AI assistant
JENTECH — Annual Report 2025
Jun 8, 2026
52359_rns_2026-06-08_3a819ff4-893c-4246-8414-93ab102d946a.pdf
Annual Report
Open in viewerOpens in your device viewer
Ticker Number: 3653
JENTECH
Jentech Precision Industrial Co., Ltd.
2025 Annual Report
(Translation)
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.
Inquire about the URL of this year's annual report:
The company's website: https://www.jentech.com.tw
Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw
Printed on March 31, 2026
- Spokesperson, Deputy Spokesperson's name, title, contact phone number, and email address
Spokesperson: Chin-Lung Lin
Title: General Manager
Tel: (03)211-5678
Email address: [email protected]
Deputy Spokesperson's name: Feng-Chun Kuo
Title: Deputy General Manager of Administration
Tel: (03)211-5678
Email address: [email protected]
- Address and phone number of the Headquarters, branch offices, and factories
Headquarters: No.40, Keji 1st Rd., Guishan Dist., Taoyuan City
Hua Ya Factory: No.40, Keji 1st Rd., Guishan Dist., Taoyuan City
Tel: (03)211-5678
DAYUAN Factory 1: No. 19, Lane 268, Zhongshan North Road, Dayuan District,
Taoyuan City.
Tel: (03)385-7576
DAYUAN Factory 2: No. 259, Zhongshan North Road, Dayuan District, Taoyuan City.
Tel: (03)385-6777
- Name, address, website, and phone number of the stock transfer agent
Name: Transfer Agency Department of CTBC Bank Co., Ltd.
Address: 5th Floor, No. 83, Section 1, Chongqing South Road, Zhongzheng District, Taipei City.
Website: https://www.ctbcbank.com
Tel: (02)6636-5566
- Name of the accountant for the recent annual financial report, name of the accounting firm, address, website, and phone number
Accountant: Fang-Yu Wang and Se-Kai Lin
Accounting firm: PWC Taiwan
Address: 27th Floor, No. 333, Section 1, Keelung Road, Taipei City.
Website: https://www.pwc.tw
Tel: (02)2729-6666
- The names of overseas stock exchanges for trading listed securities and the methods for accessing information on those overseas securities
None
- Company website: https://www.jentech.com.tw
Table of Contents
Chapter 1 Letter to Shareholders 1
Chapter 2 Company Governance 5
1. Information of directors, general manager, deputy general managers, advisors, department heads, and branch managers 5
2. Remuneration and Compensation Paid to Directors, and President and Vice President 17
3. Implementation of Corporate Governance 23
4. Information on CPA professional fees 88
5. Information of replacement of certified public accountant 88
6. Where the company's chairman, general manager or any officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of is CPA or at an affiliated enterprise of the accounting, the name and position of the person and the period during which the position was held 88
7. Any transfer of shareholdings and changed equity pledge from the directors, managers and shareholder(s) holding more than 10% of the shares during the most recent year and as of the publication date of the annual report 89
8. Information of relationships between TOP 10 shareholders are related parties 90
9. The number of shares held by the company, the company's directors, supervisors, managers, and businesses directly or indirectly controlled by the Company in the same joint venture, and the combined shareholding percentage 90
Chapter 3 Capital Overview 91
1. Capital and Shares 91
2. Convertible Corporate Bond 97
3. Preferred Shares 99
4. Issuance of Oversea Depositary Shares 99
5. Status of Employee Stock Option Plan 99
6. Status of Employee Restricted Stock 99
7. Status of New Share Issuance in Connection with Mergers and Acquisitions 99
8. Financing Plans and Implementation 99
Chapter 4 Business Information 100
1. Business Contents 100
2. Marketing & Sales Situation 116
3. Employees' average years in service, age, and educational background distribution 126
4. Data on our environmental protection expense 126
5. Labor Relations 127
6. Information and Communication Security Management 128
- Human Rights Due Diligence and Management 131
- Intellectual Property Management Plan 140
- Important Contracts 141
Chapter 5 Review and Analysis of Financial position and Financial performance and Risks Assessment 142
- Financial position 142
- Financial performance 143
- Cash flow 144
- Impact of major annual capital expenditure on financial operations 145
- The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year 145
- Risks analysis and assessment 146
- Other important matters 150
Chapter 6 Special Disclosure 151
- Information about affiliated enterprises 151
- Private Placement Securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report 151
- Other matters that require additional description 151
- Matters that have a significant impact on shareholders' rights or securities prices as stipulated in Article 36, Paragraph 3, Item 2 of the Securities and Exchange Act during the most recent year and up to the date of printing of the annual report 151
Chapter 1 Letter to Shareholders
Dear shareholders,
Thank you all for taking the time to attend Jentech Precision Industrial Co., Ltd.'s Annual General Meeting. On behalf of all employees of the Company, I would like to express our sincere gratitude for your continued support and trust.
In fiscal year 2025, benefiting from increased sales of thermal solution products, the related shipment growth also drove higher capacity utilization and improved product profitability. As a result, the Company's operating profit increased compared to the previous year, and net profit for the year also rose. Net profit after tax amounted to NT$5,310,342 thousand, with earnings per share (EPS) of NT$36.75.
Although the global economic outlook remains uncertain, Jentech Precision, supported by a sound financial structure, is actively positioning itself in next-generation products to respond to customer demand and rapid changes in the external environment. At the same time, strict cost control measures are being implemented for existing products. The Company expects to maintain steady growth momentum and profitability going forward.
The following is a summary of our business results for 2025 and our operating plan for 2026:
1. Business Results for 2025
1.1 Results of Business Plan Implementation
Unit: NT$1,000
| Item | 2025 | 2024 | Increase (Decrease) | Increase % | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Operating Revenue | 20,275,577 | 100 | 14,278,187 | 100 | 5,997,390 | 42 |
| Operating costs | 11,841,587 | 58 | 8,912,721 | 62 | 2,928,866 | 33 |
| Gross profit | 8,433,990 | 42 | 5,365,466 | 38 | 3,068,524 | 57 |
| Operating expense | 1,935,857 | 10 | 1,566,907 | 11 | 368,950 | 24 |
| Operating profit | 6,498,133 | 32 | 3,798,559 | 27 | 2,699,574 | 71 |
| Non-operating income and expenses | 108,822 | 1 | 446,870 | 3 | (338,048) | (76) |
| Profit before income tax | 6,606,955 | 33 | 4,245,429 | 30 | 2,361,526 | 56 |
| Income tax expense | 1,296,613 | 6 | 830,267 | 6 | 466,346 | 56 |
| Profit for the year | 5,310,342 | 27 | 3,415,162 | 24 | 1,895,180 | 55 |
| Effective tax rate | 19.62% | 19.56% |
In fiscal year 2025, consolidated net revenue increased, and the gross profit margin improved, primarily driven by changes in the product mix. Operating expenses rose due to an increase in employee profit-sharing. Net non-operating income decreased, mainly because of a reduction in foreign exchange gains from U.S. dollar fluctuations. Net profit after tax for 2025 amounted to NT$5,310,342 thousand, with a net profit margin of 27%. Net profit after tax increased by NT$1,895,180 thousand, representing a 55% growth.
1.2 Budget Execution Status
Jentech did not disclose any forecasted figures for the year 2025, therefore, do not required to disclose the budget execution status.
1.3 Financial Analyses
| Analysis Item | 2025 | 2024 | |
|---|---|---|---|
| Solvency (%) | Current Ratio | 416.91 | 277.60 |
| Quick Ratio | 334.90 | 188.09 | |
| Interest Coverage Ratio | 172.07 | 313.00 | |
| Operating Performance (Times) | Account Receivable Turnover | 4.28 | 4.25 |
| Inventory Turnover | 3.53 | 3.22 | |
| Property, Plant and Equipment Turnover | 3.14 | 2.95 | |
| Total Assets Turnover | 0.87 | 0.83 | |
| Profitability (%) | Return on Equity | 28.15 | 25.30 |
| Pre-tax Income to Paid-in Capital Ratio | 456.06 | 297.05 | |
| Profit Ratio | 26.19 | 23.92 | |
| Earnings Per Share (NT$) | 36.75 | 24.15 |
1.4 Research and Development Status
Jentech will continue to focus on R&D in the following areas:
1.) Development of vapor chamber solutions for artificial intelligence chips and data centers.
2.) Development of liquid cooling thermal modules for AI chips and data centers.
3.) Development of high-performance computing connectors and drive mechanisms.
4.) Development of epoxy resin substrates.
5.) Development of IC/LED hybrid automotive lead frames.
- 3 -
2. Operating Plan for 2026
2.1 Business Policy
1.) Continuously innovate and improve, using traditional industries as a platform to incorporate innovative technologies in semiconductor manufacturing to ensure customer satisfaction.
2.) Operate with integrity and prioritize creditworthiness, clearly comply with regulations, and enhance corporate social and environmental responsibility.
3.) Fully implement the MES, SAP and ERP system to integrate and control real-time information on the production line to improve production efficiency.
4.) Continue to strengthen the Company's core values and active innovation.
5.) Continuously promote education and training, attract outstanding talent to join, and strengthen executive training.
2.2 Expected Sales Volume and Basis
The expected sales volume is based on the operational status of existing and future potential customers, taking into account new product development plans and market demand, while ensuring that the production capacity of the company is capable for the market requirements. Currently, Jentech is continuously developing new markets and customers, which is expected to have a significant positive impact on the company's growth. It is anticipated that the sales for the year 2026 will continue to grow in a stable trend seen in the year 2025.
2.3 Significant Production and Sales Policies
1.) Sales Policy: For the current year, the main sales products will still be Heat spreader products. In addition, the Company will continue to promote the development of connector mechanism and Heat spreader products, in order to provide customers with complete thermal solutions with more competitive prices and quality advantages, and strive to become one of the important component suppliers in the global automotive industry. Based on existing manufacturing technologies, Jentech will continue to focus on new product development to capture the future growth.
2.) Production Policy: Jentech will enhance the link between mold and production processes, strengthen quality control and real-time feedback mechanisms, and promote process improvements to improve production yield and reduce production costs. Jentech will also strengthen communication and coordination among all production links, establish management goals to improve production efficiency, and increase production capacity utilization to further improve production efficiency in response to production and sales needs.
-
4 -
-
Future Development Strategy
Jentech’s core strength is built upon our foundation of high-precision mold development and automated production capabilities, complemented by world-class electroplating technology. We not only provide customers with high-quality and competitively priced products, but also strive to shorten delivery times to satisfy customer requirements and create a win-win situation. This has helped us cultivate interdependent relationships with semiconductor industry leaders worldwide. Through interaction with these world-class leading manufacturers, we have improved our research and development capabilities. In recent years, we have extended our existing processing technology to the development and application of new material technology, with the aim of creating products with even higher added-value.
- The impact of External Competitive, Regulatory, and Macro Economic Environment
Facing with the uncertain global economy, regulatory changes, and fierce challenges from domestic and foreign competitors, we will adopt a cautious and optimistic attitude to respond and seek opportunities for survival and growth. As a long-term and reliable provider of technology and production capacity in the global precision metal and plastic component demand industry, we will continue to explore global markets and create win-win situations for employees, customers, and shareholders.
Finally, Jentech is deeply thankful to all of its shareholders for their unwavering support and encouragement. We will continue to make decisions that are in the best interests of the Company, and deliver long-term profitable growth for our shareholders.
Wish everyone good health and good luck.
