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EVERLIGHT — Annual Report 2025
May 21, 2026
52052_rns_2026-05-21_c442d7cf-a833-4c4d-8a9c-77570aedd025.pdf
Annual Report
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EVERLIGHT
Stock Code : 2393
Everlight Electronics Co., Ltd.
2025 Annual Report
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
Printed on May 21, 2026
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Corporation Information
-
Spokesperson & Deputy Spokesperson
Spokesperson
Name: Michelle Hsu
Title: Special Assistant to the General Manage
TEL: +886-2-2685-6688
Email: [email protected]
Deputy Spokesperson
Name: Stefanie Chen
Title: Vice President
TEL: +886-2-2685-6688
Email: [email protected] -
Headquarters, Branches and Plant
Corporate Headquarters
No.6-8, Chung-Hua Rd., Shu-Ling District, New Taipei City 23860, Taiwan, R.O.C.
TEL: +886-2-2685-6688
Branch
No. 35, Guoguang Ln., Yuanli Township, Miaoli County 358, Taiwan (R.O.C.)
TEL: +886-37-740-776 -
Common Share Transfer Agent and Registrar
Company: The Transfer Agency Department of Capital Securities Co., Ltd.
ADD: B2F., No. 97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106, Taiwan (R.O.C.)
Website: www.capital.com.tw
TEL: +886-2-2702-3999 -
Auditors
Company: KPMG
Auditors: Hsin, Yu-Ting & Kuo, Kuan-Ying
ADD: 68F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 110, Taiwan (R.O.C.)
Website: www.kpmg.com.tw
TEL: +886-2-8101-6666 -
Overseas Securities Exchange: N/A
-
Corporate Website
Website: http://www.everlight.com
Contents
I. Letter to hareholders ... 1
II. Corporate Governance Report ... 4
1. Information on the company's directors, general manager, assistant general managers, deputy assistant general managers of all the company's divisions and branch units ... 4
2. Remuneration paid to directors, the general manager, and assistant general managers ... 14
3. The state of the company's implementation of corporate governance ... 20
4. Information on CPA professional fees ... 109
5. Information on replacement of certified public accountant ... 109
6. Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm ... 110
7. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ... 111
8. Relationship information, if among the company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another ... 112
9. The total number of shares and total equity stake held in any single enterprise by the company, its directors and managers, and any companies controlled either directly or indirectly by the company ... 113
III. Information on capital raising activities ... 114
1. Capital and shares ... 114
2. Issuance of corporate bonds ... 118
3. The section on preferred shares shall ... 118
4. The section on global depository receipts ... 118
5. The section on employee share subscription warrants ... 118
6. The section on new restricted employee shares ... 118
7. The section on issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies ... 118
8. The section on implementation of the company's capital allocation plans ... 118
IV. Overview of operations ... 119
1. Description of the business ... 119
2. Analysis of the market as well as the production and marketing situation ... 135
3. Employees information ... 141
4. Disbursements for environmental protection ... 141
5. Labor relations ... 145
6. Information security management report ... 153
7. Important contracts ... 164
V. Review and analysis of the company's financial position and financial performance, and a listing of risks ... 165
1. Financial position ... 165
2. Financial performance ... 166
3. Cash flow ... 166
4. The effect upon financial operations of any major capital expenditures during the most recent fiscal year ... 167
5. The Company's reinvestment policy for the most recent fiscal year ... 167
6. The section on risks ... 169
7. Other important matters ... 177
VI. Special Disclosure 178
- Information related to the company's affiliates 178
- The status of private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report 178
- Other matters that require additional description 178
- Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed one by one 178
I. Letter to Shareholders
To Shareholders Report
Ladies and Gentlemen Shareholders,
- Preface
In 2025, following the inauguration of President Donald Trump in the United States, global political and economic uncertainties continued to increase. In particular, punitive tariff policies disrupted the existing global trade order and accelerated the restructuring of global supply chains. In addition, the Middle East geopolitical tensions arising from the Israel–Hamas conflict continued to escalate and have gradually developed into a confrontation between the supporting forces behind the two sides, namely the United States and Iran. Such developments further affected global energy transportation, resulting in sharp increases in oil and natural gas prices and, in turn, raising inflation expectations. Amid such uncertainties in the international political and economic environment, Taiwan benefited from growing demand for high-end chips driven by artificial intelligence (AI), which boosted exports and led to significant GDP growth.
Although Everlight did not directly benefit from the rise of AI servers, the Company maintained stable operating performance. In 2025, consolidated revenue amounted to NT$19.64 billion, representing a slight decrease of 6.4% as compared with the previous year. Benefiting from continued product mix optimization and effective cost control, gross margin increased by nearly 1 percentage point to 31%. As a result, operating income for 2025 increased slightly from the previous year to NT$2.46 billion. However, unlike 2024, when non-operating income made a positive contribution, non-operating income in 2025 declined significantly due to exchange rate fluctuations. Accordingly, net income attributable to owners of the parent amounted to NT$2.04 billion, representing a decrease of 31% from the previous year, and basic earnings per share (EPS) were NT$4.60.
The Board of Directors has approved the distribution of a cash dividend of NT$4.14 per share and a cash distribution from capital surplus of NT$0.36 per share, for a total cash distribution of NT$4.50 per share.
- New technique and applications
Invisible light and automotive applications will remain Everlight’s key areas of development in 2026. As AI continues to generate new business opportunities, the demand for reducing labor costs in the manufacturing sector has long existed. Today, however, industrial automation can be integrated with AI to further advance smart manufacturing, thereby increasing demand for robotic arms, collaborative robots, and humanoid robots. In turn, new application opportunities have emerged for Everlight’s sensing
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components and photocouplers in detection and control modules used in manufacturing environments, creating new growth momentum.
In addition, a number of manufacturers have recently launched smart glasses products, also riding the wave of the AI trend and further expanding the market's imagination for wearable devices. Various market research institutions have forecast multiple-fold growth in smart glasses shipments, and the Company also expects demand for the sensing components used in smart glasses to grow accordingly. Everlight has long cooperated with leading manufacturers in the invisible light component market and has established a solid foundation in this field. Looking ahead, the Company will continue to enhance its research and development efforts in response to market trends and customer needs in order to further expand market presence.
As for the automotive market, although global vehicle sales recorded only slight growth over the past year, and market research institutions generally forecast only marginal growth or flat performance for this year, Everlight's market share in automotive products remains relatively low. Accordingly, the Company will focus on increasing its market share. In the past year, with respect to the headlamp market, which represents the largest share of LED value used in a vehicle, Everlight's newly developed headlamp products have already been adopted by customers, and the Company will continue to promote such products to expand market penetration. In the areas of interior lighting and backlight modules for automotive displays, Everlight's products, including Smart LED ambient lighting and Mini LED backlight modules, have also gained customer recognition. Going forward, the Company will continue to seek broader customer recognition of the quality and pricing of Everlight's automotive products in order to further expand the market.
3. Summary of 2026 business plan
Looking ahead to 2026, the international landscape remains unsettled, and geopolitical risks have affected not only countries surrounding the Middle East, but have also driven crude oil prices to remain at elevated levels, as oil transportation routes have effectively become bargaining chips in geopolitical negotiations. In addition, damage to infrastructure in oil-producing countries caused by the conflicts suggests that the period of high oil prices is unlikely to end in the short term. As a result, inflation expectations, which had previously come under control, may rise again. Meanwhile, AI tools capable of significantly enhancing productivity have also become a major justification for large-scale workforce reductions by enterprises, thereby increasing the likelihood of stagflation. Accordingly, the global economy in 2026 is expected to become increasingly difficult to predict under the influence of geopolitical factors.
With respect to the LED industry, following the restoration of supply-demand balance, prices have become relatively stable, while product demand and application areas continue to post modest annual growth. On the other hand, the sharp rise in the prices of raw metals that began last year, with gold, copper, tin and other metals all increasing in price, has added to cost pressures. In response to changes in market
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trends, Everlight will leverage its accumulated research and development capabilities and manufacturing quality to secure customer support, develop new markets, and expand market share. In addition, cost management has always been one of Everlight’s core competitive strengths. The Company will continue to optimize internal processes with the aim of creating greater value for shareholders amid the current volatility in the global political and economic environment.
We sincerely thank all our shareholders for their long-term support and recognition. The Everlight management team will continue to work diligently to create greater value for our shareholders.
And, I wish our shareholders good health and all going well with you.
Chairman of BOD, Yin-Fu Yeh
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II. Corporate Governance Report
- Information on the company's directors, general manager, assistant general managers, deputy assistant general managers of all the company's divisions and branch units
(1) Information about directors
| Title | Nationality or Place of Registration | Name | Gender /Age | Date Elected | Term (Year) | Date First Elected | Shareholding When Elected | Current Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Experience & Education | Current Positions at Everlight and Other Companies | Managers, directors or supervisors who are spouses or relatives within the second degree of kinship | Remark | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | ||||||||||
| Chairman | R.O.C. | Yin-Fu Yeh | Male Above 70 | 2024.06 | 3 | 1983.6 | 16,168,553 | 3.65 | 14,168,553 | 3.20 | 651,333 | 0.15 | 0 | 0.00 | National Taipei University of Technology Department of Electronic Engineering | Note 3 | Director | Ting-Wei Yeh | Son | Note 2 |
| Director | R.O.C. | Bo-Wen Zhou | Male Above 70 | 2024.06 | 3 | 1983.6 | 9,600,000 | 2.17 | 9,100,000 | 2.05 | 6,480,000 | 1.46 | 0 | 0.00 | Department of Information Engineering of Chien Hsin University of Science and Technology Everlight Electronics Co., Ltd. Vice President | Note 3 | - | - | - | |
| Director | R.O.C. | Ting-Wei Yeh | Male 30-50 | 2024.06 | 3 | 2012.6 | 500,000 | 0.11 | 500,000 | 0.11 | 0 | 0 | 0 | 0 | Ph. D of Material Science of University of Southern California Sales VP of ELA President of Everlight Electronics director, Sr. Director | Note 3 | Chairman | Yin-Fu Yeh | Father | |
| Director | R.O.C. | Bang-Yan Liu | Male 50-70 | 2024.06 | 3 | 2003.6 | 112,884 | 0.03 | 221,884 | 0.05 | 0 | 0.00 | 0 | 0.00 | Hsieh Chih Vocational High School Everlight production business unit president | Note 3 | - | - | - | |
| Independent Director | R.O.C. | Jung-Chuen Lin | Male Above 70 | 2024.06 | 3 | 1997.6 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Ph. D of Business Administration of NCCU Dean of College of Management at Shih Chien University Consultant of Taiwan Academy of Banking and Finance | Note 3 | - | - | - |
Apr. 11, 2026 Unit:Share
| Title | Nationality or Place of Registration | Name | Gender /Age | Date Elected | Term (Year) | Date First Elected | Shareholding When Elected | Current Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Experience & Education | Current Positions at Everlight and Other Companies | Managers, directors or supervisors who are spouses or relatives within the second degree of kinship | Remark | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | ||||||||||
| Independent Director | R.O.C. | Chin-Der Ou | Male Above 70 | 2024.06 | 3 | 2024.6 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Ph.D. in Soil Mechanics from Case Western Reserve University Chairman and CEO, Taiwan High Speed Rail Corporation Chairman, Taipei Smart Card Corporation Deputy Mayor of Taipei City Minister, Public Construction Commission, Executive Yuan | Note 3 | - | - | - | |
| Independent Director | R.O.C. | Gou-Chung Chi | Male Above 70 | 2024.06 | 3 | 2024.6 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Ph.D. of Institute of Engineering and Applied Sciences of Yale University Chair Professor of the Department of Photonics of National Chiao Tung University Former National Policy Advisor of the Office of the President, R.O.C. (Taiwan) | Note 3 | - | - | - | |
| Independent Director | R.O.C. | Ya-Hui Lin | Female 30-50 | 2025.06 | 3 | 2025.6 | 1,000 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Associate Professor, Department of Business Management, National Taipei University of Technology Associate Professor, Department of International Business, Ming Chuan University | Note 3 | - | - | - |
Note1: Independent Director Liang-Gee Chen resigned on March 31, 2026.
Note2: Since foundation, Yin-Fu Yeh is the chairman and president. No matter operation or business strategy and all internal affairs, Yin-Fu Yeh takes care of every single thing in personal. As a result, Yin-Fu Yeh is highly mastered in overall industry, operation status, risk management and able to take the adequate action when the Company needs to make major operation strategy. Moreover, only 2 directors out of 8 directors who are also employees in the board. As a result, the resolution of Board of Directors could stay objectivity. The Company already added one more independent director since 2021 to strengthen the independence of Board and fulfill the regulations.
Note3 :
| Name | Current Positions at Everlight and Other Companies |
|---|---|
| Yin-Fu Yeh | Everlight Electronics Chairman & President Extrusion Electronics Co., Ltd. Chairman & president Forever Investment Co., Ltd. Chairman & president Pai Yee Investment Co., Ltd. Chairman & president Evlite Electronics Co., Ltd. Director Everlight Lighting Intelligence Technology Co., Ltd. Chairman Extrusion Electronics (BVI) Director Everlight (BVI) Co., Ltd Director & president Everlight Lighting (China) Chairman Everlight Americas, Inc. Director Everlight Electronics Europe GmbH Director Everlight Optoelectronics Korea Co., Ltd. Chairman Extrusion (HK) Ltd. Director Everlight Japan Corporation Chairman, GM Everlight Intelligence Technology KZ LLP Director Everlight (China) Ltd. Director Everlight (Guazhou) Ltd. Director(Registration Changing) Everlight (Zhongshan) Ltd. Director |
| Bo-Wen Zhou | Everlight Electronics Director |
| Ting-Wei Yeh | Everlight Electronics Director Everlight Optoelectronics Korea Co.,Ltd. Director Everlight Americas, Inc. Director Everlight (China) Ltd. Director Everlight (Guazhou) Ltd. Director Everlight (Zhongshan) Ltd. Director Everlight Electronics India Private Ltd. Director Everlight Japan Corp. Director |
| Bang-Yan Liu | Everlight Electronics Director |
| Jung-Chuen Lin | Everlight Electronics Independent Director China Metal Products Co., Ltd. Independent Director Antec, Inc. Independent Director |
| Chin-Der Ou | Everlight Electronics Independent Director Century Development Corp., Director United Development Corporation, Director Jie-Zheng Property Service & Management Co., Ltd., Director Tong An Asset Director Development & Management, Century Tech. Construction & Management Corp. Director Radium Life Tech. Co., Ltd. Independent Director Elite Advanced Laser Corporation Independent Director Far Eastern Electronic Toll Collection Co., Ltd. Director |
| Gou-Chung Chi | Everlight Electronics Independent Director TaiCrystal International Technologies Co., Ltd., Director Best Epitaxy Co., Ltd., Director |
| Ya-Hui Lin | Associate Professor, Department of Business Management, National Taipei University of Technology |
A. Directors' Professional Qualifications and Independence Analysis:
| Criteria Name | Professional qualifications and experience | Independent status | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Chairman Yin-Fu Yeh | 1. Possesses five or more years of work experience required for the Company's business | ||
| 2. Currently the chairman and president of Everlight Electronics and its subsidiaries. | |||
| 3. Not been a person of any conditions defined in Article 30 of the Company Law | Not Applicable | None | |
| Director Bo-Wen Zhou | 1. More than five years work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company. | ||
| 2. Currently the director of Everlight Electronics, served as VP of the Company | |||
| 3. Not been a person of any conditions defined in Article 30 of the Company Law | None | ||
| Director Bang-Yan Liu | 1. More than five years work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company. | ||
| 2. Currently the director of Everlight Electronics, and served as production business unit president of the Company | |||
| 3. Not been a person of any conditions defined in Article 30 of the Company Law | None | ||
| Director Ting-Wei Yeh | 1. More than five years work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company. | ||
| 2. Currently the director and VP of Everlight Electronics, and responsible for oversea business of the Company | |||
| 3. Not been a person of any conditions defined in Article 30 of the Company Law | None |
| Independent Director Jung-Chuen Lin | 1. More than five years as an Instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college or university
2. More than five years work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company.
3. Currently the independent director and the member of the audit and remuneration committee of the Company.
4. Served as the Deputy Dean of the School of Management of Shi Shi University, Supervisor of Everlight Electronics, Director of Dehwa Construction, Supervisor of King Core Electronics, General Manager of Sanyang Securities, Director and VP of Masterlink Securities, VP of Masterlink Investment Consultant, Supervisor and Executive Secretary of the Chairman of CMP, AVP of Citibank, Taipei Branch.
5. Not been a person of any conditions defined in Article 30 of the Company Law. | 1. Not a shareholder who holds the Company shares, together with those held by the person's spouse, minor children, or held by the person under others' names
2. Not a director, supervisor or employee of the company or any of its affiliates.
3. The spouse or the relative within the second degree of kinship not serve as a director, supervisor or employee of the Company or its affiliates.
4. The person, the spouse and the relative within the second degree of kinship not serve as a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
5. Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Law.
6. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the Same person or are spouses: the person, the spouse, relative within the second degree of kinship not serve as not a | 2 |
| --- | --- | --- | --- |
| Independent Director Chin-Der Ou | 1. More than five years work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company.
2. Currently the independent director and the member of the audit and remuneration committee of the Company.
3. Served as the Director of Century Development Corp., United Development Corp., Jie-Zheng Property Service & Management Co., Ltd., Tong An Asset Co., Ltd., Development & Management, Century Tech. Construction & Management Corp., Far Eastern Electronic Toll Collection Co., Ltd., FETC International Co., Ltd. and the Independent Director of Radium Life Tech. Co., Ltd., Elite Advanced Laser Corp.
4. Not been a person of any conditions defined in Article 30 of the Company Law. | | 2 |
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| Independent Director Gou-Chung Chi | 1. More than five years as an Instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college or university
2. More than five years work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company.
3. Currently the independent director and the member of the audit and remuneration committee of the Company.
4. Served as Chair Professor of the Department of Photonics of National Chiao Tung University and Former National Policy Advisor of the Office of the President, R.O.C. (Taiwan), Director of Sagabio Co., Ltd., TaiCrystal International Technologies Co., Ltd., Best Epitaxy Co., Ltd., and Independent Director of High Power Opto. Inc., Ubright Optronics Corp.,
5. Not been a person of any conditions defined in Article 30 of the Company Law. | director, supervisor, or employee of that other company or institution.
7. Not the spouse or the relative with in the second degree of kinship with other directors.
8. Not a professional individual who provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company and received compensation in the past 2 years.
9. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law | 2 |
| --- | --- | --- | --- |
| Independent Director Ya-Hui Lin | 1. More than five years as an Instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college or university
2. Currently the independent director and the member of the audit and remuneration committee of the Company.
3. Served as Associate Professor of Department of Business Management of National Taipei University of Technology and Associate Professor of Department of International Business, Ming Chuan University.
4. Not been a person of any conditions defined in Article 30 of the Company Law. | | 0 |
Note: According to the Rules Governing Review of Securities Listings as well as the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, the Company has obtained the statement of independence for each independent director and confirms that all of them meet the independence requirements stipulated by laws and regulations.
Note: Independent Director Liang-Gee Chen resigned on March 31, 2026.
B. Board diversity policy (directive) and status of implementation thereof
According to Article 20 of "Corporate Governance Best Practice Principles":
The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
(a) Basic requirements and values: gender, age, nationality, and culture.
(b) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
According to Article 21 of "Corporate Governance Best Practice Principles", the board members should generally possess the knowledge, skills and literacy for performing their duties. In order to achieve the ideal goal of corporate governance, all the board of directors should have the following capabilities:
(a) Judgment of operation.
(b) Abilities of accounting and financial analysis.
(c) Abilities of operation and management.
(d) Crisis handling capabilities.
(e) Industrial knowledge.
(f) Vision of international market.
(g) Leadership.
(h) Decision-making.
(i) Technology and Materials Application Expertise
2025 Diviersity of board members:
| Name | Condition | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gender | Ages | Nationality | Manager Level | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |
| Yin-Fn Yeh | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | V | |
| Jung-Chuen Lin | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | ||
| Liang-Gee Chen | Male | 50-70 | R.O.C. | V | V | V | V | V | V | V | ||
| Chin-Der Ou | Male | Above 70 | R.O.C. | V | V | V | V | V | V | |||
| Gou-Chung Chi | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | ||
| Bo-Wen Zhou | Male | Above 70 | R.O.C. | V | V | V | V | V | V | V | ||
| Bang-Yan Liu | Male | 50-70 | R.O.C. | V | V | V | V | V | V | V | ||
| Ting-Wei Yeh | Male | 30-50 | R.O.C. | V | V | V | V | V | V | V | V | |
| Ya-Hui Lin | Female | 30-50 | R.O.C. | V | V | V | V | V | V | V |
Note: Independent Director Liang-Gee Chen resigned on March 31, 2026.
In 2025, the Company had a total of nine directors, comprising four non-independent directors and five independent directors, all of whom were natural persons. Independent directors accounted for $55.56\%$ of the Board. None of the five independent directors had served for more than three consecutive terms. Among them, three had served for less than three years, one had served for four to six years, and one had served for six to nine years. All five independent directors met the independence requirements. The assessment of independence and professional qualifications was submitted to the Board of Directors on November 13, 2025.
Among the members of the Board, two directors concurrently served as employees of the Company, representing approximately 22.22% of the Board, while the remaining 77.78% were external directors. Three directors possessed professional academic backgrounds, accounting for approximately 33.33% of the Board. In addition, four directors had professional backgrounds in materials applications, science and engineering, while two directors had professional backgrounds in accounting, finance and business administration. All directors and independent directors possess extensive practical experience in industry, crisis management, risk control and corporate management. Through industry-academia collaboration, the Board has achieved significant synergies and fully implemented the objective of board diversity.
The board's diversification is as follows:
(a) In 2025, one female independent director was newly elected, accounting for 11.11% of all directors
(b) Four directors have professional backgrounds in materials applications, science and engineering, accounting for 44.44% of all directors.
(c) Six directors have experience in the LED or related industries, accounting for 66.67% of all directors.
(d) Three directors have academic backgrounds, accounting for 33.33% of all directors, which helps enhance the synergies of industry-academia collaboration.
(e) Two independent directors have expertise in finance and accounting, accounting for 40% of all independent directors.
C. Major Shareholder of the institutional shareholder: None
D. Major shareholders of the major shareholders that are juridical persons: None
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April 11, 2026 Unit: Share
Information Regarding Management Team
| Title | Nationality | Name | Gender | Date Effective | Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Experience & Education | Other Position | Managers who are Spouses or Within Two Degrees of Kinship | Remark | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| Chairman& president | R.O.C. | Yin-Fu Yeh | Male | 1983.05.15 | 14,168,553 | 3.20 | 651,333 | 0.15 | 0 | 0.00 | Department of Electronic Engineering of National Taipei University of Technology | Evertight Electronics Chairman & President | ||||
| Everson Electronics Co., Ltd. | ||||||||||||||||
| Chairman & president | ||||||||||||||||
| Forever Investment Co., Ltd. | ||||||||||||||||
| Chairman & president | ||||||||||||||||
| Pai Yee Investment Co., Ltd. | ||||||||||||||||
| Chairman & president | ||||||||||||||||
| Evlite Electronics Co., Ltd. Director | ||||||||||||||||
| Everlight Lighting Intelligence Technology Co., Ltd. Chairman | ||||||||||||||||
| Everson Electronics (BVI) Director | ||||||||||||||||
| Everlight (BVI) Co., Ltd Director & president | ||||||||||||||||
| Everlight Lighting (China) Chairman and GM | ||||||||||||||||
| Everlight Americas, Inc. Director | ||||||||||||||||
| Everlight Electronics Europe GmbH Director | ||||||||||||||||
| Everlight Optoelectronics Korea Co., Ltd. Chairman | ||||||||||||||||
| Everson (HK) Ltd. Director | ||||||||||||||||
| Everlight Japan Corporation Chairman, GM | ||||||||||||||||
| Everlight Intelligence Technology KZ LLP Director | ||||||||||||||||
| Everlight (China) Ltd. Chairman and GM | ||||||||||||||||
| Everlight (Guazhou) Ltd. Director (Registration Changing) | ||||||||||||||||
| Everlight (Zhongshan) Ltd. Director | Sr. Director | Ting-Wei Yeh | Son | Note | ||||||||||||
| Vice President | R.O.C. | Min-Ta Tsao | Male | 2020.11.19 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Taipei Kai-Nan High School | |||||
| Everlight Electronics Director | Everlight (Guazhou) Ltd. Chairman | - | - | - |
| Title | Nationality | Name | Gender | Date Effective | Shareholding | Spouse & Minor Shareholding | Shareholding by Nominee Arrangement | Experience & Education | Other Position | Managers who are Spouses or Within Two Degrees of Kinship | Remark | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| (Registration Changing) | ||||||||||||||||
| Vice President | R.O.C. | Yi-Chen, Chen | Female | 2022.4.7 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | Department of Economics, National Cheng Kung University Everlight Europe and America Business department Director ASUS Computer and Mobile Phone Division - Product Operation Center - Supervisor | Everlight Optoelectronics (M) SDN. BHD. Director Everlight Electronics India Private Limited Director Everlight Electronics Singapore Pte. Ltd. Director | - | - | - | |
| Vice President | R.O.C. | Ting-Wei Yeh | Male | 2022.4.7 | 500,000 | 0.11 | 500,000 | 0.11 | 0 | 0.00 | Ph. D of Material Science of University of Southern California Sales VP of ELA President of Everlight Electronics director, Sr. Director | Everlight Electronics Director Everlight Optoelectronics Korea Co.,Ltd. Director Everlight Americas, Inc. Director Everlight (China) Ltd. Director Everlight (Guazhou) Ltd. Director Everlight (Zhongshan) Ltd. Director Everlight Electronics India Private Ltd. Director Everlight Japan Corp. Director | - | - | - |
Note: Since the Company's establishment, Mr. Yin-Fu Yeh has served as both Chairman and President. He has been personally involved in the Company's operations, business strategies and internal management affairs, and therefore possesses a comprehensive understanding of the industry, the Company's operating status and risk management matters. This enables him to take appropriate actions and make sound judgments when the Company is required to formulate major operational strategies. In addition, only two members of the Board concurrently serve as employees of the Company. Following the by-election of independent directors in 2025, independent directors accounted for more than one-half of the total number of directors. Accordingly, the Board is able to maintain objectivity and independence in its decision-making process.
- Remuneration paid to directors, the general manager, and assistant general managers
(1) Remuneration Paid to Directors
Unit: NTS thousand
| Title | Name | Director Remuneration | Total Remuneration (A+B+C+D) as a% of Net Loss after tax | Compensation Earned by a Director Who is an Employee of Epistar or of Epistar's Consolidated Entities | Total Compensation (A+B+C+D+E+F+G) as a % of Net Loss after tax) | Compensation Paid to Directors from Non-consolidated Affiliates |
|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay and Pensions (B) | Compensation to Directors (C) | Allowances (D) | Base Compensation, Bonuses, and Allowances (E) | Severance Pay and Pensions (F) | Employees' Profits Sharing Bonus (G) |
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company |
| Cash | Stock | Cash | Stock | |||
| Director | Yin-Fu Yeh | 0 | 0 | 0 | 0 | 13,131 |
| Bo-Wen Zhou | ||||||
| Bang-Yan Liu | ||||||
| Ting-Wei Yeh | ||||||
| Independent Director | Jung-Chuen Lin | 3,520 | 3,520 | 0 | 0 | 14,946 |
| Liang-Gee Chen (Note) | ||||||
| Chin-Der Ou | ||||||
| Gou-Chung Chi | ||||||
| Ya-Hui Lin (Note) | ||||||
| 1.Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:(1) According to the Articles of Incorporation of Company, Upon the Company director or supervisor's performance of company duties, the Company shall pay compensation accordingly whether or not the Company makes profit from business. The board of directors' meeting is hereby authorized to determine compensation which shall be based on their degree of participation and value of contribution to the Company's operation, and shall not exceed the highest salary standard prescribed in the Company's salary determination guidelines.(2) If the Company makes a profit during the year, the directors' remuneration shall allocate no more than one percent of the profit.(3) Since the company has a remuneration committee and an audit committee, independent directors have a higher participation in major proposals, so they can earn the distribution of earnings and fixed monthly salary; directors who are not employees can participate in the distribution of earnings.2.In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements in the most recent year to compensate directors for their services, such as being independent contractors. |
- Separately list information for directors (non-independent directors) and independent directors.
Note : Independent Director Liang-Gee Chen resigned on March 31, 2026; Independent Director Ya-Hui Lin assumed office on June 11, 2025.
| Range of Remuneration | Name of Directors | |||
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The Company | All Consolidated Entities H | The Company | All Consolidated Entities and Non-Consolidated Affiliates I | |
| NT$0-NT$1,000,000 | ||||
| NT$1,000,000~NT$2,000,000 | ||||
| NT$2,000,000~NT$3,500,000 | Yin-Fu Yeh、Bo-Wen Zhou、Bang-Yan Liu、Ting-Wei Yeh、Lin-Ya Hui(Note1) | Yin-Fu Yeh、Bo-Wen Zhou、Bang-Yan Liu、Ting-Wei Yeh、Lin-Ya Hui(Note1) | Bo-Wen Zhou、Bang-Yan Liu、Lin-Ya Hui(Note1) | Bo-Wen Zhou、Bang-Yan Liu、Lin-Ya Hui(Note1) |
| NT$3,500,000~NT$5,000,000 | Liang-Gee Chen(Note1)、Jung-Chuen Lin、Jin-De Ou、Gou-Chung Chi | Liang-Gee Chen(Note1)、Jung-Chuen Lin、Jin-De Ou、Gou-Chung Chi | Liang-Gee Chen(Note1)、Jung-Chuen Lin、Jin-De Ou、Gou-Chung Chi | Liang-Gee Chen(Note1)、Jung-Chuen Lin、Jin-De Ou、Gou-Chung Chi |
| NT$5,000,000~NT$10,000,000 | ||||
| NT$10,000,000~NT$15,000,000 | Ting-Wei Yeh | Ting-Wei Yeh | ||
| NT$15,000,000~NT$30,000,000 | Yin-Fu Yeh | Yin-Fu Yeh | ||
| NT$30,000,000~NT$50,000,000 | ||||
| NT$50,000,000~NT$100,000,000 | ||||
| Over NT$100,000,000 | ||||
| Total | 9 | 9 | 9 | 9 |
Note1: Independent Director Liang-Gee Chen resigned on March 31, 2026; Independent Director Ya-Hui Lin assumed office on June 11, 2025.
Note 2: Fill in the actually amount of director remuneration approved by the board of directors prior to the shareholders' meeting for the distribution of earnings for the most recent fiscal year.
Note 3: Fill in the actually amount of employee remuneration approved by the board of directors prior to the shareholders' meeting for the distribution of earnings for the most recent fiscal year.
(2) Remuneration Paid to Supervisor : N/A
(3) Remuneration Paid to President and Vice Presidents
Unit: NTS thousand
| Title | Name | Salary (A) | Severance Pay and Pensions (B) | Bonuses and Allowances (C) | Employees' Profit Sharing Bonus (D) | Total Compensation as a % of 2018 Net Profit (A+B+C+D) | Compensation Received from Non-consolidated From Affiliates | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | Stock | Cash | Stock | |||||||||||
| President | Yin-Fu Yeh | 29,162 | 29,162 | 438 | 438 | 4,243 | 4,243 | 18,090 | 0 | 18,090 | 0 | 51,933 | 51,933 | 0 |
| Executive Vice President | Hong-Yan Su (Note 1) | |||||||||||||
| Vice President | Ting-Wei Yeh | |||||||||||||
| Vice President | Yi-Jen Chen | |||||||||||||
| Vice President | Ming-Ta Tsao |
| Range of Remuneration | Name of President and Vice President | |
|---|---|---|
| The Company | All Consolidated Entities E | |
| NT$0-NTS1,000,000 | ||
| NT$1,000,000~NT$2,000,000 | ||
| NT$2,000,000~NT$3,500,000 | ||
| NT$3,500,000~NT$5,000,000 | ||
| NT$5,000,000~NT$10,000,000 | Hong-Yan Su (Note 1) ~ Ting-Wei Yeh ~ Yi-Jen Chen ~ Ming-Ta Tsao | Hong-Yan Su (Note 1) ~ Ting-Wei Yeh ~ Yi-Jen Chen ~ Ming-Ta Tsao |
| NT$10,000,000~NT$15,000,000 | ||
| NT$15,000,000~NT$30,000,000 | Yin-Fu Yeh | Yin-Fu Yeh |
| NT$30,000,000~NT$50,000,000 | ||
| NT$50,000,000~NT$100,000,000 | ||
| 100,000,000 and above | ||
| Total | 5 | 5 |
Note 1:Hong-Yan Su resigned in Feb 2026.
Note 2:Fill in the actually amount of employee remuneration approved by the board of directors prior to the shareholders' meeting for the distribution of earnings for the most recent fiscal year.
(4) Employees' Profit Sharing Bonus Paid to Management Team
Dec. 31, 2025 Unit: NT$ thousand; Shares k
| Title | Name | Stock | Cash | Total Employees' Profit Sharing Bonus | Total Employees' Profit Sharing Bonus Paid to Management Team as a % of Net Loss |
|---|---|---|---|---|---|
| President | Yin-Fu Yeh | 0 | 22,711 | 22,711 | 1.11% |
| Vice President | Ting-Wei Yeh | ||||
| Vice President | Yi-Jen Chen | ||||
| Vice President | Ming-Ta Tsao | ||||
| Sr. Director | Kai-Hung Cheng | ||||
| Accounting Supervisor | Kai-Bao Shih | ||||
| Financial Supervisor (Agent) Corporate Governance Officer |
Note 1: Hong-Yan Su and Chen-En Ko and Ms. Jun-Yu Lu resigned in Feb 2026.
(5) Comparison of Remuneration for Directors, Supervisors, President and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, President and Vice Presidents
| Title | The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, President and vice presidents of the Company, to the net loss & Profit. | |||
|---|---|---|---|---|
| 2024 | 2025 | |||
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | |
| Directors | 1.48% | 1.48% | 1.57 | 1.57 |
| President and Vice President | 2.09% | 2.09% | 2.55 | 2.55 |
In 2025, due to the decrease in net profit after tax as compared with the previous year, the total amount of directors' remuneration appropriated for 2025 was only slightly adjusted from 2024. As a result, the overall change in the ratio of annual remuneration to net profit after tax was relatively insignificant. However, due to changes in the number of the President and Vice Presidents, the ratio of their remuneration to net profit after tax fluctuated more significantly.
A. Policies, Standards, and Combinations of Compensation Payments:
(a) Board remuneration in our company is determined according to Article 20 of the Company's Articles of Incorporation. If the company is profitable in a fiscal year, a provision of no more than one percent is allocated for board remuneration. The allocation amount is calculated based on our company's "Employee Remuneration Allocation Measures." Both directors and independent directors can participate in the distribution of board remuneration. The reasonableness of compensation is reviewed by the Compensation Committee and the Board of Directors.
(b) Executive compensation in our company includes various allowances and bonuses to acknowledge and reward employees' efforts in their work. Related bonuses are determined based on the company's annual operational performance, financial condition, operational situation, and individual job performance. Additionally, if the company is profitable in a fiscal year, six to twelve percent is allocated for employee remuneration,
calculated according to our company's "Employee Remuneration Allocation Measures." The performance evaluation results based on our "Performance Management Measures" serve as a reference for executive bonuses. The evaluation criteria for executives consist of two parts: (1) Financial indicators: distribution of departmental contributions to the company based on our management income statement and consideration of the managers' goal achievement rates; (2) Non-financial indicators: comprised of the practical application of the company's core values, operational management capabilities, and participation in sustainable business practices. The compensation for their operational performance is periodically reviewed based on the actual operational conditions and relevant regulations.
