement Plans
| Investees | Principal Business Activities | Recognized Investment Income (Loss) in 2025 | Main Reasons for Profit or Loss | Improvement Plans |
|---|---|---|---|---|
| DONG FANG OFFSHORE SOLUTIONS PTE. LTD. | Port, Shipping, and Maritime-Related Consultancy Services | N/A | The subsidiary was established in January 2026. |
5.5.3 The investment plan for the coming year
The Company will, based on its operational development needs, integrate vessel services through professional management, promote investment plans with consideration of risk control, and execute such plans in accordance with its internal control system and relevant laws and regulations. Relevant disclosures will be made in accordance with laws and regulations as investment progress advances.
5.6 Risk Matters
5.6.1 The impact of interest rates, changes in exchange rates, and inflation on the Company's profit or loss and its future countermeasure
A. Impact of Interest Rate Changes
The Company's interest income for 2024 and 2025 amounted to NT$35,231 thousand and NT$55,729 thousand, respectively, accounting for 0.52% and 0.53% of net operating revenue. Interest expenses for 2024 and 2025 amounted to NT$39,498 thousand and NT$50,101 thousand, respectively, accounting for 0.58% and 0.48% of net operating revenue. These were mainly due to the Company's continued expansion of its fleet, which requires substantial capital investment, and the use of bank financing to build a comprehensive marine construction team.
In addition to closely monitoring interest rate changes and maintaining good relationships with financial institutions to obtain more favorable interest rate conditions, the Company's financing needs have decreased with capital investment and stable cash flows. Therefore, fluctuations in interest rates have a limited impact on the Company's profit and loss.
B. Impact of Exchange Rate Changes
The Company's operations are primarily domestic; however, certain construction contracts, service contracts, leasing, and equipment purchase and sale transactions are denominated in foreign currencies such as U.S. dollars and euros. The Company's foreign exchange gains (losses) for 2024 and 2025 were NT$29,866 thousand and NT$(77,218) thousand, respectively, mainly affected by fluctuations in exchange rates of the U.S. dollar and euro. For 2024 and 2025, a 1% fluctuation in the USD to NT$ exchange rate would impact profit and loss by approximately NT$2,352 thousand and NT$2,076 thousand, respectively; and a 1% fluctuation in the EUR to NT$ exchange rate would impact profit and loss by approximately NT$7,856 thousand and NT$1,032 thousand, respectively. To mitigate the potential impact of exchange rate fluctuations on the Company's profitability, the Company has adopted the following measures to reduce such risks:
- (A) The Company's finance department continuously monitors and collects information on foreign exchange market movements, fully grasping international exchange rate trends and changes as a reference for major capital expenditures.
- (B) Maintaining close communication with the foreign exchange departments of various banks, and adjusting foreign currency deposit positions in a timely manner based on exchange rate fluctuations to actively respond to their impact on operations.
-129-
(C) When necessary, appropriately adopting hedging instruments in accordance with the Company’s “Procedures for Acquisition or Disposal of Assets,” and implementing suitable hedging measures and engaging in financial instruments after approval by the relevant authority units.
C. Impact of Inflation
In the most recent year and up to the date of printing of the annual report, there have been no material impacts on the Company’s financial or business operations due to inflation. The Company closely monitors global political and economic developments and market price trends, and adjusts its procurement and sales strategies in a timely manner to mitigate the impact of inflation on its operating profitability. Going forward, the Company will continue to closely monitor changes in price indices and global inflation conditions, and will take appropriate measures in a timely manner to alleviate the pressure of inflation on the Company.
5.6.2 Policies for engaging in high-risk, high-leverage investments, lending funds to others, endorsement and providing guarantees, and derivatives transactions, and the main reasons for the profits or losses as well as the future countermeasures
The Company’s financial policy is based on prudence and conservatism. In the most recent year and up to the date of printing of the annual report, the Company has not engaged in high-risk or highly leveraged investments, endorsements and guarantees, or derivative transactions.
The Company has established management procedures for lending funds to others, endorsements and guarantees, and the acquisition or disposal of assets, which serve as the basis for compliance in conducting related business.
5.6.3 Future Research and Development Plans and Estimated Expenses
The Company is principally engaged in marine construction vessel chartering, nearshore and offshore construction works for offshore wind farms, various types of submarine cable construction, and marine construction project management. As its business involves professional technical services and does not involve research and development, this is not applicable.
5.6.4 The impact of domestic and foreign major policies and legal changes on the Company’s finance and business and countermeasures
The Company conducts its daily operations in compliance with relevant domestic and international laws and regulations, and continuously monitors policy developments and regulatory changes both domestically and internationally, fully grasping changes in the market environment and taking appropriate response measures in a timely manner. In the most recent year and up to the date of printing of the annual report, there have been no impacts on the Company’s financial or business operations due to significant domestic or international policy or legal changes.