Sincerely,
Chairman: Chung-Hsin Chao
Chapter 2 Company Governance
2.1 Information of directors, general manager, deputy general managers, advisors, department heads, and branch managers
2.1.1 Director
2.1.1.1 Director Information Sheet
March 31, 2026
| Job Title | Nationality or Place of Registration | Name | Gender and Age | Elected Date | Term of Office | Date of Initial Election | Shares held at time of election | Shares currently held | Spouse and minor children currently hold shares | Holding shares under someone else's name | Primary professional (educational) background | Currently holding positions in both this company and other companies | Other executives, directors, or supervisors who have a spousal or close family relationship within the second degree | Notes | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation -ship | ||||||||||
| Chairman | R.O.C. | Chung-Hsin Chao | Male 60~70 | 05.29.2025 | 3 | 03.28.1987 | 1,847,337 | 1.51% | 2,032,002 | 1.38% | 10,057 | 0.01% | 0 | 0 | Founder of Jentech Precision Industrial Co., Ltd. | Note 1 | Vice Chairman | Yung-Tsang Chao | Brothers | None |
| Vice Chairman | R.O.C. | Yung-Tsang Chao | Male 60~70 | 05.29.2025 | 3 | 03.28.1987 | 1,873,786 | 1.53% | 2,068,292 | 1.41% | 9,041 | 0.01% | 0 | 0 | Founder of Jentech Precision Industrial Co., Ltd. | Note 2 | Chairman | Chung-Hsin Chao | Brothers | None |
| Director | R.O.C. | Hsin-Chong International Co., Ltd. | - | 05.29.2025 | 3 | 06.17.2010 | 15,873,800 | 12.98% | 17,460,592 | 11.9% | 0 | 0 | 0 | 0 | - | - | None | None | None | None |
| R.O.C. | Representative: Chien-Tsai Chang | Male 60~70 | 05.29.2025 | 3 | 06.17.2010 | 130,243 | 0.11% | 79,260 | 0.05% | 0 | 0 | 0 | 0 | Dept. of Mechanical Engineering, National Cheng Kung University Senior Vice General Manager of R&D Center, Jentech Precision Industrial Co., Ltd. Deputy Manager of Megamedia Corporation Sampo Corporation Development Department Manager | - | None | None | None | None | |
| Director | R.O.C. | Hsin-Chong International Co., Ltd. | - | 05.29.2025 | 3 | 06.17.2010 | 15,873,800 | 12.98% | 17,460,592 | 11.90% | 0 | 0 | 0 | 0 | - | - | None | None | None | None |
| R.O.C. | Representative: Feng-Chun Kuo | Male 50~60 | 05.29.2025 | 3 | 06.08.2022 | 6,000 | 0.01% | 5,000 | 0 | 0 | 0 | 0 | 0 | Graduate Institute of Finance, National Taiwan University Vice President of HiTi Digital, Inc. Chief Financial Officer of Auras Technology Co., Ltd. | Note 3 | None | None | None | None | |
| Director | R.O.C | Heng-Shan Co., Ltd. | - | 05.29.2025 | 3 | 06.17.2013 | 15,157,574 | 12.40% | 16,672,994 | 11.36% | 0 | 0 | 0 | 0 | - | - | None | None | None | None |
- 5 -
| | R.O.C. | Representative: Chin-Lung Lin | Male 50~60 | 05.29.2025 | 3 | 06.17.2013 | 122,156 | 0.10% | 49,565 | 0.03% | 0 | 0 | 1,046,000 | 0.71% | MBA, Fairleigh Dickinson University, USA
Director of Business Division, Jentech Precision Industrial Co., Ltd. | CEO of Jentech Precision Industrial Co., Ltd. | None | None | None | None |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Director | R.O.C. | Heng-Shan Co., Ltd. | - | 05.29.2025 | 3 | 06.17.2013 | 15,157,574 | 12.40% | 16,672,994 | 11.36% | 0 | 0 | 0 | 0 | - | - | None | None | None | None |
| | R.O.C. | Representative: Jheng-Cing Wu | Male 70~80 | 05.29.2025 | 3 | 11.06.2019 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master of Finance at National Taiwan University (EMBA)
General Manager of China Bills Finance Company
Chairman and CEO of Fubon Securities
Corporate Director
Representative of Inergy Technology Inc.
Independent Director of Motech Industries Inc. | Note 4 | None | None | None | None |
| Indepen-dent Director | R.O.C. | Yen-Ling Fang | Female 61~70 | 05.29.2025 | 3 | 05.29.2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | MBA, Tulane University, USA
Executive Director and Head of Financial Services, KPMG Taiwan
Adjunct Lecturer, Department of Accounting, Soochow University | Note 5 | None | None | None | None |
| Indepen-dent Director | R.O.C. | Pei-Zen Chang | Male 61~70 | 05.29.2025 | 3 | 05.29.2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | PhD, Theoretical and Applied Mechanics, Cornell University, USA
Vice President of Industrial Technology Research Institute
Adjunct Science and Technology Advisor, Ministry of Economic Affairs | Note 6 | None | None | None | None |
| Indepen-dent Director | R.O.C. | Shen-Kuo Hsu | Male 71~80 | 05.29.2025 | 3 | 05.29.2025 | 21,000 | 0 | 29,000 | 0 | 0 | 0 | 0 | 0 | SJD, University of San Francisco, USA
MPA, Harvard University, USA
California-licensed attorney | Adjunct Professor, National Taiwan University | None | None | None | None |
Note 1: Chairman of Jentech Precision Industrial Co., Ltd.; Corporate Director Representative of Wuxi Jentech Precision Industrial Co., Ltd.; Chairman of Hsin-Chong International Co., Ltd.; Corporate Director Representative of KB Precision Tooling Co., Ltd.
Note 2: Chairman of Jentech Precision Industrial Co., Ltd.; Chairman of Heng-Shan Co., Ltd.; Corporate Director Representative of Elixi International Co., Ltd.; Supervisor and General Manager of Wuxi Jentech Precision Industrial Co., Ltd.; Corporate Director Representative of Kenly International Technology Co., Ltd.; Corporate Director Representative of Jiaxing Kenly Precision Electronics Co., Ltd.; Corporate Director Representative of Nantong Jentech Precision Industrial Co., Ltd.; Chairman and CEO of Kenly Precision Industrial Co., Ltd.; Corporate Director Representative of KB Precision Tooling Co., Ltd.; Director of Solar Applied Materials Technology Corporation.
Note 3: Vice President, Administration Division and Chief Financial Officer of Jentech Precision Industrial Co., Ltd.; Supervisor of Jiaxing Kenly Precision Electronics Co., Ltd.; Supervisor of Nantong Jentech Precision Industrial Co., Ltd.
Note 4: Responsible Person of Motech Industries Inc.; Corporate Director Representative of C-Tech Co., Ltd.; Independent Director of SunnyRich Multifunction Solar Power Co., Ltd.
Note 5: Independent Director of Shanghai Commercial & Savings Bank, Ltd.; Independent Director of WITS Corp.; Independent Director of Pharmosa Biopharm Inc.; Director of Taichung City Yaqiao Education Foundation.
Note 6: President of Industrial Technology Research Institute; Professor of Institute of Applied Mechanics, National Taiwan University; Corporate Director Representative of Air Asia Co., Ltd.
March 31, 2026
2.1.1.2 Major Shareholders of the Corporate Shareholder
| Name(s) of Corporate Shareholder(s) | Major Shareholders of the Corporate Shareholder |
|---|---|
| Hsin-Chong International Co., Ltd. | Chung-Hsin Chao 75.6%, Hsu-Tzu Mei Chao 13.9%, I-Ting Chao 10.5% |
| Heng-Shan Co., Ltd. | Yung-Tsang Chao 76.02%, Kuei-Ling Chien 14.42%, Yu-Hsun Chao 4.78%, I-Yun Chao 4.78% |
2.1.1.3 The Major Shareholder(s) of the Legal Entity are its main Shareholder(s): None
2.1.1.4 Qualifications of directors and independence of independent directors
| Name\Requirement | Professional Qualifications and Experience (Note 1) | Independence Status | Number of independent directors concurrently serving in other publicly listed companies |
|---|---|---|---|
| Chung-Hsin Chao | Founded the Company in 1987 and currently serves as Chairman. With over 50 years of experience in the mold manufacturing and machining industry, he possesses profound expertise in mold design and precision machining processes. He has led the Company's transformation from mold fabrication and precision metal processing into advanced components such as thermal modules, automotive electronics, and semiconductor-related parts. Under his leadership, the Company continues to maintain a leading position in precision manufacturing. He was also selected as one of the "Top 100 Taiwan Business Leaders" by Harvard Business Review Taiwan. | Not Applicable | 0 |
| Yung-Tsang Chao | Co-founded the Company together with Chairman Chung-Hsin Chao and currently serves as Vice Chairman. He focuses on corporate operations and management, with long-standing experience in strategic planning and operational decision-making. He has accumulated extensive practical and managerial expertise over the years. He is responsible for leading the Company's operations, financial strategy, resource integration, and production capacity planning, and possesses experience in | 0 |
| Requirement
Name | Professional Qualifications and Experience (Note 1) | Independence Status | Number of independent directors concurrently serving in other publicly listed companies |
| --- | --- | --- | --- |
| | multinational customer management and international business development. He has driven the Company’s globalization and established connections with major international clients. | | |
| Hsin-Chong International Co., Ltd.
Representative: Chien-Tsai Chang | Formerly served as Senior Vice President of the R&D Center at Jentech Precision Industrial Co., Ltd., Assistant Manager at Jialu Technology Co., Ltd., and Director of the Development Department at Sampo Corporation.
He has extensive experience in research and development as well as product development, having led corporate R&D teams to advance technology integration and new product development.
With his solid background in R&D and management, he provides the Board of Directors with important professional support in technology strategy and corporate governance. | | 0 |
| Hsin-Chong International Co., Ltd.
Representative: Feng-Chun Kuo | Formerly served as Vice President of HiTi Digital Inc. and Chief Financial Officer of Auras Technology Co., Ltd.
He currently serves as Vice President and Chief Financial Officer of the Company. With a solid foundation in financial management, capital markets, and risk management theory, he is able to accurately evaluate the Company’s financial strategies and oversee capital operations. He is well-versed in the Company’s operational direction and leads key functions including finance, corporate governance, ESG, human resources, IT, and plant construction. | | 0 |
- 8 -
| Requirement
Name | Professional Qualifications and Experience (Note 1) | Independence Status | Number of independent directors concurrently serving in other publicly listed companies |
| --- | --- | --- | --- |
| Heng-Shan Co., Ltd.
Representative:
Chin-Lung Lin | Formerly served as Vice President of the Operations Center of the Company. He holds a Master's degree in Business Administration from Fairleigh Dickinson University in the United States. He currently serves as the Company's President. With an international management education background and practical-oriented experience, he possesses comprehensive strategic vision and financial management capabilities. He is responsible for leading overall operations and strategic planning, as well as overseeing sales and procurement management. He also serves as the Company's spokesperson, responsible for investor relations and external communications. | | 0 |
| Heng-Shan Co., Ltd.
Representative:
Jheng-Cing Wu | Formerly served as Chairman of China Bills Finance Corporation and Chairman and General Manager of Fubon Bills Finance Corporation. He currently serves as the Responsible Person of MacPort Aifuma Co., Ltd. With solid expertise in financial services and strategic governance experience, he provides professional support to the Board of Directors in corporate governance and financial decision-making, thereby enhancing the overall effectiveness of board decisions and financial stability. His experience contributes to the Company's financial planning and long-term strategic positioning, strengthening its overall competitiveness. | | 1 |
| Yen-Ling Fang | Formerly served as Executive Director and Lead Partner of Financial Services at KPMG Taiwan, and as Adjunct Lecturer in the Department of Accounting at Soochow University. She currently serves as an Independent Director of several companies. She holds multiple professional qualifications, | All independent directors fully comply with Article 3 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.” Please refer to Note 2 | 3 |
- 9 -
| Requirement
Name | Professional Qualifications and Experience (Note 1) | Independence Status | Number of independent directors concurrently serving in other publicly listed companies |
| --- | --- | --- | --- |
| Pei-Zen Chang | including Certified Public Accountant, Securities Analyst, Certified M&A Advisor, and International Trust and Estate Practitioner. She is well-versed in family governance, equity trusts, mergers and acquisitions processes, and internal control and corporate governance. With her independent and prudent judgment, she strengthens the Board’s oversight function and enhances the quality of corporate decision-making. | | |
| | Formerly served as Vice President of the Industrial Technology Research Institute and as Part-time Science and Technology Advisor to the Ministry of Economic Affairs.
He currently serves as President of the Industrial Technology Research Institute. With extensive experience across industry, government, and academia, and a broad interdisciplinary perspective, he has profound academic expertise in stress analysis and micro-electro-mechanical systems. He has published numerous papers in international journals and holds multiple patents, demonstrating strong technical and theoretical foundations. He brings independent and forward-looking governance perspectives to the Company’s Board of Directors. | | 0 |
- 10 -
| Requirement | Professional Qualifications and Experience (Note 1) | Independence Status | Number of independent directors concurrently serving in other publicly listed companies |
|---|---|---|---|
| Name | |||
| Shen-Kuo Hsu | Formerly an attorney licensed to practice in California, USA. He holds a Juris Doctor (J.D.) degree from the University of San Francisco, USA, and a Master of Public Administration (MPA) degree from Harvard University, USA. He currently serves as an Adjunct Professor at National Taiwan University. He specializes in legal studies and organizational conflict management, with both academic and practical research experience. He is the author of several books, including Conflict Management and Decoding the Mind. With his prudent, fair, and independent judgment, he strengthens the Board's operations and decision-making quality. | 0 |
Note 1: All members of the Board of Directors have no circumstances specified under Article 30 of the Company Act.
Note 2: Article 3 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" provides that an independent director shall meet the following requirements:
(1) Neither the individual, their spouse, nor relatives within the second degree of kinship serve as a director, supervisor, or employee of the Company or its related enterprises.
(2) The individual, their spouse, or minor children, or any nominee arrangement, do not hold more than 1% of the Company's total issued shares or are not among the top ten natural person shareholders.
(3) The individual is not a manager of the Company or its related enterprises, nor the spouse, relative within the second degree of kinship, or lineal blood relative within the third degree of kinship of a director, supervisor, manager, or a natural person shareholder holding more than 1% of the Company's total issued shares or among the top ten shareholders.
(4) The individual does not serve as a director, supervisor, or employee of any company with a specific relationship with the Company.
(5) In the most recent two years, neither the individual nor any company in which the individual serves as a director has provided exclusive or professional services to the Company.
2.1.1.5 Board Diversity and Independence
To strengthen the Board's effectiveness and diversify directors' competencies, the Company has established a Nomination Committee to enhance the selection mechanism for directors (including independent directors). The Committee is responsible for building a diversified and professional board composition, formulating qualification criteria for directors, identifying and nominating candidates accordingly, and establishing and regularly reviewing director training programs.