(c) The salary and compensation provided by our company, as defined in Article 7, Section 3 of our company's "Compensation Committee Organization Regulations," includes cash rewards, stock options, stock dividends, retirement benefits or severance pay, various allowances, and other measures with substantial rewards. Its scope aligns with the guidelines for disclosure items in the annual report of publicly traded companies concerning director and executive compensation.
B. Procedures for Setting Compensation:
(a) To regularly evaluate executive compensation, the performance evaluation results based on our company's "Performance Management Measures" serve as the basis. The general manager's remuneration is determined by referencing the "domestic industry distribution level" and linking it to the company's operational performance indicators, which is then submitted for board approval. To fully demonstrate the achievement of operational performance indicators, the evaluation scope for the general manager includes the three major strategic priorities: (1) Short-term operational indicators, (2) Mid-term strategic indicators, and (3) Corporate social responsibility. The evaluation scope encompasses key indicators such as revenue targets, cost efficiency, product research and development strategies, talent development strategies, environmental protection and workplace safety, social responsibility, and corporate governance. All these indicators are adjusted based on the company's operational strategy, recommendations from the Compensation Committee, and the Board of Directors.
(b) The performance evaluation and reasonableness of executive compensation in our company are reviewed and assessed annually by the Compensation Committee and the Board of Directors. It takes into account individual performance achievement rates, contributions to the company, overall operational performance, market salary surveys, industry development trends, and periodic reviews of the compensation system based on actual operational conditions and relevant regulations. The actual amounts of director and executive remuneration for the fiscal year 2025 are determined after review by the Compensation Committee and approved by the Board of Directors.
C. Relationship with Operational Performance:
The review of our company's compensation policy, related payment standards, and system is primarily based on the overall operational conditions of the company. The payment standards are determined based on performance achievement rates and contributions to enhance the overall organizational effectiveness of the management department. Industry salary standards are also considered to ensure that the compensation for our company's management level remains competitive within the industry, thereby retaining outstanding 3.4 Implementation of Corporate Governance
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- The state of the company's implementation of corporate governance
(1) Board of Directors Meeting Status
A. Total of 5 (A) meetings of the Board of Directors were held in 2025. The directors' attendance status is as follows.
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%)【B/A】 | Remarks |
|---|---|---|---|---|---|
| Chairman | Yin-Fu Yeh | 5 | 0 | 100 | |
| Director | Bo-Wen Zhou | 5 | 0 | 100 | |
| Director | Bang-Yan Liu | 5 | 0 | 100 | |
| Director | Ting-Wei Yeh | 5 | 0 | 100 | |
| Independent director | Jung-Chuen Lin | 5 | 0 | 100 | |
| Independent director | Liang-Gee Chen | 5 | 0 | 100 | 2026/3/31 Resigned |
| Independent director | Chin-Der Ou | 5 | 0 | 100 | |
| Independent director | Gou-Chung Chi | 5 | 0 | 100 | |
| Independent director | Ya-Hui Lin | 3 | 0 | 100 | 2025/6/11 Elected |
*The overall Attendance rate of the board of directors is 100%
B. Other special disclosure:
(a) Where the Board of Directors' operation meets any of the following circumstances, please clearly state the directors' meeting date, term, contents of motions and resolution thereof, opinions of all independent directors and the Company's handling of said opinions:
i. Securities and Exchange Act §14-3 resolutions:
| Term/____st /nd/rd/th time Date | Contents of motion | Resolution of Audit Committee |
|---|---|---|
| 15-5 2025.3.13 | The Company’s 2024 Business Report and Parent Company Only and Consolidated Financial Statements. | It was approved and as per the resolution was executed. |
| The Company’s 2024 earnings distribution proposal. | ||
| Change of certifying CPA due to internal adjustment of the accounting firm. | ||
| Evaluation of the independence of the Company’s certifying CPAs for 2024. | ||
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| The Company’s 2024 Statement on Internal Control System. | ||
| Amendments to the Company’s Articles of Incorporation. | ||
| By-election of the Company’s independent director. |
-21-
| Ratification of the investment in and establishment of a Thailand subsidiary. | ||
|---|---|---|
| Capital increase in the Company’s investee subsidiary, Everlight Electronics (Thailand) Co., Ltd. | ||
| Independent director’s opinion: None | ||
| The Company’s handling of independent director’s opinion: N/A | ||
| 15-6 | ||
| 2025.5.13 | The Company’s consolidated financial statements for the first quarter of 2025. | It was approved and as per the resolution was executed. |
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| Disposal of Investment. | ||
| Independent director’s opinion: None | ||
| The Company’s handling of independent director’s opinion: N/A | ||
| 15-7 | ||
| 2025.8.12 | The Company’s consolidated financial statements for the second quarter of 2025. | It was approved and as per the resolution was executed. |
| Appointment of members of the 6th Remuneration Committee. | ||
| Change of Chief Internal Auditor. | ||
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| Remuneration of the Company’s certifying CPAs for 2024. | ||
| Independent director’s opinion: None | ||
| The Company’s handling of independent director’s opinion: N/A | ||
| 15-8 | ||
| 2025.11.13 | The Company’s consolidated financial statements for the third quarter of 2025. | It was approved and as per the resolution was executed. |
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| Amendments to the general principles of the Company’s policy on non-assurance services. | ||
| Amendments to the payroll cycle procedures under the Company’s Internal Control System. | ||
| Independent director’s opinion: None | ||
| The Company’s handling of independent director’s opinion: N/A | ||
| 15-9 | ||
| 2025.12.23 | The Company’s 2026 annual audit plan. | It was approved and as per the resolution was executed. |
| Amendments to the payroll cycle procedures under the Company’s Internal Control System. | ||
| The Company’s 2026 business plan and budget. | ||
| Independent director’s opinion: None | ||
| The Company’s handling of independent director’s opinion: N/A |
ii. There were no other written or otherwise recorded resolutions on which an independent director had a dissenting opinion or qualified opinion in 2025.
(b) Recusals of Directors due to conflicts of interests in 2025:
| Term/____st/nd/rd/th
time
Date | Persons
recusing
themselves | Contents of motion | Status | Resolution |
| --- | --- | --- | --- | --- |
-22-
(c) Listed companies shall disclose information such as the evaluation cycle and period, evaluation scope, method and evaluation content of the board of directors’ self (or peers) evaluation, and fill in the attached form of the implementation of the board of directors’ evaluation:
In December 2019, the board of directors approved the board performance evaluation measures to encourage self-assessment among board members and enhance the board's functionality. The internal board and functional committee performance evaluations are conducted annually. In the first quarter, the board conducts self-assessments and overall board self-evaluations, with results reviewed within the same quarter. External board performance evaluations are conducted at least once every three years by an external professional independent organization or a team of external experts and scholars, with the annual performance evaluation carried out in the fourth quarter of the year.
This evaluation is executed by the finance department. The process is to issue an internal questionnaire to each director and functional committee (audit and remuneration) members in January every year, and collect the questionnaire data at the end of the month. The self-evaluation results are collected and analyzed and then submitted Board of Directors for the first quarter of the year.
In 2024, internal evaluation has been conducted. The most recent internal evaluation targets are the board of directors, board members, and functional committees. The evaluation results for 2025 had been executed and reported at board meeting on 2026/3/11.
The execution of internal evaluation to the board of directors
| Evaluation cycle | Evaluation period (Note) | Scope of evaluation | Evaluation method | Evaluation items |
|---|---|---|---|---|
| Once a year | 2025.1.1-2025.12.31 | All Board of Directors | Self evaluation | 1. Participation in the company's operations |
| 2. Improvement of the quality of the board decisions | ||||
| 3. The composition and structure of the board | ||||
| 4. The selection of directors and continuous education | ||||
| 5. Internal control | ||||
| Once a year | 2025.1.1-2025.12.31 | Each Directors | Self evaluation | 1. Understanding of the Company's goals and tasks |
| 2. Recognition of directors' duties | ||||
| 3. Participation in the company's operations | ||||
| 4. Internal relationship management and communication | ||||
| 5. Expertise and continuous education of directors |
| 6. Internal control | ||||
|---|---|---|---|---|
| Once a year | 2025.1.1-2025.12.31 | Audit committee members | Self evaluation | 1. Level of Audit Committee's Involvement in Company Operations |
| 2. Understanding of the Responsibilities of the Audit Committee | ||||
| 3. Enhancing the Decision-Making Quality of the Audit Committee | ||||
| 4. Composition and Selection of Audit Committee Members | ||||
| 5. Internal Control | ||||
| Once a year | 2025.1.1-2025.12.31 | Compensation committee members | Self evaluation | 1. Level of Compensation Committee's Involvement in Company Operations |
| 2. Understanding of the Responsibilities of the Compensation Committee | ||||
| 3. Enhancing the Decision-Making Quality of the Compensation Committee | ||||
| 4. Composition and Selection of Compensation Committee Members |
The overall board evaluation is divided into five aspects (1. Participation in company operations, 2. Improving the quality of board decision-making, 3. Board composition and structure, 4. Selection and continuous training of directors, and 5. Internal control), with an overall average achievement rate of $99.49\%$ . The board of directors achieved nearly $100\%$ in all indicators, except for $96.71\%$ in the selection and continuous training of directors. This was mainly due to the lack of clear plans for directors' training and succession planning. In the future, the board will consider supplementing relevant systems to strengthen the board's functions.
The evaluation of individual board members is divided into six aspects (1. Understanding of company goals and tasks, 2. Awareness of director responsibilities, 3. Level of participation in company operations, 4. Internal relationship management and communication, 5. Directors' professionalism and continuing education, 6. Internal control), with an average achievement rate of $100\%$ . The board members self-assessed that the achievement rate of the six major indicators was $100\%$ .
The audit committee evaluation is divided into five aspects (1. Participation in company operations, 2. Awareness of the responsibilities of the functional committee, 3. Improving the quality of decision-making of the functional committee, 4. Composition of the functional committee and selection of members, 5. Internal control), with an average achievement rate of $100\%$ , indicating that the audit committee operates well.
The evaluation of the Compensation Committee is divided into four aspects (1. Participation in the company's operations, 2. Awareness of the functional committee's responsibilities, 3. Improving the quality of functional committee decision-making, and 4. Functional committee composition and member selection). The average achievement rate was $100\%$ , indicating that the Compensation Committee operated effectively.
(2) Audit Committee Meeting Status
The audit committee of the Company is composed of four independent directors. The purpose of the audit committee is to supervise the Company's internal or external risk control, the compliance to the laws and regulations, the effective implementation of internal control and the adequacy of financial statements. The audit committee's main annual implementation matters are as follows:
- Assessment of the effectiveness of the internal control system, issuing the Statement of Internal Control System and audit committee reviewing report.
- The adoption or amendment of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- Assessment of CPA's remuneration and independence.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual, quarterly and semi-annual financial reports.
- Proposals regarding profit distribution.
- Compliance with the laws and regulations.
- Operation status and risk control of the subsidiaries.
- Operation status of subsidiaries.
- Self evaluation of the performance in audit committee.
- Other material matters as may be required by this Corporation or by the competent authority.
A. Total of 5 (A) Audit Committee meetings were held in 2025 The independent directors' attendance status is as follows.
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Independent Director (Chairman) | Jung-Chuen Lin | 5 | 0 | 100 | |
| Independent Director | Liang-Gee Chen | 5 | 0 | 100 | 2026/3/31 Resigned |
| Independent Director | Chin-Der Ou | 5 | 0 | 100 | |
| Independent Director | Guo-Chung Chi | 5 | 0 | 100 | |
| Independent Director | Ya-Hui Lin | 3 | 0 | 100 | 2025/6/11 Elected |
- Overall attendance Rate is 100%
B. Other special disclosure:
(a) Where the Audit Committee's operation meets any of the following circumstances, please clearly state the directors' meeting date, term, contents of motions and resolution of the Audit
Committee, and the Company's handling of the Audit Committee's opinions:
i. Resolutions related to Securities and Exchange Act §14-5:
| Term/__st/nd/rd/th time Date | Contents of motion | Resolution of Audit Committee |
|---|---|---|
| 03-04 2025.3.13 | The Company’s 2024 Business Report and Parent Company Only and Consolidated Financial Statements. | The motion was approved by all present directors unanimously, and approved by board meeting on 2025/3/13. |
| The Company’s 2024 earnings distribution proposal. | ||
| Change of certifying CPA due to internal adjustment of the accounting firm. | ||
| Evaluation of the independence of the Company’s certifying CPAs for 2025. | ||
| I Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| The Company’s 2024 Statement on Internal Control System. | ||
| Ratification of the investment in and establishment of a Thailand subsidiary | ||
| Capital increase in the Company’s investee subsidiary, Everlight Electronics (Thailand) Co., Ltd. | ||
| Amendments to the Company’s Articles of Incorporation. | ||
| he Company’s 2024 Business Report and Parent Company Only and Consolidated Financial Statements. | ||
| Independent director’s opinion: None | ||
| The Company’s (the board of directors’) handling of Audit Committee’s opinion: N/A | ||
| 03-05 2025.5.13 | The Company’s consolidated financial statements for the first quarter of 2025. | The motion was approved by all present directors unanimously, and approved by board meeting on 2025/5/13 |
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| Independent director’s opinion: None | ||
| The Company’s (the board of directors’) handling of Audit Committee’s opinion: N/A | ||
| 03-06 2025.8.12 | The Company’s consolidated financial statements for the second quarter of 2025. | The motion was approved by all present directors unanimously, and approved by board meeting on 2025/8/12. |
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | ||
| Remuneration of the Company’s certifying CPAs for 2025. | ||
| Change of Chief Internal Auditor | ||
| Independent director’s opinion: None | ||
| The Company’s (the board of directors’) handling of Audit Committee’s opinion: N/A | ||
| 03-07 2025.11.13 | The Company’s consolidated financial statements for the third quarter of 2025. | The motion was approved by all present directors unanimously, and approved by board |
| Discussion of overdue more than 90 days account receivables required to transfer to the corporation |
-26-
| lending | meeting on 2025/11/13. | |
|---|---|---|
| Amendments to the general principles of the Company’s policy on non-assurance services. | ||
| The Company’s consolidated financial statements for the third quarter of 2025. | ||
| Amendments to the payroll cycle procedures under the Company’s Internal Control System. | ||
| Independent director’s opinion: None | ||
| The Company’s (the board of directors’) handling of Audit Committee’s opinion: N/A | ||
| 03-08 | ||
| 2025.12.23 | The Company’s 2026 business plan and budget. | The motion was approved by all present directors unanimously, and approved by board meeting on 2025/12/23. |
| The Company’s 2026 annual audit plan. | ||
| Amendments to the payroll cycle procedures under the Company’s Internal Control System. | ||
| Independent director’s opinion: None | ||
| The Company’s (the board of directors’) handling of Audit Committee’s opinion: N/A |
ii. There were no other resolutions that were not approved by the Audit Committee but were approved by two thirds or more of all directors in 2025.
(b) There were no recusals of independent directors due to conflicts of interests in 2025.
(c) Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors in 2025:
i. Summary of the communication between independent directors and the external auditor The Company’s independent directors had fair communication with the external auditor. The communication in 2025 was outlined as following:
| Date | Attendees | Points of communication | Communication result |
|---|---|---|---|
| 2025/3/13 | Jung-Chuen Lin, Liang-Gee Chen, Chin-Der Ou, Guo-Chung Chi And CPA-Hsin, Yu-Ting | Summary: | |
| 1. External auditor’s Independence | |||
| 2. External auditor’s responsibility of auditing. | |||
| 3. Type of auditing reviewing conclusion | |||
| 4. Audit and review scope | |||
| 5. Audit and review discovery | |||
| 6. Major internal control deficiencies and reminders | |||
| 7. KPMG Audit Quality Indicators | |||
| 8. Update on auditing regulations | |||
| 9. Important update on accounting standards or interpretation, securities regulations and tax law | Independent director’s opinion: None | ||
| 2025/5/13 | Jung-Chuen Lin, Liang-Gee Chen, Chin-Der Ou, Guo-Chung Chi And | Summary: | |
| 1. External auditor’s Independence | |||
| 2. External auditor’s responsibility of auditing. | |||
| 3. Type of auditing reviewing conclusion. | |||
| 4. Audit and review scope | |||
| 5. Audit and review discovery | |||
| 6. Important update on accounting standards or interpretation, securities regulations and tax law | Independent director’s opinion: None |
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| CPA- Hsin, Yu- Ting | |||
|---|---|---|---|
| 2025/8/12 | Jung-Chuen Lin, Liang-Gee Chen, Chin-Der Ou, Guo-Chung Chi,Ya-Hui Lin And CPA- Hsin, Yu- Ting | Summary: 1. External auditor’s Independence 2. External auditor’s responsibility of auditing. 3. Type of auditing reviewing conclusion. 4. Audit and review scope 5. Audit and review discovery 6. IFRS Sustainability Disclosure Standards Introduction Plan 7. Important update on accounting standards or interpretation, securities regulations and tax law | Independent director’s opinion:None |
| 2025/11/13 | Jung-Chuen Lin, Liang-Gee Chen, Chin-Der Ou, Guo-Chung Chi,Ya-Hui Lin And CPA- Hsin, Yu- Ting | Summary: 1. External auditor’s Independence 2. External auditor’s responsibility of auditing. 3. Type of auditing reviewing conclusion. 4. Audit and review scope 5. Audit and review discovery 6. The main impact of the expected amendment to Auditing Standard No. 600 7. Plan of annual auditing 8. Important update on accounting standards or interpretation, securities regulations and tax law 9. AQI Information | Independent director’s opinion:None |
Auditors’ Opinions from 2021 to 2025
| Year | Accounting Firm | CPA | Audit Opinion |
|---|---|---|---|
| 2021 | KPMG | Au, Yiu Kwan/ Lo, Jui Lan | Unqualified Opinion |
| 2022 | KPMG | Au, Yiu Kwan/ Lo, Jui Lan | Unqualified Opinion |
| 2023 | KPMG | Au, Yiu Kwan/ Lo, Jui Lan | Unqualified Opinion with Emphasis of Matter |
| 2024 | KPMG | Au, Yiu Kwan/ Hsin, Yu Ting | Unqualified Opinion |
| 2025 | KPMG | Hsin, Yu- Ting/Kuo,Kuan-Ying | Unqualified Opinion |
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Everlight Electronics Co., Ltd.
Audit Committee’s Review Report
The board of directors has prepared and submitted the Company’s 2025 Business Report, Financial Statements and Proposal for Earnings Distribution of the Company for the year 2025. Hsin, Yu- Ting CPA and Kuo,Kuan-Ying CPA of KPMG have also audited the financial statements and issued the auditors’ report. The Business Report, Financial Statements and Proposal for Earnings Distribution of the Company for the year 2025 have been reviewed and determined to be correct and accurate by the Audit Committee members of Everlight Electronics Co., Ltd. According to article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit the report.
Hereto
2026 Annual General Shareholders’ General Meeting
Chairman of the Audit Committee: Jung-Chuen,Lin
Date: March 11th, 2026
ii. Summary of the communication between independent directors and internal audit officer The Company's independent directors had fair communication about status and result of the audit affairs through email and meeting by month or quarter. The internal auditing would follow the resolution from Audit Committee about the audit subject and scope. The communication in 2025 was outlined as following:
| Date | Purpose | Method | Topic | Result |
|---|---|---|---|---|
| 2025/3/13 | 1.Review of audit reports | |||
| 2. Monthly report of internal audit | Audit Committee | 1.Review of audit reports | ||
| 2.Progress of audit cases | ||||
| 3.Significant audit findings | ||||
| 4.Status of improvement tracking | ||||
| 5.Handling of reported cases | ||||
| 6. Internal Control Report of 2024 | 1. Independent directors recommend analyzing the distribution of audit findings over the past three years, including trends and classification by department and function | |||
| 2. The independent director further inquired about the content and details of the report. After the internal audit director responded and explained, the independent director had no other opinions. | ||||
| 2025/5/13 | 1.Review of audit reports | |||
| 2. Monthly report of internal audit | Audit Committee | 1.Review of audit reports | ||
| 2.Progress of audit cases | ||||
| 3.Significant audit findings | ||||
| 4.Status of improvement tracking | ||||
| 5.Handling of reported cases | The independent director further inquired about the content and details of the report. After the internal audit director responded and explained, the independent director had no other opinions. | |||
| 2025/8/12 | 1.Review of audit reports | |||
| 2. Monthly report of internal audit | Audit Committee | 1.Review of audit reports | ||
| 2.Progress of audit cases | ||||
| 3.Significant audit findings | ||||
| 4.Status of improvement tracking | ||||
| 5.Handling of reported cases | The independent director further inquired about the content and details of the report. After the internal audit director responded and explained, the independent director had no other opinions. | |||
| 2025/11/13 | 1.Review of audit reports | |||
| 2. Monthly report of internal audit | Audit Committee | 1.Review of audit reports | ||
| 2.Progress of audit cases | ||||
| 3.Significant audit findings | ||||
| 4.Status of improvement tracking | ||||
| 5.Handling of reported cases | ||||
| 6. Progress of internal | The independent director further inquired about the content and details of the report. After the internal audit director responded and explained, the independent director had no other opinions. |
| control system revision | ||||
|---|---|---|---|---|
| 2025/12/23 | 1.Review of audit reports | |||
| 2. Monthly report of internal audit | ||||
| 3. Annual auditing plan | Audit Committee and Annual plan report | 1.Review of audit reports | ||
| 2.Progress of audit cases | ||||
| 3.Significant audit findings | ||||
| 4.Status of improvement tracking | ||||
| 5.Handling of reported cases | ||||
| 6. 2026 implementation of the internal audit plan | ||||
| 7. Annual audit plan | ||||
| 8. 2026 annual man power and professional training plan | The independent director further inquired about the content and details of the report. After the internal audit director responded and explained, the independent director had no other opinions. |
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(d) Continuing Education/Training of Directors in 2025
| Name | Date | Host by | Training Title | Hours | Total hours |
|---|---|---|---|---|---|
| Yin-Fu Yeh | 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | 6 |
| 2025/12/05 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI | 3.0 | ||
| Bo-Wen Zhou | 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | 6 |
| 2025/12/05 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI | 3.0 | ||
| Bang-Yan Liu | 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | 6 |
| 2025/12/05 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI | 3.0 | ||
| Ting-Wei Yeh | 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | 6 |
| 2025/11/19 | Taiwan Institute of Directors | Three Options in an Era of Transformation | 3.0 | ||
| Guo-Chung Chi | 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | 6 |
| 2025/12/05 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI | 3.0 | ||
| Liang-Gee Chen | 2025/03/14 | Chinese Corporate Governance Association | Benefits of Circular Economy and Business Opportunities in Sustainable Finance | 3.0 | 6 |
| 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | ||
| Jung-Chuen Lin | 2025/03/14 | Securities and Futures Institute | Training Course Series for Directors, Supervisors and Corporate Governance Officers – 2025 Global and Taiwan Economic Outlook | 3.0 | 18 |
| 2025/07/09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit | 6.0 | ||
|---|---|---|---|---|---|
| 2025/10/03 | Taiwan Academy of Banking and Finance | Corporate Governance Forum | 3.0 | ||
| 2025/11/06 | Chinese Corporate Governance Association | Seminar on Insider Trading Laws and Regulations and Practical Cases | 3.0 | ||
| 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | ||
| Chin-Der Ou | 2025/10/17 | Chinese Corporate Governance Association | Sustainability, Risk and Cybersecurity Issues in the AI Era | 3.0 | 12 |
| 2025/10/21 | Chinese Corporate Governance Association | Group Governance and Performance Management | 3.0 | ||
| 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | ||
| 2025/12/05 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI | 3.0 | ||
| Ya-Hui Lin | 2025/08/14 | Taiwan Project Management Association | Continuing Education Course for Directors of TWSE/TPEx Listed Companies – Corporate Sustainable Development and ESG Strategy Integration | 2.0 | 14 |
| 2025/08/25 | Taipei Foundation of Finance | Corporate Governance – Measurement and Management of Social Return on Investment (SROI) | 3.0 | ||
| 2025/10/28 | Chung-Hua Institution for Economic Research | Industrial Digital Transformation and Case Study Analysis | 3.0 | ||
| 2025/11/17 | Chung-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump’s New Policies | 3.0 | ||
| 2025/12/05 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI | 3.0 |
(3) Status of corporate governance, departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| 1. Does the Company follow “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” to establish and disclose its corporate governance principles? | V | The Company has established, via Board resolution on Nov. 12, 2015, corporate governance best-practice principles and the latest amendment approved by board meeting on Nov. 13, 2024. The principle is disclosed on our website investor/corporate governance/important regulations of the Company | None | |
| 2. Shareholding Structure & Shareholders’ Rights(1) Does Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, has these procedures been implemented accordingly?(2) Does Company possess a list of major shareholders and beneficial owners of these major shareholders?(3) Has the Company built and executed a risk management system and “firewall” between the Company and its affiliates? | V | (1) The related operations would be handled by the Spokesperson and personnel of Finance department pursuant to the relevant laws and important regulations. Except spokesperson, there is exclusive area on the official website for investor to contact with the Company.(2) The Company keeps close relationship to the directors, officers and major shareholders of the Company. The Company takes advantage of annual shareholders’ meeting and dividend distribution to learn the change of main shareholders.(3) The Company and its affiliated companies operate independently. On March 23, 2021, the board of directors approved the regulations governing financial and business operations among affiliated companies. These regulations were revised on March 13, 2023, to strengthen financial and business interactions between our company and its affiliates. This aims to prevent irregular transactions and | None |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| (4) Has the Company established internal rules prohibiting insider trading on undisclosed information? | improper benefit transfers in intercompany transactions, including the purchase and sale of goods, acquisition and disposal of assets, endorsements and guarantees, and loans. Additionally, our company strictly adheres to the internal control system regulations.(4) The Company established the operating procedure for prevention of insider trading. The subjects referred to therein include but are not limited to insiders, including their related parties, persons who forfeit the identity of insider for less than 6 months, and persons who access the information from said persons. The Company also requires employees and insiders to undergo education and training when insiders take office and at various times to prevent from insider trading.The Company arranges at least one annual legal briefing session for managers and senior executives at headquarters, and the Suzhou, Zhongshan, Yuanli, and Tongluo plants. The content includes the confidentiality and disclosure of significant information, prevention of insider trading, and transactions of shares by insiders. The duration of the legal briefing is 60 minutes.On December 31, 2025, a legal briefing session was conducted, attended by 27 participants. Electronic training materials and relevant regulations were also distributed to managers and executives for reference. |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| Additionally, to prevent directors or employees from using non-public information to trade securities, the board of directors approved revisions to the Corporate Governance Practices Code on March 23, 2022. The revised code explicitly prohibits directors from trading stocks during the 30-day period before the annual financial report announcement and the 15-day period before the quarterly financial report announcements. Each quarter, an email reminder is sent to directors and insiders about the board meeting dates for the approval of financial reports and the blackout periods for stock trading. A total of 54 participants received these email reminders. | ||||
| 3. Composition and Responsibilities of the Board of Directors(1) Has the Company established a diversification policy of its Board of Directors and has it been implemented accordingly? | V | (1) There are nine directors in our Board including four directors and five independent directors. Percentage of independent director on the board is 55.56%. The terms of four independent directors is less than 3 sessions. the terms of three independent directors is less than 3 years, another one is in 4-6 years and the other one is in 6-9 years. All independent directors meet the independence requirement.Note: Independent Director Liang-Gee Chen resigned on March 31, 2026.Two directors who are also employees account for 22.22%. All directors and independent directors | None |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| (2) Other than the Remuneration Committee and the Audit Committee that are required by law, does the Company plan to set up other Board committees? | possess extensive practical experience in industry, crisis management, risk control, and corporate management. Their collective expertise has generated significant synergy between industry and academia, while fully implementing the Company’s objective of board diversity. | |||
| A. In 2025, one female independent director was newly appointed, representing 11.11% of all directors. | ||||
| B. Four directors possess professional backgrounds in materials applications, science and engineering, representing 44.44% of all directors. | ||||
| C. Six directors have experience in the LED or related industries, representing 66.67% of all directors. | ||||
| D. Three directors have academic backgrounds, representing 33.33% of all directors, which helps strengthen the synergy between industry and academia. | ||||
| E. Two independent directors possess expertise in finance and accounting, representing 40% of all independent directors. |
(2) The Company has set up Audit and Remuneration Committee and the committees executed related motions pursuant to laws. The Company will establish other functional committees pursuant to laws, or if necessary to the future operation. | |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| (3) Has the Company established methodology for evaluating the performance of its Board of Directors, on an annual basis? | (3) The Board approved rules for “Board of Directors Self-Assessment of Performance” on December 26, 2019. From 2020, all Board Directors annually assess the functioning of the Board, Board Directors and functional Committee. The evaluation result in 2025 reported to the board meeting on 2026/3/11. | |||
| (4) Does the Company regularly evaluate its external auditors’ independence? | (4) The Board of Directors of the Company evaluates the independence and suitability of its CPA on March 11, 2026. The Company also evaluates the accounting firm with regard to its financial interests, funding and guarantees, commercial relations, family and personal relations, employment relations, rotation of CPAs, and non-audit services, and obtains a statement of independence issued by the accounting firm. All results are consistent with independence with our audition accountants. |
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| 4. Does the Company established a full- (or part-) time corporate governance unit or personnel to be in charge of corporate governance affairs (including but not limited to furnish information required for business execution by directors, handle matters relating to board meetings and shareholders' meetings according to laws, handle corporate registration and amendment registration, or record minutes of board meetings and shareholders meetings, etc. | V | The corporate governance unit is Finance Division, which also is the designated unit responsible for board meeting, audit committee meeting and shareholders' meeting. The board meeting approved Chun-Yu Lu, who meet the requirement with three years experience of accounting/finance officer, as the governance officer on 2022/12/21. Primary duties are:
• Convene board meetings and shareholder meetings in compliance with laws and regulations, and disclose significant information as required to enhance transparency and protect shareholders' interests.
• Prior to discussing any agenda items, ensure that there are no conflicts of interest involving directors or related parties, and confirm that directors comply with the rules on avoiding conflicts of interest.
• Arrange board meeting agendas in accordance with legal requirements and include tracking reports on important company projects.
• Assist directors in their appointment and continuous education, and provide diverse training topics based on their needs.
• Provide directors with the necessary information for the execution of their duties.
• Assist directors and supervisors in complying with legal requirements.
• Implement annual evaluations of the effectiveness of the board and functional committees, and conduct external assessments every three years.
• Arrange regular communications between independent directors and auditors, as well as establish communication channels between directors and the operational team based on operational needs.
• Address other matters stipulated in the company's | None |
| --- | --- | --- | --- |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures |
|---|---|---|
| YES | NO | Explanation |
| Hosted by | Course Title | |
| 1 | Chang-Hua Institution for Economic Research | Industrial Digital Transformation and Case Study Analysis |
| 2 | Taiwan Institute of Directors | Upgrading Corporate Governance: Building a New Landscape for Talent Competitiveness |
| 3 | Chang-Hua Institution for Economic Research | Global and Taiwan Economic Outlook and Trump's New Policies |
| 4 | Chinese Corporate Governance Association | Corporate Innovation, Growth and AI |
| Total | 12.0 | |
| ※On March 11, 2026, the Board of Directors approved the appointment of Kai-Bao Shih as the Corporate Governance Officer. |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| 5. Has the Company established a means of communicating with its Stakeholders or created a Stakeholders Section on its Company website? Does the Company respond to stakeholders' questions on corporate responsibilities? | V | The Company has established a Corporate Social Responsibility section with contact information of responsible person on the Company website. The Company has also established a Stakeholder section to timely respond issues which stakeholders care about | None | |
| 6. Has the Company appointed a professional registrar for its Shareholders' Meetings? | V | The Company has engaged Capital Securities Corporation's agency department to handle matters relating to Shareholders' Meetings. | None | |
| 7. Information Disclosure(1) Has the Company established a corporate website to disclose information regarding its financials, business and corporate governance status?(2) Does the Company use other information disclosure channels (e.g. maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? | V | (1) The Company discloses financial information and corporate governance items on its company website: http://www.everlight.com(2) Besides Chinese version, the Company also provides English, Japanese, Korean and simplified Chinese version of official website. The Company has designated appropriate persons as spokesperson to handle information collection and disclosure. The Company discloses related information through MOPS, media, investor conference. In 2025, we have held two investors' conference which on 5/23 and 8/29, which are taped and disclosed on MOPS. We will keep disclose our financial and business information through investors' conference.(3) In 2025, the company announced and declared the quarterly within 45 days and annual financial reports within 90 days(2026/3/13) and the monthly operating situation within 10 days after the month end. | None | |
| (3) Does the company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| financial statements as well as the operating status of each month before the prescribed deadline? | ||||
| 8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (e.g. including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)? | V | (1) The Company has got the certification of ISO9001, TS16949, ISO14001, OHSAS18001, TOSHMS, QC080000, and SA8000 social responsibility system. Additionally, the Company had disclosed 2025 ESG report which is certified by the third party in August, 2026. ESG reports are disclose in Everlight official website annually and also disclose in MOPS.(2) Training/Education of directors is disclosed in MOPS. Training hours of each director in board are more than 6 hours in 2025.(3) The Company has annually purchased liability insurance since 1998 and declare in MOPS. The latest one is reported to the Board on 2025/11/13.(4) The company has adopted a Risk Management Policy, approved by the board of directors on November 12, 2021. The Risk Management Team consists of various risk management units. The team is responsible for effectively analyzing, identifying, and evaluating potential risks to provide the management with a risk management system to mitigate or reduce risks. The risk management system is integrated into daily operations to adjust business strategies, improve performance, and achieve sustainable growth and mission of continuous stability and sustainability. As the highest decision-making body for risk management in the company, | None | |
| the Company has been involved in the development of a risk management system for the past several years. The Company has also developed a risk management system for the past several years to improve the risk management system for the past several years. The Company has also developed a risk management system for the past several years to improve the risk management system for the past several years. | ||||
| 9. Has the Company discussed the following issues and concerns about risk management in the company? | ||||
| 10. Has the Company discussed the following issues and concerns about risk management in the company? |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| the board of directors requires the convener of the Risk Management Team to report on the operation and effectiveness of risk management to the board at least once a year. On 2025/11/13, an internal risk management report was reported to the audit committee and the board. The discussions primarily focused on information security risks and prevention, protection of trade secrets, management of technical data, compliance risks, risks related to business impact from epidemics and wars, and risks associated with green and energy-efficient equipment design. Strategies to address these risks were formulated. The annual implementation report was presented to the board on November 11 of the same year. (5) Succession planning for key management and board members 1. Succession planning for board members: The current board of directors consists of eight members, including four independent directors, with diverse backgrounds spanning electronics, biotechnology, optoelectronics, chemical materials, finance, accounting, and management. They possess the industry decision-making capabilities, risk management skills, and managerial expertise required for executing business operations. The future composition and background of the board will continue to follow the current structure. In planning for board succession, individuals need to possess the |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| necessary expertise, skills, and qualities for their roles, aligning their vision and values with the company's business philosophy and corporate culture. To facilitate succession planning, the company continues to groom senior executives for entry into the board, allowing them to familiarize themselves with board operations and various business units through job rotations. As for independent directors, the company plans to include members from academia and industry to ensure diversity and integrity within the board.2. Succession planning for key management: Employees at or above the departmental level are considered key management personnel. Each individual has completed job descriptions and work instructions for their respective positions, and designated deputies have been assigned. Planned training and development activities are conducted systematically. Additionally, based on the company's development strategy, operational plans, and employee retirement patterns, key talent rotation is implemented to cultivate a diverse range of talents, promoting seamless talent succession. Regarding talent development, the company has initiated succession planning since 2018 as part of its sustainable business strategy. Through a series of assessments and analyses of personality traits and individual strengths and weaknesses, personalized training programs are systematically designed. The |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| first cohort of participants completed their training in 2019, and the company continues to cultivate successors, key experts, and high-potential talents. This comprehensive talent development approach aims to foster a pool of highly skilled and competitive individuals for Epiroc's long-term success.3. Operation of succession planning for key management personnelFrom 2018, the company conducted the "Taiwanese Excellence in Management and Practices Program" in collaboration with National Taiwan University. The program was designed for key management personnel, including the chairman and the CEO. It covered various topics such as leadership, talent development, organizational behavior, financial management and analysis, marketing and brand management, operations management, strategic management, industry competition and growth, and corporate decision-making. Through this specialized training, participants were able to break free from the constraints of existing processes and thinking patterns, develop their potential for creativity and innovation, enhance the efficiency and effectiveness of their current roles, and cultivate their operational and decision-making capabilities.With the rapidly changing economic environment and the accelerated pace of business, it is crucial to ensure that the company's talent pipeline keeps up |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| with the demands. Therefore, the company holds annual strategic meetings for mid- to senior-level executives, including the CEO, to discuss future strategic planning. Talent development needs to be based on practical experience, which is why the company organizes comprehensive manager business simulation exercises, including financial-based business simulations, strategic thinking exercises, and evaluations of the effectiveness of talent development. These exercises aim to cultivate well-rounded successors in business management. The annual training plan includes a talent development ladder, with specific training courses outlined in the diagram below. At the end of each year, a capability assessment is conducted to evaluate the readiness for succession. During monthly employee meetings, the CEO and senior executives deliver speeches to share the company's internal operational focus, external industry knowledge, technological advancements, and exemplary business models with all employees. This sharing serves to disseminate the company's organizational culture and leadership practices in business management, while also fostering the sharing and inheritance of experiences to cultivate future key management talents. | ||||
| 9. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock According to the result of Corporate Governance Evaluation in 2025 announced by Taiwan Stock Exchange, the Company was one of the companies ranking in the36%~50%. In 2025, the Company elected one additional female independent director through a by-election, resulting in independent |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| directors accounting for more than one-half of the Board. In addition, to support the development of ESG, investing in the development of ESG with actual actions, and disclosing the specific measures taken and the implementation results on the company's website, annual report or sustainability report.To safeguard shareholder rights, the Company will continue to enhance information transparency, strengthen communication channels and frequency with stakeholders, and promote sustainable operations and investment in energy-saving equipment. In response to ESG trends, the company will continue to promote workplace diversity, gender equality policies, and invest resources in domestic cultural industries to achieve workplace fairness and cultural diversity. |
(4) Remuneration Committee
A. Remuneration Committee Members' Professional Qualifications and Independent Analysis According to the relevant requirements set by Taiwan's Securities and Futures Bureau, the professional qualifications and independence status of the Company's Remuneration Committee members are listed in the table below.