-130-
5.6.5 The impact of technological changes (including information security risks) and industrial changes on the Company's finance and business and countermeasures
Technological and Industry Changes
Information Security Risk
All of the Company's information security management regulations comply with relevant government laws and regulations. The Company has established a dedicated information unit responsible for coordinating and implementing information security policies, promoting information security awareness, enhancing employees' awareness of information security, and collecting and improving the organization's information security management system. Information security policies are reviewed annually to ensure the feasibility and effectiveness of the management system, maintain operations, and ensure the ability to provide appropriate services. In the most recent year and up to the date of printing of the annual report, there have been no material impacts on the Company's financial or business operations due to changes in information security.
5.6.6 The impact of corporate image change on corporate crisis management and countermeasures
Since its establishment, the Company has adhered to the principles of professionalism and integrity in its operations, complied with relevant laws and regulations, actively strengthened internal management, improved management quality and performance, maintained harmonious labor-management relations, upheld a positive corporate image, and enhanced customer trust. As of the date of printing of the annual report, there have been no operational crises arising from changes in corporate image. However, as corporate crises may cause significant damage to the enterprise, the Company continues to implement various corporate governance requirements to reduce the occurrence of risks and their impact on the Company.
5.6.7 Expected benefits, possible risks and countermeasures of mergers and acquisitions
In the most recent year and up to the date of printing of the annual report, the Company has not conducted any mergers or acquisitions. If any merger or acquisition plans arise in the future, they will be carried out in accordance with the Company's "Procedures for
-131-
Acquisition or Disposal of Assets” and other relevant regulations and laws, and will be carefully evaluated to determine whether such transactions can generate tangible synergies, in order to safeguard the interests of the Company and its shareholders.
5.6.8 Expected benefits, possible risks and countermeasures of plant expansion
As of the most recent year and up to the date of publication of this annual report, the Company has no plans for plant expansion.
5.6.9 Risks and countermeasures faced by the concentration of purchase or sales
A. Concentration Risk of Procurement
The Company’s business consists of offshore wind industry and marine construction-related services, which are related to project characteristics, work schedules, and site climate conditions, and these are inherent characteristics of the marine construction industry. The Company also procures subcontracted services and materials and spare parts from various suppliers to meet the needs of different customers and projects. The concentration of such procurement remains within a reasonable range, and there is no over-reliance on any single supplier.
Due to the aforementioned characteristics, in 2024 and 2025, purchases from Company H accounted for 43.7% and 10.62% of total net purchases, respectively.
B. Customer Concentration Risk
The Company’s major customers are offshore wind developers or marine construction EPCI contractors. Cooperation is primarily conducted on a project basis through contracting or the chartering of vessels and equipment. Due to industry characteristics and the impact of contract periods, sales concentration is relatively high, and individual projects are large in scale, with construction progress also concentrated within specific construction schedules.
Due to the aforementioned characteristics, in 2024, sales to Customer A, Customer O, and Customer G accounted for 50.84%, 16.17%, and 11.98% of total net sales, respectively. In 2025, sales to Customer O and Customer G accounted for 26.65% and 25.43% of total net sales, respectively. This is because the above companies have been the main contractors for various offshore wind farm projects in Taiwan in recent years, and there are no material abnormalities. In response, further to maintaining good cooperative relationships with existing customers, the Company continues to develop new customers, including those in marine construction industries outside offshore wind energy (such as Chunghwa Telecom submarine cable projects), as well as expanding into overseas offshore wind industry and offshore marine construction markets.
5.6.10 Effect upon and risk on 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 countermeasures.
-132-
In the most recent year and up to the date of publication of this annual report, none of the Company’s directors, supervisors, or major shareholders holding more than 10% of shares have caused any material impact on the Company’s operations due to substantial share transfers or changes in shareholding.
5.6.11 The impact, risks, and countermeasures of the change of control over the Company:
In the most recent years and up to the date of publication of this annual report, the Company has not experienced any change in control.
5.6.12 Litigious and non-litigious matters. The Company, Company’s directors, supervisors, President, the actual person in charge, major shareholders holding more than 10% of the shares, and affiliated companies shall disclose the facts of the major litigation, non-litigation or administrative disputes that have been decided or are pending, the results of which may have a significant impact on shareholders’ rights or securities prices. The target amount, the start date of the lawsuit, the main parties involved in the lawsuit and the processing situation as of the printed date of this annual report shall be disclosed: None.
5.6.13 Other important risks and countermeasures: None.
5.7 Other Necessary Supplements: None.
-133-
VI. Special Disclosures
6.1 Affiliates Information
The information has been reported in accordance with regulations and may be inquired on MOPS > Single company > Electronic file download > Three reports of the affiliated company(https://mopsov.twse.com.tw/mops/web/t57sb01_q10)
6.2 Issuance of Private Placement Securities
None.
6.3 Other Necessary Supplements
None.
6.4 Disclosures of Events Which May Have Significant Influence on Stockholders’ Equity or Share Price, in Compliance with Item 3, Paragraph 2 in Article 36 if the Securities and Exchange Law of the R.O.C
-134-
DONG FANG OFFSHORE CO., LTD.
Chairman: Chen, Po-Lin