The Company's Board of Directors comprises experts and scholars from various fields, including industry, finance, business, investment, information technology, and communications. More than half of the Board members have industry experience. The Board also covers key areas such as business judgment, remuneration management, corporate governance, business management, information security, risk management, and sustainability management. In addition, the Company actively seeks to appoint female directors.
Currently, the Board consists of nine members, including three independent directors. The Board is diverse in composition, with members possessing different core competencies and complemented by independent directors with varied professional backgrounds, enabling the Board to effectively fulfill its responsibilities. These responsibilities include establishing sound corporate governance mechanisms, supervising, appointing, and guiding management, strengthening managerial functions, and overseeing the Company's overall operations in economic, social, and environmental aspects, with the aim of maximizing the interests of stakeholders.
(1) Board Diversity: The current implementation of board diversity at the Company is as follows:
| Diversity Core
Director's Name | Basic Composition | | | | | | | | Industry Experience | | | | Professional Competence | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Nationality | Gender | Employee | Age | | | Years of service as an independent director | | Finance and Financial | Research and Development Technology | Business and Supply | Service and Marketing | Risk Management | Accounting and Financial Analysis | Business Management |
| | | | | 50~60 years | 60~70 years | 70~80 years | Under 9 years | 9 years or more | | | | | | | |
| Chung-Hsin Chao | R.O.C | Male | - | - | - | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ |
| Yung-Tsang Chao | R.O.C | Male | ✓ | - | ✓ | - | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ |
| Hsin-Chong International Co., Ltd.
Representative: Chien-Tsai Chang | R.O.C | Male | - | - | ✓ | - | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ |
| Hsin-Chong International Co., Ltd.
Representative: Feng-Chun Kuo | R.O.C | Male | ✓ | ✓ | - | - | - | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | ✓ |
| Heng-Shan Co., Ltd. Representative : Chin-Lung Lin | R.O.C | Male | ✓ | ✓ | - | - | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | - | ✓ |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Heng-Shan Co., Ltd. Representative : Jheng-Cing Wu | R.O.C | Male | - | - | - | ✓ | - | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | ✓ |
| Yen-Ling Fang | R.O.C | Female | - | - | ✓ | - | ✓ | - | ✓ | - | ✓ | ✓ | ✓ | ✓ | ✓ |
| Pei-Zen Chang | R.O.C | Male | - | - | ✓ | - | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | - | ✓ |
| Shen-Kuo Hsu | R.O.C | Male | - | - | - | ✓ | ✓ | - | ✓ | - | ✓ | ✓ | ✓ | - | ✓ |
(2) The Independence of the Board of Directors:
The Company actively implements corporate governance practices. All operations and arrangements of the Board of Directors are carried out in accordance with applicable laws and regulations, the Company's Articles of Incorporation, and resolutions of shareholders' meetings. The Company respects the professionalism of its directors, and all Board agenda items are subject to thorough discussion prior to meetings. For major proposals or special matters, prior consultation and communication with directors are conducted as necessary. During meetings, directors' professional opinions are also sought, effectively enhancing decision-making efficiency and fostering a sound board culture.
The Company has three independent directors, representing more than one-third of the total number of board seats. Each of the independent directors has served no more than three consecutive terms and exercises their duties objectively. They carefully assess existing and potential risks of the Company and effectively oversee the implementation of internal control systems, the appointment (and dismissal) and independence of the external auditors, and the fair presentation of the financial statements.
In accordance with the Company's "Procedures for Election of Directors," the election of directors (including independent directors) adopts a cumulative voting system and a candidate nomination system to encourage shareholder participation. Shareholders holding a certain percentage of shares may nominate candidates. All director candidates are reviewed by the Nomination Committee to assess their qualifications and confirm that none fall under any of the disqualifying conditions set forth in Article 30 of the Company Act. All relevant procedures are conducted and disclosed in accordance with applicable laws and regulations, thereby safeguarding shareholders' rights and maintaining independence.
There are two directors who have spousal or second-degree kinship relationships with each other, which is in compliance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.
(3) Reasons why female directors do not reach one-third of the Board and improvement measures:
The current Board consists of nine members, of whom one is female, representing 11% (1/9) of the Board, which does not meet the one-third threshold recommended by the Taiwan Stock Exchange. Due to the nature of the Company's industry, it has been relatively challenging to identify female candidates with the required professional expertise.
In the director nomination process, the Company will give priority consideration to female candidates and actively seek qualified female professionals with relevant industry experience to join the Board, with the aim of advancing gender diversity and equality.
2.1.2 Information regarding the General Manager, Deputy General Managers, Assistant Managers, as well as heads of departments and branch offices
March 31, 2026
| Job Title | Nationality | Name | Gender | Date of election/appointment | Holdings of shares | Spouse and minor children currently hold shares | Holding shares under someone else's name | Primary professional (educational) background | Currently holding positions in both this company and other companies | Managerial personnel with spouses or close relatives within the second degree of kinship | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job Title | Name | Relationship | ||||||||
| Vice Chairman | R.O. C. | Yung -Tsang Chao | Male | 03.28.1987 | 2,068,292 | 1.41 | 9,041 | 0.01 | - | - | Founder of Jentech Precision Affiliated Senior High School of National Taiwan Normal University | Note 1 | Chairman | Chung Hsin Chao | Brothers | None |
| General Manager | R.O. C. | Chin -Lung Lin | Male | 03.08.2000 | 49,565 | 0.03 | - | - | 1,046,000 | 0.71 | MBA Fairleigh Dickinson University, USA Director of Business Division, Jentech Precision | - | - | - | - | None |
| Vice President of the Administration Department | R.O. C. | Feng -Chun Kuo | Male | 07.10.2018 | 5,000 | - | - | - | - | - | Graduate Institute of Finance, National Taiwan University Vice President of HiTi Digital, Inc. Chief Financial Officer of Auras Technology Co., Ltd. | Note 2 | - | - | - | None |
| Vice President of the Surface Treatment Division | R.O. C. | Jia -Wei Peng | Male | 03.18.2022 | - | - | - | - | - | - | Chemical Engineering Dept., Dahua Technical College Plating Department Manager at Fusheng Industrial Director of the Surface Treatment Division, Jentech Precision | - | - | - | - | None |
| Job Title | Nationality | Name | Gender | Date of election/appointment | Holdings of shares | Spouse and minor children currently hold shares | Holding shares under someone else's name | Primary professional (educational) background | Currently holding positions in both this company and other companies | Managerial personnel with spouses or close relatives within the second degree of kinship | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job Title | Name | Relationship | ||||||||
| Director of Research and Development Division 1 | R.O.C. | Mu-Chih Jhong | Male | 04.26.2019 | - | - | - | - | - | - | China University of Science and Technology Manager of Mold Department, Jentech Precision Director of Research and Development Division 1 | - | - | - | - | None |
| Director of Research and Development Division 2 | R.O.C. | Chiao-Hsiang Chang | Male | 08.07.2019 | - | - | - | - | - | - | Department of Statistics at TsingHua University Deputy Director of Research and Development Division at Jentech Project Manager for New Development Projects at Foxconn Precision | - | - | - | - | None |
| Director of Injection Molding Division | R.O.C. | Jin-Ruei Yu | Male | 11.08.2019 | - | - | - | - | - | - | Graduate Institute of Mechanical Engineering at National Taiwan University Deputy Director of Research and Development Division at Jentech Precision Deputy Manager of R&D at Edison Opto | Note 3 | - | - | - | None |
| Director of Quality Assurance Department | Malay-sia | Shiue-Chin Lin | Male | 03.24.2020 | 4,318 | - | - | - | - | - | Graduate Institute of Manufacturing System Engineering, Queen's University Belfast, Northern Ireland, UK -Quality Assurance Manager at Jentech Precision Industrial Co., Ltd. Technology Manager at Intel Asia Pacific | - | - | - | - | None |
| Director of Materials Business Division | R.O.C. | Yue-Jen Wang | Female | 05.07.2021 | 98 | - | - | - | - | - | Department of International Trade at Chinese Culture University Deputy Director of Material Business Division at Jentech Precision | - | - | - | - | None |
| Director of Connector Product Division | R.O.C. | Chang-Chi Yeh | Male | 08.26.2023 | 1,734 | - | 158 | - | - | - | Master of Mechanical Engineering from National Chiao Tung University Director of Connector Products Division at Jentech Senior Engineer at Hon Hai Precision Industry Co., Ltd. | - | - | - | - | None |
| Director of Dayuan Plant 2 | R.O.C. | Jian-Ru Lai | Male | 06.28.2024 | 220 | - | - | - | - | - | Department of Finance and Banking , Feng Chia University Deputy Director of Dayuan Plant 2, Jentech Precision | - | - | - | - | None |
- 15 -
| Job Title | Nationality | Name | Gender | Date of election/appointment | Holdings of shares | Spouse and minor children currently hold shares | Holding shares under someone else's name | Primary professional (educational) background | Currently holding positions in both this company and other companies | Managerial personnel with spouses or close relatives within the second degree of kinship | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job Title | Name | Relationship | ||||||||
| Director of Stamping Production Division | R.O.C. | Jie-Yuan Hung | Male | 06.28.2024 | 54,529 | 0.04 | 5,350 | - | - | - | Department of Industrial Engineering and Management, Ming Chi University Deputy Director of Stamping Production Division, Jentech Precision | - | - | - | - | None |
| Accounting and Finance Officer | R.O.C. | Hong-Ping Pan | Female | 05.10.2024 | 286 | - | - | - | - | - | Department of Accounting, Shih Chien University Finance Manager of Jentech Precision Deputy Manager of Masterlink Securities Corporation | - | - | - | - | None |
Note 1: Chairman of Heng-Shan Co., Ltd.; Corporate Director Representative of Elixi International Co., Ltd.; General Manager and Supervisor of Wuxi Jentech Precision Industrial Co., Ltd.; Corporate Director Representative of Kenly International Technology Co., Ltd.; Corporate Director Representative of Jiaxing Kenly Precision Electronics Co., Ltd.; Corporate Director Representative of Nantong Jentech Precision Industrial Co., Ltd.; Chairman and General Manager of Kenly Precision Industrial Co., Ltd.; Corporate Director Representative of KB Precision Tooling Co., Ltd.; Director of Solar Applied Materials Technology Corporation.
Note 2: Supervisor of Jiaxing Kenly Precision Electronics Co., Ltd.; Supervisor of Nantong Jentech Precision Industrial Co., Ltd.
Note 3: Corporate Director Representative of Jentech Precision Industrial (Malaysia) SDN. BHD.
2.1.3 When the Chairman and the General Manager or equivalent positions (the top executives) are the same person, spouses, or first-degree relatives, the reasons, rationale, necessity, and corresponding measures shall be explained: No such situation exists.
2.2 Remuneration and Compensation Paid to Directors, and President and Vice President
2.2.1 Remuneration Paid to Directors
Unit: NT$ 1,000
| Title | Name | Director's Remuneration | Total Remuneration (A+B+C+D) and as a % of Net Income | Compensation Earned by a Director Who is an Employee | Total Compensation (A+B+C+D+E+F+G) and as a % of Net Income | Compensation (A+B+C+D+E+F+G) and as a % of Net Income | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) | Severance Pay and Pensions (B) | Compensation to Directors (C) | Allowances (D) | Compensation , Bonuses and Allowances (E) | Severance Pay and Pensions (F) | Compensation to Employee (G) | ||||||||||||||||
| From Jen-tech | From All Consoli-dated Entities | From Jen-tech | From All Consoli-dated Entities | From Jen-tech | From All Consoli-dated Entities | From Jen-tech | From All Consoli-dated Entities | From Jen-tech | From All Consoli-dated Entities | From Jen-tech | From All Consoli-dated Entities | From Jen-tech | From All Consolidated Entities | From Jentech | From All Consolidated Entities | From Jen-tech | From All Consolidated Entities | |||||
| Chairman | Chung-Hsin Chao | - | - | - | - | 124,538 | 124,538 | - | - | 124,538 | 124,538 | 20,566 | 20,566 | 377 | 377 | 116,148 | - | 152,148 | - | 261,629 | 297,629 | - |
| Director | Yung-Tsang Chao | |||||||||||||||||||||
| Director | Hsin-Chong International Co., Ltd. Representative: Chien-Tsai Chang | |||||||||||||||||||||
| Director | Hsin-Chong International Co., Ltd. Representative: Feng-Chun Kuo | |||||||||||||||||||||
| Director | Heng-Shan Co., Ltd. Representative: Chin-Lung Lin | |||||||||||||||||||||
| Director | Heng-Shan Co., Ltd. Representative: Iheng-Cing Wu | |||||||||||||||||||||
| Director | Hsin-Chong International Co., Ltd. Representative: Chung-Hui Hsu (Note 3) | |||||||||||||||||||||
| Director | Wei-Pang Liu (Note 3) | |||||||||||||||||||||
| Independent Director | Yen-Ling Fang (Note 3) | - | - | - | - | 21,573 | 21,573 | - | - | 21,573 | 21,573 | - | - | - | - | - | - | - | 21,573 | 21,573 | - | |
| Independent Director | Pei-Zen Chang (Note 3) | |||||||||||||||||||||
| Independent Director | Shen-Kuo Hsu (Note 3) | |||||||||||||||||||||
| Independent Director | Tsung-Nan Tsai (Note 3) |
- 17 -
- 18 -
| Independent Director | Te-Chang Yao (Note 3) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director | Stephanie Chang (Note 3) |
-
Please describe the policy, system, standards and structure of independent directors' remuneration, as well as the connection between the amount of remuneration paid and director's responsibilities, risks, time investment and other factors: the remuneration of the directors of the Company is determined by the board of directors in accordance with the Articles of Incorporation, issued based on the director's participation in the Company's operations and contribution, with reference to both domestic and foreign market standards. If the Company has a profit, the board of directors will determine the amount of directors' remuneration in accordance with the Company's Articles of Incorporation. Independent directors are ex-officio members of the audit committee. In addition to the general remuneration paid to directors, the Company takes into account of each director's individual responsibilities, risks and investment time, and also determines different reasonable remunerations.