2025/12/31
| Title(Note 1) Name | Qualifications | Professional qualifications and experience (Note 2) | Independence situation (Note 3) | Number of members who are concurrently members of the compensation and remuneration committees of other public offering companies |
|---|---|---|---|---|
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| Convener and Independent Director | Jung-Chuen Lin | 1. Ph.D., Department of Business Administration, National Chengchi University
2. Deputy Dean of the School of Management, Shizhan University
3. Chairperson of Department of Business Administration, Shizhan University
4. Director of the Institute of Innovation and Entrepreneurship Management, University of Practice
5. The CEO of the International Business English Degree Program, Shizhan University
6. Independent Director of Xiangyu Biomedical Technology Co., Ltd
7. Consultant of Taiwan Academy of Banling and Finance
8. Supervisor of Everlight Electronics
9. Director of Dehwa Construction
10. Supervisor of King Core Electronics
11. General Manager of Sanyang Securities, Director
12. Director and VP of Masterlink Securities
13. VP of Masterlink Investment Consultant
14. AVP of Citibank, Taipei Branch. | (1) Non-employees of the company or its affiliates.
(2) Non-directors and supervisors of the company or its affiliated companies (except if the company and its parent company, subsidiaries or subsidiaries of the same parent company are independent directors established in accordance with this Act or the laws of the local country, this is not the case.).
(3) Others than themselves and their spouses, minor children, or natural person shareholders who hold more than 1% of the company's total issued shares or hold the top ten shares in the name of others.
(4) Spouses, relatives within the second degree of kinship or lineal blood relatives within the third degree of kinship, not the managers listed in (1) or the persons listed in (2) and (3).
(5) Directors of corporate shareholders who do not directly hold 5% or more of the total issued shares of the company, who hold the top five shares, or who designate a representative to serve as a director or supervisor of the company in accordance with Paragraph 1 or |
| --- | --- | --- | --- |
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| Independent Director | Liang-Gee Chen | 1. Minister of Science and Technology 2. Minister of State for Education, Ministry of Education 3. Emeritus Professor, Department of Electrical Engineering, National Taiwan University 4. Vice President of National Taiwan University 5. Associate Dean, School of Electric Power, National Taiwan University 6. Deputy R&D Director, National Taiwan University 7. Director, Institute of Electronics, National Taiwan University 8. Deputy Director, Department of Electrical Engineering, National Taiwan University 9. Director of the Institute of Electronics and the first director of the Institute of Electro-Optics, ITRI 10. Dean of the National Experimental Research Institute 11. Director of Nuvoton Technology Corporation Co., Ltd. 12. Director of GANZIN Co., Ltd. 13. Director of HIMAX Co., Ltd. 14. Independent Director of Vanguard International Semiconductor Co., | Paragraph 2 of Article 27 of the Company Law; Supervisors or employees (except if the independent directors of the company and its parent company, subsidiaries or subsidiaries of the same parent company act concurrently with each other in accordance with this Act or the laws of the local country, this does not apply). (6) The directors, supervisors or employees of other companies whose seats are not the same as the company's directors or whose voting shares are more than half of which are controlled by the same person (but if they are the company or its parent company, subsidiary company, or a child of the same parent company) This does not apply if the independent directors established by the company in accordance with this Act or the laws of the local country serve concurrently.) (7) Directors (council), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse as the chairman, general manager or equivalent of the company (but if they | 3 |
|---|---|---|---|---|
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| | | Ltd.
15. Independent Director of Qisda Co., Ltd.
16. Independent Director of Kinsus Interconnect Technology Co., Ltd.
17. Independent Director of CyberLink
18. Independent Director of Jinli Technology
19. OTC Review Committee Member of OTC Center
20. Director of National Taiwan University Creative and Entrepreneurship Program
21. Executive Director, School of Innovation and Design, National Taiwan University
22. Lecture, Distinguished Professor, Professor, Associate Professor, National Taiwan University
23. Lecturer and Associate Professor, National Cheng Kung University
24. Visiting Researcher, Bell Labs, USA
25. Visiting Scholar, University of Washington
26. Ph.D., M.S., B.S. in Electrical Engineering, National Cheng Kung University | are the company and its parent company), subsidiaries or subsidiaries of the same parent company where independent directors established in accordance with this Act or the laws of the local country serve concurrently with each other, this is not the case).
(8) Non-directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of the shares of a specific company or institution that has financial or business dealings with the company (but if a specific company or institution holds the issued shares of the company) More than 20% of the total, but not more than 50%, and the independent directors of the company and its parent company, subsidiaries or subsidiaries of the same parent company are established in accordance with this Act or the laws of the local country.
(9) Non-professionals, sole proprietors, partnerships, |
| --- | --- | --- | --- |
| Independent Director | Jin-De Ou | 1. Deputy Mayor, Taipei City
2. Minister, Public Construction Commission, Executive Yuan
3. Director-General, Taiwan Area National Expressway Engineering Bureau, MOTC
4. Senior Advisor and Director, Century Development Corporation
5. Director, Century Tech. C&M Corporation
6. Director, UD Corporation
7. Director,Century Biotech Development Co., Ltd.
8. Independent Director, Radium Life Technology Co., Ltd.
9. Independent Director, Elite Advanced Laser Co., Ltd.
10. Director, Jie Zheng Property Service & Management Co., Ltd.
11. Director, UVG Investment Co., Ltd.
12. Director, Far Eastern Electronic Toll Collection Co., Ltd.
13. Director, FETC International Co., Ltd.
14. Chairman, Subic Bay Development and Management Corporation, Inc.
15. Director,CDC Development India Pvt. Ltd.
16. Chairman & CEO, | companies or institutions that provide auditing services for companies or affiliated companies or who have received remunerations in the last two years whose cumulative amount does not exceed NT$500,000 in business, legal, financial, accounting and other related services Business owners, partners, directors (council), supervisors (supervisors), managers and their spouses. However, this does not apply to the members of the Compensation Committee, Public Takeover Review Committee, or Special Committee on Mergers and Acquisitions who perform their functions in accordance with the Securities and Exchange Act or the Mergers and Acquisitions Act.
(10) There is no one of the conditions in Article 30 of the Company Law. | 2 |
| --- | --- | --- | --- | --- |
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| | | Taiwan High Speed Rail Corporation
17. Chairman, Taipei Smart Card Corporation
18. Ph.D. in Soil Mechanics, Case Western Reserve University, USA
19. Bachelor's and Master's Degrees in Civil Engineering, National Cheng Kung University | | |
| --- | --- | --- | --- | --- |
| Independent Director | Gou-Chung Chi | 1. Minister without Portfolio to the Executive Yuan
2. National Policy Advisor to the Office of the President
3. Chair Professor, National Yang Ming Chiao Tung University
4. Chair Professor of Photonics, National Central University
5. Chair, Department of Photonic Engineering, National Chiao Tung University
6. Independent Director, High Power Optoelectronics,Inc.
7. Independent Director, Ubright Optronics Co., Ltd.
8. Director, Saga Biomedical Co., Ltd.
9. Director, TaiCrystal International Technology Co., Ltd
10. Director, best Epitaxy Manufacturing Co., Ltd.
11. Director, Star Energy Power Co., Ltd.
12. Ph.D. in Science and Engineering, Yale University, USA
13. Master’s Degree in Physics, Yale University, USA
14. Bachelor’s Degree in Physics, National Taiwan Normal University | | 2 |
| --- | --- | --- | --- | --- |
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| Independent Director | Ya-Hui Lin | 1. Associate Professor / Assistant Professor, Department of Business Management, National Taipei University of Technology
2. Associate Professor, Department of International Business, Ming Chuan University
3. Project Assistant Professor, Department of Business Administration, Da-Yeh University
4. Postdoctoral Fellow, Center for Research of Strategic Technologies (REST), National Taiwan University
5. Postdoctoral Fellow, Research Center for Humanities and Social Sciences, Ministry of Science and Technology
6. Visiting Scholar, NUS Entrepreneurship Centre, National University of Singapore (Grantee of the 2012 Graduate Students Study Abroad Program, National Science Council) | | 0 |
| --- | --- | --- | --- | --- |
Note : Independent Director Liang-Gee Chen resigned on March 31, 2026.
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B. Remuneration Committee Meeting Status
(a) The Company’s Remuneration Committee consists of 4 members for the time being, who are all independent directors.
(b) from June 12, 2024 to June 11, 2027, and Mr. Chen-En Ko and Mr. Jung-Chuen Lin, the Chairman of the Remuneration Committee, convened 4 (A) regular meetings in 2025. The Committee member attendance was as follows:
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate in Person (%) (B/A) | Note |
|---|---|---|---|---|---|
| Chairman | Jung-Chuen Lin | 4 | 0 | 100% | |
| Member | Liang-Gee Chen | 4 | 0 | 100% | |
| Member | Jin-De Ou | 4 | 0 | 100% | |
| Member | Gou-Chung Chi | 4 | 0 | 100% | |
| Member | Lin,Ya-Hui | 1 | 0 | 100% | The newly appointed member assumed the position starting from August 12, 2025. |
| Annotation: 1. In cases the Board doesn’t adopt or revise Remuneration Committee’s proposals, the Company shall list date/number of the Board meeting, agenda, the Board’s resolution and the Company’s response to Remuneration Committee’s proposal: None. 2. In cases Remuneration Committee members have dissenting opinions or qualified opinions against the resolution and recorded with notes in paper, the Company shall list date, number of the Remuneration Committee meeting, agenda, all members’ opinion and the follow-up of the members’ opinion: None. |
C. The Duty and the Responsibility of the Remuneration Committee
The Company’s Remuneration Committee faithfully following the responsibility of the fiduciary and implementing the duty as following.
All of the suggestions and discussions from the remuneration committee will submit for the Board of Directors.
(a) Regularly formulate and review the policy, regulation, standard, and structure of the managers’ performance and compensation.
(b) Regularly evaluate and formulate the managers’ compensation.
D. The information of the Remuneration Committee Meeting
The information of the company’s salary and compensation reviewed and evaluated by the Company’s Remuneration Committee in 2025 was as follows:
| Meeting Date | Details of Reports and Discussions | The Conclusion of the Remuneration Committee | The Conclusion of the Board of Directors |
|---|---|---|---|
| 2025.03.13 | Supplemental Report on the Amendment to the Articles of Incorporation. | The Committee has reviewed the allocation of a specific percentage of the remuneration for entry-level employees. | |
| The 2024 KPI performance evaluation of the president. | All of the committee members reached a consensus and agreed | Submitted for the Board of Directors and all attendance directors agreed. | |
| The appropriation total of the remuneration to the directors in 2024. | All of the committee members reached a consensus and agreed | Submitted for the Board of Directors and all attendance directors agreed. | |
| The appropriation total of the remuneration to the employee in 2024. | All of the committee members reached a consensus and agreed | Submitted for the Board of Directors and all attendance directors agreed. | |
| 2025.05.13 | The allocation details of the remuneration to the directors in 2024. | All of the committee members reached a consensus and agreed | Submitted for the Board of Directors and all attendance directors agreed. |
| 2025.08.12 | The analysis of the salary structure of the company's managers and the comparison of the salary of the same industry. | Compared with the same industry, the salary of the company's managers is reasonable. | |
| The allocation details of the remuneration to the employee in 2024. | All of the committee members reached a consensus and agreed | Submitted for the Board of Directors and all attendance directors agreed. | |
| 2025.12.23 | The 2026 KPI performance planning and rewards of the president. | All of the committee members reached a consensus and agreed | Submitted for the Board of Directors and all attendance directors agreed. |
(5) Status of corporate social responsibility
(a) Status of corporate social responsibility
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | |||
|---|---|---|---|---|---|
| YES | NO | Explanation | |||
| I. | Has the company established the governance framework for sustainable development and established a fully (or partially) dedicated sustainable development unit? Does the Board of Directors authorize the senior management to handle such matters under its supervision? | V | Everlight adheres to its vision and mission for sustainable development. In 2024, the Company established the “Sustainability Development Office” as a dedicated platform responsible for integrating sustainability-related initiatives and facilitating cross-functional communication. The Board of Directors has authorized senior management to oversee and coordinate sustainability strategies and related initiatives. The Chairman has appointed the head of the Legal Headquarters to serve as the representative of the Sustainability Development Office, responsible for overall sustainability strategy planning, execution, and sustainability information disclosure, and to report progress regularly to the General Manager. To strengthen the Board’s oversight mechanism, the Sustainability Development Office reports regularly to the Board of Directors on the implementation of sustainability initiatives. In 2025, updates were presented at Board meetings held on March 13, May 13, August 12, and November 13, covering topics including sustainability report planning, TCFD climate-related financial risks and opportunities assessment, and greenhouse gas inventory. This enables the Board to continuously supervise the advancement and execution of the Company’s sustainability strategies. | The company’s practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | |
| II. | Does the company assess ESG risks associated with its operations based on the principle of materiality, and establish related risk management policies or strategies? | V | The disclosures presented herein cover the performance of major operating locations for the period from January 1 to December 31, 2025. The boundary of risk assessment encompasses Everlight’s operations in Taiwan (Shulin Headquarters, Yuanli Miaoli Plant) and Tongluo Miaoli Plant) and Mainland China (Wujiang Suzhou Plant and Zhongshan Guangdong Plant). Each location conducts assessments based on the relevance of its operational activities to | The company’s practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures |
|---|---|---|
| YES | NO | Explanation |
| Sustainability | Major Risk Issues | Explanation of Risk Management Policies and Strategies |
| Environmental Protection | Greenhouse Gas Emissions Management | 1. Establish a carbon inventory mechanism to identify greenhouse gas (GHG) emission hotspots across operational sites, and develop medium- and long-term carbon reduction pathways in alignment with government decarbonization policies. |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||||
|---|---|---|---|---|---|---|
| YES | NO | Explanation | ||||
| 2. Evaluate the implementation of a carbon management platform and track emission reduction performance to support the company's transition toward low-carbon operations and net-zero goals. | ||||||
| Energy Management | 1. Implement the ISO 50001 Energy Management System to enhance energy efficiency through the replacement of high-energy-consuming equipment and the use of smart monitoring technologies.2. Actively adopt renewable energy sources to gradually increase the proportion of green electricity usage, while strengthening employee awareness and training on energy conservation. | |||||
| Social Responsibility | Product Quality and Safety | 1. Continuously implement and enhance quality management systems such as ISO 9001 and IATF 16949 to ensure product safety throughout the entire life cycle.2. Adopt and optimize standards including RoHS, REACH, |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||||
|---|---|---|---|---|---|---|
| YES | NO | Explanation | ||||
| and halogen-free requirements to strengthen raw material traceability and regulatory compliance, thereby reducing the risk of product recalls. | ||||||
| Customer Relationship Management | Conduct annual customer satisfaction surveys, and require responsible departments to develop improvement plans for any identified areas of dissatisfaction, with continuous follow-up and monitoring. | |||||
| Talent Attraction, Retention, and Development | 1. Establish a human resource management system aligned with SA 8000 and the Responsible Business Alliance (RBA) Code of Conduct to foster a safe, diverse, and inclusive work environment.2. Implement a credit-based training system and a job rotation mechanism to support career development and improve employee retention. | |||||
| Corporate Governance | Information Security and Privacy Protection | 1. Implement ISO 27001 and TISAX information security management systems, and establish personal data protection policies. | ||||
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||||
|---|---|---|---|---|---|---|
| YES | NO | Explanation | ||||
| 2. Conduct annual cybersecurity drills and training programs to strengthen internal and external defenses against information security risks. | ||||||
| Innovation, R&D, and Intellectual Property Protection | 1. Promote credit-based training programs focused on technical expertise to enhance the skillsets of R&D personnel.2. Encourage employee innovation proposals and cross-departmental R&D collaboration to strengthen technological development and intellectual property protection. | |||||
| III. Environmental Issues(1) Has the company established an appropriate environmental management system based on the characteristics of its industry? | V | Everlight firmly believes that in promoting environmental protection, occupational safety, and health, it is essential not only to comply with applicable regulations but also to align with internationally recognized standards.Everlight's Environmental, Health, and Safety (EHS) policy aspires to achieve the goals of “zero accidents” and “environmental sustainability,” positioning the company as a benchmark for EHS excellence in the global LED industry. To realize this vision, Everlight has adopted the following strategic principles: regulatory compliance, promotion of safety and health, enhanced resource efficiency and pollution prevention, control of | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | |||
| investigations, and the use of the technology to improve the safety of the environment. To realize this vision, Everlight has adopted the following strategic principles: regulatory compliance, promotion of safety and health, enhanced resource efficiency and pollution prevention, control of | ||||||
| investigations, and the use of the technology to improve the safety of the environment. To realize this vision, Everlight has adopted the following strategic principles: regulatory compliance, promotion of safety and health, enhanced resource efficiency and pollution prevention, control of | ||||||
| EHSA, and the use of the technology to improve the safety of the environment. To realize this vision, Everlight has adopted the following strategic principles: regulatory compliance, promotion of safety and health, enhanced resource efficiency and pollution prevention, control of |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| EHS risks, fostering an EHS-conscious culture, building a green supply chain, and fulfilling corporate social responsibility. All Everlight manufacturing sites maintain valid certifications under the ISO 14001:2015 Environmental Management System and ISO 45001:2018 Occupational Health and Safety Management System. In addition, Everlight conducts annual greenhouse gas (GHG) inventories and third-party verifications in accordance with the ISO 14064-1 standard, which serves as a critical foundation for its carbon reduction strategy. Guided by a commitment to continuous improvement, Everlight actively strengthens its performance across key areas including climate change adaptation, pollution prevention and control, energy and resource conservation, waste reduction and recycling, occupational health and safety management, fire and explosion prevention, and earthquake risk mitigation—aiming to minimize overall EHS-related risks. | ||||
| (2) Has the company committed to improving energy efficiency and increasing the use of recycled materials with lower environmental impact? | V | To continuously promote energy conservation, Everlight has implemented the ISO 50001 Energy Management System prioritizing key operating sites for system adoption. Currently, the Shulin Headquarters and Wujiang Suzhou Plant have completed implementation and continue to maintain the effectiveness of the system. The Company actively promotes various energy reduction initiatives, including the adoption of high energy-efficiency equipment and energy-saving designs to reduce both operational and product energy consumption. In 2024, Everlight actively participated in a government-sponsored Energy Performance Contracting (EPC) program. Through this program, multiple facilities replaced inefficient equipment, including high energy | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures |
|---|---|---|
| YES | NO | Explanation |
| Year | 2024 | 2025 |
| Project (Unit) | Total electricity consumption (kWh) | Total electricity consumption (kWh) |
| Everlight HQ | 10,017,400 | 9,539,200 |
| Miaoli Yuanli | 31,541,670 | 31,425,600 |
| Miaoli Tongluo | 14,605,430 | 4,723,211 |
| Total | 56,164,500 | 45,688,011 |
| To comply with regulatory requirements and customer expectations regarding hazardous substance control, Everlight has implemented the IECQ QC080000 Hazardous Substance Process Management System. All production sites have obtained certification and continue to maintain its validity. Through the establishment of a hazardous substance process management framework, Everlight ensures that its products comply with global regulatory requirements and client specifications, including: “Restriction of Hazardous Substances Directive (RoHS) of the European Union REACH (Registration, Evaluation, Authorization and Restriction of Chemicals), The Montreal Protocol on ozone-depleting |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
|---|---|---|---|---|
| YES | NO | Explanation | ||
| substances, Halogen-free standards for electronic products Restrictions on PFOS (Perfluorooctanesulfonic acid) and PFOA (Perfluorooctanoic acid) and their related substances". These efforts reinforce Everlight's commitment to sustainable product stewardship and global environmental compliance. | ||||
| (2) Has the company assessed the potential risks and opportunities of climate change on its current and future operations, and taken corresponding response measures? | V | Everlight places strong emphasis on the impacts of climate change and follows the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) to assess climate-related information, as well as the associated risks and opportunities. In 2025, the Sustainability Development Office coordinated the integration and communication of sustainability-related initiatives. The Chairman appointed the head of the Legal Headquarters as the representative of the Sustainability Development Office to identify climate-related risks and opportunities in accordance with the TCFD framework, which are further evaluated and validated by the Risk Management Committee. From a risk perspective, the Company primarily focuses on physical risks and transition risks associated with climate change, including the impacts of extreme weather events on operating sites and the supply chain, as well as the effects of low-carbon policies, energy price fluctuations, and requirements for carbon emissions disclosure and management on business operations. From an opportunity perspective, the Company also recognizes market | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
| Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | ||
| YES | NO | Explanation | ||
| opportunities arising from the application of energy-efficient products and improvements in energy efficiency, and develops corresponding response measures.To address climate-related risks, the Company has progressively implemented ISO 14001 Environmental Management System, ISO 14064-1 Greenhouse Gas Inventory, and ISO 50001 Energy Management System across key operating sites, all of which have obtained third-party verification (for certificate validity periods and certified sites, please refer to the Company's official website).In addition, the Company takes into account relevant environmental regulations and stakeholder expectations, and continues to promote energy conservation, carbon reduction initiatives, and energy efficiency improvement programs. Annual targets for electricity and water conservation are established, with progress regularly monitored to reduce environmental impacts during operations and enhance the Company's climate resilience. | ||||
| (3) Has the company compiled data over the past two years on its greenhouse gas (GHG) emissions, water consumption, and total waste generated, and formulated policies for GHG reduction, water conservation, or other forms of waste management? | V | In the face of threats posed by extreme climate events, Everlight adopts the ISO 14064-1 Greenhouse Gas Inventory Standard to manage its emissions. The company has established clear GHG reduction targets and formulated corresponding mitigation measures. It continues to implement ISO 14064-1 standards and actively seeks third-party verification to ensure transparency and credibility in its carbon management practices.Greenhouse Gas (GHG) emissions for the most recent two years are presented below. In 2024, the disclosure boundary covered Everlight's Shulin Headquarters, Yuanli Miaoli Plant, Tongluo Miaoli Plant, Wujiang Suzhou Plant, and Zhongshan Guangdong Plant. In 2025, the Tucheng New Taipei Plant was additionally included in the calculation boundary. The following primarily | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | |
| is based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the current standard of the GHG. The company's practices are based on the --- | Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | | YES | NO | Explanation | | | | | disclose GHG emissions data for Scope 1 and Scope 2. Scope 3 emissions are partially disclosed and do not cover the full boundary described above. | | | Year | 2024 | 2025 | | Projects (Units) | Emissions (Metric tons of CO2e) | Intensity (Metric tons of CO2e per million NTD of revenue) | Emissions (Metric tons of CO2e) | Intensity (Metric tons of CO2e per million NTD of revenue) | | Parent Company and Production facilities of subsidiaries | Scope1 | 1,750.17 | | 1,979.82 | | Scope2 | 83,841.48 | 79,902.02 | | Scope3 | 5,094.09 | 3,348.47 | | Subtotal | 90,685.74 | 85,230.31 | | Subsidiaries | Scope1 | - | | | Scope2 | - | | | Subtotal | - | | | Total | 90,685.74 | | 85,230.31 | | Greenhouse Gas Emissions Over the Past Five Years (From 2021 to 2023, the disclosure boundary covered the Yuanli Miaoli Plant, Tongluo Miaoli Plant, Wujiang Suzhou Plant, and Zhongshan Guangdong Plant. In 2024, the Shulin Headquarters was additionally included, and in 2025, the Tucheng New Taipei Plant was further incorporated into the disclosure boundary.) | --- | Assessment Item | Implementation Status (Note) | | | | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | | | | Year | Scope 1 | Scope 2 | | | | | | | 2021 | 985.9143 | 111025.0840 | | | | | | | 2022 | 1,614.2000 | 89,646.1000 | | | | | | | 2023 | 1,111.2983 | 80,203.2241 | | | | | | | 2024 | 1,750.1713 | 83,841.4800 | | | | | | | 2025 | 1,979.8232 | 79,902.0229 | | | | | | | For 2024, the greenhouse gas (GHG) inventory for the Company and its major production sites under its subsidiaries (Yuanli Miaoli Plant, Wujiang Suzhou Plant, and Zhongshan Guangdong Plant) has completed third-party verification in 2025, and the verified results have been updated and disclosed accordingly. For 2025, the GHG inventory for each site has been completed. The verified data will be disclosed in the following year's annual report upon completion of third-party verification. ● In water resource management: Over the past five years, water usage has been disclosed for Everlight's facilities including the Everlight headquarters in Shulin, Miaoli Yuanli Plant, Miaoli Tongluo Plant, Wujiang Plant in Suzhou, and Zhongshan Plant in Guangdong. Water usage is measured in millions of liters (ML), with intensity expressed as millions of liters per person (ML/person). | | | | | | | | | Year | Water consumption | Water intensity | | | | | | | 2021 | 405 | 0.0848 | | | | | | | 2022 | 685 | 0.175 | | | | | | | 2023 | 733 | 0.1706 | | | | | | | 2024 | 700 | 0.1856 | | | | | | | 2025 | 634 | 0.2293 | | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | In waste management: Everlight actively promotes process optimization and is committed to resource recycling and reuse, aiming to achieve a dual strategy of reducing environmental pollution and maximizing resource efficiency. The company strictly prohibits the import or export of any form of waste and consistently upholds the principle of making full use of recyclable or reusable resources, in line with its environmental protection values. Industrial waste is properly classified based on its characteristics. Waste that cannot be directly processed internally is handled through partnerships with certified third-party contractors. All Everlight production sites have obtained certification under the ISO 14001 Environmental Management System, and the relevant certificates are publicly disclosed on the Everlight official website. Waste Discharge Over the Past Five Years(Disclosure scope includes the Shulin Headquarters, Yuanli Plant, Tongluo Plant, Suzhou Wujiang Plant, and Zhongshan Plant; Unit: metric tons.) | | | | | | Year | Total waste emissions | | | | | 2021 | 1658.37 | | | | | 2022 | 2464.34 | | | | | 2023 | 2931.49 | | | | | 2024 | 2636.23 | | | | | 2025 | 1775.40 | | IV. Social Issues (1) Has the company established relevant management policies and procedures in | V | | Everlight places strong emphasis on and respects human rights, and is committed to creating a safe and dignified working environment. In accordance with applicable regulations and international human rights standards, the Company has established | The company's practices are broadly consistent with the Corporate Governance Best | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | accordance with applicable laws and international human rights conventions? | | | human rights policies and related management procedures. With reference to internationally recognized standards, including the Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights (UNGPs), and the core conventions of the International Labour Organization (ILO), Everlight incorporates human rights protection as a fundamental principle in its operational management. The human rights policy applies to employees, suppliers, and interactions with other stakeholders.In terms of management systems, Everlight is a member of the Responsible Business Alliance (RBA) and implements human rights and labor management practices in accordance with the RBA Code of Conduct. The Company conducts regular due diligence to ensure that its operations comply with international human rights and labor standards. In addition, Everlight has adopted the SA8000 Social Accountability Management System to further strengthen labor rights protection and workplace management.In terms of implementation, the Company continuously enhances employee awareness of human rights issues through education and training. In 2025, in addition to providing human rights training for new employees, Everlight also conducted multiple training sessions on human rights and workplace respect for existing employees, totaling 10 sessions throughout the year. For RBA awareness training, a total of 101 participants across the Group were trained, with cumulative training hours reaching 137 hours. Going forward, the Company will continue to promote human rights training and related management measures to mitigate potential human rights risks and advance sustainable development. | Practice Principles for TWSE/TPEx Listed Companies. | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | (2) Has the company formulated and implemented reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately linked employee remuneration to business performance or results? | V | | Everlight is firmly committed to the value of workplace diversity and believes that cultivating future talent under the principle of mutual respect and inclusion allows the industry to benefit from the full potential of global human capital. The company advocates that its workforce composition should reflect the social landscape. A diverse management team and employee base enhance the company's competitiveness and contribute to sustainable development. **Linking Business Performance to Employee Compensation** According to Article 20 of the company's Articles of Incorporation, when the company records a profit for the year, 6% to 12% of the annual earnings shall be allocated as employee compensation and up to 1% as compensation to directors and supervisors. Employee compensation may be distributed in the form of stock or cash and may also be granted to employees of affiliated or subsidiary companies meeting specific criteria, as determined by the Board of Directors. Of the employee compensation amount mentioned above, no less than 20% shall be allocated to non-executive (rank-and-file) employees in accordance with the Securities and Exchange Act. However, if the Company has accumulated losses, an amount sufficient to offset such losses shall first be reserved, and only thereafter shall employee compensation and remuneration for directors and supervisors be allocated based on the aforementioned ratio. Employee compensation at Everlight includes monthly salary, performance bonuses distributed on a monthly basis, and profit-sharing (bonuses) based on the company's annual profitability. | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | Performance bonuses and annual profit-sharing are designed to reward contributions and motivate continued excellence. By linking employee rewards to company and shareholder success, Everlight aims to achieve a win-win outcome for the company, its shareholders, and its employees. The total amount and distribution of performance bonuses and profit-sharing are determined based on the company's operating results and benchmarked against industry standards in Taiwan. The Compensation Committee proposes the allocation plan to the Board of Directors for approval. Once approved, the distribution of employee compensation is determined based on position, contribution, and individual performance. **Employee Welfare Measures** Since its establishment in 1983, Everlight has prioritized creating a stable working environment that enables employees to work without concern for their livelihood. In accordance with the Labor Standards Act, the company has established work rules and formed a Supervisory Committee for Labor Retirement Reserves to oversee the funding and management of employee retirement reserves. Additionally, the Employee Welfare Committee is responsible for planning and managing the annual employee welfare budget and expenditures. (For details on employee benefits, please refer to Section V – Labor Relations.) **Workplace Diversity and Gender Equality Policy** Everlight is committed to providing a safe and inclusive working environment. The company promotes diversity in hiring, fair compensation, and equal opportunities for promotion. It ensures | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | that employees are not subject to discrimination, harassment, or unfair treatment on the basis of race, gender, religion, age, political affiliation, or any other status protected under applicable laws. Furthermore, employee compensation, incentives, training, and advancement opportunities must not be influenced by factors such as ethnicity, religion, gender, age, beliefs, political stance, pregnancy, or gender identity. | | | (3) Does the company provide a safe and healthy working environment for employees and conduct regular safety and health education and training programs? | V | | Environmental, Health, and Safety (EHS) Policy The core focus of Everlight’s Environmental, Health, and Safety (EHS) Policy is to foster a safe working environment, actively prevent occupational injuries and illnesses, and promote employee physical and mental well-being through health education and training. The company emphasizes awareness and accountability across all levels of staff, aiming to embed EHS into its corporate culture. Key training programs include prevention of unlawful harm and occupational safety and health, which are mandatory for all new employees. In addition, in compliance with legal requirements, Everlight provides regular retraining sessions for employees holding relevant certifications to ensure their knowledge and skills remain up to date with evolving regulations and industry standards. In 2025, a total of 3,688 employees across all facilities completed Environmental, Health, and Safety (EHS) orientation training. In addition, 7 participants completed initial professional certification training, and 12 participants completed refresher training. EHS Certification and Safety Governance | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | In 2025, all Everlight operating sites obtained ISO 45001 certification (for certificate validity periods and certified site information, please refer to the Company's official website)The company's Environmental, Health, and Safety (EHS) objectives are as follows:1. Comply with applicable EHS, energy, and other regulatory requirements as well as customer-specific demands.2. Conserve resources, support green procurement, and implement pollution prevention and industrial waste reduction.3. Continuously improve energy performance and voluntarily undertake greenhouse gas (GHG) inventory, control, and reduction.4. Integrate principles of clean production and eco-design into product development and services.5. Improve workplace safety and employee health while promoting a zero-accident culture.6. Encourage personnel participation and commitment to EHS policies, aiming to achieve sustainable business operations.Everlight has established Safety and Health Committees at its Shulin, Yuanli, Tongluo, and Suzhou Wujiang sites. These committees consist of both labor representatives and management personnel and are responsible for supporting the development of a robust occupational health and safety management system. Quarterly meetings are held to discuss topics such as OSH management plans, risk assessments, regulatory compliance, and monitoring or inspection outcomes. Notably, more than one-third of each committee's members are labor representatives, ensuring that workers have a voice in management, policy feedback, and | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | decision-making. Although a Safety and Health Committee has not been established at the Zhongshan Plant, EHS functions are managed in accordance with ISO 45001 standards through the local ESH unit. This approach enhances employee engagement and accountability, while also contributing to Everlight's social reputation and competitive advantage. In 2025, Everlight recorded a total of 6 occupational injury incidents (5 in Wujiang Suzhou and 1 in Zhongshan Guangdong), representing 0.22% of the total workforce at year-end 2025. Following each incident, the responsible unit immediately reported the case to the EHS unit. Upon receiving the notification, the EHS unit initiated an occupational incident investigation to identify the root causes. Labor representatives participated in the investigation process to ensure that workers' rights were fully protected. Corrective actions were also implemented to prevent recurrence of similar incidents. Most occupational incidents in 2025 were related to machinery entanglement injuries and traffic accidents. In response, the Company has strengthened relevant training programs and awareness initiatives to mitigate future risks. During the reporting year, there were no fatalities, occupational injuries, or occupational diseases involving non-employee workers across all facilities. In addition, no fire incidents occurred in 2025. | | | (4) Has the company established effective training programs for career development and | V | | Employee development is a critical factor in the company's continued growth, and Everlight firmly believes that its long-term success is closely tied to the ongoing advancement of its | The company's practices are broadly consistent with the | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | skill enhancement for its employees? | | | workforce. To foster this growth, the company integrates internal and external resources to offer diverse learning opportunities and meaningful work experiences, thereby cultivating a dynamic and inclusive learning environment. The company also implements the “Everlight Credit System 2.0” to promote goal-oriented, disciplined, and well-planned talent development in alignment with its core values. **Everlight’s talent development strategy** is centered on two pillars: preparing future-ready capabilities and unleashing learning momentum. The company emphasizes proactive capability building and implements structured talent pipeline management. Development programs are tailored to meet individual employee needs through a combination of experiential learning, feedback and mentoring, formal training, and volunteer engagement. To further enhance learning autonomy, employees are supported with comprehensive in-person and digital learning resources. The company fosters a strong learning culture by offering a wide range of training methods, including on-the-job training, classroom sessions, online learning, job coaching, mentorship programs, and job rotation. **Comprehensive Training Framework and Curriculum:** **New Hire Series:** Basic onboarding training, production line practice, product and quality orientation, and on-the-job training (OJT). **Managerial Development Series:** -Senior Managers: Corporate governance, leadership, strategic