-
In addition to the information disclosed in the table above, has any Director provided services to Jentech Precision and its subsidiaries and received compensation for such services (e.g. serving as a consultant that is not an employee): None
Note 1: As of the date of printing of this annual report, the distribution of directors' remuneration for 2025 has not yet been approved by the Board of Directors. The amounts presented are estimated figures.
Note 2: As of the date of printing of this annual report, the allocation of employee compensation for 2025 has not yet been approved by the Board of Directors. The amounts presented are estimated figures.
Note 3: At the shareholders' meeting held on May 29, 2026, all directors were re-elected. Directors Chung-Hui Hsu, Wei-Pang Liu, Tsung-Nan Tsai, Te-Chang Yao, and Stephanie Chang retired upon expiration of their terms. Directors Yen-Ling Fang, Pei-Zen Chang, and Shen-Kuo Hsu were newly elected and assumed office.
Table of Remuneration Scale
| Remuneration Paid to Directors | Director Names | |||
|---|---|---|---|---|
| Total Remuneration (A+B+C+D) | Total Compensation (A+B+C+D+E+F+G) | |||
| From Jentech | From All Consolidated Entities H | From Jentech | From All Consolidated Entities I | |
| Less than NT$1,000,000 | - | - | - | - |
| NT$1,000,000 - NT$1,999,999 | Yen-Ling Fang, Pei-Zen Chang, Shen-Kuo Hsu | same as left | Yen-Ling Fang, Pei-Zen Chang, Shen-Kuo Hsu | same as left |
| NT$2,000,000 - NT$3,499,999 | - | - | - | - |
| NT$3,500,000 - NT$4,999,999 | - | - | - | - |
| NT$5,000,000 - NT$9,999,999 | Hsin-Chong International Co., Ltd. Representative: Chung-Hui Hsu, Wei-Pang Liu, Tsung-Nan Tsai, Te-Chang Yao, Stephanie Chang | same as left | Hsin-Chong International Co., Ltd. Representative: Chung-Hui Hsu, Wei-Pang Liu, Tsung-Nan Tsai, Te-Chang Yao, Stephanie Chang | same as left |
| NT$10,000,000 - NT$14,999,999 | Hsin-Chong International Co., Ltd. Representative: Chien-Tsai Chang, Heng-Shan Co., Ltd. Representative: Jheng-Cing Wu | same as left | Hsin-Chong International Co., Ltd. Representative: Chien-Tsai Chang, Heng-Shan Co., Ltd. Representative: Jheng-Cing Wu | same as left |
- 19 -
| NT$15,000,000 - NT$29,999,999 | Chung-Hsin Chao, Yung-Tsang Chao, Hsin-Chong International Co., Ltd. Representative: Feng-Chun Kuo, Heng-Shan Co., Ltd. Representative: Chin-Lung Lin | same as left | - | - |
|---|---|---|---|---|
| NT$30,000,000 - NT$49,999,999 | - | - | Hsin-Chong International Co., Ltd. Representative: Feng-Chun Kuo | same as left |
| NT$50,000,000 - NT$99,999,999 | - | - | Chung-Hsin Chao, Yung-Tsang Chao, Heng-Shan Co., Ltd. Representative: Chin-Lung Lin | Chung-Hsin Chao, Yung-Tsang Chao |
| NT$100,000,000 and above | - | - | - | Heng-Shan Co., Ltd. Representative: Chin-Lung Lin |
| Total | 14 persons | same as left | 14 persons | same as left |
2.2.2 Compensation Paid to President and Vice Presidents
Unit: NT$ 1,000
| Title | Name | Compensation (A) | Severance Pay and Pensions (B) | Bonuses and Allowances (C) | Employee Compensation (D) | Total Compensation (A+B+C+D) and as a % of Net Income | Compensation Paid to Directors from Non-Consolidated Entities | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| From Jentech | From All Consolidated Entities | From Jentech | From All Consolidated Entities | From Jentech | From All Consolidated Entities | From Jentech | From All Consolidated Entities | From Jentech | From All Consolidated Entities | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| Vice Chairman | Yung-Tsang Chao | 18,855 | 18,855 | 485 | 485 | 0 | 0 | 101,211 | - | 137,211 | - | 120,551 2.28% | 156,551 2.97% | - |
| General Manager | Chin-Lung Lin | |||||||||||||
| Vice President | Feng-Chun Kuo | |||||||||||||
| Vice President | Jia-Wei Peng |
Note: As of the date of printing of this annual report, the allocation of individual employee compensation for 2025 has not yet been approved by the Board of Directors. The amounts presented are estimated figures.
Compensation Scale
| Compensation Paid to Senior Executives | Names of Senior Executives | |
|---|---|---|
| The Company | The Company in the financial report | |
| Less than NT$1,000,000 | - | - |
| NT$1,000,000 – NT$1,999,999 | - | - |
| NT$2,000,000 – NT$3,499,999 | - | - |
| NT$3,500,000 – NT$4,999,999 | - | - |
| NT$5,000,000 - NT$9,999,999 | - | - |
| NT$10,000,000 - NT$14,999,999 | Jia-Wei Peng | same as left |
| NT$15,000,000 - NT$29,999,999 | Feng-Chun Kuo | same as left |
| NT$30,000,000 - NT$49,999,999 | Yung-Tsang Chao | same as left |
| NT$50,000,000 - NT$99,999,999 | Chin-Lung Lin | same as left |
| NT$100,000,000 and above | - | - |
| Total | 4 persons | 4 persons |
- 20 -
Unit: NT$1,000
2.2.3 Profit Sharing Distributed to Managers
| Title | Name | Stock | Cash | Total | % of Net Income | |
|---|---|---|---|---|---|---|
| Managers | Vice Chairman | Yung-Tsang Chao | — | 140,002 | 140,002 | 2.65% |
| General Manager | Chin-Lung Lin | |||||
| Vice President | Feng-Chun Kuo | |||||
| Vice President | Jia-Wei Peng | |||||
| Director | Jin-Ruei Yu | |||||
| Director | Chiao-Hsiang Chang | |||||
| Director | Mu-Chih Jhong | |||||
| Director | Shiue-Chin Lin | |||||
| Director | Yue-Jen Wang | |||||
| Director | Chang-Chi Yeh | |||||
| Director | Jian-Ru Lai | |||||
| Director | Jie-Yuan Hung | |||||
| Accounting Officer | Hong-Ping Pan |
2.2.4 Provide a comparative analysis of the total remuneration amounts paid to the directors, general manager, and deputy general manager of our company and all consolidated subsidiaries in the past two fiscal years as a percentage of the individual or separate financial report's after-tax net income. Additionally, explain the policy, standards, and composition of the remuneration, the procedures for setting the remuneration, and the relationship with the operational performance and future risks.
(1) Remuneration Paid to Company Directors, President and Vice Presidents as a Percentage of Net Income by the Company over the Past Two Years:
| Title | Proportion of the total compensation in net profit after tax in 2024(%) | Proportion of the total compensation in net profit after tax in 2025(%) | ||
|---|---|---|---|---|
| From Jentech | From All Consolidated Entities | From Jentech | From All Consolidated Entities | |
| Directors | 6.27 | 6.27 | 5.37 | 6.05 |
| General Manager and Vice President | 3.67 | 3.67 | 2.28 | 2.97 |
- 21 -
(2) The policy, standards, and composition of the remuneration, procedures for setting the remuneration, and the relationship with operational performance and future risks are as follows:
The remuneration of the Company's directors is determined in accordance with Article 24 of the Company's Articles of Incorporation. A resolution of the Board of Directors shall allocate 5% to 20% as employee compensation, of which no less than 30% shall be distributed to grassroots employees. The Company has established the "Regulations for Distribution of Directors' Remuneration" and the "Performance Management Policy" as the basis for evaluation. In determining remuneration, the Company considers overall operating performance, future industry risks, and development trends, as well as individual performance achievement and contribution to the Company. Reasonable compensation is granted accordingly. All performance evaluations and the reasonableness of remuneration are reviewed by the Remuneration Committee and approved by the Board of Directors. The remuneration system is also reviewed periodically in light of actual operating conditions and relevant regulations to achieve a balance between sustainable development and risk management.
To strengthen corporate governance and promote sustainable development, the Company also plans to link sustainability strategy goals and performance with senior executive compensation. This enables senior management to incorporate short-, medium-, and long-term ESG objectives into investment decision-making. Through a phased incentive mechanism, senior executives are encouraged not only to lead the Company toward steady growth but also to actively undertake responsibilities and exert influence in sustainable development.
The compensation policy for the Company's President, Vice Presidents, and managers of equivalent rank is implemented in accordance with the "Employee Performance Management and Evaluation Policy." It takes into account the Company's overall operating performance, ESG-related indicators, individual performance achievement, and contributions to operations, while also referencing market compensation levels to ensure reasonable remuneration. The proposal is reviewed and approved by the Remuneration Committee and subsequently ratified by the Board of Directors prior to implementation.
Sustainability Performance Indicators for Senior Executives
| Evaluation Dimensions | Indicator | Weight Ratio |
|---|---|---|
| Financial Performance | Revenue Growth Rate, Profit Margin, Return on Equity | 40% |
| Corporate Governance | Effectiveness of Internal Control System, Regulatory Compliance | 20% |
| Environmental Sustainability | Carbon Emission Reduction, Energy Efficiency | 20% |
| Social Responsibility | Zero Workplace Accidents, Employee Satisfaction | 10% |
| Other Strategic Objectives | Product Innovation, Sustainable Supply Chain Management, Proposal Implementation Rate | 10% |
The remuneration of the Company's directors and managerial officers is determined in accordance with the Company's Articles of Incorporation, performance evaluation results, and relevant salary and bonus policies. The distribution of remuneration is reviewed and approved by the Remuneration Committee and the Board of Directors. The Company will also periodically review its remuneration policy in light of overall business conditions and strategic considerations to balance sustainable operations and the interests of stakeholders.
- 22 -
- 23 -
2.3 Implementation of Corporate Governance
2.3.1 Operation of the Board of Directors
In 2025, and up to the date of printing of the annual report, the Board of Directors had held 7 meetings (A), the attendance of which as follows:
| Title | Name | Actual number of attendees B | Number of proxy attendees | Actual rate of attendance (%) B/A | Remarks |
|---|---|---|---|---|---|
| Chairman | Chung-Hsin Chao | 6 | 1 | 85.71% | 2025.05.29 Re-elected |
| Director | Yung-Tsang Chao | 6 | 1 | 85.71% | 2025.05.29 Re-elected |
| Director | Chien-Tsai Chang (Representative of Hsin-Chong International Co., Ltd.) | 4 | 1 | 57.14% | 2025.05.29 Re-elected |
| Director | Chung-Hui Hsu (Representative of Hsin-Chong International Co., Ltd.) | 3 | 0 | 100.00% | 2025.05.29 Discharged |
| Director | Feng-Chun Kuo (Representative of Hsin-Chong International Co., Ltd.) | 7 | 0 | 100.00% | 2025.05.29 Re-elected |
| Director | Chin-Lung Lin (Representative of Heng-Shan Co., Ltd.) | 7 | 0 | 100.00% | 2025.05.29 Re-elected |
| Director | Jheng-Cing Wu (Representative of Heng-Shan Co., Ltd.) | 7 | 0 | 100.00% | 2025.05.29 Re-elected |
| Director | Wei-Pang Liu | 3 | 0 | 100.00% | 2025.05.29 Discharged |
| Independent Director | Tsung-Nan Tsai | 3 | 0 | 100.00% | 2025.05.29 Discharged |
| Independent Director | Te-Chang Yao | 3 | 0 | 100.00% | 2025.05.29 Discharged |
| Independent Director | Stephanie Chang | 1 | 2 | 33.33% | 2025.05.29 Discharged |
| Independent Director | Yen-Ling Fang | 4 | 0 | 100.00% | 2025.05.29 Newly elected |
| Independent Director | Pei-Zen Chang | 4 | 0 | 100.00% | 2025.05.29 Newly elected |
| Independent Director | Shen-Kuo Hsu | 4 | 0 | 100.00% | 2025.05.29 Newly elected |
| Note: The Company re-elected its directors at the Annual General Meeting held on May 29, 2025. The newly appointed directors assumed office on the same date. The Board of Directors convened three meetings prior to the re-election and four meetings after the re-election. | |||||
| Other items to be disclosed: | |||||
| 1. If any of the following circumstances occur in the operation of the Board of Directors, the Company shall disclose the date and session of the board meeting, the agenda items, the opinions of all independent directors, and the Company’s response to such opinions: | |||||
| (1) Matters set forth in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee; therefore, Article 14-3 of the Securities and Exchange Act is not applicable. Please refer to the section titled “Operation of the Audit Committee” in this annual report for relevant information. | |||||
| (2) Other than the matters described above, any board resolutions to which independent |
directors have expressed dissenting or qualified opinions, and for which there are records or written statements: None.