talent development, team management, and performance | Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | management. -Middle Managers: Project management, execution accountability, team collaboration, and communication. -First-line Supervisors: Core training for new supervisors, frontline leadership, and on-site management (TWI), including 5S and supervisor pipeline development. Professional Skills Programs:Courses covering product lines, crisis management, negotiation skills, LED manufacturing processes, patent-related training, project management, sales skills, customer relationship management, and quality control methodologies. Quality Management Programs:Core training programs related to ISO 9001, IATF 16949, and QC 080000, among other key quality management systems. Employee Assistance Programs:Courses on AI applications, operating systems and software skills, emotional and stress management, and health-related seminars. Diverse Learning Channels: External trade shows, professional seminars, and job-function-based external training. E-Learning Platform: Everlight has developed an in-house online learning platform, providing flexible, on-demand, and location-independent learning resources to all employees. In 2025, Everlight conducted approximately 95,852 hours of training. On average, general employees received over 40 hours of training per person, while management personnel received an average of 79 hours. Overall course satisfaction exceeded 96%, with employees expressing high levels of practical application and benefits gained from the programs—effectively fulfilling the company's training policy of "learning for application and applying | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | what is learned.” | | | (5) With regard to customer health and safety, privacy protection, marketing, and labeling, does the company comply with relevant laws and international standards, and has it developed policies and grievance mechanisms to safeguard consumer or client rights? | V | | In terms of customer health and safety management for products and services, Everlight complies with applicable regulations and international standards, and has implemented the ISO 9001 Quality Management System and the IATF 16949 Automotive Quality Management System to ensure that product quality and safety meet customer and regulatory requirements. In addition, the Company's products comply with international environmental and chemical management regulations, including RoHS and REACH, to ensure conformity with regulatory requirements across various markets. Regarding the protection of customer information, Everlight adheres to relevant international standards and has implemented the ISO 27001 Information Security Management System and the TISAX automotive information security standard. In addition, the Company has established information protection policies and standard operating procedures to ensure that only authorized personnel have access to specific customer engineering and production information. With respect to customer privacy protection, Everlight has implemented the ISO 27701 Privacy Information Management System. In accordance with the internal procedure “PRO-0000226 Personal Data Protection Management Policy,” the Company has established a Personal Data Protection Task Force, supported by personnel certified as ISO 27001 Lead Auditors in privacy information management systems, to assist in planning and implementing privacy protection measures. For grievance handling, Everlight provides multiple communication channels. Customers and consumers may submit | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | complaints through a dedicated email address ([email protected]) | | | (6) Has the company formulated a supplier management policy that requires suppliers to comply with relevant standards on environmental protection, occupational safety and health, and labor and human rights, and does it monitor the implementation of such standards? | V | | Everlight has established a Supplier Management Policy and a “Supplier Code of Conduct,” requiring suppliers to comply with applicable regulations and international standards in areas including environmental protection, occupational health and safety, labor and human rights, and business ethics. The Company’s “Supplier Code of Conduct” is developed with reference to multiple international initiatives and standards, including the United Nations Global Compact (UNGC), the Universal Declaration of Human Rights, the Social Accountability International standard (SA8000), and the Responsible Business Alliance (RBA) Code of Conduct. The purpose is to require suppliers to adhere to relevant standards on human rights protection, labor rights, environmental protection, occupational health and safety, and business ethics in their operations, and to ensure that their business conduct complies with the laws and regulations of the countries in which they operate. This Code applies to all suppliers, as well as their subsidiaries, affiliates, and contractors, that provide products or services to Everlight. As a member of the Responsible Business Alliance (RBA), Everlight requires its suppliers to comply with the RBA Code of Conduct, covering labor, health and safety, environmental protection, ethics, and management systems. To strengthen supply chain management, Everlight has established supplier evaluation and audit mechanisms. New suppliers are subject to selection assessments, and existing suppliers undergo regular evaluations. Through self-assessment questionnaires, document reviews, and, where necessary, on-site audits, the | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | --- | Assessment Item | Implementation Status (Note) | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | | YES | NO | Explanation | | | | | Company evaluates suppliers' management performance in areas such as environmental protection, occupational health and safety, and labor and human rights. In addition, the Company supports suppliers in enhancing their sustainability management capabilities through training, experience sharing, and ongoing communication, thereby strengthening overall supply chain sustainability and risk management. The specific implementation of supplier management is presented in the table below | | | Supplier Evaluation | Supplier Audit | Supplier Outreach | | All new suppliers must undergo evaluation by the Supplier Audit Task Force and are required to comply with the Supplier Code of Conduct. | The company has established a Supplier Audit Task Force, which conducts quarterly performance evaluations of raw material suppliers. If a supplier fails to demonstrate effective improvement, the relevant departments | Suppliers are required to submit updated SA8000 and RBA Self-Assessment Forms annually. These self-assessment tools serve as a basis for communication and performance improvement, particularly in | | All raw material suppliers must be certified under the ISO 9001 Quality | | | --- | Assessment Item | Implementation Status (Note) | | | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | | | Management System. • Raw material suppliers must comply with RoHS or other relevant environmental regulations, as well as the quality requirements stipulated in contractual agreements. • Raw material suppliers are required to sign the following documents: 1. Supplier Social Responsibility Commitment Letter and SA8000 Self-Assessment Questionnaire 2. RBA Code | (including the supplier) must form a QIT (Quality Improvement Team) to implement corrective actions. These are tracked through quality meetings and feedback via improvement reports to ensure ongoing quality performance monitoring. | areas such as environmental protection, occupational safety and health, workplace hygiene, employee well-being, fire safety maintenance, regulatory compliance risk, business ethics, and conflict minerals management. | | --- | Assessment Item | Implementation Status (Note) | | | | | Departures from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | --- | --- | | | YES | NO | Explanation | | | | | | | | of Conduct Compliance Declaration and Supplier RBA Self-Assessment Form | | | | | V. Has the company prepared sustainability or other non-financial information reports in reference to internationally recognized reporting standards or guidelines? Has such a report been assured or verified by an independent third party? | V | | Everlight prepares and discloses sustainability information in accordance with internationally recognized reporting frameworks, including the GRI Standards 2021, the SASB Standards, and the TCFD framework. The Company publishes an annual Sustainability Report in both Chinese and English to enhance the transparency of its non-financial information disclosure. The Company's Sustainability Report is independently verified by AFNOR Asia, Ltd. in accordance with the GRI Standards 2021 and the AA1000 Assurance Standard (AA1000AS v3). The Report has obtained a Type 1 moderate assurance statement, ensuring the reliability and completeness of the disclosed information. | | | The company's practices are broadly consistent with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. | | VI. If the company has established its own Sustainability Development Best Practice Principles in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," please describe its implementation status and any differences between the two: Everlight has formulated its own "Sustainability Development Best Practice Principles" based on the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies." The provisions are generally in alignment with the said guidelines. | | | | | | | | VII. Other Key Information Relevant to the Implementation of Sustainability Initiatives: For further details, please refer to Everlight's Sustainability Section on the company website or consult the Everlight Sustainability Report. | | | | | | | B. Climate-Related Information of TWSE/TPEx Listed Company (a) Implementation of Climate-Related Information Item Implementation status --- -82- | 1. Describe the supervision and governance of climate-related risks and opportunities by the board of directors and management. | Everlight closely monitors global climate change trends and international response strategies. In alignment with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the company discloses climate-related information—including associated risks and opportunities—through key corporate reports. Everlight is committed to both climate change mitigation and adaptation efforts, conducting ongoing analyses and controls of internal energy consumption to actively reduce greenhouse gas (GHG) emissions. | | --- | --- | | | To address the high degree of uncertainty in climate-related developments and to keep pace with rapidly evolving policy and market dynamics, the company regularly convenes senior management from various departments to identify significant climate-related risks and opportunities. Additionally, Everlight assesses the potential impacts of extreme weather events—such as floods, droughts, typhoons, and high temperatures—on its operational sites. These evaluations support a comprehensive understanding of the external climate environment and market shifts, which in turn informs the company's strategic business planning. | | | Everlight adheres to its commitment to sustainable development. In 2024, the Company established the "Sustainability Development Office" as a dedicated platform responsible for integrating sustainability-related initiatives and facilitating cross-functional communication. The Board of Directors has designated senior management to oversee and coordinate sustainability strategies and related initiatives. The Chairman has appointed the head of the Legal Headquarters as the representative of the Sustainability Development Office, responsible for overall sustainability strategy planning, execution, and sustainability information disclosure, and to report progress regularly to the General Manager. To strengthen the Board's oversight mechanism, the Sustainability Development Office reports regularly to the Board of Directors on the implementation of sustainability initiatives. In 2025, updates were presented at Board meetings held on March 13, May 13, August 12, and November 13, covering topics including sustainability report planning, TCFD climate-related financial risks and opportunities assessment, and greenhouse gas inventory, enabling the Board to continuously oversee the implementation of the Company's sustainability strategies. | | | In addition, in accordance with Article 4 of the Company's "Risk Management Policy" approved by the Board of Directors, Everlight has established a Risk Management Committee. The Committee is convened by the Executive Vice President, with the Legal Department serving as the meeting secretariat, and includes risk management representatives appointed by each division as members. The Committee is responsible for formulating risk management frameworks, identifying risk levels, and reviewing and monitoring risk matters, and has | --- -83- | | incorporated climate-related risk management into the scope of the Company’s global operational risk management. With respect to climate change, the Sustainability Development Office collaborates with the Risk Management Committee to identify transition risks, physical risks, and transition opportunities in accordance with the TCFD framework. Relevant risk management units are engaged to assess the impact of climate-related risk factors on their respective functions and to evaluate and prioritize their materiality. The Company regularly reviews the effectiveness of its risk management mechanisms in accordance with its internal control system, including the appropriateness of climate-related sustainability disclosures and related management processes. In alignment with the implementation roadmap for sustainability information internal controls and the adoption of IFRS S1 and S2, Everlight will continue to strengthen governance-level disclosures and oversight mechanisms for risk management information | | --- | --- | | 2. Explain how identified climate risks and opportunities affect the company's business, strategy, and finances (short-term, medium-term, long-term). | EVERLIGHT follows the guidance of the TCFD framework for assessing climate risks, collaborating with external consultants and research institutions to gradually develop methods and procedures for measuring climate risks. Everlight actively develops and evaluates mitigation and adaptation strategies to reduce the potential operational and financial impacts arising from climate change, thereby enhancing the Company’s overall climate resilience. The Company defines the short-term as within three years, the medium-term as three to five years, and the long-term as beyond five years. Based on these time horizons, Everlight assesses the potential operational and financial impacts associated with climate-related risks and opportunities, and formulates corresponding action plans to effectively respond to such risks and opportunities | | | Risk Categories and Opportunities | Short term (1~3 years) | Medium term (3~5 years) | Long term (more than 5 years) | | Risk | Transition Risks The risks associated with transitioning to a low-carbon economy. Transition risks include regulatory, technological, market, | Greenhouse gas emissions cap and carbon tax/fee. | 1. Consumer demand and preference shifts 2. Transition to low-carbon technologies 3. | The net zero emissions trend | --- | | | and reputational risks. | | Implementation of new renewable energy regulations4. Inadequate climate adaptation actions leading to declining brand reputation | | | --- | --- | --- | --- | --- | --- | | | | Physical Risks Immediate physical risks stem from weather-related events such as storms, floods, droughts, etc., with their severity and frequency increasing over time. Long-term physical risks arise from prolonged changes in climate patterns, including shifts in precipitation levels and temperatures, which may result in rising sea levels, reduced availability of water resources, etc. | The extreme changes in climate patterns, including tropical cyclones such as typhoons, bring with them increased rainfall intensity, resulting in greater power and causing an increase in floods, damaging the company's operational assets. | The severe drought triggers a water shortage crisis, leading to disruptions in the supply chain. | The average temperature rises. | | | | Opportunities | Climate Opportunities Potential positive impacts arising from climate change on an | Research and innovation in new low-carbon products and | Enhancing resource efficiency. | --- | | | entity. Efforts undertaken to mitigate and adapt to climate change may create climate-related opportunities for the Company. | services. | | | | --- | --- | --- | --- | --- | --- | | | Everlight Electronics conducts assessments on the aforementioned risks, presenting climate-related risks and opportunities that may have significant financial impacts, along with the following response strategies: | | | | | | | Transition Risks/Climate Opportunities | | | | | | | Risk/Oppportunity | Financial impact -/+ | | Response strategies | | | | R: Greenhouse gas emissions cap and carbon tax/fee | - Paying carbon fees (Tax) increases operating costs. | | •Actively monitor the progress of regulatory updates. •Strengthen research and development to enhance energy efficiency. •Invest in energy-saving equipment. | | | | R: Implementation of new renewable energy regulations | - Purchasing renewable energy certificates increases operating costs. - Violating regulatory requirements results in fines, leading to an increase in operating expenses. | | | | | | R: Uncertainty in the Effectiveness of Low-Carbon Technology Investments | - Increased capital and operational costs associated with the deployment of low-carbon technologies. | | •Focus investments on key products where low-carbon technologies are most essential and impactful. | | | R: Changing customer needs and preferences | - Decrease in market sales leading to a decline in revenue | | •Continuously invest in the research and development of low-carbon products •Utilize raw materials with low carbon footprints •Innovate in the development of green products | | | | O: Research and innovation in new low-carbon products and services | + Increase the sales proportion of low-carbon products, thereby increasing revenue | | | | | --- | | R: Customer-specified low-carbon technology | - Developing new processes, increasing research and development costs, with the risk of financial loss if the development fails. | •Establishing project research and development teams. | | --- | --- | --- | --- | | | R: Growing Concern and Negative Feedback from Stakeholders | - Failure to meet stakeholder expectations may lead to lower ESG ratings, which could directly or indirectly affect stock performance. | •Progressively achieve carbon reduction targets, disclose implementation results transparently, and strengthen communication channels to ensure timely and effective information dissemination. | | | O: Enhance corporate reputation | + Enhance fundraising accessibility and reduce the cost of capital. | •Enhance corporate green image through transparent disclosure. •Strengthen corporate governance to establish a culture of prioritizing and taking action on climate-related issues. •Improve sustainability rating scores to build a positive image. | | | | | | | | Physical Risks/Climate Opportunities | | | | Risk/Oppportunity | Financial impact -/+ | Response strategies | | | R: Extreme changes in climate patterns, such as tropical cyclones bringing heavier rainfall, leading to increased flooding. | - Factory shutdowns leading to decreased revenue. - Damage to machinery and equipment resulting in | •Consideration of flood risks in the location selection of new factory sites. •Assessing flood risks at production sites and implementing risk mitigation measures. | | --- | | R: Supply chain disruptions (drought). | property loss -Increased operating costs due to rising raw material prices -Decreased production leading to decreased revenue" | •Developing alternative raw materials. •Establish water recycling equipment | | --- | --- | --- | --- | | | R: Increase in average temperature O: Enhance energy efficiency | -Increased electricity costs leading to higher operating expenses (R) -Price increases due to shortages of raw materials (R) -Increased costs or decreased production resulting in reduced revenue (R) +Decrease in electricity costs (O) | •Using renewable energy •Developing alternative raw materials •Procuring energy-saving equipment •Implementing an environmental management system to track energy usage | | | | | | | 3. Describe the financial impact of extreme weather events and transition actions. | Financial Impacts of Extreme Weather Events: Through discussions, identification, and evaluation conducted by the Risk Management Task Force, Everlight has identified extreme weather events—such as floods, droughts, and heatwaves—as potential risks to its production and logistics operations.Flooding caused by heavy rainfall may result in temporary production shutdowns and equipment damage, leading to short-term disruptions in product shipments. Drought and water shortages may affect the normal operation of production lines; during such periods, the Company may need to reduce water usage or reallocate supply from other facilities to maintain product delivery. Heatwaves, resulting in elevated temperatures, increase the load on air conditioning systems and equipment, thereby raising electricity consumption and associated costs. In certain regions, power restrictions may lead to unstable indoor temperatures within facilities, potentially affecting the lifespan of instruments and equipment, increasing maintenance costs, or leading to premature asset retirement. Collectively, these extreme weather events may contribute to increased | | | --- | | operating costs. Financial Impacts of Transition Actions: Under transition risks, the shift toward a low-carbon economy may involve extensive changes in policies and regulations, technologies, and market dynamics, including carbon pricing and greenhouse gas emissions cap regulations, renewable energy requirements, and evolving customer preferences for low-carbon products. These factors may lead to increased operating costs or reduced sales volume. Considering that Everlight currently offers products with energy efficiency labels or environmentally friendly design features, and continues to invest in innovation and diversify its product portfolio, market sales have not been significantly impacted under current scenarios. Therefore, the Company places greater emphasis on analyzing the impact of low-carbon transition actions on operating costs. To address such transition risks, Everlight has implemented various energy-saving and carbon reduction measures, including reducing energy consumption across operations and the supply chain, minimizing water usage, and lowering the climate impact of waste. The Company also focuses on improving energy efficiency, planning investments in green energy infrastructure, and advancing research and development of green products to meet the needs of both commercial clients and general consumers. These actions are expected to result in increased capital expenditures and operating costs for the Company. | | --- | --- | | 4. Explain how the process of identifying, assessing, and managing climate risks is integrated into the overall risk management system. | Everlight has established a Risk Management Task Force in accordance with Article 4 of the Risk Management Policy approved by the Board of Directors. The Task Force is convened by the Executive Vice President, with the Legal Department serving as the meeting secretariat, and risk management representatives appointed by each functional division acting as members. The Task Force is responsible for formulating the risk management framework, identifying risk levels, and reviewing and monitoring risk-related matters. Climate-related risk management has been incorporated into Everlight’s overall global operational risk management framework. Risk management meetings are convened at least semi-annually to track the implementation status of risk control measures across all units, with the operational status and effectiveness reported to the General Manager and the Board of Directors. For climate change-related issues, the Sustainability Development Office, in collaboration with the Risk Management Task Force, identifies transition risks, physical risks, and climate-related opportunities in alignment with the TCFD framework. Relevant risk management execution units are engaged to assess the impact of climate risk factors on their respective areas of responsibility and to evaluate their materiality. The Company also conducts regular reviews of the effectiveness of its risk management mechanisms in accordance with the internal control system, including the appropriateness of climate-related sustainability disclosures and related management processes. In alignment with the implementation of sustainability-related internal control systems and IFRS S1/S2, Everlight | --- | | continues to strengthen governance-level disclosure and oversight mechanisms for risk management information. | | --- | --- | | 5. If scenario analysis is used to assess resilience to climate change risks, describe the scenarios, parameters, assumptions, analysis factors, and major financial impacts used. | The Sustainability Development Office and the Risk Management Task Force of Everlight, based on the climate-related risks and opportunities identified in 2024, along with the corresponding strategies and actions, conducted a materiality assessment of climate-related risks and opportunities in 2025. For those risks and opportunities identified as material, scenario analysis was applied to evaluate the potential financial impacts and strategic resilience under varying external conditions in response to future climate change risks. The Company adopted global net-zero emission targets and the policy objectives of countries where it operates as the basis for scenario development. Specific transition and physical risks were analyzed to assess the potential impacts of global greenhouse gas emission control trends on the Group and its supply chain. Current decarbonization initiatives were also incorporated into the overall assessment to evaluate the financial implications associated with climate-related risks.The scenario analysis was constructed based on publicly available data and information. For transition risk scenarios, references included the World Energy Outlook 2022 (WEO 2022) published by the International Energy Agency, the “Taiwan’s Pathway to Net-Zero Emissions by 2050” released by the National Development Council in 2022, and Taiwan’s 2030 Nationally Determined Contributions (NDC), which target a 28±2% reduction in net greenhouse gas emissions from the baseline year (2005) by 2030. In addition, the carbon fee policy announced by the Ministry of Environment, proposing a levy of NTD 300 per metric ton of carbon emissions, was also considered. For physical risk scenarios, references included the Taiwan Climate Change Projection Information and Adaptation Knowledge Platform (TCCIP), the 3D disaster potential map data provided by the National Science and Technology Center for Disaster Reduction, and the Fifth Assessment Report (AR5) published in 2014 by the Intergovernmental Panel on Climate Change.Example of Material Risk R3:Risk Item: Due to changes in policies and regulations, enhanced greenhouse gas (GHG) emissions disclosure requirements may mandate the expansion of GHG inventory boundaries. This may require additional investments in inventory mechanisms, system implementation and maintenance, as well as routine annual inventory, verification, and reporting processes, thereby increasing operational costs.Potential Response Strategy: Implement a GHG inventory management framework and digitalized information systems to support the Company’s dual transformation objectives.Scenario Assumption: Under an aggressive transition scenario aligned with limiting global | --- | | warming to 1.5°C, a stress-testing scenario is established assuming that IFRS S2 climate-related disclosures will be fully implemented by 2032, requiring comprehensive disclosure of Scope 3 (value chain) emissions. Parameters and Assumptions: • Expansion of GHG inventory boundaries from Scope 1 and Scope 2 to include major Scope 3 categories • Annual GHG inventory and third-party verification • Implementation of GHG management information platforms and data management systems • Enhancement of climate-related disclosure and reporting mechanisms Analytical Factors: • Strengthened regulatory disclosure requirements • Expansion of inventory scope • Reinforced verification and reporting systems • Implementation of carbon management information systems Key Financial Impacts: Potential increases in operating costs related to the establishment of GHG inventory systems, implementation of information systems, third-party verification, and additional management personnel. Response Strategy and Resilience Assessment: The Company plans to implement a comprehensive GHG inventory management framework and digital carbon management platform to establish robust processes for data collection, inventory, verification, and disclosure. These measures aim to enhance climate governance capabilities, support the Company's dual transformation objectives, and mitigate operational impacts arising from regulatory changes. | | --- | --- | --- -91- | 6. If there are transformation plans to manage climate-related risks, explain the content of the plan, as well as indicators and targets used to identify and manage physical and transition risks. | In response to the challenges posed by climate change under a “climate emergency,” Everlight aims to seize transition opportunities and advance toward a low-carbon, green economy to mitigate climate impacts. The Company has established strategic directions and targets across key areas, including greenhouse gas emissions, energy management, water resource management, and supply chain management, and has initiated low-carbon transition actions accordingly. | | | | --- | --- | --- | --- | | | Topic | Current Performance and Achievements | Future Direction and Goals | | | Greenhouse Gas (GHG) Emissions | Implement and maintain international management systems, including ISO 14064-1, at key operational sites. | Continue investing in low-carbon technology R&D, develop new products, and optimize manufacturing processes; plan for key products to obtain ISO 14067 product carbon footprint verification. | | | Energy Management | Complete the installation of solar power generation systems at Wujiang Suzhou and Zhongshan Guangdong facilities; implement and maintain ISO 50001 management systems at key operational sites. | Invest in and promote the use of renewable energy; continuously review and phase out high energy-consuming equipment. | | | Water Resource Management | Upgrade and optimize existing facilities and equipment; implement additional water storage measures; actively promote employee behavioral changes to improve water conservation efficiency. | Continue to mitigate water shortage risks through in-house water-saving management measures or the procurement of backup reclaimed water sources. | | Supply Chain Management | Invest in the development of high-efficiency products, focusing on green materials and technologies; implement local sourcing practices. | Collaborate with the supply chain to enhance carbon management capabilities and reduce Scope 3 emissions. | | --- | 7. If internal carbon pricing is used as a planning tool, explain the basis for price determination. | Everlight has not yet implemented an internal carbon pricing mechanism. The Company will continue to evaluate this planning tool and consider incorporating internal carbon pricing into the scope of its carbon management framework. | | --- | --- | | 8. If climate-related targets are set, explain the activities covered, scope of greenhouse gas emissions, planning schedule, annual progress, etc. If carbon offsets or renewable energy certificates (RECs) are used to achieve the goals, explain the source and quantity of carbon offsets or the number of RECs exchanged. | During the planning and identification phase in 2024, Everlight conducted comprehensive planning for climate-related issues and initiated the Risk Management Task Force to systematically identify climate-related risks and opportunities. This assessment considered multiple perspectives, including government regulations, customer expectations, international pressures, the natural environment, and the Company's own sustainability commitments. The potential financial impacts on Everlight were evaluated, and corresponding risk response and opportunity realization measures were identified. In the identification and assessment phase in 2025, the Company conducted a materiality assessment of climate-related risks and opportunities and analyzed the financial impacts of material items. Climate-related action plans, greenhouse gas emission scopes, decarbonization timelines, and specific targets are currently under development. At present, Everlight has not planned to utilize carbon offsets or Renewable Energy Certificates (RECs) to achieve its climate-related targets. The Company will continue to monitor market practices and include such mechanisms within the scope of its carbon management framework for future evaluation. | | 9. Greenhouse gas inventory and assurance status (to be filled in separately) | Please refer to Sections 1-1 and 1-2 below for detailed information. | i. Greenhouse Gas Inventory and Assurance Situation | Basic Company Information ☐ Companies with a capital of NT$100 billion or more, steel industry, cement industry ☐ Companies with a capital of NT$50 billion or more but less than NT$100 billion ■ Companies with a capital of less than NT$50 billion | According to the guidelines of the Sustainability Development Roadmap for Listed Companies, at least the following disclosures should be made: ■ Individual inventory of the parent company ☐ Inventory of subsidiaries in consolidated financial statements ☐ Assurance of the parent company ☐ Assurance of subsidiaries in consolidated financial statements | | --- | --- | | Scope 1 | Total Emissions (metric tons CO2e) | Density (metric tons CO2e/million NT$) | Assurance Statement | Assurance Explanation | | --- | --- | --- | --- | --- | --- | Parent Company and Production facilities of subsidiaries | 1,570.1713 | NA | TUV-NORD Taiwan TUV-NORD Technical Supervision Consulting Co., Ltd. | continues to drive key plant initiatives, including obtaining ISO14064-1 compliance for major sites such as the Yuanli Plant in Miaoli, the Wujiang Plant in Suzhou, and the Zhongshan Plant in Guangdong. | | --- | --- | --- | --- | --- | | Total | 1,570.1713 | NA | | | | Scope 2 | Total Emissions (metric tons CO2e) | Density (metric tons CO2e/million NT$) | Assurance Statement | Assurance Explanation | | Parent Company and Production facilities of subsidiaries | 83,841.4800 | NA | TUV-NORD Taiwan TUV-NORD Technical Supervision Consulting Co., Ltd. | continues to drive key plant initiatives, including obtaining ISO14064-1 compliance for major sites such as the Yuanli Plant in Miaoli, the Wujiang Plant in Suzhou, and the Zhongshan Plant in Guangdong. | | Total | 83,841.4800 | NA | | | | Scope 3 | 5,094.0905 | | | | | The Company's 2024 greenhouse gas (GHG) inventory boundary covers Everlight's parent company as well as the production facilities of its subsidiaries, including Wujiang Suzhou and Zhongshan Guangdong. Among these, key operational sites—Yuanli Miaoli, Wujiang Suzhou, and Zhongshan Guangdong—have completed third-party verification in 2025, in accordance with ISO 14064-1 and relevant domestic and international regulations. The verified data for 2024 are presented above. The 2025 data have been disclosed in Item (1), “Implementation Status of Sustainable Development and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof,” under Appendix III – Environmental Topics. | | | | | i-i Greenhouse gas inventory information | Provide the greenhouse gas emissions for the past two years (in metric tons CO2e), intensity (in metric tons CO2e per million dollars), and data coverage scope. | | --- | | According to the sustainability development pathway requirements for listed companies with paid-in capital of less than 5 billion NT dollars, Everlight Electronics is subject to the following timeline: Everlight Electronics shall commence inventorying from the year 115 (Taiwan era), while its consolidated financial reports for subsidiary companies shall commence inventorying from the year 116 (Taiwan era). Everlight Electronics has established a greenhouse gas inventory mechanism in accordance with ISO 14064-1 standards and conducts regular annual inventories focusing on key manufacturing sites. The Miaoli Yuanli Plant, Suzhou Wujiang Plant, and Guangdong Zhongshan Plant have achieved compliance with ISO 14064-1 standards." Greenhouse gas emissions in the last 2 years : (The disclosure scope for 2024 covers Everlight's Shulin Headquarters, Yuanli Miaoli Plant, Tongluo Miaoli Plant, Wujiang Suzhou Plant, and Zhongshan Guangdong Plant. In 2025, the Tucheng New Taipei Plant was additionally included in the calculation. The following primarily | --- -94- | discloses greenhouse gas emissions data for Scope 1 and Scope 2, while Scope 3 emissions have not been fully calculated across all the aforementioned boundaries.) | | | | | | | --- | --- | --- | --- | --- | --- | | Year | | 2024 | | 2025 | | | Projects (Units) | | Emissions (Metric tons of CO2e) | Intensity (Metric tons of CO2e per million NTD of revenue) | Emissions (Metric tons of CO2e) | Intensity (Metric tons of CO2e per million NTD of revenue) | | Parent and Production facilities of subsidiaries | Scope1 | 1,750.17 | | 1,979.82 | | | | Scope2 | 83,841.48 | | 79,902.02 | | | | Scope3 | 5,094.09 | | 3,348.47 | | | | Subtotal | 90,685.74 | | 85,230.31 | | | Subsidiaries | Scope1 | - | | - | | | | Scope2 | - | | - | | | | Subtotal | - | | - | | | Total | | 90,685.74 | | 85,230.31 | | | In 2025, all site-level greenhouse gas inventories were conducted using a checklist-based approach. Third-party verification procedures are expected to be completed by the third quarter of 2026. | | | | | | i-iGreenhouse Gas Confirmation Information Provide an explanation of the verification status for the most recent two years up to the printing date of the annual report, including the scope of verification, verifying entity, verification criteria, and verification opinion. In accordance with the sustainable development roadmap requirements for TWSE/TPEx listed companies, Everlight falls under the timeline applicable to companies with paid-in capital below NTD 5 billion. Accordingly, Everlight is required to complete third-party verification by 2028, while subsidiaries included in the consolidated financial statements are required to complete verification by 2029. The 2024 greenhouse gas (GHG) inventory data for Everlight's key operational sites—including Yuanli Miaoli, Wujiang Suzhou, and Zhongshan Guangdong—have been verified by DQS Taiwan Inc. (DQS) and TUV NORD (Hangzhou Hande Certification Services Co., Ltd., Shanghai Branch) in accordance with ISO 14064-1:2018. Depending on the data category, the verification was conducted at either a reasonable assurance level or a limited assurance level. The verification of the Company's 2025 GHG emissions data is expected to be completed in the third quarter of 2026. ii. Greenhouse gas reduction goals, strategies and specific action plans Describe the greenhouse gas reduction base year and its data, reduction targets, strategies, specific action plans and achievement of reduction targets. Everlight continues to closely monitor carbon management issues and, in alignment with the greenhouse gas (GHG) inventory and assurance guidelines issued by the Financial Supervisory Commission, has implemented and promoted GHG inventory and assurance practices at key operational sites in recent years. These efforts are conducted in accordance with international standards, including ISO 14064-1 for GHG inventory and ISO 50001 for energy management systems. Based on recent inventory results, the Company will formulate GHG reduction targets, --- -95- | strategies, and specific action plans, and will progressively refine related processes to comply with the disclosure requirements set by the Financial Supervisory Commission by 2027. | | --- | | **Base Year and GHG Reduction Targets** The Company established its GHG reduction targets in 2023, with 2020 designated as the base year. However, the initial plan did not include operations in China. To enhance the completeness of the reduction plan, China-based facilities will be incorporated into the overall assessment. Based on the expanded inventory boundary, the Company plans to revise its reduction targets and corresponding base year by 2026, thereby progressively aligning with regulatory requirements. | | **GHG Reduction Strategies and Action Plans** To achieve its GHG reduction targets, Everlight has incorporated carbon management into its operational strategy framework and adopts a rolling adjustment approach to refine policies and implementation plans in response to practical execution needs. Relevant management units are responsible for analyzing the effectiveness of reduction measures and projects, as well as regularly reviewing improvements in energy and resource efficiency. At the implementation level, key initiatives include the digitalization of energy consumption data management, participation in energy performance contracting projects, replacement of outdated and high energy-consuming equipment, evaluation of low-carbon energy deployment and renewable energy procurement feasibility, and continuous monitoring of emerging decarbonization technologies. Through these proactive measures, the Company aims to steadily advance its emission reduction progress, mitigate the environmental impact of GHG emissions from its operations, and promote sustainable corporate development. | For further climate concern information, please see our Sustainability Report on our web-site, www.everlight.com. --- (6) Status of corporate social responsibility, and any variance from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for any such variance Integrity is one of our fundamental business philosophies and is deeply rooted in the corporate culture. Directors, audit committee, professional managers and employees follow the provisions of the "Integrity, honesty and intellectual property rights agreement" and strictly abide by the agreement and they will not tolerate violations of business ethics and will use their professionalism and diligent management to create the best interests of shareholders. The Company established "The Code of Ethics for Employees" which regulated the donation or sponsorship made by the company is conducted in accordance with the internal regulations of the company to prevent any offering or receiving bribes or illegal political contributions from happening. In addition, the 15th Article of "Rules of Procedure for Board of Directors Meetings" states "When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director." | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | I. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures (1) Has the Company established an ethical management policy approved by the Board, declared its ethical corporate management policies and procedures in its guidelines and external guidelines, as well as the commitment from its board and senior management to implement the policies? (2) Has the Company established a mechanism for evaluating the risk of unethical behavior? Do business activities with a higher risk of unethical behavior undergo | V | | (1)“Ethical Corporate Management Best Practice Principles” was approved by the board of directors on March 25, 2016. In order to foster a corporate culture of ethical management and sound development, and offer a reference framework for establishing good commercial practices, the company established “The Practical Code of Corporate Governance,” “The Code of Integrity Management,” and “The Code of Ethics for Employees” to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. (2)Everlight has formulated prevention of unethical behavior in "Everlight Electronics' Work Rules", the "Code of Conduct for Employees", "Control Procedures for Ethical Advertisement, Fair Trade and | None | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | regular analysis and assessments so that measures for the prevention of unethical behavior can be formulated, including at a minimum the behaviors defined under Article 7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles”? | | | Anti-Monopoly" and "whistle blower policy". Everlight has not only published aforementioned procedures in the internal website for employees to have a better understanding about keeping ethical conducts, but also held training or propaganda to strengthen employees to stick to the Everlight's core value and procedures. Everlight doesn't tolerate any behavior which violates the code of conducts. Everlight punishes those employees who break the rules according to the company's regulations or takes legal action if necessary. | | | (3) Has the Company established relevant policies that are duly enforced to prevent unethical conduct and provide implementation procedures, guidelines, consequence of violation, complaint procedures in such policies and with the aforementioned measures reviewed and updated on a regular basis? | | | (3)Everlight's audit center also plays an important role in ensuring professional ethics and compliance. In order to ensure that financial, management, operational information, and employee behavior comply with relevant procedures, operating methods and regulations, the Audit Center conducts various audits in accordance with the annual audit plan approved by the board of directors, and reports to the audit committee and the board of related audit results and follow-up In addition to the improvement plan, it also conducts project audits to provide process improvement suggestions to ensure the effectiveness and efficiency of operations. | | | II. Ethic Management Practice(1) Has the Company assessed the ethics records whose it has business relationship with and included business conduct and ethics related clauses in the business contracts? | V | | (1) Everlight conducts its business transparently and fairly. Before dealing business with any party, Everlight evaluates the trading partner carefully in order to avoid dealing business with unethical trading partner. Everlight has formulated terms related to ethical conduct in the contract signed with | None | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | (2) Has the Company established a dedicated (part-time) unit supervised by the Board of Directors for the promotion of ethical corporate management that regularly (at least once a year) reports to the Board of Directors on its ethical management policy, precautions against unethical behavior, and implementation of oversight? | | | the trading partner to protect mutual benefit before dealing business with them. Everlight conveys its standard of ethical conducts to its customers or suppliers in relevant activities and communicate corresponding issues with them(2) In order to perform due diligence in monitoring ethical operations, Everlight’s board of directors has established several kinds of organizations and channels, such as audit committee, compensation committee, internal audit center and etc. Everlight has assigned that the legal division concurrently to be in charge of promoting ethical operations in March 2016. On May 25, 2016, the board of directors approves “Ethical Corporate Management Best Practice Principles” and the head of legal division as the convener of each department to ensure the implementation of the principles based on the scope and job description of each department and report the result to the board regularly. Under the supervision of the board, Everlight ensures that the financial or accounting information disclosed publicly and reported to the government are complete, fair, accurate, timely and understandable. Required training related to ethical conduct has been arranged for the new employees and regular propagation of policy related to ethical conduct is held. Contracts signed with suppliers (such as purchase contract) includes relevant terms regarding ethical conducts, such as promising and giving any commission, benefit, compensation, bribe, agency fee, kickback or other improper interest are | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | (3) Has the Company established policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? | | | prohibited. The company will report this policy to the board of directors every year. On November 12, 2010, when the board of directors was held, the head of legal affairs submitted the [CSR report], which included the current year's performance progress of integrity management and future medium and long-term goals. The content is to continue to follow the RBA guidelines, and there are 4 ethics-related education and training, lectures and promotions, and there has been no corruption, bribery, extortion and anti-competitive incidents among Everlight employees. Directors have completed more than 6 hours of corporate governance related education training, lectures and publicity. (3) On May 25, 2016, the board of directors approves “Ethical Corporate Management Best Practice Principles” and formulated a policy to prevent conflict of interest. Everlight stipulates clearly that no preference or privilege can be given to related parties and its employees cannot ask, offer, give and take gift, treatment, kickback, bribe and etc. According to the "Employee Ethics Code", each employee should avoid any business, investment or relevant activities which may constitute conflict of interest between individual and Everlight unless with prior approval from the board of directors. (4) Everlight has established an effective and complete accounting and internal control system and carried out exception management systematically. Everlight’s independent internal audit unit has conducted audit based on the annual audit plan, | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | have CPAs been retained to conduct such audits? | | | reported the audit work to the audit committee monthly and report to the audit committee and the board of directors. Internal audit unit also push deficiencies or weakness in the internal control system found from the audit to be remediated and improved adequately. Additionally, Everlight carried out self-assessment of internal control system annually as required by the law. Each unit in Everlight has to assess the effectiveness of designation and implementation of relevant internal control system | | | (5) Does the Company provide internal and external ethical conduct training programs on a regular basis? | | | (5) Everlight upholds the core values of excellence, innovation, integrity, quality, and execution as the foundation of its business philosophy. In addition to posting related declarations across all facilities, the company organizes both internal and external training programs focused on these values. During onboarding, all new employees are required to participate in training on the company's ethics and integrity policies. All employees have access to the Code of Ethical Conduct for Employees and the Procedure for Ethical Advertising and Fair Trade Antitrust Compliance, which are available for download via the company's internal document management platform (DMP). These policies are also regularly displayed on digital signage to remind employees, suppliers, and visitors of Everlight's commitment to ethical behavior. Mandatory ethics-related training is included in the new hire orientation program, and regular ethics and integrity awareness campaigns are held for all | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | | | | employees. Supplier-facing documents, such as procurement contracts, explicitly state clauses on ethical conduct, strictly prohibiting any form of commitment or offer of commissions, benefits, rewards, bribes, agency fees, kickbacks, or other improper advantages to relevant personnel.Everlight continues to implement ongoing ethics education and has reported no incidents of corruption, bribery, extortion, or anti-competitive behavior involving internal employees. In alignment with the Responsible Business Alliance (RBA) Code of Conduct, the company has established formal policies including the Code of Ethical Conduct for Employees and the Procedure for Ethical Advertising and Fair Trade Antitrust Compliance. These are reinforced through training and awareness initiatives that require employees to adhere to anti-corruption standards and ethical principles, including a zero-tolerance policy for the acceptance of gifts in any form.Externally, all suppliers are required to sign the Supplier Social Responsibility Commitment Letter and the Supplier Integrity Commitment Letter, agreeing to uphold high standards of ethical conduct. These policies mandate that suppliers establish appropriate management and supervision mechanisms to avoid violations of business integrity, including bribery, gift-giving, and falsification of information.Everlight actively integrates its ethical business policy into organizational culture and daily operations. Training and communication are | | --- | Assessment Item | Implementation Status (Note) | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | | YES | NO | Summary | | | | | embedded into onboarding sessions and employee development programs. Topics covered include, but are not limited to: | | | Date | Training Topic | Number of Participants | | 2025 | New Employee Training: Internal Auditing and Corporate Anti-Corruption and Prevention | 83 | | 2025 | New Employee Training: Promotion of Legal Courses on Trade Secrets | 83 | | 2025/1/23 | Internal Control Deficiencies and Performance-Linked Management Methods and Case Studies | 375 | | 2025/3/6 | Corporate Anti-Corruption and Anti-Fraud Seminar on Business Secrets | 493 | | 2025/3/20 | Key Points for Customer Credit | 57 | --- | Assessment Item | Implementation Status (Note) | | | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | | | | | | | Line Applications | | | | | | | 2025/11/7 | Overdue Accounts Handling Guidelines and Export Loss Standards | 81 | | | | | | 2025/11/20 | 2025 Internal Control Self-Assessment Promotion and Introduction | 316 | | | | | | In 2024, all 257 new hires, including those who have since left the company, signed the "Everlight Integrity, Confidentiality, and Intellectual Property Agreement". By signing this agreement, employees commit to strictly adhering to the company's codes of conduct regarding integrity and ethical behavior. They pledge not to solicit or accept any improper benefits from Everlight's business partners, including customers, suppliers, or service providers.Furthermore, employees agree that, during their employment or after separation from the company, they will not, for their own benefit or for the benefit of others, instigate or induce Everlight personnel to violate their professional responsibilities—including but not limited to internal company policies and regulations—nor engage in bribery or any form of improper exchange of interests with Everlight employees. | | | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | III. Implementation of Complaint Procedures(1) Has the Company established specific complaint and reward procedures, set up conveniently accessible complaint channels, and designate responsible individuals to handle the complaint received? | V | | (1) The Company has established reporting channels and procedures related to the punishment of violating the ethical conducts and appealing in April 2017 and designated a spokesman and a unit to gather information regarding Everlight on the formal website of the companyAdditionally, Everlight has established a group to investigate corruption and bribe and also provided several reporting channels on the formal website of the company, such as mailed to the Audit Center (No. 6-8, Zhonghua Road, Shulin District, New Taipei City), phone (02-2685-6688 #7122), mailbox ([email protected]) and fair trade mailbox ([email protected]), and also set up "Chairman's Mailbox" and "Employee Opinion Report Form" within the company, at any time accept reports from inside and outside of the organization either by name or anonymously. | None | | (2) Has the Company established standard operating procedures for the investigation of complaints, what follow-up actions to take once an investigation is complete, and the relevant confidentiality mechanisms? | | | (2) Everlight has established a standard procedure to deal with reporting cases and mechanism of protect whistleblower. Everlight deals with those report and subsequent investigation rigorously and confidentially, which has been formulated in the "whistleblower policy". | | | (3) Does the Company adopt proper measures to prevent a complainant from retaliation for his/her filing a complaint? | | | (3) Everlight protects whistleblower from unfair or improper treatment and prohibit any forms of revenge on the whistleblower or those who help with the investigation.The Company would protect reporters or | | --- | Assessment Item | Implementation Status (Note) | | | Departures from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such departures | | --- | --- | --- | --- | --- | | | YES | NO | Summary | | | | | | investigators from maltreatment or any form of retaliation which clearly defined in reporting instruction. + | | | IV. Information Disclosure Does the Company disclose its guidelines on business ethics as well as information about implementation of such guidelines on its website and Market Observation Post System (“MOPS”)? | V | | The Company has disclosed information related to business culture, guideline of management, status of corporate governance and “The Practical Code of Corporate Governance,” “The Code of Integrity Management,” in the Corporate Social Responsibility Area of Everlight’s official website. The Company discloses the information related to the Company in the investor service section and stakeholder section on the Company’s official website at: http://www.everlight.com | None | | V. If the Company has established corporate governance policies based on “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies,” please describe any discrepancy between the policies and their implementation: None. | | | | | | VI. Other important information to facilitate better understanding of the Company’s corporate conduct and ethics compliance practices (e.g., review the company’s corporate conduct and ethics policy): The Company commits to abide by “Company Act,” “Securities and Exchange Act,” and related regulations of public-traded company or commercial activities as the foundation of integrity and ethic. Moreover, Everlight follows the development of related regulations to reviews and amandes “Corporate Governance Best Practice Principles,” “Ethical Corporate Management Best Practice Principles,” and “The Code of Ethics for Employees” at any time. Any contract with commercial activities such as purchasing contract etc. defines clearly the integrity related regulations about forbidding any commission, interest, reward, bribery, agent fee, and rebate. | | | | | (7) Corporate Governance Guidelines and Regulations: Please refer to the Company's website at www.everlight.com or TWSE website at mops.twse.com.tw (8) Other Important Information Regarding Corporate Governance: None. --- (9) Internal Control Systems A. Statement of Internal Control System # Everlight Electronics Co., Ltd. ## Statement of Internal Control System March 11, 2026 Based on the findings of a self-assessment, Everlight Electronics Co., Ltd. (referred to as “Everlight” hereinafter) states the following with regard to its internal control system during the year 2025: 1. Everlight’s Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. The internal control system is designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance, and safeguarding of assets), reliability, timeliness, transparency, and regulatory compliance of our reporting, and compliance with applicable rulings, laws, and regulations. 2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and Everlight takes immediate remedial actions in response to any identified deficiencies. 3. Everlight evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the “Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each component also includes several items which can be found in the Regulations. 4. Everlight has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations. 5. Based on the findings of such evaluation, Everlight believes that, on December 31, 2025, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable rulings, laws, and regulations. 6. This Statement is an integral part of Everlight’s annual report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law. 7. This Statement was approved by the Board of Directors in their meeting held on March 11, 2026, with none of the eight attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement. Everlight Electronics Co., Ltd. Chairman Yin-Fu Yeh President Yin-Fu Yeh B. Where a CPA has been hired to carry out a special audit on the internal control system, furnish the CPA audit report: None -106- --- (10) For the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel. Sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements: None. (11) Major Decisions of Shareholders’ Meeting and Board Meetings : A. 2025 Shareholder’ Meeting | Date | Motion | Resolution | Execution | | --- | --- | --- | --- | | 2025/6/11 | Approved the 2024 Business Report and Financial Statements | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Approved the adoption of the proposal for distribution(Cash Dividend: NT$ 5.31/share) of 2024 profits | All attending members unanimously agree to pass the proposal. | The Company decided to set up the ex-dividend date of cash dividend for July 31, 2025 and paid on August 29, 2025. | | | Approved the amendment of the ”Articles of Incorporation”. | All attending members unanimously agree to pass the proposal. | The resolution shall be fully implemented and finished registration. | | | Election an independent director of the Company | The elected Independent directors: Ya-Hui Lin | The resolution shall be fully implemented and finished registration. | B. Implementation of Board Meeting Resolutions in 2025(Article 14-3 of the Securities Exchange Law) | Term/____st/nd/rd/th time Date | Motion | Resolution | Execution | | --- | --- | --- | --- | | 15-5 2025.3.13 | 2024 financial report and business report. | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Earning distribution of 2024 | | | | | KPMG internal rotation of auditors | | | | | Evaluate the independence of CPAs | | | | | Discussion of cash distribution from capital Surplus. | | | | | Evaluate the independence of CPAs | | | | | Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | | | | | Approval of the Statement of Declaration on Internal Control System 2024. | | | | | Discussion of ratification of investment in establishing a subsidiary in Thailand | | | --- | | Discussion of capital injection of Everlight Electronics (Thailand) Co.,Ltd | | | | --- | --- | --- | --- | | 15-6 2025.5.13 | The Company’s consolidated financial statements for the first quarter of 2025. | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | | | | | Disposal of Investment. | | | | 15-7 2025.8.12 | The Company’s consolidated financial statements for the second quarter of 2025. | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Appointment of members of the 6th Remuneration Committee. | | | | | Change of Chief Internal Auditor. | | | | | Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | | | | | Remuneration of the Company’s certifying CPAs for 2024. | | | | 15-8 2025.11.13 | The Company’s consolidated financial statements for the third quarter of 2025. | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | | | | | Amendments to the general principles of the Company’s policy on non-assurance services. | | | | | Amendments to the payroll cycle procedures under the Company’s Internal Control System. | | | | 15-9 2025.12.23 | The Company’s 2026 annual audit plan. | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Amendments to the payroll cycle procedures under the Company’s Internal Control System. | | | | | The Company’s 2026 business plan and budget. | | | | 15-10 2026.3.11 | 2025 Statement on Internal Control System | All attending members unanimously agree to pass the proposal. | Execute as resolution | | | Appointment of the Corporate Governance Officer | | | | | Appointment of the Finance and Accounting Officer on an Acting Basis | | | | | 2025 Business Report and Parent Company Only and Consolidated Financial Statements | | | | | 2025 Earnings Distribution | | | | | Cash Distribution from Capital Surplus | | | | | 2026 Evaluation of Independence of the Certifying CPAs | | | | | Discussion of overdue more than 90 days account receivables required to transfer to the corporation lending | | | -108- --- -109- | | Amendments to Certain Articles of the Procedures for Acquisition or Disposal of Assets | | | | --- | --- | --- | --- | (12) Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors : None. 4. Information on CPA professional fees NT$, '000 | Accounting Firm | Name of CPA | Audit Period | Audit Fee | Non-audit Fee | Total | Remark | | --- | --- | --- | --- | --- | --- | --- | | KPMG | Hsin, Yu-Ting & Kuo,Kuan-Ying | 2025.01.01 ~ 2025.12.31 | 7,915 | 8,035 | 15,950 | Service content as described in (1) | Note: Non-audit fee includes Business registration, Transfer Pricing report and tax compliance service. (1) Non-audit fee paid to auditors, the audit firm and its affiliates accounted for more than one-fourth of total audit fee: The non-audit services mainly include corporate income tax and transfer pricing audit and certification for NT$6,851 thousand, tax consulting service for NT$744 thousand and document translation for NT$440 thousand. (2) When the Company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed : None. (3) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10% or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefore shall be disclosed : None. 5. Information on replacement of certified public accountant (1) Information regarding the former CPAs | Date of Change | March 13, 2025 | | | | --- | --- | --- | --- | | Reason and Explanation for the Change | To accommodate the internal work arrangement of KPMG. | | | | Describe whether the Company terminated or the CPAs terminated or did not accept the engagement | Parties Circumstances | CPA | The Company | | | Terminated the engagement | N/A | | | | No longer accepted (discontinued) the engagement | | | --- | 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 | V | | | | Specify details: None | | | | Other disclosures (Any matters required to be disclosed under sub-items d to g of Article 10.6.A) | None | | | (2) Information Regarding the Successor CPAs | Name of accounting firm | KPMG Taiwan | | --- | --- | | N a m e s o f C P A s | Hsin, Yu- Ting & Kuo,Kuan-Ying | | Date of engagement | March 13, 2025 | | Subjects discussed and results of any consultation with the C P A s p r i o r to the engagement, regarding the accounting treatment of or a p p l i c a t i o n of accounting principles to any specified transaction, or t h e t y p e o f a u d i t opinion that might be issued on the company's financial r e p o r t | None | | Successor CPAs’ written opinion regarding the matters o f d i s a g r e e m e n t between the Company and the former CPAs | None | Note: The change in the appointed CPAs for the audit and certification of the 2025 financial reports was approved by the Board of Directors on March 13, 2025. 6. Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm None. --- 7. Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report (1) Changes in Shareholding of Directors, Supervisors, Managers, and Major Shareholders Unit: Share | Title | Name | 2024 | 2025 | 2026 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Until April 11 | | | | | | Net Change in Shareholding | Net Change in Shares Pledged | Net Change in Shareholding | Net Change in Shares Pledged | Net Change in Shareholding | Net Change in Shares Pledged | | Chairman& President | Yin-Fu Yeh | 0 | - | 0 | - | 0 | - | | Director | Bo-Wen Zhou | 0 | - | (500,000) | - | 0 | - | | Director | Ting-Wei Yeh | 0 | - | 0 | - | 0 | - | | Director | Bang-Yan Liu | (51,000) | - | 160,000 | - | 0 | - | | IndependentDirector | Rong-Chun Lin | 0 | - | 0 | - | 0 | - | | IndependentDirector | Liang-Gee Chen | 0 | - | 0 | - | NA | NA | | IndependentDirector | Chin-Der Ou | 0 | - | 0 | - | 0 | - | | IndependentDirector | Kuo-Chung Chi | 0 | - | 0 | - | 0 | - | | IndependentDirector | Ya-Hui Lin | NA | NA | (1,000) | - | 0 | - | | Vice President | Yi-Chen, Chen | 0 | - | 0 | - | 0 | - | | Vice President | Min-Ta Tsao | 0 | - | 0 | - | 0 | - | | Accounting Officer Financial Officer (Deputy) Corporate governance officer | Kai-Bao Shih | NA | NA | NA | NA | 0 | - | Note: Independent Director Liang-Gee Chen resigned on March 31, 2026. Mr. Shih, Kai-Bao was appointed as the Company's Accounting Officer, Finance Officer and Corporate Governance Officer in 2026. (2) Stock Traded with Related Party: None (3) Stock Pledged with Related Party: None --- 2026/4/11 8. Relationship information, if among the company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another | Name | Shareholding | | Spouse & Minor | | Shareholding by Nominee Arrangement | | The Relationship between Any of the Company's Top Ten Shareholders | | Remarks | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | % | Shares | % | Shares | % | Name | Relation | | | Chieh-Yao Investment CO., Ltd., Rep.Ting-Wei Yeh | 20,766,548 | 4.68% | - | - | - | - | Yin-Fu Yeh Yu Ming Investment Co., Ltd. representative: Ding-Hao Yeh | Son Brother | | | Chuan Yi Investment Co., Ltd. Rep.Ting-Wei Yeh | 19,642,228 | 4.43% | - | - | - | - | Yin-Fu Yeh Yu Ming Investment Co., Ltd. representative: Ding-Hao Yeh | Son Brother | | | Chang Wah Electromaterials Inc Rep.Chia-Neng Huang | 14,174,000 | 3.20% | - | - | - | - | | | | | Yin-Fu Yeh | 14,168,553 | 3.20% | - | - | - | - | Chieh-Yao, Chuan Yi & Shinh Wum representative : Ting-Wei Yeh Yu Ming Investment Co., Ltd. representative: Ding-Hao Yeh | Father | | | Shinh Wum International Investment LTD Rep.Ting-Wei Yeh | 12,575,000 | 2.84% | - | - | - | - | | | | | Hua Nan Commercial Bank, Ltd. in Custody for Yuanta Taiwan Value High Dividend ETF Securities Investment Trust Fund Account | 10,893,000 | 2.46% | - | - | - | - | | | | | Bo-Wen Zhou | 9,100,000 | 2.05% | 6,480,000 | 1.46% | - | - | Hsiu-Man Chien | Spouse | | | Taiwan Cooperative Bank Co., Ltd. Rep.Yen-Mao Lin | 8,126,000 | 1.83% | - | - | - | - | | | | | Yu Ming Investment Co., Ltd. Rep.Ding-Hao Yeh | 7,003,469 | 1.58% | - | - | - | - | Yin-Fu Yeh Chieh-Yao, Chuan Yi & Shinh Wum representative : Ting-Wei Yeh | Son Brother | | | Hsiu-Man Chien | 6,480,000 | 1.46% | 9,100,000 | 2.05% | - | - | Bo-Wen Zhou | Spouse | | --- 9. The total number of shares and total equity stake held in any single enterprise by the company, its directors and managers, and any companies controlled either directly or indirectly by the company Dec 31, 2025; Unit: Share; % | Long-term Investment | Ownership by the Company | | Ownership by Directors, Managers and Directly/Indirectly Owned Subsidiaries | | Total Ownership | | | --- | --- | --- | --- | --- | --- | --- | | | Shares | (%) | Shares | (%) | Shares | (%) | | Everlight (BVI) Co., Ltd. | 1,539,945.94 | 98 | 36,622.33 | 2 | 1,576,568.27 | 100 | | Pai Yee Investment Co., Ltd. | 23,939,525 | 100 | 0 | 0 | 23,939,525 | 100 | | Everlight Americas, Inc. | 11,375,000 | 98.91 | 125,000 | 1.09 | 11,500,000 | 100 | | Eversion Electronics Co., Ltd. | 4,477,028 | 24.27 | 8,060,077 | 44 | 12,537,105 | 67.97 | | Everlight Electronics (Europe) GmbH | 75,000 | 75 | 25,000 | 25 | 100,000 | 100 | | Everlight Optoelectronics Korea Co.,Ltd. | 37,890 | 100 | 0 | 0 | 37,890 | 100 | | Forever Investment Co., Ltd. | 42,487,490 | 100 | 0 | 0 | 42,487,490 | 100 | | Everlight Lighting Intelligence Technology Co., Ltd. | 20,000,000 | 100 | 0 | 0 | 20,000,000 | 100 | | Evlite Electronics Co., Ltd. | 7,000,000 | 100 | 0 | 0 | 7,000,000 | 100 | | Everlight Electronics India Private Limited | 352,800 | 80 | 88,200 | 20 | 441,000 | 100 | | Everlight Electronics Singapore Pte. Ltd. | 200,000 | 100 | 0 | 0 | 200,000 | 100 | | WOFI Leuchten GmbH | 5,775,000 | 100 | 0 | 0 | 5,775,000 | 100 | | Everlight Japan Corporation | 5,000 | 100 | 0 | 0 | 5,000 | 100 | | Everlight Electronics (Thailand) Co., Ltd. | 375,000 | 98 | 7,653 | 2 | 382,653 | 100 | Note : Investments accounted for using equity method. --- # III. Information on capital raising activities # 1. Capital and Shares # (1) Source of Capital A.Issued Shares (2) April 11 2026 Unit:share/NT$ | Month/ Year | Authorized Capital | | Paid-in Capital | | Remarks | | | --- | --- | --- | --- | --- | --- | --- | | | Shares | Amount | Shares | Amount | Sources of Capital | Capital Increased by Assets Other than Cash | | 1983.06 | 702,200 | 7,022,000 | 702,200 | 7,022,000 | Capital injection by cahs | None | | 1986.12 | 2,702,200 | 27,022,000 | 2,702,000 | 27,022,000 | Capital increase by cash | None | | 1988.12 | 5,000,000 | 50,000,000 | 5,000,000 | 50,000,000 | Capital increase by cash | None | | 1989.12 | 9,000,000 | 90,000,000 | 9,000,000 | 90,000,000 | Capital increase by retained earnings | None | | 1990.11 | 19,000,000 | 190,000,000 | 19,000,000 | 190,000,000 | Capital increase by retained earnings | None | | | | | | | Capital increase by cash | | | 1995.12 | 35,000,000 | 350,000,000 | 35,000,000 | 350,000,000 | Capital increase by cash | None | | | | | | | Capital increase by retained earnings | | | | | | | | Capital increase by capital reserve | | | 1996.10 | 70,000,000 | 700,000,000 | 50,000,000 | 500,000,000 | Capital increase by cash | None | | | | | | | Capital increase by retained earnings | | | | | | | | Capital increase by capital reserve | | | 1997.07 | 70,000,000 | 700,000,000 | 60,500,000 | 605,000,000 | Capital increase by retained earnings | None | | 1998.03 | 70,000,000 | 700,000,000 | 70,000,000 | 700,000,000 | Capital increase by cash | None | | 1998.12 | 160,000,000 | 1,600,000,000 | 91,150,000 | 911,500,000 | Capital increase by retained earnings | None | | | | | | | Capital increase by capital reserve | | | 1999.09 | 160,000,000 | 1,600,000,000 | 112,000,000 | 1,120,000,000 | Capital increase by retained earnings | None | | | | | | | Capital increase by capital reserve | | | 1999.12 | 160,000,000 | 1,600,000,000 | 133,000,000 | 1,330,000,000 | Capital increase by cash | None | | 2000.07 | 250,000,000 | 2,500,000,000 | 168,343,851 | 1,683,438,510 | Capital increase by retained earnings | None | | | | | | | Capital increase by capital reserve | | | | | | | | Capital increase by CB converted | | | 2001.10 | 260,000,000 | 2,600,000,000 | 187,893,237 | 1,878,932,370 | Capital increase by retained earnings | None | | 2002.02 | 260,000,000 | 2,600,000,000 | 187,936,828 | 1,879,368,280 | Capital increase by CB converted | None | | 2002.09 | 260,000,000 | 2,600,000,000 | 218,016,687 | 2,180,166,870 | Capital increase by retained earnings | None | | | | | | | Capital increase by CB converted | | | 2003.01 | 260,000,000 | 2,600,000,000 | 225,634,809 | 2,256,348,090 | Capital increase by CB converted | None | | 2003.04 | 260,000,000 | 2,600,000,000 | 226,616,904 | 2,266,169,040 | Capital increase by CB converted | None | | 2003.09 | 350,000,000 | 3,500,000,000 | 246,426,697 | 2,464,266,970 | Capital increase by retained earnings | None | | 2004.07 | 350,000,000 | 3,500,000,000 | 273,664,667 | 2,736,646,670 | Capital increase by retained earning | None | | 2005.09 | 350,000,000 | 3,500,000,000 | 287,891,254 | 2,878,912,540 | Capital increase by retained earnings | None | | 2006.01 | 350,000,000 | 3,500,000,000 | 309,221,678 | 3,092,216,780 | Capital increase by CB converted | None | | 2006.04 | 350,000,000 | 3,500,000,000 | 309,694,072 | 3,096,940,720 | Capital increase by CB converted | None | | 2006.09 | 500,000,000 | 3,500,000,000 | 320,083,954 | 3,200,839,540 | Capital increase by retained earnings | None | | 2007.04 | 500,000,000 | 5,000,000,000 | 320,127,830 | 3,201,278,300 | Capital increase by CB converted | None | | 2007.07 | 500,000,000 | 5,000,000,000 | 320,251,297 | 3,202,512,970 | Capital increase by CB converted | None | | 2007.09 | 500,000,000 | 5,000,000,000 | 338,710,132 | 3,387,101,320 | Capital increase by retained earnings | None | | 2007.10 | 500,000,000 | 5,000,000,000 | 345,174,221 | 3,451,742,210 | Capital increase by CB converted | None | | 2008.01 | 500,000,000 | 5,000,000,000 | 350,974,762 | 3,509,747,620 | Capital increase by CB converted | None | --- | 2008.04 | 500,000,000 | 5,000,000,000 | 351,316,461 | 3,513,164,610 | Captial increase by CB converted Captial increase by warrant converted | None | | --- | --- | --- | --- | --- | --- | --- | | 2008.07 | 500,000,000 | 5,000,000,000 | 351,373,461 | 3,513,734,610 | Captial increase by warrant converted | None | | 2008.08 | 500,000,000 | 5,000,000,000 | 364,479,791 | 3,644,797,910 | Captial increase by retained earnings | None | | 2008.12 | 500,000,000 | 5,000,000,000 | 364,604,791 | 3,646,047,910 | Captial increase by warrant converted | None | | 2009.10 | 500,000,000 | 5,000,000,000 | 365,882,548 | 3,658,825,480 | Captial increase by CB converted | None | | 2009.12 | 500,000,000 | 5,000,000,000 | 399,212,548 | 3,992,125,480 | Captial increase by cash | None | | 2010.01 | 600,000,000 | 6,000,000,000 | 410,234,155 | 4,102,341,550 | Captial increase by CB converted Captial increase by warrant converted | None | | 2010.04 | 600,000,000 | 6,000,000,000 | 418,692,977 | 4,186,929,770 | Captial increase by CB converted Captial increase by warrant converted | None | | 2010.06 | 600,000,000 | 6,000,000,000 | 419,169,328 | 4,191,693,280 | Captial increase by CB converted Captial increase by warrant converted | None | | 2011.01 | 600,000,000 | 6,000,000,000 | 419,201,326 | 4,192,013,260 | Captial increase by CB converted | None | | 2013.09 | 600,000,000 | 6,000,000,000 | 423,397,326 | 4,233,973,260 | Captial increase by Restricted employee share issuing 41,960,000 | None | | 2014.04 | 600,000,000 | 6,000,000,000 | 424,475,754 | 4,244,757,540 | Captial increase by CB converted Captial increase by warrant converted | None | | 2014.07 | 600,000,000 | 6,000,000,000 | 425,799,206 | 4,257,992,060 | Captial increase by CB converted Captial increase by warrant converted | None | | 2014.09 | 600,000,000 | 6,000,000,000 | 428,262,106 | 4,282,621,060 | Captial increase by warrant converted | None | | 2014.12 | 600,000,000 | 6,000,000,000 | 428,343,506 | 4,283,435,060 | Captial increase by warrant converted Captial reduction by writing off RSA | None | | 2015.04 | 600,000,000 | 6,000,000,000 | 429,922,421 | 4,299,224,210 | Captial increase by CB converted Captial increase by warrant converted | None | | 2015.06 | 600,000,000 | 6,000,000,000 | 431,096,996 | 4,310,969,960 | Captial increase by CB converted Captial increase by warrant converted | None | | 2015.08 | 600,000,000 | 6,000,000,000 | 431,906,996 | 4,319,069,960 | Captial increase by warrant converted | None | | 2015.12 | 600,000,000 | 6,000,000,000 | 436,189,046 | 4,361,890,460 | Captial increase by warrant converted | None | | 2016.04 | 600,000,000 | 6,000,000,000 | 437,119,996 | 4,371,199,960 | Captial increase by warrant converted | None | | 2016.05 | 600,000,000 | 6,000,000,000 | 437,352,246 | 4,373,522,460 | Captial increase by warrant converted | None | | 2016.08 | 600,000,000 | 6,000,000,000 | 437,864,996 | 4,378,649,960 | Captial increase by warrant converted | None | | 2016.12 | 600,000,000 | 6,000,000,000 | 440,266,696 | 4,402,666,960 | Captial increase by warrant converted Captial reduction by writing off RSA | None | | 2017.04 | 600,000,000 | 6,000,000,000 | 440,561,996 | 4,405,619,960 | Captial increase by warrant converted Captial reduction by writing off RSA | None | | 2017.05 | 600,000,000 | 6,000,000,000 | 441,085,946 | 4,410,859,460 | Captial increase by warrant converted Captial reduction by writing off RSA | None | | 2017.09 | 600,000,000 | 6,000,000,000 | 439,941,836 | 4,399,418,360 | Captial increase by warrant converted Captial reduction by writing off RSA | None | | 2017.12 | 600,000,000 | 6,000,000,000 | 440,377,786 | 4,403,777,860 | Captial increase by warrant converted | None | | 2018.04 | 600,000,000 | 6,000,000,000 | 440,485,786 | 4,404,857,860 | Captial increase by warrant converted | None | | 2018.05 | 600,000,000 | 6,000,000,000 | 440,542,586 | 4,405,425,860 | Captial increase by warrant converted | None | | 2018.12 | 600,000,000 | 6,000,000,000 | 442,523,886 | 4,425,234,860 | Captial increase by warrant converted | None | | 2018.12 | 600,000,000 | 6,000,000,000 | 442,913,586 | 4,429,135,860 | Captial increase by warrant converted | None | | 2019.05 | 1,000,000,000 | 10,000,000,000 | 443,036,486 | 4,430,364,860 | Captial increase by warrant converted | None | | 2019.09 | 1,000,000,000 | 10,000,000,000 | 443,101,136 | 4,431,011,360 | Captial increase by warrant converted | None | | 2019.12 | 1,000,000,000 | 10,000,000,000 | 443,216,186 | 4,432,161,860 | Captial increase by warrant converted | None | | 2020.04 | 1,000,000,000 | 10,000,000,000 | 443,259,286 | 4,432,592,860 | Captial increase by warrant converted | None | | 2020.06 | 1,000,000,000 | 10,000,000,000 | 443,392,086 | 4,433,920,860 | Captial increase by warrant converted | None | | 2020.09 | 1,000,000,000 | 10,000,000,000 | 443,393,086 | 4,433,930,860 | Captial increase by warrant converted | None | -115- --- April 11, 2026 Unit: thousand shares | Share Type | Authorized Capital | | | Remark | | --- | --- | --- | --- | --- | | | Issued Shares (Note) | Un-issued Shares | Total Shares | | | Common shares | 443,393 | 556,607 | 1,000,000 | Listed on TWSE | B. Information relevant to the aggregate reporting policy : None. (2) Major Shareholders April 11, 2026; Unit: Share | Shareholders | Total Shares Owned | Ownership (%) | | --- | --- | --- | | Chieh-Yao Investment CO., Ltd., | 20,766,548 | 4.68% | | Chuan Yi Investment Co., Ltd. | 19,642,228 | 4.43% | | Chang Wah Electromaterials Inc | 14,174,000 | 3.20% | | Yin-Fu Yeh | 14,168,553 | 3.20% | | Shinh Wum International Investment LTD | 12,575,000 | 2.84% | | Hua Nan Commercial Bank, Ltd. in Custody for Yuanta Taiwan Value High Dividend ETF Securities Investment Trust Fund Account | 10,893,000 | 2.46% | | Bo-Wen Zhou | 9,100,000 | 2.05% | | Taiwan Cooperative Bank Co., Ltd. | 8,126,000 | 1.83% | | Yu Ming Investment Co., Ltd. | 7,003,469 | 1.58% | | Hsiu-Man Chien | 6,480,000 | 1.46% | --- (3) Dividend Policy and Implementation Status A. Dividend Policy According to our Articles of Incorporation: Revenue from the Company’s annual general settlement shall be first used to pay tax and compensate previous losses. Subsequently, ten percent of the balance shall be recognized as legal reserve and special reserve shall be recognized or reversed in accordance with laws and competent authority’s requirements. The final balance together with more than fifty percent of accumulated undistributed revenue appropriated from the previous year shall serve as dividend for distribution. The board of directors’ meeting shall submit distribution proposal to shareholder’s meeting for resolution accordingly. The dividend distribution methods will adopt two methods of capital increase through earning capitalization and cash dividend. Percentage for cash dividend shall not be lower than ten percent. Nevertheless, cash dividend can be replaced by stock dividend in the event that cash dividend is lower than NTD 0.2 (included) dollar per share. B. Proposed Distribution of Dividend The Company’s proposal for distribution of 2025 earnings, under which a cash dividend of NT$4.14 per share is proposed, and the proposal for cash distribution from capital surplus, under which NT$0.36 per share is proposed, were both approved by the Board of Directors on March 11, 2026. The total cash dividends amount to NT$1,995,268,887. However, the aforesaid proposals have not yet been approved by the shareholders’ meeting. (4) Impact to 2026 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable. (5) Remuneration to Directors and Profit Sharing Bonus to Employees A. Information Relating to Employee Bonus and Directors’ and Supervisors’ Remuneration in the Articles of Incorporation According to our Articles of Incorporation: If the Company has gained profits within a fiscal year, 6% ~ 12% of the profits shall be reserved as the employees’ compensation, and compensation for director shall not exceed 1%; employees of subsidiaries of the company meeting certain specific requirements are entitled to receive shares or cash as compensation. The term of certain specific requirements in this Article is authorized to be set by Board of Directors. The amount of employees’ compensation mentioned above includes an allocation of no less than 20%, as required by the Securities and Exchange Act, designated for distribution to grassroots employees. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. B. The basis for estimating the amount of remuneration to employees, directors and supervisors, for calculating the number of shares to be distributed as employee compensation, and the -117- --- accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: (a) Calculation method: The Company calculate the employees' compensation and directors' compensation based on our profit of current financial period multiplied by the percentage according our Article of Incorporation, we calculate our employees' compensation-NT$284,559,796 and directors' compensation-NT$28,077,619 respectively. (b) The company has not issued stock compensation in this period (c) Accounting treatment when the actual allocation amount in this period is different from the estimated number: The difference between the actual allocation and the amount recognized in the financial report is the change of accounting estimation and will allocate in the annual profit and loss. C. 2023 Remuneration to Directors and Employees' Profit Sharing Bonus: Our employees' compensation-NT$ 284,559,796 and directors' compensation-NT$ 28,077,619 will be approved by our meeting of directors are the same as our annual estimation. D. 2024 Remuneration to Directors and Employees' Profit Sharing Bonus: Our employees' compensation-NT$ 435,951,850 and directors' compensation-NT$ 39,864,197 approved by our meeting of directors and shareholders' meeting for the annual earnings in 2024 are the same as the actual distribution last year. (6) Buyback of Treasury Stock: None. 2. Issuance of corporate bonds: None 3. The section on preferred shares shall: None. 4. The section on global depository receipts: None 5. The section on employee share subscription warrants: None 6. The section on new restricted employee shares: None. 7. The section on issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None. 8. The section on implementation of the company's capital allocation plans: None. -118- --- IV. Overview of operations 1. Description of the business (1) Our Operation A. Our Main Business The major product of th Company are optoelectronics components, can be divided to lighting components and sensing components. Lighting components include visible and infrared LED, and sensing components include photodides, optical IC and light sensing components, and also we provide LED light source, modules and light engines. B. Our Major Products Proportion | Product Item | Major Application | Proportion | | --- | --- | --- | | LED | Electronics, electrical and engineering appliances, electronic billboards, computer mice and household appliances, mobile phones, LCD backlight units, traffic signs, photoelectric switch, position sensing, infrared receivers | 94.16% | | Lighting | General lighting and professional lighting lamp | 0.48% | | LCD and Others | Electronic product displays, such as sphygmomanometers, phones, computers, satellite navigation, car displays, etc. | 5.36% | C. Our Products(Services) (a) Lamp (Low power LED Lamp) This product is widely used and has a long operating life and stable quality, and can be designed as visible and infrared products. It is fully used in billboards, signal lights, traffic signs and other applications. The design covers 3mm / 5mm cylindrical LED Lamp or various customized LED Lamp. (b) Middle Power LED Our various types and sizes of high-quality and reliable medium-power PLCC lighting components (such as 3020, 3528, 5050, 5630, XI2323 ...) have high efficiency, high color rendering, low power consumption and wide viewing angle range and other advantages. (c) High Power LED The high-power LEDs developed by us have high brightness, low thermal resistance and high-brightness components in a small size package. It has a thin ceramic package and uses electrically isolated technology to provide our users convenient way to design the heat dissipation and circuits. It is the best choice for solid state lighting source, such as general lighting, street lamps, spotlights, and various industrial and commercial lighting. (d) LED backlighting -119- --- Light-emitting diode (LED) backlight modules offer advantages such as low power consumption, compact size, and suitability for mass production. Their characteristics include high brightness, high luminous efficiency, long operational lifetime, and high reliability. In addition, they provide excellent color uniformity and wide color gamut performance, meeting the requirements of high-quality display applications. With the continuous advancement of display technologies, LED backlight modules are evolving toward higher efficiency, thinner form factors, and precise dimming capabilities to enhance contrast and overall image quality. They are widely applied in portable communication devices (such as smartphones), TFT-LCD backlight modules (including wearable devices, tablets, notebook computers, monitors, and televisions), as well as automotive displays, industrial control systems, and various consumer electronics products. (e) Digit/Dot Matrix Display These products are mainly used in various control panels of industrial electronic engineering products and digital displays of various household appliances products. Due to their high brightness, rich and vivid color performance, and easy modularization, our products are very popular in Europe, America, Japan markets. LED display products in the market has increased in recent years with the diversification of digital display instruments for various household appliances. (f) SMD type LED In order to meet the needs of light, thin and short, the Surface Mount Technology is widely used in the current electronic industry, the applications mainly include various backlights of mobile devices, PC/NB, keyboard light source, smart speakers, indoor and outdoor Display screen, automobile, toy and other products. The interior light in cars, such as dashboard backlight, the center console backlight and the ambient light source now have all used the SMD LEDs, and the penetration rate has already reached 100%. The exterior light in cars over 80% now also use high-power SMD LEDs on direction lights, daytime running lights, headlights, brake lights. (g) Infrared LED The application of infrared LED in Europe, America, Japan and other advanced countries has a long history, and with the rising of IoT application in recent years. Related applications of infrared LED for functional light source is becoming widely, such as automation industrial control, energy storage, electric vehicle, optical sensing, optical touch panel, security monitoring system, biometrics, AR/VR devices, DMS(driving monitoring system), etc.. Total output power of infrared LED products could be low, medium and high power, depends on customers' design. (h) Optical Sensor Optical Sensor is a light-sensing optical component, which can detect visible or non-visible light. For example, an ambient light sensor that can simulate human eye sensitivity for light intensity, and a color sensor or module that can sense specific light wavelengths such as red, green, and blue light. -120- --- (i) Photo Transistor & Photo diode Photo Transistor and Photo diode are both silicon-based semiconductor. Related applications: Such as light-controlled switch, fire smoke sensor, optical touch panel, electrics tags, gaming keyboard, smart meter, heart beat/oxygen detection, low resolution optical Encoder, or used to design in an optical component. (j) Photo Coupler Photo coupler is a kind of product which combine emitter and receiver. It uses light signal to transmit electrical signal (ie. Electricity to light signal, and then light signal to electricity), and has very good electrical insulation, anti-interference capabilities. Most applications of Photo coupler is used for electric circuit design, such as electric signal feedback, I/O interface isolation, power system, electric motor, green energy, electric vehicle, or data transmission, etc. (k) Multi Chip Packaging The EL-Multi series follows the international ECE Binning standard and is used in dashboards, switches and other automotive interior lighting, and the series come with all bins and make for all applications. The series also comes with multi-color mixing products to make color conversion more convenient, more excellent and smoothier, and provides the automotive manufacturer the light efficiency and the design convenience. (l) RGB+IC Packaging EL SMARTLED (S-Smart, M-Multi Function, A-Automotive, R-RGB, T-Technology) series, with Everlight's unique packaging technology to achieve better light uniformity, and has an embedded smart IC to controll the color position and brightness between the LEDs to provide a colorful combination of colors to meet the automotive interior lighting needs. Enhancing the cabin atmosphere experience in the autonomous driving era. Everlight expects to provide a complete smart solution for the original vehicle manufacturer (OEM) to develop and design the ambient light (m) Mini LED Mini LED is used in a variety of display fields, most of which are used in consumer TV, professional MNT display, car instrument/central control display & industrial control display. Small-pitch displays and Mini LEDs have considerable advantages in cutting into high-end display applications. The Gypsophila Mini LED area light control structure is adopted, and a large number of LED chips are placed on the backlight board with a pitch ranging from 1 to 12 mm. Divides the image into several regions, making the display to depict different brightness levels in different regions. It can accurately control the brightness, and increase the HDR contrast effect, enhance the color and three-dimensional effect, which is to make the Images look more nuanced. In addition to improve the display quality and increase the reliability of the product. It can be used for automotive interior display, industrial control display, and consumer signage in shopping malls, ordering machines in fast food restaurants, outdoor electric vehicle charging piles, and medical signage applications. -121- --- (n) Optical Switch / Photo Interrupter Optical switch is a combination package of optical sensor and infrared LED, the purpose which is easy for customer application design. At present, Everlight optical switch has both DIP type and SMD type package. (o) IRM, Infrared Receiver Module Infrared receiver modules are used for the field of various optical remote control devices. There are a variety of frequency bands that can be used in various household appliances and consumer electronic products. At present, Everlight IRM products has both DIP type and SMD type package. (p) Ultraviolet LED Everlight's ultraviolet LED cover the UVA / UVB / UVC wavelength range and come with low, medium, high-power of high-efficiency packaging platforms to provide customers with a variety of application options. In recent years, under the breakthrough of compound semiconductor technology, ultraviolet LED have been used in industrial curing, nail beauty, mosquito trapping lamps, and sterilization, etc. In the future, it will be an important source of technology for water purification and air purification. Everlight co-work with ACADEMIA SINICA to test UVC sterilize COVID-19 Pass. (q) Energy-saving LED intelligent lighting system products From lighting sources, professional lighting fixtures, to provide integrated solutions for intelligent lighting management system, Everlight provides ultra-high efficiency lamps, which customers can easily achieve energy saving goal, and energy Management to save the energy and to reduce carbon efficiently and to know how much they save. Our professional lighting management solution is one of the best choice for smart home and smart city. (r) LED Customized Module We meet the market demand to provide either a series of standard products or customized products, including LED light sources, LCD backlights, LED arrays and other products. (s) Mini-led ADB special headlight package The products of ALFS series are produced by Everlight have reached the brightness around 450 lumens, and can be used with optics to achieve mini-led ADB applications. In high-efficiency LED direct display applications, mini-led is the best plan of striking a balance between resolution and cost. It is able to fulfill resolution and extremely high brightness for ADB applications, and also to improve the shortcomings of large capacity laser modules, and solves the power consumption problem of DMD. It is the main design of mid-to-high-end cars today. (t) 3D Tail Light Everlight uses "LED 3D alignment structure" with "special light-guide material" to create a special and various "dimensional totem and line" effect. This technology is different from other technologies in the market, which is simple structured and space saving and complying with the ECE regulations R6/R7 (for taillights / brake lights / -122- --- direction lights). The innovative 3D taillight intelligent lighting system has further entered the four-wheel market from the two-wheel market in 2018 to 2019. (u) Curved Mini Tail Light Mini LED display technology can use flip-chip packaging to achieve uniform light mixing; the small size structure of the wafer can adjust the dimming zone more finely to achieve higher HDR and high contrast effects. It also reduces the optical mixing distance (OD) to make the module to ultra-thin level. As a self-driving vehicle, the tail light system can be a medium tool for human-vehicle communication (ex. What is the next move of this car? Is it waiting for me?) (v) Automotive UVC Sterilization Module Automobile sterilization module combined with short-wave ultraviolet (UV-C) LEDs can provide the efficient virus sterilization solutions in vehicles and also surface sterilization solutions such as glove boxes. The technology proves that it can kill more than 90% of coronavirus. Also could use UVA+TiO2 to design in car air purification. (w) High power CSP (Chip Scale Package) CSP is a packaging technology designed for high-power applications. It's compared with traditional packaging technology. It has higher power density and better heat dissipation performance, and is suitable for electronics that need to handle large amounts of power of devices and applications. (x) Mini CSP Mini CSP packaging technology provides better performance and reliability for matrix light sources and miniaturized electronic devices by minimizing package size, improving integration, optimizing layout and thermal management. It makes them in modern electronic devices application are becoming more and more widespread. (y) Power Components Our power component lineup includes SiC, GaN, and SJ MOSFETs, available in both TO and SMD package formats. These components are engineered for a wide range of applications, including AI servers, brushless DC motors, 800VDC charging stations, and On-Board Chargers (OBC) for electric vehicles. By integrating these advanced power components, products can achieve significantly enhanced performance and efficiency. D. Projected Development of New Products (a) Control module of RGB LED The control requirements of light source changes are getting higher and higher, so we try to design and develop RGB LED control modules for our end users to apply and adjust according to different needs. The module is designed to integrate optoelectronic thermoelectric and software control synchronously. (b) Design and development of UV LED module of various applications With the lead of compound semiconductor technology, UV light sources have earned full expectation in industrial, consumer and other markets. Therefore, UVA modules (water-cooled & air-cooled) and UVC sterilization modules have been developed to help global public health against the epidemic. The future growth potential of disinfection products is -123- --- expected. (c) Mini / Micro LED and related applications Mini LEDs are about of half size of the standard LEDs. More LEDs can be installed within the limited area of the display. Using more LEDs, the area light control area can be further improved to obtain greater contrast and fineness of the picture. Using more LEDs in the light control area can be further improved to obtain greater contrast and fineness of the picture. Compared with LCD displays, Mini LEDs are lighter and thinner, with wide color gamut, higher contrast, and fine dynamic partitioning. Mini LEDs can achieve regional dimming and HDR high dynamic range imaging when the display is used as a backlight. At the same time, the application of micro wearable display devices is becoming more and more diversified. Related Micro or Mini LED display modules play a pivotal role of development, which related technologies will become the focus of this year. (d) Smart street light with IoT sensing and information exchange The smart street light is a platform for smart city information exchange, which uses IoT sensors such as IP CAM, air box, noise detection, vibration detection and other sensing modules to collect big data around the environment through the communication networking and to process all the data by edge computing or cloud computing. The quantitative data on environmental can help to create a beautiful smart city with more effectively uses on social and natural resources. (e) Special lighting for animal husbandry and agriculture In order to effectively assist the refined development of agriculture and animal husbandry, through a variety of special wavelength LED combined with high-efficiency packaging design, the high market value agricultural and livestock products can be centralized and scaled production efficiency. (f) Optical Proximity Sensor The optical proximity sensor is which can detect proximity distance with non-visible band light source. Such kind of sensor can also combine visible ambient light sensor into one package, or it can has heart bit/oxygen detection function. So far, miniature package is also available for mobile device and wearable device application. (g) Smart office lighting system To cooperate with the government to enter the stage of eco-city policy. Integrate with smart green building ICT systems and equipment into buildings. The office buildings to have intelligent functions for active perception. Therefore, the factor of the intelligent control system is added to the existing lighting equipment. Make the lighting system more energy-efficient and smarter. (h) Photo Diode The sensor belongs to one kind of silicon semiconductor. Through packaging and special coating technology, it can sense different spectrum which response range from one segment to multi-segment. (i) High performance photo coupler In order to the rising needs of industrial control and power systems, Everlight continues to develop high performance photo coupler products for automotive/industry application, such as Low power consumption high speed coupler, Linear Coupler, high -124- --- voltage SSR MOSFET, Power Photo Triac, and large supply current IGBT Driver, Isolation Amplifier and capacitive coupler. (j) Vertical Cavity Surface Emitting Laser Diode As the diversified development of the optoelectronics industry, vertical cavity surface emitting laser (VCSEL) product is designed for wearable devices, virtual reality, biometrics, autonomous driving, ToF, etc. (k) Optical Encoder Strong demand for industrial control applications, at present, Everlight continue to develop digital optical encoders with different resolutions that can be used for various motor control system. (1) Capacitive Digital Isolator It can meet the needs of multi-channel operation and has the advantages of small size, making it easy to be applied in the field of industrial control PLC. Moreover, the capacitive digital isolator also has faster switching speed and anti-noise capability, and is suitable for wide-bandgap semiconductor applications. (2) Industry Overview A. Industry Current Status and Development As semiconductor components, LEDs can efficiently convert electrical energy into light and have become a mainstream choice for modern lighting and display technologies. Compared with traditional lighting, LEDs offer high energy efficiency, low power consumption, long service life and high reliability. They also contain no hazardous substances such as mercury and comply with the EU RoHS environmental protection requirements, making them environmentally friendly. With the advancement of global energy policies and carbon neutrality goals, LEDs have been increasingly applied in green energy and smart lighting solutions. In recent years, the LED industry has continued to innovate technologically and expand into high value-added applications, including LEDs for automotive interior indicators, lighting and display backlighting, LEDs for automotive exterior indicators/warning lights and headlights, sensing components, horticultural lighting, medical applications, UV-C sterilization technology, Mini/Micro LED display technology, and industrial control markets.  In 2024, the LED market continued to face supply chain adjustments in response to --- changes in the geopolitical and economic environment. However, driven by the growth of AI, electric vehicles, industrial control and robotics markets, demand has gradually recovered. According to the latest OMDIA report on optoelectronic components, the global optoelectronics market reached US$16.1 billion in 2024. # B. The Relevance of the Industry Supply Chain Taiwan's LED industry primarily adopts a vertically specialized division-of-labor model. The production chain covers upstream processes such as single-crystal wafer, epitaxial wafer and chip manufacturing; midstream packaging and module manufacturing; and downstream end applications, including automotive, consumer electronics, industrial control and smart city applications.  --- # C. LED development trends and competition # (a) LED development trends The development of LED has a history of more than 40 years, it has been widely used in home appliances due to its small size, fast response, good resistance, and long product life(more than 100,000 hours). With the development and the improvement of visibility, LED now have used on displays, traffic signals, automobile lighting and general lighting. The application of infrared components are very extensive and valuable, such as industrial quantity control, security systems, IoT, and various consumer electronic products. # i. Hight Power Packaging - Due to the increasing requirements for the brightness of one single LED, high-power packaging now become a trend. The accelerated improvement of the core-chip performance and excellent heat dissipation by the ceramic substrates, these technologies help the high power lighting components to reach higher luminous efficacy. # ii. Mid and Low Power Lighting Component - With high efficiency, low price and the features of light, thin and small, mid and low power lighting LED will be continuously the majority in this fiercely competitive lighting market. # iii. Mid and Short range Photoelectric Component for Datacom and Telecom Due to the widespread use of optical fibers, the LEDs and LDs or receiving components now is also blooming. # (b) Future Product Development Trends Looking ahead, the three major growth drivers of the market are vehicle electrification, connected intelligence, and third-generation semiconductors. Applications span electric vehicles, charging and energy storage facilities, smart cockpits, wearable devices, smart home appliances, smart manufacturing, AI servers, and other fields. Everlight is well positioned to provide comprehensive product solutions across these applications.  --- (3) Research and Development R&D expenses and developed technologies or products in the latest years A. Research and Development Expenses in the Past Two Years (IFRS): NT$, '000 | Year | 2024 | 2025 | 2026(As of March 31) | | --- | --- | --- | --- | | Amount | 857,600 | 849,135 | 194,382 | B. Overview of Product Development and Research Achievement The company and its subsidiaries will continue to invest in research and development activities. Expected research and development expenses in 2025 are approximately NT $ 849 million. (a) New Products Developed in 2025 - Optical Encoder (High Resolution) - IGBT Drive (Large operating current) - Linear Photo Coupler - High Voltage SSR - Isolation Amplifier - Low Voltage ALS - ITR Module - 2214 small form factor LED - Side-emitting RGB LED - 0.5W RGB LED - Smart IC-embedded LED with general or proprietary purpose - ALFS 2-in-1 dual function front lighting LED - Mini CSP RGB-0.15T thinness of 3-chip CSP element - Ultra-thin of Direct View keyboard B1010 RGB 0.18T - Ultra-thin of Edge View keyboard B1803 RGB 0.3T - Application of Special consumer ultra-thin B1212 RGBW 4-chip LED - UVC/UVA air purifier application with lighting fixture - UVC clean huge water design and application - Horticulture PPE4.12 high performance design - Mini CSP0603 five-sided light-emitting series products - Mini CSP1005 single-sided light-emitting series products - High power CSP1414 series products - High-brightness headlight components ALFSxE series - High-power headlight components TOP CONTACT 2-4GT - RGB+IC EL 3534 SMART LED - RGB+IC 3534 SMART LED (Open source IC) - Interior RGB series (3030RGB↔5515RGB) car lights - Automotive Grille light 2016 series - PLCC 3214/6014 Full-width taillight - RGB Ultra-slim Backlit keyboard - Miniaturized RGB+CPU direct-lit white indicator - Power Components: 650V & 1200V SiC MOSFETs / SBDs; 100V Super Junction (SJ) -128- --- MOSFETs. (b) New Products Project in 2026 - RGB+IC EL 3534 SMART LED - RGB+IC 3534 SMART LED (Open source IC) - Interior RGB series (3030RGB$\frac{3}{10}$5515RGB) car lights - Automotive Grille light 2016 series - PLCC 3214/6014 Full-width taillight - PLCC 3214/6014 through-type tail light - EL 3534 SMART LED (Open source IC) - Ultra-slim edge-lit keyboard backlight - High reliability RGBIC memory lighting application - Miniaturized high-reliability RGB network application indicator light - Miniaturized RGB+CPS white light side-emitting indicator light - Mini CSP0203 package level white light - Capacitive Digital Isolator - MOSFET Driver - UVC water purifier module - RGBW light guide module - 5050 street light application with high light efficiency - 1717 AFM product series - 1200V Power Devices: Available in Leaded and Lead-Free (Pb-Free) packages; Resistance options include 11mΩ, 22mΩ, 35mΩ, and 55mΩ. - 1700V Power Devices: Available in Leaded and Lead-Free (Pb-Free) packages; Resistance options include 11mΩ, 30mΩ, and 500mΩ. (c) Research and development for the future i. The purpose of developing CSP packaging products is to reduce the thermal resistance and related costs effectively of the product, and to achieve the highest cost-effective products ii. Develop extremely small pitch RGB full-color led. In order to minimize the package size by using the small size flip chip, which can break through the limitations of package size. Whether it is used in signage or TV applications, it can provide the better definition and resolution. Also can enhance the competitiveness of the company and customers' products. We will use special circuit design to enlarge the solder pad, which is more easily to manufacture and repair by customer. iii. We develop ultra-slim, miniaturized and multi-functional LED series products, through PCB process improvement, circuit design optimization, multiple molding to change the light effect and integrated IC for modularization as the new way of development. The flip chip structure is designed for the extremely slim module and the dimmable LED products, integrated IC design, has the advantages of not only space-saving for the circuit design but also lower module cost, to meet the customer's needs of light mixing. iv. We focus on plant / agriculture and fishery lighting, using specially designed LED lamp modules and hydroponic technology to break through the environmental constraints of agriculture, and optimizing crop quality by adjusting the spectral band. -129- --- This year, we has also begun extending to other applications such as animal husbandry and aquaculture. We will use our experience of plant lighting to apply to the poultry, fish and shrimp farming industry to open up new market opportunities by our LED full-spectrum wavelength adjustment technology. v. We keep develop sensors with special light wavelengths, such as multi-band optical spectrum or ultra-long wavelength spectrum. In the proximity sensor module, we continue to develop miniaturized white-balance sensing technologies and components. vi. The Company continues to develop a variety of infrared LED / VCSEL package components that meet market needs, and extend to longer-wavelength emission spectrum. The main applications are all kinds of biometrics, ToF, LiDAR and other new applications. vii. In terms of photo coupler, Everlight will continue develop new products for green energy industry, industrial control, BMS system, power management systems, automotive and other related market. Products line such as low power consumption high-speed photo coupler, large supply current IGBT gate driver, high voltage SSR/MOSFET, linear isolation and amplifiers, and capacity coupler, etc. viii. Wide-Bandgap (WBG) power components (SiC/GaN) represent a critical strategic focus within the compound semiconductor sector. To address the surging demand for power devices driven by the evolution of AI servers and energy storage systems (including solar power, charging piles, residential UPS, and high-voltage meters), we are actively advancing our product development and market positioning. ix. In order to e-sports, professional monitors, high-reliability automotive light source, high-end display panel, and local dimming effects, we set our development towards the three major technologies of Mini LED SMD, COB and COG, to show high-contrast effect of high-dynamic range(HDR), high-brightness and high-performance by LEDs turn on and off. In order to e-sports, professional monitors, high-reliability automotive light source, high-end display panel, and local dimming effects, we set our development towards the three major technologies of Mini LED, COB and COG, to show high-contrast effect of high-dynamic range(HDR), high-brightness and high-performance by LEDs turn on and off. x. The demand for UV LEDs is increasing and applications, such as sterilization and purification, will gradually be replaced by UVC LEDs in the future. The UV product development will focus on water purification and ambient air purification to offer our technology solutions to the global public health issues. xi. Everlight continues to launch more outstanding ALFS automotive headlight series products. For design of heat dissipation has made great progress in decreasing heat decay, and also to meet the needs of the niche market. In order to make the interior design of the indicator lights more flexible and diverse, a variety of color options allow our users to design the indicator lights more effectively. At the Same time, the products already passed the strict automotive reliability test, AEC-Q102. xii. Automotive components From 2017 to the present, we have been rapidly developed and entered the mass -130- --- production stage on headlight components-ALFS (Automotive Lighting Front system) B/D series, and obtained many opportunities and orders. Compared to other competitors, Everlight has better cost control on automotive products. We provides not only a variety of options to meet the needs of our customers, but the ALFS series also will come out a second-generation headlamp model, the G series, in 2020 with better economic benefit. In addition, combined with the functions of indicators and daytime running lights, the white/yellow dual-color temperature model got very warm response from our customers at the development stage. The product integrated different functions provides customers with a thinner and lighter design. The ALFS series can meet the requirement of current customers. In order to improve the luminance (brightness) of the device, we make new design with smaller light-emitting area (LES) of the LED and reduce the fluorescent light path with thinner PIG (<100 μm). Since the LED chip will perform color conversion through the PIG, and the brightness of the light will be attenuated while it passes through different medium. We find to make PIG thinner can increase the brightness from 410 lm to 450 lm (10%). This product is named for ALFSG (LES 1mm²). In addition, an ALFSE series (LES 0.5mm²) is also developed in response to the trend of car lights with small aperture. Through optical simulation, ALFSE can meet the regulation requirements of ECE R112 class B. Everlight will continue to develop more excellent ALFS series products, and to shine in the automotive market. With the trend toward platform-based packaging and SMD-C type packaging for automotive LEDs, Everlight has developed several product lines to meet evolving market demands: (i-i) Tail Lights Currently, automakers and consumers are increasingly favoring full-width taillights, Mini LED taillights, and OLED-like tail lamps. Since tail lamp styling and design are not strictly regulated, Everlight has launched corresponding products with wide-angle emission, specifically designed for full-width applications. (i-ii) Grille Lights In recent years, grille lighting has gained popularity, especially in electric vehicles. The trend is shifting from linear light sources to full-width front light bars. In response, Everlight has developed a variety of grille lighting products in 2024, working closely with automakers. These products are compliant with AEC-Q102 automotive reliability standards. (i-iii) Ambient Lighting Ambient lighting is primarily used for decorative interior illumination, creating a unique and elegant in-cabin atmosphere in low-light environments. It allows flexible adjustment of color configurations, adding a finishing touch to automotive interior design. These lights must not interfere with safe driving. Applications include the center console, roof, door handles, door trims, door sills, welcome lights, and footwell illumination. Moreover, ambient lighting is evolving toward functional lighting, providing features such as blind spot detection, lane change assistance, driver welcome effects, and even display or communication signals. Ambient lighting has been widely adopted by European and Chinese OEMs. Everlight offers intelligent ambient lighting solutions featuring RGB LEDs with built-in driver ICs (ISELED). We also provide RGB LEDs using open-source -131- --- communication protocols, which are expected to expand the ambient lighting market potential. For automotive applications, the SMD LEDs of the company and its subsidiaries have earned the trust of large European and American manufacturers due to our excellent quality performance and stable production capacity, and the shipments and amounts have increased year by year. The company entered into the Chinese automotive supply chain in a short period of time and expected to grow continuously. At the Same time, based on the capabilities of research and development, our SMD LEDs of automotive products have the quality and functions at the Same level with large manufacturers. We will quickly enter the global automotive exterior lighting market with high-level products and competitive prices, which will make us the game changer of the world automotive supply chain. xiii. Automotive module In recent years, we have also integrated products from LED components to car light modules. In the case of car tail lights, tail lights have become an important part for parametric design and a standard in the design, such as the stripe tail lights, the tail light can enhance the three-dimensional sense of the tail and modern tech looks. We have developed different types of taillights in 3D, 2D and 1D for the trends. 3D taillights can generate special, diverse stereoscopic line and totem effects through LED 3D structure alignment "with special light guide materials". 2D taillights take Side-lit backlight technology as the basis to reduce the thickness greatly of traditional flat homogenous headlights. 1D curved mini LED taillights are using mini LED and more fine-grained zone Optical technology, to achieve higher HDR and high contrast effects. As a self-driving vehicle, the tail light system can be a medium tool for human-vehicle communication (ex. What is the next move of this car? Is it waiting for me?) The automotive light source has gone from halogen lamps and xenon lamps to LED replacement light sources. We have completed the development of a full range of ECE standard light sources (L1, L5). All the products uses the heat dissipation mechanism platform method to design the automotive light source module, which can be used on different applications of white light, yellow light and red light sources in exterior car lights, such as fog lights, direction lights and tail lights. And, automobile sterilization module combined with short-wave ultraviolet (UV-C) LEDs can provide the efficient virus sterilization solutions in vehicles and also surface sterilization solutions such as glove boxes. The technology proves that it can kill more than 90% of coronavirus. (4) Long- and short-term business development plan A. Short-term plan (a) Application for SMD LED The Company has taken the lead in the industry of mobile phone key backlight. Based on the high market share in this field, the Company continues to expand the use of flashlights for mobile phones and TV backlights, and provides not only SMD for monochromatic light LED, but also Bi-Color and RGB full-color SMD LED product lines. At the Same time, we try to enter all markets aggressively, such as networking communication, consumer electronics, household appliances, servers, tablet computers, etc. and we have the lead position in production capacity, the most competitive price advantage, R&D resources, and a highly flexible global service system. The Company will continue to lead the global industry to increase market share, strengthen product -132- --- portfolios, and continue to create growth in revenue. In addition, the SMD LEDs of the Company has earned the trust of large European and American manufacturers in the automotive market by our excellent quality performance and stable production capacity, so the shipments and dollar amounts have increased year by year. At the Same time, with the Chinese automotive market blooming, the Company has enter into the Chinese automotive automotive supply chain quickly and will continue to grow with the high-quality and rich product lines we provide. Our SMD LEDs for automobiles have reached at the Same level of product between the major suppliers due to our outstanding research and development capabilities, and we expect enter the global automotive exterior lighting market in a short period of time with the high-level products and competitive prices. We believe that we will turn the original situation around that the market occupied by the Europe and America suppliers and make the Taiwanese LED shine in the global automotive lighting market. (b) LED display The company is the top five leaders in the world in the LED displays market and with the continuous introduction of new products, the break-through of our capability, we expected that the market share of the Company in LED displays will continue to rise. At the Same time, with the improvement of our products, we expand our business and major applications by the global business marketing network, such as working with the world-famous household appliance brands to develop the new products and to promote the improvement of product. The company is moving towards the world's leading LED displays manufacturer of household appliances. In order to the rapid growth of digital set-top boxes(STB), expected the annual demand for 200 million sets, the Company now cooperated with the top five STB brands in the world, based on our rapid product development and mass production capabilities, and will drive the substantial growth of the Company's LED display revenue. At the Same time, we are developing IC Display, which market now exclusively owned by European and American manufacturers. With our strong internal R&D resources and global sales network, we will launch a full range of IC Display product lines, to enter into the IC Display market. Our goal is to be the top of LED display market. (c) Professional lighting and general lighting products Based on our expertise in lighting and LED technology, we has developed a variety of LED lighting products that meet steet lighting, architectural lighting, display lighting, low temperature lighting, indoor lighting, etc., which meet not only market demand but also environmental protection and energy saving trends. These high-end technologies will be used in general lighting products, consumers can easily purchase high-efficiency and competitive-priced lighting products, which will promote the idea of energy saving and carbon reduction for everyone and improve the penetration rate of LED in the lighting market. (d) Mini LED for backlight Based on the fact that the Company has developed a wide variety of backlight products. Product applications are included typical LED backlight modules, Mini LED backlight modules, and high-reliability automotive LED backlights. We estimate that -133- --- the amount of LEDs using for traditional direct-lit backlight modules is relatively low at the beginning, and it is a big disadvantage on the cost if using more LEDs for the traditional direct-lit backlight modules. Typical LED backlight modules continue to optimize LED reliability, increasing LED brightness, applied to low-end market demand, focusing on Mini LED backlight modules, and development of High Reliability Automotive LED Backlight. Therefore, we focus on the pricey and bright product, such as the gaming, professional monitor, automotive backlights and large-size TVs, to develop competitive components to meet the reliability. We also design non-white LED backlight modules to make a change on the cost and emitting angle, and hopefully the modest drop on the cost can make the mini LED direct-lit module meet the market expectation.. (e) Infrared LED and sensor The Company took the leading position in the number of shipments in the world on the infrared products and has built a strong competitive barrier. We have great influence in the opto-electronics industry, our customers are from all over the world and our applications are various, such as consumer electronics, home appliances, industrial control systems, network communication, automotive products, etc. In the future, in order to the development trends of 5G communications, industrial automation, and new energy vehicles, we set our priority to develop high-power LED, analog/digital sensors, biometric sensing components, and new-generation photocouplers, which will make the Company move to the leading position in all aspects globally. B. Long-term plan We will provide the customers and markets with the products and services needed to meet customer needs, to correspond the global energy-saving trend, to replace traditional lighting and to lead Taiwan moving to the next generation of lighting by developing higher efficient and bright energy-saving LEDs. In addition, the Company will also cooperate with upstream and downstream manufacturers to establish a closer international supply chain and partnership, to reduce production costs, to improve profitability, to expand global market share, and to strengthen the competitiveness of enterprises. We will put Taiwan as the R&D, the marketing and the operation headquarters to implement the Company's sustainable business goals and social responsibilities. Everlight will integrate the long-term Product Development Roadmap of major material suppliers and consolidate the cross-departmental teams of the Company(R&D/sales/marketing/business planning...and other departments) to formulate product development plans for the next 3 to 5 years, to build up related equipment and the necessary supporting environment (such as test systems, core technology staffs, key material, and global trend information integration of the lighting market). We see ourselves a total solution provider of lighting components. Through the cross-sector cooperation of industry, government and education, the Company can strengthen the arrangement of the technology and the patent constructed in various ways to improve the competitiveness of products worldwide. We not only provide our products and services required by the customer needs, -134- --- but also correspond to the global energy saving trends, produce and develop high-quality, efficient and economical LEDs, and cooperate with upstream and downstream manufacturers to establish a closer international supply chain partnership, reduce production costs, increase profitability, and expand global market share. # 2. Analysis of the market as well as the production and marketing situation # (1) Market Analysis A. Major products and the region distribution Our main products are visible components and sensing components, and the sales of region are as follows: (a) Sales of major products NT$, '000 | Year Products | 2024 | | 2025 | | | --- | --- | --- | --- | --- | | | Net Sales | (%) | Net Sales | (%) | | LED | 19,689,242 | 93.88 | 18,492,944 | 94.16 | | LCD | 439,641 | 2.09 | 0 | 0 | | Lighting Module | 761,007 | 3.63 | 1,051,865 | 5.36 | | Other | 83,013 | 0.40 | 95,146 | 0.48 | | Total | 20,972,903 | 100.00 | 19,639,955 | 100.00 | (b) Sales of regions NT$, '000 | Year Region | 2024 | | 2025 | | | --- | --- | --- | --- | --- | | | Net Sales | (%) | Net Sales | (%) | | Asia | 18,661,280 | 88.98 | 17,539,412 | 89.30 | | Europe | 1,465,711 | 6.99 | 1,380,255 | 7.03 | | America | 652,974 | 3.11 | 511,912 | 2.61 | | Other | 192,938 | 0.92 | 208,376 | 1.06 | | Total | 20,972,903 | 100.00 | 19,639,955 | 100.00 | # (c) Major competitors and market share As one of Taiwan's leading LED packaging manufacturers, EVERLIGHT maintains a leading position in the fields of Lamp LEDs, SMD LEDs, transmission components and sensing components, with stable performance in operating revenue and gross margin. As competition in the global LED industry intensifies, EVERLIGHT continues to strengthen its technological R&D capabilities and product portfolio to consolidate its competitive advantages in the market. | Product Mix | Application | Major Competitors | | --- | --- | --- | | Conventional Lamp LEDs | Signals, signboards, 3C products, industrial applications | Lite-On, Bright LED, Ledtech | | LED Numeric Displays | Home appliances, industrial equipment | Lite-On, Para Light | --- | SMD LEDs | Mobile phones, notebooks, PCs, TVs, industrial applications | Nichia, Seoul Semiconductor, ams OSRAM, Rohm, Harvatek | | --- | --- | --- | | OPIC | DVD pickup heads, mice, optical fiber | Rohm, Vishay | | Infrared Receiver Sensors | Remote controls, data transmission, mice, infrared sensors | Lite-On, Vishay | | General Lighting | T5/T8 tubes, bulb lamps, candle lamps, streetlights | MLS, Samsung, Nichia, Seoul Semiconductor | | Medium- and High-Power Lighting | PAR lamps, downlights, streetlights, architectural lighting, wall washers | Seoul Semiconductor, Nichia, Stanley | | Automotive Lighting | Exterior/interior automotive lighting, indicators, brake lights, ambient lighting, backlighting | ams OSRAM, Nichia, Seoul Semiconductor, Dominant | | Power Control Components | Consumer electronics, data centers, EV onboard chargers/inverters, energy storage | STM, Infineon, Rohm | # B. The demand and supply of the market and the growth in the future Over the past two years, the LED industry has undergone post-pandemic inventory adjustments. As demand from consumer, automotive, mobile phone and other applications has gradually stabilized, and new applications have continued to emerge, overall market supply and demand have become increasingly balanced, while price-cutting competition has eased. According to OMDIA's estimates of the global LED market output value, the market is expected to grow from US$16.1 billion in 2024 to US$18.8 billion in 2030, with a compound annual growth rate of $3.0\%$ from 2023 to 2029. Among all application segments, the automotive market is expected to show stronger growth, with an estimated compound annual growth rate of $6.2\%$ by 2030, and overall automotive LED revenue is expected to reach US$4.9 billion. Over the past year, the development of AI has gradually moved toward Physical AI, namely AI-controlled robots that can operate independently without human operation or --- remote control. To realize such development, a large number of sensing and control components will be required. Accordingly, invisible light products are also expected to  Revenues (\$ millions) become another key focus of development for the LED industry. ## C. Competitive Opportunity - Use the strength of Taiwanese electronics industry effectively to enter the global market. - With strong research and development ability, our LED patents have exceeded 2,650. - Understand the market and grow with customers and strategic partners. ## D. Advantages and disadvantages of development prospects and solutions ### (a) Advantages #### i. Vision of the industry - The downstream industry technology is mature and stable, the midstream players already have the chip production technology, and the upstream epitaxial technology has developed steadily in Taiwan. - The LED products have many characteristics, and can be widely used in the fields of automobiles, communications, consumer electronics, industry/instrumentation, lighting, signage/display, etc. New technologies and new applications are constantly developed, and the overall industry growth is still optimistic. #### ii. Industry position - The company's performance and profits are steady, and it has taken the shape of the international cooperation. - We have a leading position of our product lines, quality and capital expenditures in LED industry. - Our scale of productions and revenues is already the leader of LED industry. #### iii. Business overview - The strategy is to sell not only domestic clients but also the international clients, and focus on all possible applications and clients. Therefore, the risk should be low and the room of growth should be big. - Once we have target market, the only goal we want to reach is the market leader. - The product lines are complete, and has the certificate of ISO-9001, QS-9000, ISO14001, TS-16949 and other international certifications. The product quality is good, the sales volume is steadily grown, and the relationship with international OEM manufacturers is a long time partner relationship. -137- --- iv. Supply chain management - We have reached the economies of scale on purchasing. - The suppliers are plenty and full of options. - We control the material by vertical integration. v. Reaserch and develop capability - Everlight invests ever year a certain percentage of revenue in research and development for a very long period of time. - We have strong energy of research and development to launch new products ahead of our competitors every year. (b) Disadvantages and solutions i. Vision of the industry - The industry the Company locates faces unfavorable factors as rising wages and labor shortage, the Same as other industries in Taiwan. - The packaging industry has less barriers to entry, so in great China area, we have many competitors and face severe competition. Solutions: - Cooperation internationally is the key to reduce manufacturing costs and expand production capacity. - Raising the portion of OEM orders in the marketing strategy. - The Company continues to develop new products and increase product diversification. ii. Business overview - Some of the mature products are very competitive on prices and the gross profits are extremely low due to the severe competition. Solutions: - We increase our competitiveness by expanding our production scale and increase the productivity to reduce the cost. - By improving quality and developing new products, new market and new application, we can expand our business. iii. Reaserch and develop capability - It is not easy for the Company to hire and train due to the scale of downstream industry nature. Solution: - We improve our research and development manpower by training the internal talented people and introducing high quality talented people to the Company from universities.4.2.2 The applications of major products and the summary of process (2) Important Applications and Production Processes of Major Products A. The applications of major products | Major products | Application | | --- | --- | | Visible Components | Consumer Electronics, Indoor/Outdoor Signage, Back Light module, Mini LED, Horticultural Lighting, General Lighting, Street Lighting, UVC sterilizing module, Automotive applications...etc. | | Sensing Components | Power Supply, Proximity Sensor, Ambient Sensor, Wearable Device, Smoke Detector, Smart Meter, Smart Water Meter, 5G | --- Base Station, Charging Station, ...etc. ## B. The production process | Gluing Process | Molding Process | Light module Process | | --- | --- | --- | | ○ Chip | ○ Chip | ○ SMT | | | | | | | | | ○ Die bonding | ○ Die bonding | ○ Testing | | | | | | | | | ○ Silver glue curing | ○ Silver glue curing | ○ Gluing | | | | | | | | | ○ Wire bonding | ○ Wire bonding | ○ Assemble | | | | | | | | | ○ Epoxy/Silicon dispensing | ○ Molding | ○ Screwing | | | | | | | | | ○ Short curing | ○ Curing | ○ Riveting | | | | | | | | | ○ Long curing | ○ Cutting | ○ Lens coving | | | | | | | | | ○ Tie bar | ○ loosing | ○ BURN IN | | | | | | | | | ○ Testing | ○ Testing | ○ Packing | | | | | | | | | ○ Packing | ○ Packing | ▼ finished goods | | | | | | | | ▼ finished goods | ▼finished goods | | --- (3) Supply of our key materials The key materials for our LED package are chips. In terms of packaging material, our chips purchasing amount to our total purchasing amount is more than 55%. Our major chip suppliers are TEKCORE, EPISTAR, EPILEDS who supply us high quality chips as well as developing cutting edge technologies with EVELIGHT. In addition, to develop competitive supply pool and avoid supply shortage risks, we also introduce multiple chip sources, such as OPTOTECH, TYNTEK, SANAN Opto, HC SEMITEK, ...etc. Other key materials, we have SHENZHEN DERUN, I-CHIUN in lead frame supply; AVARY HOLDING, UNIMICRON TECHNOLOGY in PCB supply. (4) Major Suppliers and Clients A. Major Suppliers in the Last Two Calendar Years NTS, '000 | | 2024 | | | | 2025 | | | | 2026(As of March 31)(Note2) | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Item | Company Name | Amount | Percent | Relation with Issuer | Company Name | Amount | Percent | Relation with Issuer | Company Name | Amount | Percent | Relation with Issuer | | | A company | 944,056 | 11.80 | None | A company | 1,297,707 | 14.90 | None | A company | 469,621 | 16.51 | None | | | Other | 7,056,401 | 88.20 | | Other | 7,414,057 | 85.10 | | Other | 2,375,421 | 83.49 | | | | Net Total Supplies | 8,000,457 | 100 | | Net Total Supplies | 8,711,764 | 100 | | Net Total Supplies | 2,845,042 | 100 | | Note: Major suppliers refer to those commanding 10%-plus share of annual order volume. B. The name of the customer that accounted for more than 10% of the total sale in any of the last two year, and the proportion of the sale amount, the reason for the changes: :NA --- -141- # 3. Employees information | Items Year | | 2024 | 2025 | As of March 31st in 2026 | | --- | --- | --- | --- | --- | | Number of Employees | Direct Employees | 2476 | 1959 | 2104 | | | Indirect Employees | 2272 | 2089 | 2059 | | | Total | 4748 | 4048 | 4163 | | Average Age | | 37.4 | 33.9 | 33.9 | | Average Years of Service | | 7.4 | 5.5 | 5.5 | | Education ratio | Ph.D. | 0.16% | 0.15% | 0.14% | | | Masters | 4.81% | 4.74% | 4.23% | | | Bachelor’s Degree | 14.39% | 25.61% | 24.98% | | | Senior High School and Below | 80.64% | 69.5% | 70.65% | | Total | | 100% | 100% | 100% | # 4. Disbursements for environmental protection (1) Since our establishment, the Company has been committed to green design, clean production, industrial waste reduction, and pollution prevention and the following are our achievements: A. Green design The Company started to introduce the lead-free production in 2003, gradually completed the replacement of Tin and Lead materials, and started a full series of product surveys in September 2003, and completed a full series of analysis and testing in March 2004, further comply with the RoHS, 2002/95/EC EU Announcement, in 2003, and passed the SONY GREEN PARNER certification and LG Electronics Inc. Green Program Certificate qualified supplier certificate (2006.6.8). Other than our self-declaration, we required all raw material suppliers' products must comply with the relevant requirements from January 1, 2006. We also did internally self-test for all raw materials and products to strengthen manufacturing and production control, then we passed QC080000 in March 2008. With the appreciation of the importance of energy management and energy saving, the company's Shulin headquarters has obtained the ISO 50001 certificate in 2022 The company commit ourselves to the spirit of continuous improvement, the sustainable development of the enterprise, and the responsibility of the global community.. --- B. Clean production and pollution prevention (a) Air pollution control The Company invests in the high-efficiency air pollution prevention facilities, obtains government operation permits, operates regularly, pays air pollution dues quarterly, and runs regular tests under the related operation regulation constantly, and operates by the manual. | Items | Validity Period | Approval No. | | --- | --- | --- | | Yuan-li Plant | | | | Operational permit for stationary | 2027/10/02 | No. K0981-01 issued by Miaoli County | | Air pollution control personnel (Class A) | Certified | No. FA210340 issued by EPA, 2024 | | Tongluo Plan | | | | Operational permit for stationary | 2028/1/10 | No. K0951-01 issued by Miaoli County | | Air pollution control personnel (Class A) | Certified | No. FA110427 issued by EPA, 2019 | (b) Water pollution prevention The company has set up a wastewater process plant to deal with our wastewater generated by the production line, and both Yuanli and Tongluo plant have obtained wastewater process permits on 2009/6/29 and 2017/3/31 respectively, and also have dedicated personnel to conduct quarterly test, regular declaration, and operating by the manual. Professional personnel: wastewater control personnel(Class A) | Items | Validity Period | Approval No. | | --- | --- | --- | | Yuan-li Plant | | | | Operational permit for stationary | 2027/07/10 | No. 00444-04 issued by Miaoli County | | wastewater control personnel(Class A) | Certified | No. GA200160 issued by EPA, 2010 | | Tongluo Plan | | | | Operational permit for stationary | 2027/05/24 | No. 00637-00 issued by Miaoli County | | wastewater control personnel(Class A) | Certified | No. GA040398 issued by EPA, 2021 | (c) Waste management The general and hazardous business wastes derived from our production process are --- properly recycled and stored, and have been submitted to the local environmental protection bureau for the cleanup plan (Yuanli plant: No. 1080002498, Tongluo plant: No. 1070000205), (Tucheng Plant: New Taipei Environmental Waste No. 1140997356) and all the waste is processed by professional cleaning companies to ensure that the waste management goal is stabilized, harmless, and reducing. Professional Personnel: A total of three dedicated waste management personnel. | Items | Validity Period | Approval No. | | --- | --- | --- | | Yuan-li Plant | | | | Waste control personnel(Class A) | Certified | No. HA360163 issued by EPA, 2025 | | Tongluo Plant | | | | Waste control personnel(Class B) | Certified | No. HB211253 issued by EPA, 2006 | | Tucheng Plant | | | | Waste control personnel(Class B) | Certified | No. HB301550 issued by EPA, 2023 | C. Industrial waste reduction We follow the government's industrial waste reduction policy and promote the recycling of resources in the Company. Everlight encourages our employees both in the Company and dormitory to do a good job on recycling and making the policies to manage and recycle the waste of our production line. The valuable resource materials will be sold to qualified recycle processors for reusing, and suppliers will be gradually required to use the recyclable materials to implement the recycle policies. (2) The investment of pollution prevention equipment and the benefits: 2025/3/31, NT$'000 | Equipment | Set | Acquired Date | Amount | Net Value | The Use and the benefits | | --- | --- | --- | --- | --- | --- | | Exhaust gas process equipment and the improvement | 1 | 98.10.20 | 20,007.7 | 25.83 | Processing the exhaust gas generated in the manufacturing process to meet the emission standards of environmental protection requirements, and which can reduce the annual air pollution fee by about 500,000. | | Exhaust gas process equipment and the improvement | 1 | 105.7.27 | 16,527 | 4,158.9 | Processing the exhaust gas generated in the manufacturing process to meet the emission standards of environmental protection requirements, and which can reduce the annual air pollution fee by about 500,000. | --- | Wastewater process equipment and the improvement | 1 | 98.12.25 | 15,566.5 | 0 | Processing the waste water generated in the manufacturing process to meet the standards of environmental protection requirements and reach the recyclable standards. | | --- | --- | --- | --- | --- | --- | | Wastewater process equipment and the improvement | 1 | 105.12.30 | 10,978.2 | 3,356.8 | Processing the waste water generated in the manufacturing process to meet the standards of environmental protection requirements and reach the recyclable standards. | | Polluted water process equipment and the improvement (MBR) | 1 | 97.10.30 | 5,631.5 | 0 | Processing the polluted water generated by the personnel of production activities and meet the recyclable standard. | | Polluted water process equipment and the improvement (MBR) | 1 | 105.7.25 | 826 | 336.7 | Processing the polluted water generated by the personnel of production activities and meet the recyclable standard. | (3) The process of improving environmental pollution or the process dealing with incidents of pollution disputes in the past two years and as of the date of publication of the annual report: Since 1998, the Company has been actively committed to the implementation and operation of the environmental management system. In 1999, it successfully passed the ISO14001 certification and passed the external certification in August 2005, and obtained the ISO14001: 2004 version certificate. In order to implement environmental protection, to keep industrial safety and health, and to apply to the concept of sustainable and operation, we set up a "environmental security department" to promote the operation of environmental safety and health systems and with a more aggressive action, we research and develop suitable environmental solutions to fulfill our commitment. On December 1, 1995, Everlight was awarded the Industrial Elite Award by the Bureau of Industry of the Ministry of Economic Affairs, demonstrating the Company's great efforts in continuous improvement in industrial safety and environmental protection. In order to slow down global warming, since 2009 Everlight has managed our greenhouse gas in accordance with the ISO 14064-1 every year, and has regularly proposed energy-saving solutions. With the goal of reducing carbon emissions output unit value every year, we will fulfill the corporate responsibility of protecting the environment. (4) Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions): None. (5) The impact of the current pollution situation and its improvement measures on the earnings, competitive position and capital expenditure and its expected major environmental capital expenditure in the next three years: None --- 5. Labor relations (1) Employee compensation, benefit plans, retirement policies and labor-management agreement A. Manager and employee compensation According to the Articles 20 of Incorporation of Company, if the company makes a profit in the year, 6% to 12% should be allocated as employee remuneration and no more than 1% as director and supervisor remuneration; employee remuneration paid in stock or cash must be the employees of the controlling or subordinate company who meet certain conditions, and the certain conditions must be determined by the board of directors. EVERLIGHT provides a diverse and competitive salary system on the premise of taking into account external competition, internal fairness and legitimacy, and adheres to the concept of profit sharing with employees to attract, retain, cultivate and motivate outstanding talents from all sides. With outstanding operational performance, Everlight's overall remuneration is maintained at a certain level. The salary package of Everlight includes monthly salary, bonuses, and employee compensation from the annual profit. Bonuses and employee compensation are rewarding their contributions, and inspiring all employees to continue their efforts, so that the interests of employees and shareholders can be aligned to a win-win situation for the Company, shareholders and employees. B. Our welfare Everlight Electronics, which was founded in 1983, has formulated work regulations and established a Labor Pension Fund Monitoring Committee which monitors pension fund contributions and allocations pursuant to the Labor Standards Act to ensure that employees can perform their work duties and lead their lives in a worry-free manner. An Employee Welfare Committee has also been formed. This committee is in charge of employee welfare fund planning and management over the whole year, which encourages employees to have a long-term planning and investment plan during their service in the company. (1) Employee uniforms and shoes for the factory floor (2) Group comprehensive insurance and annual health checkup (3) Grant for employees' advanced education, Educational Assistances for Dependent Children (4) Birthday gift certificate (5) Domestic employee tours (6) Employees have statutory holiday: menstrual leave, marriage leave, bereavement leave, maternity leave, tocolysis leave, paternity leave, prenatal checkup, family care leave, etc. Above all given leave in accordance with the provisions of the Labor Standards Law. Employees can apply for relevant welfare subsidies for marriage, childbirth, and funeral. (7) Unpaid parental leave (8) The company provides "HRCB SERVICE HELPER" to respond to employees' questions and needs (consultation on leave, labor insurance, health insurance, pension, travel insurance, performance and other related services) immediately. (9) The company offers a "Warmhearted Small Stack" that provides immediate services to address employees' questions and needs (including inquiries about health, sports, activities, group buying, and benefits). (10) Gifts certificate for three main national holidays (11) Statutory annual leave -145- --- (12) Gym facilities and sports equipment rooms (table tennis room, badminton court) provide employees with enhanced health management after get off work. (13) Health promotion activities include exercise time, daily steps logged in, and health promotion redeemable sports-related items. (14) Quarterly department dinner (15) Family insurance (16) Discount coupons for regular art and cultural activities. (17) Various competitions (badminton, billiards, basketball games, walking activities, health and fitness... etc.), corporate group activities (domino activity, handicrafts... etc.). (18) Public welfare activities, volunteer services (beach cleaning, public welfare food bank volunteer service, public welfare) Comprehensive related environmental protection, health and welfare activities, won the "Corporate Health Responsibility Platinum Award" by CommonHealth, "Badge of Accredited Health Workplace" by Health Promotion Administration, Ministry of Health and Welfare, "I Taiwan I Sports" by Sports Administration (19) Family Day (Festival events, day trips, movie watching, soccer game watching, amusement parks, sightseeing factories, etc) In terms of health, to enhance employees' health awareness and execution, a total of 12 health lectures were held this year. In addition to holding diverse health lectures, to cultivate employees' exercise habits and strengthen their physique, Everlight's various plants use the morning meeting time every day to conduct vitality exercise, so that all employees are full of energy and vigor at the beginning of the workday. Moreover, Everlight also has a variety of sports clubs and activities, such as health promotion walking, team activities such as table tennis, badminton, and basketball games, and provides employees with sports meal subsidies, basketball machines and other facilities, so that employees can easily develop the habit of exercising during their busy work. The company's occupational health care personnel also provide the latest epidemic prevention information and health education on infectious diseases, and arrange for the administration of flu vaccines, COVID-19 vaccines, etc., so that employees can have a safe and secure working environment. C. Our continuous training Combine the Company's business strategy and employee function development, we organize complete training courses and multiple learning ways to create and maintain the company's best human quality. (1) Our education and training programs in all aspects - Newcomer series: newcomers basic training and production line internship courses, product introduction and quality control courses, on-the-job training (OJT), etc. - Management development series: series courses of outstanding, attracting and retaining talents, team leadership, goal and performance management, corporate governance and other courses; mid-level talent development and training, project management, execution, teamwork communication, new supervisor training and other courses; On-site supervisor management, 5S management, on-site reserve supervisors training and other courses. - Professional skills series: product training, crisis management and negotiation skills, the skills of communication, LED manufacturing process, patent courses, -146- --- project management, sales skill, customer relationship management, quality control techniques, etc. - Quality management series: six core training programs, including ISO 9001, IATF 16949, QC 080000, and other quality management-related courses. - Staff assistance series: AI-related applications, operating system and software operation learning courses, emotion and stress management, health lectures. - Multiple learning channels: electronic exhibitions visiting, various professional technical seminar courses and external training courses base on employees' competency. - E-learning system: the Company has built an online learning system platform to provide employees with independent, instant learning resources without any restrictions. (2) Complete education and training system and courses - In compliance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies," all internal auditors have completed the required 12 hours of annual continuing education. - The Audit Department conducts 2-hour internal training sessions every month to enhance audit knowledge and practical skills. - Some of our internal auditors possess the following certificates: - Certified Internal Auditor (CIA): 2 auditors in the Audit Department - Certification in Control Self-Assessment (CCSA): 1 auditor - Certified Information Systems Auditor (CISA): 1 auditor (3) Implementation status of education and training In 2025, the Training Department advanced its mission of "Embracing Responsibility, Sharing Knowledge" by accelerating the internalization of external training outcomes. Employees were encouraged to serve as internal instructors, embedding acquired expertise within Everlight's corporate framework to amplify organizational learning. Internal lecturers accounted for 65% of all training sessions, deepening knowledge transfer while saving approximately NT$610,000 in instructional expenses. Professional development initiatives included the VDA 6.3 training series, with 131 employees trained, achieving cost savings of approximately NT$6.88 million. These efforts strengthened audit readiness for automotive clients and reinforced Everlight's standards in operational excellence and quality management. The department also promoted health awareness and introduced the upgraded "Credit System 3.0," providing diversified pathways for learning and development. Through talent cultivation and digital upskilling programs, a full suite of required courses was launched, featuring esteemed instructors from academia and industry. Training completions reached 310 engineer participants, enhancing Everlight's internal capabilities and sustaining its competitive advantage. In 2025, beyond the planned annual training programs, Everlight implemented "Pre-Employment Training" to ensure the consistency of educational practices across manufacturing sites, reinforcing employee familiarity with SOP standards and quality nonconformance procedures. All training sessions were recorded and consolidated into -147- --- digital courses within the e-learning platform, enabling employees to access and review materials independently. During the year, the Everlight e-Academy recorded more than 71,496 logins for digital learning, demonstrating strong adoption alongside classroom and external training. For indirect staff, Everlight advanced cross-functional coverage and multi-skilling initiatives. Departments encouraged employees to deliver peer-led training sessions, broadening knowledge across disciplines, enhancing workforce agility, and improving employee engagement. Total participation reached 5,340 instances. In response to increasingly dynamic global competition, the organization remains committed to enhancing employee adaptability and strengthening individual competencies to sustain corporate competitiveness. Headquarters continued to expand its training agenda, offering approximately 27,773 training hours throughout 2025. Overall course satisfaction exceeded 96%, with employees affirming the applicability of their training, achieving the company's core training objective: to align training with practical application. D. Retirement system and implementation In order to stabilize the life of employees after retirement, the company has formulated labor retirement measures according to law, and established a labor retirement reserve supervision committee. According to the actuarial report, the ratio of the total monthly salary expenses is allocated and deposited in a special bank account in Taiwan. to protect workers' rights. Since July 1, 2005, the government's new retirement system has been adopted in parallel, and 6% of the total wages of labor will be allocated to the employee's individual retirement pension account; if there is a voluntary contribution to retirement, the voluntary contribution rate will be paid from the employee's monthly salary. The agency will be withheld to the individual retirement pension account of the Labor Insurance Bureau. According to the "Labor Standards Act" and the "Labor Pension Regulations", the applicable regulations of the company are as follows: (a) Voluntarily Retirement: A worker may voluntarily retire under one of the following circumstances: (For those who choose to apply the Labor Pension Regulations, the same regulations apply) (1) Those who have worked for more than 15 years and have reached the age of 55. (2) Those who have worked for more than 25 years. (3) Those who have worked for more than 10 years and have reached the age of 60. (b) Mandatory retirement: The company shall not compel an employee to retire unless one of the following situations occurs: (1) Persons over the age of 65. (2) Unqualified workers with disabilities. The age specified in Subparagraph 1 of the preceding paragraph may be adjusted to -148- --- the central competent authority for approval if the company is employed as a worker with special characteristics such as danger and strong physical strength. But not less than 55 years old. (c) Retirement payment standard: (1) The seniority before and after the application of the Labor Standards Act and the choice of continuing to apply the pension provisions of the “Labor Standards Act” or retaining the seniority before the application of the Labor Pension Ordinance in accordance with the Labor Pension Act. The payment shall be calculated according to Articles 84-2 and 55 of the Standard Law. (2) For employees who have the preceding paragraph and who are forcibly retired in accordance with Article 54, Paragraph 1, Subparagraph 2, if they are performing their duties, they shall be subject to Article 55, Paragraph 1, 2, of the Labor Standards Act. Twenty percent shall be added to the provisions of the paragraph. (3) For employees who are subject to the pension provisions of the Labor Pension Act, the company will contribute 6% of their wages to the individual pension account of the laborer on a monthly basis. (d) Retirement payment: The Company shall pay the retirement expense to the employees within 30 days from the date of retirement of the employees. E. Labor agreements and employee rights protection The Company always operates in the ways of independent management and full participation. All department heads and staffs have effectively communicated through regular business meetings, education and training, and the welfare committee to encourage harmonious labor relations. F. Employee code of conduct or ethics The company clearly communicates the corporate culture, employee work rules, and team spirit to each employee through "new comers training", "employee memo card", "bulltin board" and "internal website". Through internal website, electronic bulletin boards and other publications, we declare employee codes of conduct transparently, in order to comply with ethical and legal principles, protect shareholders' rights and interests and Everlight's corporate image. The main highlights are listed as follow: (1) Code of ethics - Do not accept any gifts or hospitality. - Do not conceal any fraud. - Comply with intellectual property rights regulations. (2) Company resources - Confidentiality of work content. - Repect of patents and intellectual property rights. - Corporation information protection. - Blocking of inside trading. (3) Conclusion: Everlight upholds the business philosophy of "Excellence, Innovation, Integrity, -149- --- Quality, and Execution", and meets the needs of employees with "effectiveness, execution, discipline, speed, accuracy, and creativity" and satisfies internal and external need with "service exceeds expectations". In accordance with the labor-related laws and regulations, we will taking care of every staff. G. Working environment and employees' personal safety protection Everlight's safety and health management framework is based on the occupational health and safety management system (ISO 45001) and Taiwan's occupational safety and health management system (TOSHMS), and through the plan, do, check and act (PDCA) cycle management to achieve accident prevention, reach the goal of safety and health and protect the assets. In accordance with the related laws and regulations of the labor safety and health, the Company has personnel in charge with labor safety and health, and they need to regularly test the working environment safety, and publicize labor safety regulations and knowledge. The company's safety and health management can be divided into several areas: (1) Occupational accidents prevention plan In order to achieve the goal of zero accidents, according to the occupational health and safety management system (ISO 45001) and Taiwan's occupational safety and health management system (TOSHMS), Everlight regularly makes the next year's occupational accidents prevention plan at the end of the year, to aim at safety and health organizations, safety and health management, safety and health education and training, work safety analysis and coaching, safety and health inspection (automatic inspection), inspection of equipment and personal safety protective equipment, medical care, safety and health activities. All the detailed plans are established, approved by the environment and health management committee, and submitted to the execution unit for implementation. If any missing of the implementation through the audit system, the environment and health management committee will discuss every three months, and make the amendment plan according to the PDCA cycle management to achieve zero accidents. (2) Implement of automatic inspection Everlight makes the safety and health inspection plans to prevent employees from having accidents during work. The inspection plan includes regular inspections of general safety and health facilities, regular inspections of firefighting equipment, periodic inspections of low-voltage electrical equipment, periodic inspections of hazardous materials, and regular inspections of drying equipment, the second type of pressure vessel periodic inspection, organic solvent operation inspection, vehicle periodic inspection and other key inspection. In addition to the inspection of process equipment, we also established a safety communication mechanism between the equipment supplier and the Company's equipment technician department to improve the existing or potential risks of new equipments. In the part of safety work, we not only do the general inspection and operation safety management before operation, we also require the high-risk and the high-hazard operation control. And in the health management section, we offer both general health examination and special occupational health examination to care the occupational health management issues, including cancer prevention seminars and cancer examination, overwork and other human factors surveys and analysis. All of these can help us to conduct and formulate relevant measures to reduce operations risk. -150- --- (3) On-site operating environment measurement According to the occupational accidents prevention plan, Everlight conducts working environment inspection for special operating environments, including 11 testing items, such as carbon dioxide, illuminance, noise, sulfuric acid, acetone, isopropanol, toluene, n-hexane, and ethyl acetate, methanol, dust working environment, all the test data obtained will be used as the basis for the future improvement of the working environment. In the future, the Company will continue to reduce the impact of corporate activities on the environment, to keep our employees healthy physically and psychologically, to fulfill the corporate social responsibilities, and to keep the promises of continuous improvements. H. Diversity in the workplace and promote gender equality policies Our company is committed to promoting a friendly, equitable, and maternal-friendly workplace environment, following the regulations of the "Occupational Safety and Health Act," "Sexual Harassment Prevention Act," "Stalking Prevention Act," "Gender Equality in Employment Act," etc., specific measures for preventing unlawful infringements, procedures for complaints and penalties, as well as guidelines for protecting maternal health in the workplace have been established to ensure thorough prevention of sexual harassment and workplace violence. We dedicated to promote Safe working environment for employees. Implement fairness in employment diversity, remuneration and promotion opportunities to ensure that employees do not suffer discrimination, harassment or unequal treatment based on race, gender, religious beliefs, age, political affiliation and any other status protected by applicable regulations. Employees must also not have their salary, rewards, training and promotion opportunities affected by factors such as race, religion, gender, age, belief, political affiliation, pregnancy, gender identity, etc. 1, 2025 Years Number and proportion of employee nationalities | Gender | Nationality | Non-national | Total | | --- | --- | --- | --- | | Number | 875 | 3173 | 4048 | | Proportion | 21.6% | 78.4% | 100% | 2. Female Diversity Indicator | Index | Percentage | | --- | --- | | Female account for total employee (%) | 42.7% | | Female account for all managers (%) | 35.2% | | Female account for senior executive (Division above) (%) | 28.6% | In order to implement and protect the maternal health of female workers, the workplace maternal health protection management regulations are formulated with reference to the Occupational Safety and Health Act, the Implementation Measures for -151- --- the Maternal Health of Female Workers, the Labor Standards Act, the Gender Equality at Work and the Ionizing Radiation Act to protect female employees before pregnancy., postpartum physical and mental health during, after, and postpartum breastfeeding. Factory nurses engaged in labor health services collect and compile relevant health information of female colleagues who are pregnant and less than one year postpartum in the factory, and then provide health guidance and management according to risk levels, and track health examinations and work suitability assessments. Make adjustments and provide relevant assistance and other maternal health protection measures when necessary. We attach great importance to the balance between work and family for female employees, aligning with government initiatives promoting breastfeeding and adhering to gender equality laws to facilitate equal opportunities in the workplace. We have established lactation rooms in the Shulin headquarters, Tongluo Factory, and Yuanli Factory, equipped with necessary items to support breastfeeding, enabling employees to return to work after childbirth with peace of mind. Pregnant female employees can also apply for free "pregnancy parking spaces" and "pregnancy shoe cabinets", which make it easier for employees to take the elevator up and down floors and avoid collisions with the crowds commuting to and from get off work. Parental leave without pay is provided regardless of gender, position, or work area. Both male and female employees are eligible to apply for parental leave without pay. In 2023, significant enhancements were made to the lactation room environment. I. Industry-Academia Collaboration and Cooperative Education: Planning and Implementation In addition to expanding existing recruitment channels, Taiwan's factories are planning student recruitment strategies to anticipate future student intake programs, ensuring a steady source of manpower. | Category | School | Number of students | Period | | --- | --- | --- | --- | | Cooperative education program students | Youth Senior High School | 117 | 2021Y-2025Y | | Cooperative education program students | JuangJing Vocational High School | 175 | 2021Y-2025Y | | International students | Minghsin University of Science and Technology | 352 | 2021Y-2025Y | (2) Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes (including labor inspection results found in violation of the Labor Standards Act, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions): The Company's labor relationship --- is good, and labor and management have reached a certain consensus, so there is no labor disputes and related losses occurred. ## 6. Information security management report Everlight Corporate in order to demonstrate the determination to reduce the risk of cyber security and provide the sustainable quality service to customer, we have built the necessary measures include IDC and network manage, and the ISO 27001 information security management system has imported in 2022, the TISAX automotive industry information security in 2024, and the ISO27701 privacy information management system in 2025. They will pass annual reviews every year to ensure the confidentiality, integrity, and availability of company information and personal data, and to protect the rights and interests of the company, customers, and all colleagues. Everlight Corporate in order to comply with the regulatory requirements for information security of automotive customers, the TISAX (Trusted Information Security Assessment Exchange) in-vehicle information security standard will be introduced in 2024 to improve the information security level of automotive customers and strengthening the company's information security competitiveness in the automotive industry supply chain. Information security rule are based on the technical support, application procedure and date security standard formulation and into the management operation system to assure the privacy protection and information security maintenance for colleagues, suppliers and customers during conducting business contacts. The goal of information security policy is protected business information and secret to ensure company operation normal. Regarding the information system and technology, the software on servers and PC are update regularly updated to defense virus and malware to protect computer security, and implement firewall to manage network, built the security Email gateway to filter mail to reduce the risk of the mail attack. In 2022, the portable storage device like USB had been control to reduce the risk of data lose and virus infection. The new colleagues need to sign the NDA and join the security training to enhance the information security awareness to company information security. ## A. Information Security Organization and Responsibilities  --- -154-       --- -155- B. Information Security Architecture  (a) Information Security and Privacy Policy-ISMS & PIMS Management Guidelines : The Information Security Management System has built and append 22 management procedures, 16 guidelines and 69 forms. The "Electric Data Flow" and "Other Management Control System" have check include below items in 2025 year : 1. Check Plans and items : - Semi-annual Disaster recovery drill. - Semi-annual fire drill and maintenance in data center. - Daily system backup check. 