(3)Attendance of independent directors: At least one independent director has attended each meeting of the Board of Directors in person.
- With respect to recusals of directors from motions due to a conflict of interest, the directors' names, contents of motion, causes for recusal and voting should be specified:
| Meeting Dates | Proposal, the Reasons for Recusal and Status of Participation for Voting | Voting Result |
|---|---|---|
| August 12, 2025 the 2nd meeting of the 13th session | 1. Proposal for Salary Adjustment of the Company's Managers for 2025. To avoid conflicts of interest that may harm the Company's interests, Directors Yung-Tsang Chao, Chin-Lung Lin, and Feng-Chun Kuo recused themselves and did not participate in the discussion or voting on this proposal. | This proposal was approved without objection by all other attending directors. |
| November 12, 2025 the 3rd meeting of the 13th session | 1. Proposal for Year-End Bonuses for Senior Executives for 2025. To avoid conflicts of interest that may harm the Company's interests, Directors Yung-Tsang Chao, Chin-Lung Lin, and Feng-Chun Kuo recused themselves and did not participate in the discussion or voting on this proposal. | This proposal was approved without objection by all other attending directors. |
- Implementation Status of Board Performance Evaluation:
| Evaluation Cycles | Evaluation Periods | Evaluation Scopes | Evaluation Methods | Evaluation Content |
|---|---|---|---|---|
| Annually | 2025 /1/1~2025/12/31 | • Board of Directors • Individual members • Audit Committee • Remuneration Committee | • Internal evaluation of the board • Self-evaluation by each board member • Self-assessment of the Committee | Board Performance Evaluation: 1. Participation in the operation of the Company 2. Improvement of the quality of the board of directors' decision making 3. Composition and structure of the board of directors 4. Election and continuing education of the directors 5. Internal control |
| Performance Evaluation of Individual Directors: 1. Familiarity with the goals and missions of the Company 2. Awareness of the duties of a director 3. Participation in the operation of the Company 4. Management and communication of internal relationship 5. The director's profession and continuing education 6. Internal control | ||||
| Performance Evaluation of Functional Committees: 1. Participation in the operation of the Company 2. Awareness of the duties of the audit committee 3. Improvement of quality of decisions made by the audit committee 4. Makeup of the audit committee and election of its members 5. Internal control | ||||
| Triennially | 2025 /1/1~2025/12/31 | • Board of Directors | • External evaluation of the board | Board Effectiveness Evaluation: 1. Professional functions of the Board of Directors 2. Decision-making effectiveness of the Board of Directors |
- 25 -
| | | | | 3. Board’s emphasis on and oversight of internal control
4. Board’s commitment to sustainable development |
| --- | --- | --- | --- | --- |
- Assessment of Goals for Strengthening Board Functions in the Current and Recent Years (such as establishing an audit committee, enhancing information transparency, etc.):
(1) The Company engaged an external independent professional organization, the Taiwan Integrity Business Management Association (a non-profit organization), to conduct the 2025 Board Performance Evaluation. The evaluation covered four major dimensions—professional functions of the Board, decision-making effectiveness, internal control, and sustainable development—through open-ended questionnaires and on-site interviews to assess the performance of the Board of Directors and functional committees. An evaluation report was subsequently issued. The results recommended that the Board should continue to strengthen its operations, including paying attention to the diversity of Board composition to enhance functional capabilities, increasing the frequency of communication between Directors and the management team, and strengthening whistleblowing systems and channels to enhance overall governance effectiveness. Regarding areas identified for improvement in the evaluation report, the Company will arrange irregular plant visits for Directors to further enhance their understanding of the Company’s products, business, and operations. In addition, for Directors with lower evaluation scores in training participation, on-site training sessions by external institutions have been arranged for the current year, which is expected to effectively assist Directors in fulfilling their continuing education requirements. The relevant performance evaluation report was submitted to the Nomination Committee and the Board of Directors on March 11, 2026, for review and as a reference for continuously strengthening Board functions, and has been disclosed on the Company’s website for investors’ reference.
(2) In order to align with corporate governance development and strengthen the functions of the Board, the Company established the “Charter of the Nomination Committee” and formally set up the “Nomination Committee” on August 12, 2025. The Committee is responsible for defining the qualifications required for Directors and identifying and nominating candidates accordingly; establishing and developing the organizational structure of the Board and each committee; conducting performance evaluations of the Board, committees, and individual Directors, as well as assessing the independence of independent Directors; and formulating and periodically reviewing Director training and succession plans.
(3) To strengthen corporate governance and improve risk management, the Company established the “Risk Management Policy and Procedures” on August 12, 2025. A risk management mechanism has been implemented to enable early identification, accurate measurement, effective monitoring, and strict control of risks, thereby preventing potential losses within an acceptable risk level. The Company continuously adjusts and improves its best risk management practices in response to changes in internal and external environments, in order to protect the interests of employees, shareholders, business partners, and customers, enhance corporate value, and optimize resource allocation. The implementation status of risk management for 2025 was reported to the Audit Committee and the Board of Directors on November 12, 2025.
(4) In alignment with international sustainability governance trends, the Company resolved at the Board meeting on August 12, 2025, to establish the “Corporate Sustainability Development Committee.” The Committee, supervised by the Audit Committee and the Board of Directors, is responsible for overseeing the implementation of the Company’s sustainability development initiatives, including formulating sustainability policies,
decision-making, and supervision of sustainability-related operations. The Committee promotes and implements ESG-related initiatives across environmental, social, and governance aspects, including risk management, information security management, ethical business conduct, implementation of the Responsible Business Alliance Code of Conduct, social engagement, sustainable supply chain management, environmental sustainability, and stakeholder communication and information disclosure.
2.3.2 Operation of the Audit Committee
In the recent years (2025) and Fiscal Year 2026 up until the printing date of this year's report, the Audit Committee has held 5 meetings (A). The attendance of independent directors is as follows:
| Title | Name | Attendance in person (B) | By Proxy | Attendance Rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Tsung-Nan Tsai | 2 | 0 | 100.00% | 2025.05.29 Discharged |
| Independent Director | Te-Chang Yao | 2 | 0 | 100.00% | 2025.05.29 Discharged |
| Independent Director | Stephanie Chang | 0 | 2 | 0% | 2025.05.29 Discharged |
| Independent Director | Pei-Zen Chang | 3 | 0 | 100.00% | 2025.05.29 Newly elected |
| Independent Director | Yen-Ling Fang | 3 | 0 | 100.00% | 2025.05.29 Newly elected |
| Independent Director | Shen-Kuo Hsu | 3 | 0 | 100.00% | 2025.05.29 Newly elected |
| Note: The Company re-elected its directors at the Annual General Meeting held on May 29, 2025. The newly appointed directors assumed office on the same date. The Audit Committee convened two meetings prior to the re-election and three meetings after the re-election. |
Other items to be recorded:
- The date, session, agenda, resolution of the Audit Committee and the Company's means of processing the opinions of the Audit Committee shall be specified if one of the following circumstances occurred in the operation of the Audit Committee:
(1) Matters referred to Article 14-5 of the Securities and Exchange Act.
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directs.
| Meeting date of Audit Committee | Contents of resolutions and follow-up | Matters referred to Article 14-5 of the Securities and Exchange Act. | Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directs. |
|---|---|---|---|
| February 25, 2025 the 14th meeting of the 4th session | 1. Discussion on the Company's 2024 Business Report and Financial Statements. | ✓ | - |
| 2. Discussion on the Issuance of the Company's Internal Control System Statement. | ✓ | - | |
| 3. Discussion on the Amendment to the Company's Internal Control System. | ✓ | - | |
| 4. Discussion on the Auditor's Fee for 2025. | ✓ | - |
| 5. Proposal for the Issuance of the Company's Fourth and Fifth Domestic Unsecured Convertible Corporate Bonds. | ✓ | - | |
|---|---|---|---|
| Resolution of the Audit Committee: All the attending members for approval the resolution. | |||
| The board of directors response to the Audit Committee's opinion: All the attending members for approval the resolution. | |||
| August 12, 2025, the 1st Meeting of the 5th Session | 1. Proposal for the Consolidated Financial Statements for the Second Quarter of 2025. | ✓ | - |
| 2. Ratification of Endorsement/Guarantee Provided for the Subsidiary, Wuxi Jentech Precision Industrial Co., Ltd. | ✓ | - | |
| Resolution of the Audit Committee: All the attending members for approval the resolution. | |||
| The board of directors response to the Audit Committee's opinion: All the attending members for approval the resolution. | |||
| November 12, 2025, the 2nd Meeting of the 5th Session | 1. Internal Audit Plan for 2026. | ✓ | - |
| 2. Amendment to the Internal Control System. | ✓ | - | |
| Resolution of the Audit Committee: All the attending members for approval the resolution. | |||
| The board of directors response to the Audit Committee's opinion: All the attending members for approval the resolution. | |||
| March 11, 2026, the 3rd Meeting of the 5th Session | 1. 2025 Business Report and Financial Statements. | ✓ | - |
| 2. Issuance of the 2025 Internal Control System Statement. | ✓ | - | |
| 3. Amendment to the Internal Control System. | ✓ | - | |
| 4. Amendment to the Procedures for Acquisition or Disposal of Assets. | ✓ | - | |
| Resolution of the Audit Committee: All the attending members for approval the resolution. | |||
| The board of directors response to the Audit Committee's opinion: All the attending members for approval the resolution. |
-
If there are independent director's avoidance of motions in conflict of interest, the independent director's names, contents of motion, causes for avoidance and voting should be specified: None.
-
Communication between the independent directors and chief audit executive and accountant (include major topics, methods and results relating to the Company's financial and business status that shall be communicated):
(1) The head of the internal audit unit regularly provides audit reports to the independent directors and presents reports on internal audit operations, the annual audit plan, and proposals for amendments to the internal control system at Audit Committee and Board of Directors meetings. This enables the independent directors to fully understand the implementation of the Company's internal controls across various business operations. During the year, the independent directors expressed no dissenting or qualified opinions on any proposals, and communication regarding audit matters has been satisfactory.
(2) The external auditor periodically holds meetings and seminars at the Company with Directors and independent directors to present and explain relevant topics. This allows them to fully understand the latest financial reporting, internal control practices, and relevant laws, regulations, systems, and operational frameworks.
Matters of Communication between Independent Directors and the Head of Internal Audit in 2025:
| Audit Committee Meeting Date | Matters Communicated with the Head of Internal Audit | Communication Status and Results |
|---|---|---|
| February 25, 2025, the 14th Meeting of the 4th Session | 1. Report on the Execution Status of Internal Audit Operations for the Fourth Quarter of 2024 and Follow-up on Audit Deficiencies | |
| 2. Internal Control System Statement for 2024 | 1. All independent directors had no objections. | |
| 2. Approved without objection by all independent directors and submitted to the Board of Directors for resolution. | ||
| May 13, 2025, the 15th Meeting of the 4th Session | 1. Report on the Execution Status of Internal Audit Operations for the First Quarter of 2025 and Follow-up on Audit Deficiencies | 1. All independent directors had no objections. |
| August 12, 2025, the 1st Meeting of the 5th Session | 1. Report on the Execution Status of Internal Audit Operations for the Second Quarter of 2025 and Follow-up on Audit Deficiencies | 1. All independent directors had no objections. |
| November 12, 2025, the 2nd Meeting of the 5th Session | 1. Report on the Execution Status of Internal Audit Operations for the Third Quarter of 2025 and Follow-up on Audit Deficiencies | |
| 2. Internal Audit Plan for 2026 | 1. All independent directors had no objections. | |
| 2. Approved without objection by all independent directors and submitted to the Board of Directors for resolution. |
Matters Communicated Between Independent Directors and the Attesting Certified Public Accountant in 2025:
| Meeting Date | Key Points of Communication | Recommendations and Results |
|---|---|---|
| 2025.11.12 | The independent auditors provided an overview of the audit plan for fiscal year 2025 and presented updates on recent regulatory changes. | No comments |
- Annual Focus of the Audit Committee:
The Company's Audit Committee is composed of three independent directors. It is established to assist the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the Company's accounting, auditing, financial reporting processes, and financial controls.
In 2025 and up to the date of printing of this annual report in 2026, the Audit Committee held a total of five meetings. The key matters reviewed included:
(1) Fair presentation of the Company's financial statements
Review of the 2024 annual financial statements and the consolidated financial statements for the first through fourth quarters of 2025.
(2) Appointment (or dismissal) of the attesting CPA, and evaluation of their qualifications, independence, performance, and remuneration
CPA remuneration, appointment of financial statement attesting CPAs, independence assessments, fees, and the pre-approval of non-assurance services.
(3) Effective implementation of the Company's internal control system
Issuance of the Internal Control System Statement, amendments to the "Internal Control System," and approval of the internal audit plan.
(4) Material transactions involving assets, derivatives, loans of funds, and endorsements or guarantees
Proposed issuance of the fourth and fifth domestic unsecured convertible bonds, and endorsement/guarantee provided for the subsidiary, Wuxi Jentech Precision Industrial Co., Ltd.
(5) Review and amendment of policies and procedures
Amendments to the "Internal Control System," revisions to the issuance and conversion terms of the fourth and fifth domestic unsecured convertible bonds, amendments to the Procedures for Acquisition or Disposal of Assets, establishment of the Nomination Committee Charter, establishment of the Sustainability Development Committee Charter, and formulation of risk management policies and procedures.
2.3.3 Corporate governance and variations with management principles of publicly-listed companies and reasons
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Comply with General Guideline of publicly-listed companies and disclose company's practical guideline in corporate governance? | ☑ | The Company has established its Corporate Governance Best Practice Principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” and has disclosed them on the Market Observation Post System and the Company’s website. | ||
| In addition to complying with applicable laws and regulations as well as the Company’s Articles of Incorporation, the Company has implemented an effective corporate governance framework to safeguard shareholders’ rights, strengthen the functions of the Board of Directors, respect stakeholders’ rights and interests, and enhance information transparency. | No significant differences |
- 29 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 2. Company shareholding Structure and shareholders' rights | ||||
| (1) Has the Company established internal procedures for handling shareholder proposals, inquiries, disputes, and litigation matters, and are these procedures implemented accordingly? | ☑ | (1) The Company has appointed a spokesperson, a deputy spokesperson, a legal department, and a dedicated investor relations contact window. The relevant responsible personnel appropriately handle matters such as shareholders' suggestions, inquiries, and disputes. In cases involving legal issues, the legal department and professional attorneys will be engaged for assistance. For subsidiaries included in the consolidated financial statements, such matters are handled with the assistance of the parent company. | No significant differences | |
| (2) Has the Company the list of the major shareholders with de fact control of the Company and the final controllers of the major shareholders? | ☑ | (2) The Company is able to monitor the shareholding status of its directors, managerial officers, and major shareholders holding more than 10% of the Company's shares. It also maintains open communication channels and close contact with major shareholders to ensure awareness of their ultimate controlling parties. | No significant differences | |
| (3) Has the Company set up a firewall mechanism for executing risk control of affiliated enterprises? | ☑ | (3) The Company and its related enterprises operate independently. The Company has established the "Subsidiary Supervision and Management Procedures" and implements control and oversight through its internal control system and related policies. In addition, the internal audit unit conducts regular monitoring of the implementation status. | No significant differences |
- 30 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (4)Has the Company formulated internal regulations prohibiting internal staff utilizing information not yet open to the market for trading of securities? | ☑ | (4) The Company has established the “Ethical Corporate Management Best Practice Principles and Code of Conduct,” the “Procedures for Handling Material Inside Information,” and the “Procedures for Preventing Insider Trading Management.” Insider trading involving the use of non-public market information to trade securities is strictly prohibited. The Company also sends monthly reminders via email to insiders during the declaration process to prevent insider trading, and periodically distributes promotional and educational materials to insiders on an annual and ad hoc basis to strengthen awareness and compliance. | No significant differences | |
| 3.Members and duties of board of directors | ||||
| (1)Has the Board of Directors drafted policies for a diversified board framework? | ☑ | (1) The Company has established and implemented a Board diversity policy in its “Corporate Governance Best Practice Principles.” In accordance with current operational and development needs, the Board of Directors consists of nine members, including three independent directors (33%). Among the independent directors, one is female (11%). The professional backgrounds of the directors cover areas such as business management, leadership and decision-making, industry knowledge, finance, and accounting, thereby fully implementing the Board diversity policy. For | No significant differences |
- 31 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2)Aside from setting up the Remuneration Committee and the Auding Committee according to the law, is it willing to set up other function committees? | ☑ | detailed information on directors’ professional backgrounds and expertise, please refer to pages 6–8 of this annual report. The same information is also disclosed on the Company’s website. |
(2) On August 12, 2025, the Company established a “Nomination Committee” under the Board of Directors. Under the authorization of the Board, the Committee assists in the search, review, and nomination of director candidates. It is also responsible for establishing and developing the organizational structure of the committees under the Board of Directors. The Board regularly evaluates the development and implementation of these arrangements to ensure the proper composition of the Board of Directors.
(3) The Company has established the “Board Performance Evaluation Procedures” and conducts an annual performance evaluation of the Board of Directors. The evaluation methods include internal self-assessment of the Board, self-assessment by individual directors, and internal self-assessment of functional committees. In addition, every three years, an external independent professional institution or team of experts and scholars is engaged to conduct the evaluation. In 2025, the Company carried out both internal and external performance evaluations of the Board and its functional committees. The | No significant differences |
| (3)Has the company formulate the performance evaluation methods for the Board of Directors, conduct performance evaluations annually and regularly, and report the results of the performance evaluations to the Board of Directors, and use them as a reference for individual directors' remuneration and nomination and renewal? | ☑ | | | No significant differences |
- 32 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (4)Has the Company regularly assessed the independence of the certified accountant? | ☑ | evaluation results were reported to the Nomination Committee and the Board of Directors on March 11, 2026, serving as a reference for continuously strengthening the Board’s functions. The results are also disclosed on the Company’s website for investors’ reference. |
(4) The Company has established the “Regulations for Evaluating Auditor Independence and Performance” and conducts an annual assessment of the independence, suitability, and performance of the attesting certified public accountants. The auditors are required to provide an “Independence Statement” and “Audit Quality Indicators (AQIs),” which serve as the basis for evaluation. It has been confirmed that the relationship between the auditors and the Company is limited solely to audit services and tax-related engagements, with no other financial interests or business relationships. The auditors therefore do not violate independence requirements. The evaluation results were submitted to the Audit Committee on March 11, 2026, and subsequently approved by the Board of Directors. After assessment, the Company determined that CPA Wang Fang-Yu and CPA Lin Se-Kai of PricewaterhouseCoopers Taiwan both meet the Company’s independence standards and are qualified to serve as the | No significant differences |
- 33 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Company’s attesting CPAs. The independence evaluation criteria include 15 items, such as: the CPA not serving as a director, supervisor, managerial officer, or in any position that may materially influence audit engagements of audit clients; no direct or indirect material financial interests with the Company; no significant close business or employment relationships with the Company; and no involvement in promoting or intermediating the Company’s issued shares or other securities. The performance evaluation criteria include service quality, professional competence, and timeliness of cooperation, among others. | ||||
| 4. Have public listed companies established dedicated (ad-hoc) corporate governance units or personnel responsible for corporate governance matters (including but not limitd to providing information needed by directors and supervisors to perform their duties, handle matters related to the board of directors meeting and shareholders’ meeting, handle company registration and registration of related changes, preparation of the board of directors and shareholders meeting minutes)? | ✓ | The Company’s Board of Directors approved the amendment of the “Corporate Governance Best Practice Principles” on March 18, 2022, and appointed Vice President Feng-Chun Kuo of the Administrative Management Division as the highest-ranking officer responsible for corporate governance matters. The Finance Department serves as a concurrent supporting unit to assist in handling relevant corporate governance affairs. The responsible personnel all have more than three years of experience in financial and shareholder services management in publicly listed companies. | ||
| The corporate governance function shall at least include the following responsibilities: | No significant differences |
- 34 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (1) Handling matters related to Board of Directors and shareholders’ meetings in accordance with the law. | ||||
| (2) Preparing minutes of Board and shareholders’ meetings. | ||||
| (3) Assisting directors with onboarding and continuing education. | ||||
| (4) Providing information required for directors to perform their duties. | ||||
| (5) Assisting directors in legal and regulatory compliance. | ||||
| The execution status of the Company’s corporate governance unit in 2025 is as follows: | ||||
| (1) Assistance in Board and shareholders’ meeting procedures and compliance matters: | ||||
| 1. Ensured that Board and shareholders’ meetings were convened in compliance with laws and corporate governance regulations, and amended the Corporate Governance Best Practice Principles when necessary. | ||||
| 2. After Board meetings, reviewed key resolutions and promptly disclosed material information to ensure compliance and accuracy, thereby safeguarding equal access to information for investors. | ||||
| (2) Assistance in directors’ duties and arrangement of training programs: | ||||
| 1. Provided necessary company information to |
- 35 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| directors to maintain smooth communication between directors and the Company. | ||||
| 2. Arranged meetings between directors, the internal audit supervisor, and the CPA. | ||||
| 3. Organized annual training courses for directors in line with the latest economic and business developments. | ||||
| The Corporate Governance Officer is required to complete at least 12 hours of continuing education annually. The completion of such training has been duly reported to the Market Observation Post System. | ||||
| 5. Any communication channel between the Company and the stakeholders? Any special zone on the website for the stakeholders for properly responding to the topic of corporate social responsibility where the stakeholders are concerned? | ☑ | The Company has appointed a spokesperson and a deputy spokesperson. In accordance with applicable regulations, relevant business, financial, and shareholder services information is disclosed on the Market Observation Post System. In addition, the Company has established dedicated sections on its website for Corporate Sustainability and Stakeholders, where information such as stakeholders’ key concerns and communication channels is disclosed. The implementation status of sustainability initiatives and stakeholder communication is reported annually to the Board of Directors. For further details, please refer to the Company’s Sustainability Report, “Sustainability Commitment and Implementation.” | ||
| Regarding 2025, the Company’s communication with | No significant differences |
- 36 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| various stakeholders and the handling of any material disputes were reported to the Board of Directors on August 12, 2025. | ||||
| 6. Any assigned professional stock affairs handling agency for shareholders' affairs? | ☑ | The company has appointed the Agency Division of CTBC Bank as a professional agency to handle various stock-related matters. | No significant differences | |
| 7. Information Disclosure | ||||
| (1)Has the company set up website for disclosing finance, business and corporate governance? | ☑ | (1)The Company’s website has established “Investor Relations” and “Corporate Governance” sections, where information relating to the Company’s financial performance, business operations, and corporate governance is disclosed. The website content is updated regularly or on an ad hoc basis as necessary. | No significant differences | |
| (2)Are there other ways of information disclosure (such as English website, assign dedicated person for collection and disclosure of company information? Any spokesman system for implementation? Full process of briefing by the legal person posted on the company website)? | ☑ | (2) The Company has established an English website and designated dedicated personnel responsible for collecting and disclosing corporate information. In accordance with regulations, a spokesperson and deputy spokesperson system has been implemented, along with a dedicated contact window to respond to shareholders’ inquiries and feedback. Information related to investor conferences is also posted on the Company’s website. | No significant differences | |
| (3)Has the company announce and report the annual financial report within two months after the end of the fiscal year, and announce and file the first, second and third quarter financial | ☑ | (3)The Company has designated dedicated personnel responsible for filings on the Market Observation Post System, including periodic and ad hoc financial and business information disclosures, | No significant differences |
- 37 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| reports and operating conditions of each month as early as possible before the prescribed deadline? | and the release of material information in accordance with relevant regulations. In addition, to strengthen corporate governance and facilitate investors’ understanding of the Company’s operations, the Company generally announces the monthly revenue of the previous month on or around the 7th of each month. The Company also plans to further coordinate Board of Directors and auditor-related procedures to advance the announcement of quarterly and annual financial reports. | |||
| 8. Are there other important information for helping understand the operation of corporate governance (including but not limited to employee rights and benefits, employee care, investor relations, supplier relations, the rights and benefits of the stakeholders, further studies for directors and supervisors, risk control policy, and execution of risk assessment standard, client policy implementation, purchase of liability risk for directors and supervisors, others)? | ☑ | (1) Employee Rights: The Company has consistently treated employees with integrity and ensures their legal rights and interests in accordance with the Labor Standards Act. The Company upholds the principle of equal opportunity in recruitment, adopting an open selection process and hiring based solely on merit, without discrimination on the basis of race, gender, age, religion, nationality, or political affiliation. In employment practices, the Company assigns the right person to the right position and recognizes the contributions of diverse talents. The Company strictly prohibits any form of discrimination, inequality, or sexual harassment in the workplace, and has established relevant management policies and complaint channels to maintain a friendly and healthy working | No significant differences |
- 38 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| environment. | ||||
| (2) Employee Care: The Company fosters mutual trust and a stable relationship with employees by providing comprehensive welfare programs and a well-developed education and training system. These include the Employee Welfare Committee, medical check-up subsidies, provision of rented employee dormitories, living care for resident employees, and parking facilities. | ||||
| (3) Investor Relations: The Company convenes shareholders' meetings annually in accordance with the Company Act and relevant regulations, providing shareholders with sufficient opportunities to ask questions and submit proposals. A spokesperson system is in place to address shareholders' suggestions, inquiries, and disputes. The Company also discloses relevant information in accordance with regulatory requirements, ensuring timely provision of information that may affect investors' decisions. | ||||
| (4) Supplier Relations: The Company emphasizes the reasonableness of procurement pricing. Procurement personnel obtain quotations from multiple suppliers and conduct comparison and negotiation based on unit price, specifications, payment terms, delivery schedules, product and service quality, and other relevant factors before making decisions. The Company maintains |
- 39 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| long-term, close, collaborative, and mutually beneficial relationships with suppliers, pursuing sustainable win-win growth together. |
(5) Rights of Stakeholders: The Company maintains open communication channels with banks, employees, customers, and suppliers, and respects and protects their legitimate rights and interests. A spokesperson system is in place to ensure high transparency of financial and business information for investors and stakeholders.