2. In 2025, there weren't critical defect. - Implementation status of matters relating to the promotion of the Information Security Management System - Analysis of the internal and external information security environment and related risks - Report on the business continuity plan drill - Information security education and training - Internal Audit and Review Follow-up - Follow-up on corrective actions for non-conformities and information security incidents - Implementation results and trend analysis of information security key performance indicators (KPIs) - Overview of information security protection, changes in information architecture, and other matters - Other changes and recommendations for improvement --- | Level 1, 2 Docum+A1:C29ent | Level 3 Document | Level 4 Document | | --- | --- | --- | | QSD-0000039_Information Security Management Manual | | QSD-0000039-F01_V1 List of documents | | | | QSD-0000039-F02_V1 List of external documents(Information Security) | | PRO-0000325_Information Security Organization Management Procedures | | PRO-0000325-F01_V1 Communication Channels, Timing, and Targets table | | | | PRO-0000325-F02_V1 Information Security Management Review Meeting Minutes | | PRO-0000028_Control of quality record procedure | | | | PRO-0000326_General Principles of Information Security Management | | PRO-0000326-F01_V1 Statement of Applicability | | PRO-0000327_Information Assets and Risk Management Procedures | | PRO-0000327-F01_V1 Risk Treatment Plan | | | | PRO-0000327-F02_V1 Information Assets Inventory and Risk Assessment Form | | | | PRO-0000327-F03_V1 Risk Assessment Report | | PRO-0000328_Information Equipment and Environmental Safety Management Procedures | RPO-0000004_Data Center Management Procedure | PRO-0000004-F01_V1_IT Network/System/Device unusual Report | | | SOP-0000464_Standard Operation of Environmental Management | | | | | PRO-0000328-F01_V1 Server Room Inspection Table | | | SOP-0000465_Standard Operation of Entrance Restriction Management | SOP-3-006-C-F01_V2_Data Center Entrance Record | | PRO-0000329_Access Control Management Procedure | | PRO-0000329-F01_V1 Clock Synchronization School Hour Records | | | | PRO-0000329-F02_V1 Account permission control table | | | | SOP-0000211-F02_V1 IT service request form | | PRO-0000330_Communication Security Management Procedure | | SOP-0000211-F02_V1 IT service request form | | | | PRO-0000004-F01_V1_IT Network/System/Device unusual Report | | | SOP-0008573_Standard Operation Procedure of Firewall Operation | SOP-0000211-F02_V1 IT service request form | | PRO-0000331_Information System Acquisition, Development and Maintenance Management Procedure | | SOP-0000211-F02_V1 IT service request form | | | | SOP-0008574-F02_V1_SAP System Change Request form | | | | PRO-0000331-F01_V1_Legal Software Installation List | | | | PRO-0000331-F02_V1 Software Procurement Evaluation Form | | | SOP-0008574_Standard Operation of Project Development | SOP-0000211-F02_V1 IT service request form | | | | SOP-0008574-F01_V1 Project Document Checklist | | | | SOP-0008574-F02_V1 SAP Transport Request Form | -156- --- | PRO-0000332_Information System Outsourcing Management Procedure | | Information Outsourcing Supervision | | --- | --- | --- | | | | Outsourcing Maintenance Record | | | | PRO-0000332-F01_V1 Vendor Performance Evaluation Form | | | | PRO-0000332-F02_V1 Cloud Service Risk Assessment Record Form | | PRO-0000333_Information System Vulnerability Management Procedure | | PRO-0000333-F01_V1 Information Equipment Weakness Reinforcement Record Sheet | | | | PRO-0000333-F02_V1 Threat Information Registration Form | | PRO-0000024_Training Management Procedure | | PRO-0000024-F04_V2_Training course attendance list | | PRO-0000334_Information System Internal Audit and Corrective Management Procedure | | PRO-0000334-F01_V1 Internal Audit Plan | | | | PRO-0000334-F02_V1 Internal Audit Checklist | | | | PRO-0000334-F03_V1 Internal Audit Report | | | | PRO-0000334-F04_V1 Corrective Action Form | | PRO-0000335_Information System Performance Management Procedure | | PRO-0000335-F01_V1 Performance Indicators Summary Table | | PRO-0000336_Project Information Security Management Procedure | | PRO-0000336-F01_V1 Project Information Security Management Procedure Checklist | | | | PRO-0000336-F02_V1 Project Risk Assessment Form | | PRO-0000337_Information Security Incident Management Procedure | | PRO-0000004-F01_V1_IT Network/System/Device unusual Report | | PRO-0000338_Information System Personnel Safety Management Procedure | | 4C2021V1 Contract of Recruitment | | | | 7N2015V1 Non-Disclosure Agreement | | | | 10C2021V1 Commitment Letter of Information Security | | | | 5C2021V1 Contract of Integrity and Intellectual Property | | PRO-0000339_Information System Demand and Scope Management Procedure | | PRO-0000339-F01_V1 The issue, requirement and target analysis report | | PRO-0000340_Information Security Operations Management Procedures | SOP-0008575_Standard Operation Procedure of Information System Change Management | SOP-0000211-F02_V1 IT service request form | | | SOP-0008576_Standard Operation Procedure of Application System Security | SOP-0008576-F01_Project Test Item List | | | | SOP-0008576-F02_Regression test record form | | | SOP-0008577_Standard Operation Procedure of Database Security | SOP-0000211-F02_V1 IT service request form | | | SOP-0008578_Standard Operation Procedure of Recording and Monitoring | SOP-0008578-F01_V1 system audit periodic record form | | | SOP-0000466_Standard Operation of Data Backup | SOP-0000466-F01_V2 Machine list and schedule of backup | | | | SOP-0000466-F02_V2 Tape Cross-site Backup Record Table | -157- --- | | | SOP-0000466-F03_V2 Daily Backup Status Table | | --- | --- | --- | | | | SOP-0000466-F04_V2 Operation Drill Plan and Record Table | | | | SOP-0000466-F05_V1 Emergency Response Rehearsal Table | | | SOP-0008579_Standard Operation Procedure of Portable Information Equipment and Media | PRO-035-F03_V1 Fixed Assets Scrap | | | | PRO-035-F03_V1 Fixed Assets Transfer | | | | PRO-035-F03_V1 Fixed Assets Lose | | | | SOP-3-006-C-F01_V2 Data Center Entrance Record | | | SOP-0008580_Standard Operation Procedure of Computer Virus Prevention | SOP-0000211-F02_V1 IT service request form | | | SOP-0008581_Standard Operation Procedure of Data, Files and Documents Security | SOP-0000211-F02_V1 IT service request form | | SOP-0008581-F01_V1 Cloud service termination data processing record form | | | | PRO-0000341_Information Security Compliance Management Procedures | | PRO-0000341-F01_V1 List of Applicable Laws and Regulations | | | | SOP-0000211-F02_V1 IT service request form | | PRO-0000342_Information System Operation Continuity Management Procedure | | PRO-0000342-F01_V1 Operational Impact Analysis Table | | PRO-0000363_Information System Configuration Management Procedures | | PRO-0000363-F01_V1 System configuration status form | | | | PRO-0000363-F02_V1 Configuration review record form | | PRO-0000364_ Personal Data Risk Assessment and Management Procedures | | PRO-0000364-F01_Personal Data Inventory | | | | PRO-0000364-F02_Personal Data Risk Assessment Report | | | | PRO-0000364-F03_Personal Data Risk Treatment Plan | | PRO-0000365_ Personal Data Sharing, Transfer, and Disclosure Management Procedures | | | | PRO-0000366_ Personal Data Collection and Processing Conditions Management Procedures | | | | PRO-0000368_ Privacy by Design and by Default Management Procedures | | | | PRO-0000369_Obligations to Data Subjects Management Procedures | | PRO-0000341-F01_List of Applicable Laws and Regulations | ---  (b) Information Security Policy and Measure-Information Security Reporting Process  (c) Information Security Maintenance-Network Security (d) Information Security Maintenance-Data Security We are highly concerned about the privacy of every customer, with strict standard to protect the customer's privacy and personal data. Besides following edict, we also have with EC-Council CCISO certification, ISO 27701 PIMS lead auditor and ISO27001 ISMS lead auditor to supervise the group's sensitive data protection management system. company has established "Personal Information Security Maintenance Management Measures" and regularly promotes "Personal Information Protection Special Topics" to employees, properly records customer-related information, and does not manipulate, conceal or abuse proprietary information, misrepresent important facts or engage in other unfair trading behaviors. With annual check of personal data and related risk evaluation in order to acquire" Data privacy protection mark (dp.mark)". In 2025, there were no complaints related to infringement of customer privacy or loss of customer information. ---  (7)Information Security Monitor   ---  (e) Risk Control  (f) Education Training and Meeting-Regularly Security Meeting We had built the dedicated security management unit and open the security sessions around 229 times weekly from 2021/01 till now. We also announce the security weekly report to grasp the information security situation and trends. In 2025, Join the "Science Park Cybersecurity Information Sharing and Analysis (SP-ISAC)" to achieve joint cybersecurity defense and security early warning for enterprises. --- -162-      ---  (g) Education Training and Meeting-Education Training ISO27001 Introduction   ISO27001 Internal Audit   IS Management System  Social Engineering Education   # C. Annual Plan (Information security project in recent years.)  # D. Information Security Risk Disclosure The impact of IT systems damage on the company's financial business. The IT systems have performed the drill of IDC and disaster recover, and build the high availability --- architecture and remote backup based on the priority to ensure the service level, data security and reduce the risk of service down. The company continues to establish the security systems and SOP to keep the important service stability for the strategy of Information development, and we also perform the VA and PT to ensure the IT service security and stability. From 2025 to the date of publication of the annual report, we have not detected any critical network attack and security event caused any impact on business and operations. 7. Cybersecurity management | Agreement | Patent Owner | Effective Term | Technology | Limitation | | --- | --- | --- | --- | --- | | Patent Cross Licensing Agreement | Osram | From 2009.03.25 to Patent Expiration | White Light LED Patents in Gloal fields including Automotive and General Lighting. | Confidential | | Patent Licensing Agreement | GE Lighting Solutions | Confidential | White Light LEDs | Confidential | | Patent Licensing Agreement | National Institute for Materials Science (NIMS) | Confidential | White Light LEDs | Confidential | Under the current intellectual property management plan, the company will gradually establish its connection with operational goals in the future to strengthen the company's brand image, increase corporate profits, and avoid infringements that cause losses to the company. The initial plan is for a dedicated department to develop an intellectual property management system that is linked to operational objectives in the future. This will link R&D resources and business expansion needs to help companies consolidate their profit foundation. Everlight's current measures to protect intellectual property rights: (1) Patent-related management and protection measures: The company has established a patent application reward system to encourage R&D personnel to make creative proposals and to assist and track patent output. Before submitting each application, we first conduct a patent literature search process to understand the status of previous technologies, strengthen the technical content and discussion of our own patent applications, and the quality of the application proposals. (2) Trade secret management and protection measures: The employee's employment contract should include provisions such as the obligation to keep company secrets confidential and prohibit the disclosure or use of trade secrets owned by the previous employer. Confidential technical documents are archived in the company's document management system, which manages the permissions for downloading, copying, and accessing documents, and can track the process and destination. Access control is set up in important areas. All manufacturers are required to sign a non-disclosure agreement (NDA). (3) Trademark management and protection measures: Regularly review market expansion plans with relevant personnel and actively register company trademarks in the country of operation and product sales. (4) Copyright management and protection measures: Important technology-related works are stored in the company's document management system, which is equipped with access permissions and flow tracking functions, and all internal computer file files are encrypted. -164- --- V. Review and analysis of the company's financial position and financial performance, and a listing of risks 1. Financial position Unit: NT$ thousands | Year Item | 2025 | 2024 | Difference | | | --- | --- | --- | --- | --- | | | | | Amount | % | | Current Assets | 19,640,764 | 20,104,462 | (463,698) | (2.31) | | Fix Assets | 5,293,847 | 5,775,316 | (481,469) | (8.34) | | Intangible Assets | 28,849 | 23,010 | 5,839 | 25.38 | | Other Assets | 4,635,774 | 3,876,992 | 758,782 | 19.57 | | Total Assets | 29,599,234 | 29,779,780 | (180,546) | (0.61) | | Current Liabilities | 8,166,316 | 8,230,383 | (64,067) | (0.78) | | Long-term Liabilities | 923,002 | 772,714 | 150,288 | 16.28 | | Total Liabilities | 9,089,318 | 9,003,097 | 86,221 | 0.96 | | Equity attribute to owners of parent | 19,971,082 | 20,266,806 | (295,724) | (1.46) | | Capital Stock | 4,433,931 | 4,433,931 | 0 | 0.00 | | Capital Surplus | 8,818,972 | 8,818,763 | 209 | 0.00 | | Retained Earnings | 7,346,684 | 7,669,520 | (322,836) | (4.21) | | Other Equity Interests | (628,505) | (655,408) | 26,903 | (4.10) | | Treasury stock | - | - | - | - | | Non-Controlling Interests | 538,834 | 509,877 | 28,957 | 5.68 | | Total Equity | 20,509,916 | 20,776,683 | (266,767) | (1.28) | | • Analysis of changes in financial ratios: (Amount changes by more than 20%) 1. Intangible assets increased was mainly due to the purchase of software. • Response plan: The above changes have no material impact on the Company. | | | | | -165- --- 2. Financial performance Unit: NT$ thousands | Year Item | 2025 | 2024 | Difference Amount | Difference (%) | | --- | --- | --- | --- | --- | | Operating revenue | 19,639,955 | 20,972,903 | (1,332,948) | (6.36) | | Cost of sales | 13,535,270 | 14,619,727 | (1,084,457) | (7.42) | | Gross profit | 6,104,685 | 6,353,176 | (248,491) | (3.91) | | Operating expenses | 3,641,739 | 3,893,029 | (251,290) | (6.45) | | Operating Income | 2,462,946 | 2,460,147 | 2,799 | 0.11 | | Non-operating income and expenses | 195,653 | 1,531,844 | (1,336,191) | (87.23) | | Income before tax | 2,658,599 | 3,991,991 | (1,333,392) | (33.40) | | Income tax expenses | 595,464 | 869,195 | (273,731) | (31.49) | | Net Income | 2,063,135 | 3,122,796 | (1,059,661) | (33.93) | Analysis of changes in financial ratios(Over 20%): A. Non-operating income and expenses decreased was mainly due to the decrease of Gain on disposal of investments and Gain on foreign currency exchange. B. Income before tax decreased was mainly due to the decrease of Non-operating income and expenses. C. Income tax expenses decreased was mainly due to the decrease of Income before tax. D. Net Income decreased was mainly due to the decrease of Non-operating income and expenses. 3. Cash flow A. Latest 2 years NT$, '000; % | Year Item | 2025 | 2024 | Difference (%) | | --- | --- | --- | --- | | Operating Activities | 2,847,123 | 3,109,321 | (8.43) | | Investment Activities | (2,324,190) | (1,459,325) | 59.26 | | Financing Activities | (2,439,177) | (942,323) | 158.85 | | Analysis of change in cash flow in the current year : (Amount changes by more than 20%) | | | | | (1) The change in cash flow of Investment Activities were mainly due to the decrease of cash inflow on disposal of investments. | | | | | (2) The change in cash flow of Financing Activities were mainly due to the decrease of cash inflow on short-term borrowings and the increase of cash outflow on cash dividends. | | | | -166- --- B. Cash flow analysis in the coming year NT$, '000 | Estimated Cash and Cash Equivalents, Beginning of Year | Estimated Net Cash Flow from Operating Activities | Estimated Cash Outflow (Inflow) | Cash Surplus (Deficit) | Leverage of Cash Surplus (Deficit) | | | --- | --- | --- | --- | --- | --- | | | | | | Investment Plans | Investment Plans | | 3,945,108 | 3,300,083 | 2,595,269 | 4,649,922 | - | - | | 1. Analysis of cash flow changes in the coming year: (1) Operating activities: Mainly due to the expected cash inflow from the operation of the company. (2) Investment activities: Mainly due to cash outflows from the purchase of upgrade machinery and equipment. (3) Financing activities: Mainly due to the net cash outflows arising from the full year financing activities such as cash dividends, employee bonuses, director remuneration, and financing activities. 2. Measures and liquidity analysis of expected cash shortfall: None | | | | | | 4. The effect upon financial operations of any major capital expenditures during the most recent fiscal year: None 5. The Company's reinvestment policy for the most recent fiscal year (1) The most recent annual investment policy, the main reason for its profit or loss, and improvement plans: NT$, '000 | Our Investment | Profit/Loss | Business | Main Reason of Profit/Loss | Improvement Plan | Investment Plan | | --- | --- | --- | --- | --- | --- | | Everlight (BVI) Co., Ltd. | 314,766 | Holding company | The investment benefits of equity method | Not applicable | None | | Pai Yee Investment Co., Ltd. | 23,232 | Investment company | The investment benefits of equity method | Not applicable | None | | Everlight Americas, Inc. | (8,011) | LED Sales | Revenue decreased | Expand business | None | | Evervision Electronics Co., Ltd. | (1,618) | Production and sales of LCD panel | Revenue decreased | Not applicable | None | | Everlight Electronic Europe GmbH | 83,094 | LED Sales | Revenue increased | Not applicable | None | | Everlight Optoelectronics Korea Co., Ltd. | 27,192 | LED Sales | Expenses were well controlled | Not applicable | None | | Forever Investment Co., Ltd. | (6,754) | Investment company | The investment loss of equity method | Not applicable | None | | Everlight Lighting Intelligence Technology Co., Ltd. | 76,117 | Sale of LED lighting products | Revenue increased | Not applicable | None | --- | Our Investment | Profit/Loss | Business | Main Reason of Profit/Loss | Improvement Plan | Investment Plan | | --- | --- | --- | --- | --- | --- | | Evlite Electronics Co., Ltd. | 3,503 | LED Sales | Expenses were well controlled | Not applicable | None | | Everlight Electronics India Private Limited | 4,495 | LED Sales | Expenses were well controlled | Not applicable | None | | Everlight Electronics Singapore Pte.Ltd. | 4,380 | LED Sales | Revenue increased | Not applicable | None | | WOF I Leuchten GmbH | (22) | Lighting products and accessories sales | In process of dissolution and liquidation | Not applicable | None | | Everlight Japan Corporation | (10,401) | LED Sales | Revenue decreased | Not applicable | None | | Everlight Electronics (Thailand) Co., Ltd. | (25,218) | Production and sales of LED | Newly established | Not applicable | None | (2) Investment plans for the coming year: The Company estimates no major investment plans for the future. -168- --- # 6. The section on risks # (1) Risk Management Framework  The purpose of the Company's risk management is to adopt appropriate analytical procedures to proactively identify and assess potential risks, thereby enabling management to mitigate or reduce risks through an enterprise risk management framework. The risk management system is integrated into daily operations to support the adjustment of business strategies, enhance operational performance, and achieve the Company's mission of sustainable and stable growth. The management of operational risks is assigned to relevant units based on the nature of their respective functions, with supervisors of each risk management unit forming the Risk Management Task Force. The Task Force is convened by the Executive Vice President, with the Legal Division serving as the meeting secretariat, responsible for facilitating risk management meetings and tracking the implementation of risk control measures across units. Risk management representatives appointed by each division act as members, conducting project-based analysis and control of significant risks that may impact the Company's operations. In conjunction with insurance resources, the Company evaluates the feasibility of risk transfer mechanisms to mitigate potential losses. Each risk management unit is responsible for consolidating risk data and implementation status within its respective scope and reporting to the Risk Management Task Force to compile the overall risk management report. The Internal Audit Division formulates the annual audit plan in accordance with internal control regulations and applicable laws and regulations, and reviews the quality of execution across all operations. The respective risk management units and their responsibilities are outlined as follows:. | Public Affairs Department | Responsible for managing the company's engagement with media, industry associations, and public welfare activities. The department oversees reputational risk management to reduce the likelihood of media-related crises. | | --- | --- | | Occupational Safety | Manages the company's environmental, health, and safety (EHS) | --- | and Health Division | operations to prevent or minimize risks associated with workplace incidents and environmental pollution. | | --- | --- | | Production Business Group | Responsible for controlling risks related to production and manufacturing processes, including resource inefficiency and production inefficiencies. | | Supply Chain Management Division | Oversees raw materials and component quality, compliance with restricted substances standards, and alignment with both company and customer requirements. The department ensures timely delivery and optimal procurement pricing, avoids material shortages, and minimizes inventory risks. It is responsible for managing external procurement risks (such as accident risks, price fluctuations, quality risks, and technological advancement) and internal procurement risks (such as contract compliance, acceptance risks, and inventory levels). The team also handles production scheduling and capacity planning to reduce resource waste and efficiency losses. | | Intelligent Equipment R&D Division | Handles the procurement, research, and development of production equipment, minimizing risks associated with equipment needs and technology development. | | Quality Control Division | Responsible for managing risks related to incoming material inspection and in-process product quality, reducing internal and external failure risks due to poor material quality or manufacturing issues, thereby enhancing overall product quality. | | Sales & Marketing Group | Responsible for meeting the company’s annual sales targets and KPIs, developing new customers, maintaining existing relationships, and managing performance to reduce the risk of missing revenue goals. Also oversees marketing strategy and execution to mitigate product promotion and positioning risks. | | Product Management Group | Responsible for marketing strategy implementation, product lifecycle planning, profit margin optimization, and long-term development. Provides strategic recommendations based on market trends to reduce the risk of failing to achieve performance or profit targets. | | R&D Business Group | Manages risks associated with product development, design, and pilot production, using strategic planning and cost control. Evaluates industry trends and core technologies, integrates company resources, and develops new materials and manufacturing processes to minimize associated risks. | | Administration Management Center (Including Human Resources, Training & Development, and General Affairs) | Manages risk related to human resource planning, training, recruitment, compliance with labor regulations, and talent retention to support business sustainability. Oversees administrative functions such as communication systems, energy control, facilities management, and ensures smooth business operations. | | IT Center | Responsible for the adaptability, reliability, scalability, and security of the company’s information systems. Manages risks associated with IT infrastructure and projects to reduce exposure to cybersecurity threats. | | Legal Center | Comprising the Legal Affairs Office and Intellectual Property Department. Legal Affairs manages legal and regulatory risks, ESG compliance, contract management, and litigation to reduce | -170- --- | | operational legal risks. Intellectual Property oversees IP risk management and patent dispute resolution in compliance with relevant regulatory policies. | | --- | --- | | Finance & Accounting Center | Manages risks related to financial planning, tax compliance, capital allocation, investment evaluation, derivatives, financing strategies, accounting, financial reporting, and internal controls. Ensures effective business continuity, reliable disclosures, operational efficiency, and regulatory compliance. | | Internal Audit Center | Acts as the monitoring body within the company’s risk management framework. Performs independent and objective audits to ensure the effectiveness of the company’s risk management mechanisms. | (2) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures: The Company's and subsidiaries' interest payments for 2023 and 2024 were NT$11,432 thousand and NT$17,305 thousand, respectively 0.06% and 0.08% of the consolidated net sales. Their ratios are very small and have no significant impact on the Company's profits. The Company and its subsidiaries consistently pay attention to the trend of interest rates by checking reports of various research institutions, and establish good relationships with financial institutions to keep lower capital costs. In addition to maintaining conservative and stable principles of working capital in the future, the Company and its subsidiaries will continue to strive to improve the financial structure to effectively control of the capital cost. As for the exchange rate risk, the Company and its subsidiaries' foreign currency assets and liabilities are primarily in USD. Excessive exchange rate fluctuations would cost the profit of the Company and its subsidiaries. In 2023 and 2024, the Company and its subsidiaries recognized exchange gain of NT$ 77,809 thousand and gain NT$ 303,008 thousand, accounting for 0.44% and 1.44% of the net sales of each period. The Company and its subsidiaries are in accordance with the "Procedures for Derivative Product Transaction Engagement" and maintain a certain hedge ratio to reduce the impact of exchange rate fluctuations on profitability. The impact of inflation on the profit and loss is not notable. The company and its subsidiaries will remain alert to inflation. It will work to cut costs, monitor the supply and demand for raw materials, track price fluctuations, and adjust inventory as needed. In the meantime, The Company and its subsidiaries devote in developing the high value-added products to respond the challenge. (3) Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and --- Derivatives Transactions: The Company is not engaged in any high-risk, high-leverage investment. Please refer to the company's financial report for our loans to others and endorsement or guarantee for others. Everlight trades derivative products only for the risk aversion and only undertake structured financial products with lower risks for the trading purposes. (4) Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales : None (5) The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company's Response Measures : None (6) Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales : Please see 5.6 Information security, Page 161-173. (7) The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company's Response Measures : None (8) Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans : None (9) Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans : Please see 4.8 Financing Plans and Implementation (10) Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration : The Company's sources of purchases and sales are well diversified and will not greatly be affected by a single customer. (11) Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, or Shareholders with Shareholdings of over 10% : None (12) Effects of, Risks Relating to and Response to the Changes in Management Rights : None (13) Litigation or Non-litigation Matters : A. Nichia Corporation ("Nichia") filed a lawsuit against the Company and Everlight Europe in the Geman Dusseldorf District Court alleging the infringement of Nichia European patents EP2276080("Patent 080") and EP2197053("Patent 053") in December 2016. The patent infringement cases are related to white light LED using specific phosphor. Patent 053 and Patent 080 had both expired on July 29th, 2017, therefore they won't affect the sales of the current products of the Company. In addition, this litigation was filed against only certain obsolete products of the Company, therefore the operation and sales of the Company won't be seriously -172- --- impacted by this patent. As a result, The Company had withdrawn litigation claims from this patent infringement case related to Patent 080. In October 2017, we received the European Patent Office's judgment that the claim scope of the European Patent No. EP2197053 was invalid. Therefore, the German Dusseldorf District Court withdrew the infringement lawsuit of the European patent EP2197053. B. In April 2016, the Company filed opposition proceedings in the European Patent Office ("EPO") alleging that Nichia's Patent 080 and Patent 053 are invalid. In October 2017, EPO issued decisions that the original claims were invalid, and the narrowly amended claims were valid. Both Nichia and the Company appealed In October 2017, we received the European Patent Office judgments that the patent scope of European patent EP2197053 was invalid, but the patent scope of European patent EP2276080 was valid. C. In September, 2015, Nichia filed a litigation in the German Dusseldorf District Court alleging that WOFI Leuchten ("WOFI") infringes Nichia's European Patent EP2276080("Patent 080") and EP2197053("Patent 053"). The Dusseldorf District Court ruled against Wofi in December 2016. WOFI then appealed the case in January 2017 in the Dusseldorf Higher Regional Court. In October 2017, we received the European Patent Office's judgment that the claim scope of the European Patent No. EP2197053 was invalid. Therefore, the German Dusseldorf District Court withdrew the infringement lawsuit of the European patent EP2197053. In October 2016, we received the European Patent Office's judgment that the claim scope of the European Patent No. EP2276080 was valid. On December 16, 2022, the Higher Court of Dusseldorf, Germany ruled that WOFI lost the case. Since then, the infringement lawsuit of European Patent No. EP2276080 has entered the coercive measure procedure. WOFI evaluated the final judgment result and the possible requested payment amount, and estimated RMB 141,316,000 (Euro 4,500,000) as a liability reserve that should be recorded. Currently, WOFI in this case has declared bankruptcy, and the bankruptcy proceedings are still ongoing. D. The Group and local companies A3 Commerce LLP and Altocom Asia LLP in Kazakhstan (hereinafter "Consortium A") executed in 2017 a contract for the project of installation as well as maintenance and operation of intelligent street lights with the Pavlodar Government, the Republic of Kazakhstan. The project period is six years and the total contract price is USD 8,967 thousand. Consortium A has completed installation of light fixtures under the contract. On January 4, 2019, the Pavlodar Government completed the acceptance of the installation. Nevertheless, during the subsequent operation period, the Pavlodar Government found a shortage in certain equipment of the intelligent control system, installed by A3 Commerce LLP, a member of Consortium A, and suspended release of the project payments for the second quarter of 2020, as well as the ensuing quarters, and issued a letter on October 26, 2020, asking Consortium A to install the missing intelligent -173- --- control system according to the contract as soon as possible. The Group believes that Consortium members A3 Commerce LLP failed to diligently perform its obligations of installing the intelligent control system, and Altocom Asia LLP failed to exercise the duty of management of maintenance and operation, and that both entities have become incompetent. To protect its rights and interests, the Group sent a letter to the Pavlodar Government in December 2020, asking for a change by removing A3 Commerce LLP and Altocom Asia LLP from the Consortium. However, the Pavlodar Provincial Government only sent a letter in January 2021, reemphasizing its request to correct the issues of equipment shortage and defects as mentioned above, and then filed a lawsuit on February 9, 2021, at a Kazakhstan court, demanding a termination of the contract with Consortium A and a compensation of KZT 268,883 thousand, (approximately $18,203). The Group has retained Baker McKenzie Taipei Office and Almaty Office, with the goal of negotiating with Pavlodar Government to amend the contract and to allow the Group to complete the unfinished project individually. Because the Pavlodar Government failed to proceed with the negotiation with Consortium A before directly filing a lawsuit to terminate the contract, the local court in Kazakhstan has dismissed both the Pavlodar Government's action on March 10, 2021 and its appeal on April 22, 2021, for that the procedure was not compliant with the laws. The Pavlodar Government promptly started its negotiations with Consortium A after its action was dismissed. According to the opinion issued by its lawyers on March 22, 2021, the Group is now trying to understand the claims and share of responsibilities of both parties, hoping to come up with a negotiation proposal to resolve the disputes. However, the actual outcome remains unpredictable. The maximum risk exposure in the case of contract termination is approximately $141,599. As of December 31, 2020, the Group has estimated a projected loss of $58,754 for 2020 based on reasonably estimated obligations. It also reserves the right to take legal recourse against Consortium members A3 Commerce LLP and Altocom Asia LLP for damage to the Group's right caused by their project defects. Furthermore on June 21, 2021, the Energy and Utilities Department of the Pavlodar region filed a lawsuit against the Utilities, Road, and Passenger Traffic Department of the Pavlodar City, all members of Consortium A, as well as all its contractors, claiming to invalidate the acceptance of the project completion in January 2019. The Group has hired lawyers to defend in court arguing that because the very same lawsuit was initiated by the Pavlodar Government in December 2020, and the court already ruled that the lawsuit was baseless and dismissed the case, so on the basis of the principle of double jeopardy, as well as on the fact that the plaintiff failed to comply with the pre-trial procedure for negotiation and that the Pavlodar Government has no legal right to claim to verify the acceptance is invalid, the lawsuit shall be dismissed. The lawyers have also asked the court to transfer the case to another court. -174- --- On July 21, 2021, the first instance court ruled for a change of venue. Later, the Energy and Utilities Department of the Pavlodar region filed an appeal against such ruling. On August 5, 2021 the second instance court reversed the ruling of change of venue, and the case was remanded to the first instance court to continue the review. On September 13, 2021, the first instance court decided to dismiss the Group's arguments regarding the principle of double jeopardy, as well as regarding that the plaintiff failed to comply with the pre-trial procedure for negotiation and that the Pavlodar Government has no legal right to claim to verify the acceptance is invalid, and the court issued a judgment determining the project acceptance in January 2019 is invalid. Nevertheless, the Group believes the decision is apparently inconsistent with the law, and filed an appeal on October 1, 2021 to dismiss the ruling and another appeal on October 19, 2021 against the above judgment that determines the acceptance is invalid. On December 28, 2021, the second instance court judge dismissed the Group's motion and appeal, a dismissal that has the effect of a final court judgment.. The Group filed an appeal against the second instance ruling and judgment with the third instancecourt, and the third instance. court dismissed the Group's appeal on April 4, 2022. The claim of the case was only to confirm that the act of acceptance in January 2019 is invalid, and the Pavlodar Government did not seek any compensation. Because the negotiations between the parties were not successful, the Pavlodar Government again filed a lawsuit against Consortium A, asking to terminate the contract with Consortium A and demanding a compensation of KZT 1,345,882, thousand (approximately $ 85,733) on February 10, 2022. The Group has retained lawyers for defense to ensure protection of the maximum legal interest of the Group. In view that termination of agreement may not be the best possible outcome for the parties, efforts are being made to continue negotiations with the Pavlodar Government to seek a resolution that benefits both parties. On April 27, 2022, the first instance court in its judgment granted all claims from the Pavlodar Government. The Group believes that such judgment is apparently contrary to the laws, and on June 2, 2022, an appeal was filed against the first instance judgment. On July 19, 2022, the second instance court judge dismissed the Group's appeal, and finalized the judgment. ## Taraz The Group and a local company Altocom Asia LLP in Kazakhstan (hereinafter "Consortium B") executed a contract for the project of installation as well as maintenance and operation for intelligent street lights with the Taraz Government, the Republic of Kazakhstan in 2019. The project period is six years. The total contract price is USD 14,196 thousand. Consortium B is installing light fixtures according to the contract. On March 18, 2021, the Taraz Government claimed that Consortium B performed certain project work before the corresponding design papers were ready and failed to complete the project as agreed by December 30, 2020, and therefore, the -175- --- Government filed a lawsuit to terminate the contract. However, the Group believed that Consortium B has proceeded with the relevant work under the contract and that there were no delays or defects as claimed. According to the opinion issued by its lawyers on March 22, 2021, the Group is now trying to understand the claims and share of responsibilities of the parties. However, the actual outcome remains unpredictable. Because the Taraz Government failed to proceed with the negotiation with Consortium B before directly filing a lawsuit to terminate the contract, the lawyers representing the Group are expecting to make a defense against the Taraz Government's action by claiming that the procedure was not compliant with the laws. The Group's lawyers have also filed a motion for change of venue and have been trying to negotiate with the Taraz Government to resolve the disputes. On April 22, 2021, the local court of laws granted the motion for change of venue and decided to transfer the case to a local commercial court. On July 21, 2021, the commercial court of Taraz Province issued a ruling against the Group. The Group filed an appeal on August 19, 2021. On September 23, 2021, the second instance court issued a judgment to dismiss the appeal, and such judgment is final and binding. Because the Group believes Consortium B was not at fault, it filed an appeal against the second instance judgment with the third instance court, and the third instance court dismissed the appeal on April 18, 2022. In this case, the judgment is only to determine whether the termination of contract is valid, and the Taraz Government did not claim for compensations. On the other hand, the Group will continue to evaluate whether to claim against the Taraz Provincial Government for return of equipment or price. According to the opinion issued by its lawyers on March 17, 2022, the Group evaluated the outcome of the final judgments of the two cases and possible amount to be claimed, and entered an additional provision of NT$55,981 thousand for 2021 recorded as other expenses and losses. Further, in response to the expected uncollectible accounts receivable due to the above two cases and expenditures of loans to other Consortium members, the Group entered an allowance for loss totaling NT$84,143 thousand recorded as expected credit loss, Other losses NT$622 thousand and provision for liabilities amounted to NT$114,113 thousand. As of the financial reporting date, The Group with the assistance of lawyers, has determined that the relevant litigation in Kazakhstan has exhausted all judicial procedures and reached the Supreme Court in Kazakhstan. Although there are special relief procedures similar to retrial in Taiwan available locally, The Group believes that these procedures may not yield favorable results due to factors such as the local political environment and judicial peculiarities. Based on the above assessment, The Group has increased its provision for bad debts by NT$37,554 thousand for the two cases that are expected to be unrecoverable in 2022. This amount has been recognized as an expected credit loss under the allowance for credit losses account. In addition, the company has recognized inventory -176- --- impairment losses of NT$62,214 thousand under the cost of goods sold account, and has provided for obligations, compensation, and losses that can be reasonably inferred in the amount of NT$117,553 thousand, which has been recorded under the other losses account. Due to the bankruptcy declaration of A3 Commerce LLP, the company has filed a creditor claim in accordance with applicable laws. The company is currently awaiting the issuance of a certificate of claim by the court. Upon receipt, the notarization process will be carried out locally. (14) Other Major Risks : None 7. Other important matters : None -177- --- VI. Special Disclosure 1. Information related to the company's affiliates Please refer to the Market Observation Post System (MOPS). The access path and URL is as follows: Market Observation Post System > Single Company > Electronic Document Download > Related Party Transactions Section (https://mopsov.twse.com.tw/mops/web/t57sb01_q10) 2. The status of private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None 3. Other matters that require additional description: None 4. Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed one by one: None. -178- --- -179- Everlight Electronics Co., Ltd. Chairman : | ||||