(6) Director Training: The Company actively encourages directors to participate in continuing education, and all training records are reported to the Market Observation Post System.
(7) Implementation of Risk Management Policies and Risk Measurement Standards: The Company has established “Risk Management Policies and Procedures” to conduct various risk management and assessments. For details, please refer to the discussion and analysis of financial position, financial performance, and risk factors in Section V of this Annual Report.
(8) Implementation of Customer Policy: The Company maintains stable and good relationships with customers to create corporate profitability.
(9) Directors’ Liability Insurance: The Company | |
- 40 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| purchases liability insurance for all directors annually to reduce risks borne by both directors and the Company, thereby strengthening corporate governance. The Finance Department reviews the insurance coverage, terms, and premiums annually and reports to the Board of Directors. The most recent directors' liability insurance was reported to the Board on November 12, 2025, and disclosed on the Market Observation Post System. |
(10) Intellectual Property Management: The Company places great importance on intellectual property management. The implementation status for the current year was reported to the Board on November 12, 2025. Key initiatives include:
1. Conducting “Trade Secret Training” to enhance employees’ awareness and understanding of trade secret protection.
2. Establishing the “Trade Secret Organizational Responsibilities Procedures” and “Trade Secret Management Regulations.”
3. As of the current year, the Company has accumulated 114 patent applications worldwide and 71 granted patents globally, including 8 overseas patents and 3 Taiwan patents obtained in 2025. The Company also holds 112 commercial trade secrets and 590 technical trade secrets. | |
- 41 -
- 42 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 9. Please describe the improvement status in response to the corporate governance evaluation results published in recent years by the Corporate Governance Center of the Taiwan Stock Exchange, and propose priority enhancement items and measures for areas that have not yet been improved. | ||||
| (1) Improvements: | ||||
| Evaluation Indicator Contents | Improvement Status | |||
| Has the Company established and disclosed on its website internal regulations prohibiting insiders, including directors and employees, from trading securities using non-public information? Do such regulations include (but are not limited to) provisions that directors are not allowed to trade the Company's shares during blackout periods, namely within 30 days prior to the announcement of annual financial reports and within 15 days prior to the announcement of quarterly financial reports? Please also describe the implementation status. | The Company has established the "Procedures for Handling Material Inside Information and Insider Trading Management," which explicitly stipulate that directors are prohibited from trading the Company's shares during blackout periods, namely within 30 days prior to the announcement of annual financial reports and within 15 days prior to the announcement of quarterly financial reports. These provisions have been disclosed on the Company's website. | |||
| In accordance with relevant operational procedures, the Company also sends email reminders to all directors and insiders before the blackout periods, which begin 30 or 15 days prior to the Board's approval of financial report announcements, reminding them that trading of the Company's shares is prohibited during such periods. In the current year, reminder notices were issued on February 13, April 22, July 24, and October 21. | ||||
| Does the number of independent directors account for at least one-third of the total seats on the Board of Directors? | The Company completed the re-election of the 13th Board of Directors at the annual general shareholders' meeting on May 29, 2025. The current Board consists of nine directors, including three independent directors. The number of independent directors accounts for at least one-third of the total Board seats. | |||
| Has the Company established a Nomination Committee with no fewer than three members, where more than half of the members are independent directors, and where an independent director serves as the convener and chair of | The Company established a Nomination Committee on August 12, 2025, composed of three independent directors. The Committee is responsible for identifying, reviewing, and nominating director candidates based on the Board's requirements for professional knowledge, skills, experience, gender | |||
| the number of members and the number of members who have been a director. | the Board of Directors. |
- 43 -
| Assessment Items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| meetings? Has the Company disclosed its composition, duties, and operational status? | diversity, and independence. | ||||
| It also assists in building and developing the organizational structure of the Board of Directors and its various committees, conducts performance evaluations of the Board, its committees, and individual directors, and assesses the independence of independent directors. In addition, it formulates and reviews director training plans and succession planning. | |||||
| The Committee’s operational status has been reported to the Market Observation Post System and updated on the Company’s website. | |||||
| Has the Board Performance Evaluation Policy been approved by the Board of Directors, stipulating that an external evaluation shall be conducted at least once every three years? Has the Company conducted such evaluations in the assessment year or within the past two years, and disclosed the implementation status and evaluation results on its website or in the annual report? | The Company engaged the Integrity Management Association (a non-profit organization) to conduct the external performance evaluation of the Board of Directors for 2025. The implementation status and evaluation results were reported to the Nomination Committee and the Board of Directors on March 11, 2026, and the relevant information has also been disclosed on the Company’s website. | ||||
| (2) Matters to be improved: | |||||
| Priority Indicators for improvement | The way to Improve | ||||
| All directors have completed continuing education in accordance with the “Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies.” | The Company arranged a training course conducted by the Taiwan Corporate Governance Association on March 11, 2026, and has also completed the planning of courses for the second half of the year. It is expected that all directors will meet the training target of six hours of continuing education in 2026. | ||||
| Each gender accounts for at least one-third of the seats on the Board of Directors. | The current Board of Directors consists of nine seats, including one female director. In the future, the Company will gradually increase the number of female directors in accordance with the principle of gender equality. |
2.3.4 The composition, duties, and operation of the Compensation Committee
2.3.4.1 Information of Members of the Compensation Committee
| Title | Name | Professional Qualification and Experience | Independence Status | Number of publicly listed companies where concurrently serving as a member of the Remuneration Committee |
|---|---|---|---|---|
| Independent Director | Yen-Ling Fang | • Former Executive Director of KPMG Taiwan, and engagement partner in charge of the financial services industry, as well as adjunct lecturer in the Department of Accounting at Soochow University. | ||
| • She currently serves as an independent director of several companies. She holds professional qualifications as a certified public accountant, securities analyst, mergers and acquisitions advisor, and international trust and estate planner. She is also well-versed in family governance, equity trusts, M&A processes, and internal control governance, and is able to enhance the Board’s supervisory and decision-making quality through independent and prudent judgment. | 1. The spouse and relatives within the second degree of kinship do not serve as a director, supervisor, or employee of the Company or its affiliated enterprises. | |||
| 2. The spouse and relatives within the second degree of kinship (nor through the use of another person’s name) do not hold any shares of the Company, and there is no shareholding or ownership percentage involved. | ||||
| 3. Not serving as a director, supervisor, or employee of any company that has a specified relationship with the Company (as defined in Items 5 to 8, Paragraph 1, Article 3 of the “Regulations Governing the Appointment and Compliance | 1 | |||
| Independent Director | Pei-Zen Chang | • Former Vice President of the Industrial Technology Research Institute and part-time science and technology advisor to the Ministry of Economic Affairs. | ||
| • He currently serves as the President of ITRI. He possesses extensive experience across government, industry, and academia, with a strong interdisciplinary perspective. He has profound academic expertise in stress analysis and micro-electro-mechanical systems, has published numerous papers in international journals, and holds multiple patents. With strong technical and theoretical foundations, he brings independent and forward-looking governance perspectives to the Company’s Board of Directors. | 0 | 0 |
- 44 -
| Title | Name | Professional Qualification and Experience | Independence Status | Number of publicly listed companies where concurrently serving as a member of the Remuneration Committee |
|---|---|---|---|---|
| Independent Director | Shen-Kuo Hsu | • Former licensed attorney in the State of California, USA. He holds a Juris Doctor degree from the University of San Francisco and a Master of Public Administration degree from Harvard University, USA. | ||
| • He currently serves as an adjunct professor at National Taiwan University. He has extensive academic and practical expertise in law and organizational conflict management, and is the author of Conflict Management and Decoding the Mind, among other works. He is able to strengthen the Board’s operations and decision-making through prudent, fair, and independent judgment. | Requirements of Independent Directors of Public Companies”). | |||
| 4. No remuneration has been received from the Company or its affiliated enterprises in the past two years for providing business, legal, financial, or accounting services. | 0 |
2.3.4.2 Remuneration committee duties
(1) The Committee shall exercise the following powers with the due care of a good administrator and faithfully perform its duties, and submit its recommendations to the Board of Directors for discussion:
A. Establish and periodically review the policies, systems, standards, and structure for performance evaluation and remuneration of directors and managers.
B. Regularly evaluate and determine the remuneration of directors and managers.
(2) In exercising the above functions, the Committee shall adhere to the following principles:
A. The performance evaluation and remuneration of directors and managers shall be determined with reference to industry standards, and shall take into account the reasonableness of the relationship between the Company’s operating performance and future risks.
B. The remuneration structure shall not encourage directors and managers to pursue compensation through actions exceeding the Company’s risk tolerance.
C. The proportion and timing of bonus payments based on short-term performance for directors and senior management shall be determined with consideration of industry characteristics and the nature of the Company’s business.
(3) The term “remuneration” referred to in the preceding two paragraphs includes cash compensation, stock options, profit sharing and stock ownership plans, retirement benefits or severance payments, various allowances, and other substantive incentive measures. The scope shall be consistent with the “Regulations Governing Information to be Published in Annual Reports of Public Companies”
- 45 -
regarding remuneration of directors and managers.
(4) When the Board of Directors deliberates on the Committee's recommendations, it shall comprehensively consider the amount of remuneration, payment method, and the Company's future risk exposure.
(5) If the Board of Directors does not adopt or modifies the Committee's recommendations, it shall be resolved with the attendance of more than two-thirds of all directors and the approval of more than half of the attending directors. The resolution shall also specify whether the approved remuneration is more favorable than the Committee's recommendation, together with a specific explanation.
(6) If the remuneration approved by the Board of Directors is more favorable than the Committee's recommendation, the differences and reasons shall be recorded in the Board meeting minutes, and a disclosure shall be made through the information reporting system designated by the competent authority within two days from the date of Board approval.
2.3.4.3 Information of Compensation Committee Operations
(1) The term of the Compensation Committee has 3 members.
(2) Term of the current Committee: May 29, 2025 to May 28, 2028. In the most recent year (2025) and up to the date of printing of this annual report in 2026, the Compensation Committee held five meetings (A). The qualifications and attendance of the members are as follows:
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Tsung-Nan Tsai | 2 | 0 | 100.00% | 2025.05.29 Discharged |
| Member | Te-Chang Yao | 2 | 0 | 100.00% | 2025.05.29 Discharged |
| Member | Stephanie Chang | 1 | 1 | 50.00% | 2025.05.29 Discharged |
| Convener | Yen-Ling Fang | 3 | 0 | 100.00% | 2025.05.29 Newly elected |
| Member | Pei-Zen Chang | 3 | 0 | 100.00% | 2025.05.29 Newly elected |
| Member | Shen-Kuo Hsu | 3 | 0 | 100.00% | 2025.05.29 Newly elected |
Note: The Company re-elected its directors at the Annual General Meeting held on May 29, 2025. The newly appointed directors assumed office on the same date. The Remuneration Committee convened two meetings prior to the re-election and three meetings after the re-election.
Other items to be disclosed:
- If the Board of Directors declines to adopt or modifies a recommendation of the remuneration committee, the date of the board of directors meeting, term, content of motions, board resolution results and company handling of remuneration committee opinions (if the resolution passed by the board of directors exceeds the recommendations of the remuneration committee, the circumstances and cause of the difference shall be specifically stated): No such circumstances.
- If any committee member has an objection or qualified opinion together with a record or written statement regarding a remuneration committee resolution, the remuneration committee date, term, content of motions, all member opinions and how member opinions were handled: No such circumstances.
- Regarding the discussion topics and resolution results of the Remuneration Committee for the year ending 2025 and up to the current year's printing date, as well as the company's handling of member opinions, please refer to the table below:
| Date of the Remuneration Committee | Content of motion | Resolution | The Company's Handling of the Opinions of the Remuneration Committee |
|---|---|---|---|
| February 25, 2025 the 10th meeting of the 5th session | 1. Discussion on the distribution of employee compensation and directors' remuneration for the Company's fiscal year 2024. | Approved by all members present in the meeting | Approved by directors participating in the discussion and voting in the board meeting |
| April 18, 2025 the 11th meeting of the 5th session | 1. Proposal to establish the "Directors' Remuneration Distribution Policy" of the Company. | ||
| August 12, 2025 the 1st meeting of the 6th session | 1. Distribution of the Company's directors' remuneration for fiscal year 2024. | ||
| 2. Employee compensation for the Company's fiscal year 2024. | |||
| 3. Salary adjustment for managerial officers of the Company for fiscal year 2025. | |||
| November 12, 2025 the 2nd meeting of the 6th session | 1. Annual bonus for senior management of the Company for fiscal year 2025. | ||
| March 11, 2026 the 3rd meeting of the 6th session | 1. Distribution of employee compensation and directors' remuneration for the Company's fiscal year 2025. |
2.3.4.4 Information on Nomination Committee Members and Operations
(1) Qualifications and Appointment Criteria of Nomination Committee Members and Their Duties:
A. Qualifications and Appointment Criteria of Nomination Committee Members:
The Company’s Nomination Committee shall be composed of at least three directors appointed by the Board of Directors. More than half of the members shall be independent directors. The members shall mutually elect one independent director to serve as the convener and chair of meetings.
B. Duties of the Nomination Committee:
Under the supervision of the Audit Committee, the Nomination Committee shall exercise the due care of a good administrator and faithfully perform the following duties, and submit its recommendations to the Audit Committee and the Board of Directors for reporting and discussion:
The Committee shall exercise the due care of a good administrator and faithfully perform the following duties, and submit its recommendations to the Board of Directors for discussion:
a. Identify, review, and nominate director candidates based on the Company’s requirements for Board composition, including professional knowledge, skills, experience, gender diversity, and independence.
b. Establish and develop the organizational structure of the Board of Directors and its committees, conduct performance evaluations of the Board, committees, and individual directors, and assess the independence of independent directors.
c. Formulate and review director training plans and succession planning for directors.
d. Other matters assigned to the Committee by resolution of the Board of Directors.
(2) Information on Nomination Committee Operations:
A. The Company’s Nomination Committee consists of three independent directors. The Chairperson and convener is Independent Director Shen-Kuo Hsu.
B. Term of the current members: August 12, 2025 to May 28, 2028. In the most recent year (2025) and up to the date of printing of this annual report in 2026, the Nomination Committee held one meeting (A). The members’ professional qualifications and experience, attendance status, and matters discussed are as follows:
- 48 -
- 49 -
| Title | Name | Professional Qualifications and Experience | Attendance in Person (B) | By Proxy | Attendance Rate (%)(B/A) | Remarks |
|---|---|---|---|---|---|---|
| Chairperson and Convener (Independent Director) | Shen-Kuo Hsu | Please refer to this Annual Report, “II. Corporate Governance Report / 1. Information on Directors, President, Vice Presidents, Assistant Vice Presidents, Heads of Departments and Branches / (1) Directors / 4. Professional Qualifications of Directors and Independence of Independent Directors.” | 1 | 0 | 100.00% | - |
| Member (Independent Director) | Pei-Zen Chang | 1 | 0 | 100.00% | - | |
| Member (Independent Director) | Yen-Ling Fang | 1 | 0 | 100.00% | - | |
| Other items to be disclosed: | ||||||
| 1. In 2025 and up to the date of printing of this annual report in 2026, the discussion items and resolutions of the Nomination Committee, as well as the Company’s handling of members’ opinions, are shown in the table below: | ||||||
| Date of the Nomination Committee | Content of motion | Resolution | The Company’s Handling of the Nomination Committee’s Opinions | |||
| March 11, 2026 the 1st meeting of the 1st session | 1. Board of Directors and Functional Committees Performance Evaluation Report for Fiscal Year 2025 | Approved by all members present in the meeting | Approved by directors participating in the discussion and voting in the board meeting |
2.3.5 Fulfillment of Corporate Social Responsibility and variations with management principles of publicly-listed companies and reasons
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Has the Company established exclusively (or concurrently) dedicated units to implement CSR, and has the board of directors appointed executive-level positions with responsibility for CSR, and to report the status of the handling to the board of directors? | ✓ | The Company designates the Board of Directors as the highest decision-making body for sustainability-related matters and established a “Sustainability Development Committee” in 2025. The Committee is chaired by Director Ku Feng-Chun and comprises two other senior executives from different functional areas. It is responsible for reviewing the Company’s core operational capabilities and formulating medium- to long-term sustainability development plans. | ||
| Through ad hoc meetings and task-oriented working groups, the Committee identifies sustainability issues relevant to the Company’s operations and stakeholders, develops corresponding strategies and action plans, allocates budgets related to organizational and sustainability initiatives, and plans and implements annual programs. It also monitors execution performance to ensure that sustainability strategies are fully integrated into the Company’s daily operations. | ||||
| The “Sustainability Development Committee” operates under the supervision of the Board of Directors. Each year, the chairperson reports the progress, achievement of sustainability goals, | No significant differences |
- 50 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| and ESG implementation status to the Audit Committee and the Board. The Board oversees the setting and review of sustainability objectives and provides recommendations and guidance based on the Committee’s reports. | ||||
| 2. Does the company conduct risk assessment on environmental, social and corporate governance issues related to the company's operation in accordance with the principle of materiality, and formulate relevant risk management policies or strategies? | ☑ | The Company develops its risk management strategies and objectives based on material sustainability issues across the three major dimensions of Environmental, Social, and Governance (ESG). It is committed to strengthening corporate governance, promoting sustainable environmental development, safeguarding social welfare, and enhancing information transparency. A Sustainability Development Committee has been established, and through communication with stakeholders, the Company consolidates key concerns and assigns relevant departments to participate in implementation and execution. In 2025, the Company reported quarterly to the Board of Directors on greenhouse gas inventory and verification, reviewed operational effectiveness, and reported on sustainability implementation progress. Based on assessed risks, the Company has formulated the following risk management policies and strategies: |
Environmental Impact and Management
1. Through the implementation of process safety management and a systematic | No significant differences |
- 51 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| management cycle, the Company effectively reduces pollutant emissions and environmental impact. | ||||
| 2. The Company has obtained ISO 14001 Environmental Management System certification since 2011, with the latest validity period from January 20, 2026 to January 19, 2029. In 2025, the Company also obtained ISO 50001 Energy Management System certification, valid from December 31, 2025 to December 30, 2028, and will continue maintaining certification. | ||||
| 3. Greenhouse gas emissions are regularly inventoried in accordance with ISO 14064-1 to assess operational impacts. Based on the carbon inventory results, the Company continuously implements carbon reduction measures to effectively reduce Scope 1 emissions and indirect Scope 2 emissions from electricity consumption. | ||||
| 4. An annual internal audit plan is implemented to review compliance with relevant environmental regulations and ensure that operational processes meet regulatory requirements. | ||||
| Social Risk Assessment - Occupational Safety and Product Safety |
- 52 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Occupational Safety: | ||||
| 1. In 2025, all facilities completed ISO 45001 Occupational Health and Safety Management System certification. | ||||
| 2. Fire drills and occupational safety training are conducted annually to enhance employees’ emergency response and safety management capabilities. |
Product Safety:
The Company’s products comply with all applicable government regulations and meet EU RoHS requirements, ensuring the absence of hazardous substances. To ensure customer service quality, customer service hotlines and communication platforms are established. Customer satisfaction surveys are conducted annually to strengthen cooperation with customers.
Governance Risk Assessment – Strengthening Board Functions and Stakeholder Communication
Strengthening Board Functions:
1. Directors are provided with regular training programs covering the latest regulatory updates, system developments, and policy changes.
2. Directors are covered under directors’ liability insurance to protect against litigation or claims. | |
- 53 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Stakeholder Communication: | ||||
| Multiple communication channels have been established to facilitate active engagement and reduce conflicts and misunderstandings. An investor mailbox is in place, with the spokesperson responsible for handling and responding to inquiries. | ||||
| 3.Environmental issues | ||||
| (1)Does the company establish appropriate environmental management system according to its industrial characteristics? | ☑ | The Company formulates its environmental, health, and safety management policies in accordance with environmental regulations promulgated by the Ministry of Environment, such as the Air Pollution Control Act, Water Pollution Control Act, Waste Disposal Act, and Toxic and Concerned Chemical Substances Control Act. The Company has obtained ISO 14001 certification and implements relevant procedures in accordance with its operational manuals. | ||
| The Company is committed to reducing the environmental impact of its products and works closely with customers to obtain Sony Green Partner certification and RoHS compliance certification. | No significant differences | |||
| (2)Is the company committed to improving the utilization efficiency of energy and using recycled materials with low impact on environmental load? | ☑ | Starting from 2025, the Company has progressively implemented the ISO 50001 Energy Management System across its facilities. Through this framework, the Company conducts systematic reviews of major energy-consuming equipment to identify | No significant differences |
- 54 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| opportunities for improving energy efficiency. | ||||
| The Company fully recycles and reuses waste copper and metal-containing liquid waste generated during production. During the product development stage, energy and resource efficiency is evaluated to minimize consumption. During the production stage, emphasis is placed on pollution prevention to reduce environmental impact. During the product usage stage, the Company focuses on customer service with the objective of meeting customer needs. | ||||
| The Company emphasizes the entire product life cycle, ensuring that product replacement and upgrading are designed with recyclability and reusability in mind, thereby safeguarding the environment from pollution. For details regarding the Company’s energy management and waste reduction performance, please refer to Chapter 3, “Green Manufacturing and Sustainable Operations,” of the Sustainability Report. | ||||
| (3)Does the company assess the potential risks and opportunities of climate change for the enterprise now and in the future, and take measures to deal with climate related issues? | ☑ | In view of the increasingly significant impact of climate change on businesses, the Company has established a “Sustainability Development Committee,” chaired by Director Feng-Chun Kuo. Guided by the principle of sustainability, the Committee incorporates the potential impacts of climate change into overall | No significant differences |
- 55 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| operational considerations, assesses the probability and severity of risks, and formulates risk response and mitigation plans as well as crisis management mechanisms. This enables early warning and helps reduce the impact of risks on the Company’s operations. | ||||
| Currently, climate-related risks—including regulatory developments, natural disaster impacts, energy efficiency regulations across different countries, and consumer preferences for environmentally and climate-friendly products—are expected to have a more significant impact than in the past. The Company analyzes these risks based on factors such as likelihood and severity, and develops corresponding countermeasures to mitigate the impact of climate-related risks. | ||||
| (4)Does the company make statistics of greenhouse gas emissions, water consumption and total weight of waste in the past two years, and formulate policies for energy conservation and carbon reduction, greenhouse gas reduction, water consumption reduction or other waste management? | ☑ | The Company conducts greenhouse gas inventories in accordance with ISO 14064-1 standards and has obtained third-party verification to ensure accurate tracking of its emissions. The total greenhouse gas emissions for the Hwa-Ya Plant, Dayuan Plant, and Dayuan Phase II Plant were 6,769.693 tCO_{2e}, 11,509.185 tCO_{2e}, and 10,348.656 tCO_{2e} in 2023, respectively; and 8,358.943 tCO_{2e}, 15,532.149 tCO_{2e}, and 14,792.506 tCO_{2e} in 2024, respectively. | ||
| The Scope 3 emissions by category are as | No significant differences |
- 56 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies |
|---|---|---|
| Yes | No | Summary |
| Item | Hwa-Ya | Dayuan I |
| Category 5(Waste Disposal) | 108.6704 | 43.0668 |
| Category 6(Business Travel) | 67.5147 | 1.4488 |
| Category 7(Employee Commuting) | 345.9406 | 157.5641 |
| 2024 | ||
| Item | Hwa-Ya | Dayuan I |
| Category 3(Fuel- and Energy-Related Activities) | 1291.2884 | 2152.7083 |
| Category 5(Waste Disposal) | 116.767 | 213.2622 |
| Category 6(Business Travel) | 122.3245 | 1379.1275 |
| Category 7(Employee Commuting) | 451.9551 | 227.6962 |
| By leveraging data management, the Company formulates improvement measures to achieve carbon dioxide reduction targets. The greenhouse gas reduction targets (tCO2e per million NTD revenue) are 7% reduction by 2025 |
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (short-term), 14% by 2027 (mid-term), and 28% by 2030. | ||||
| The Company has implemented an energy efficiency improvement plan aimed at reducing energy consumption and greenhouse gas emissions. Key initiatives include the use of energy-efficient lighting, maintenance and cleaning of air compressor cooling systems, and replacement of chilled water system motors with energy-saving models. These measures are intended to achieve energy conservation and carbon reduction goals. | ||||
| Total water consumption in 2024 and 2025 was 1,058,984 tons and 1,210,417 tons, respectively. Although water usage increased due to higher production volume, water intensity decreased from 79 tons per million revenue in 2024 to 64 tons per million revenue in 2025. | ||||
| In terms of water resource management, the Company has achieved notable results through recycling and reuse mechanisms, with a water reuse rate of approximately 20%. This reduces production water consumption and wastewater treatment volume, thereby lowering treatment costs and environmental impact. The Company will continue to develop water-saving strategies and evaluate recyclable process wastewater to further increase reuse rates and reduce water consumption. |
- 58 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Total hazardous waste amounted to 768.75 tons in 2024 and 910.17 tons in 2025, while non-hazardous waste amounted to 3,938 tons and 5,598 tons, respectively. The waste reduction target is to reduce total waste by more than 1% year-over-year in 2025. Waste intensity decreased from 0.35 tons per million revenue in 2024 to 0.34 tons per million revenue in 2025. The Company aims for zero landfill disposal as its ultimate waste management goal. Production waste materials, including copper, steel, and plastics, are collected by qualified recyclers for resource recovery and reuse. Certain raw materials can also be reprocessed through secondary processing and recycling systems to increase the use of recycled materials in production processes. | ||||
| 4.Social issues | ||||
| (1)Does the company formulate relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? | ☑ | Human Rights Policy | ||
| Jentech upholds a core philosophy of respecting employees and practicing a people-oriented approach. The Company strictly complies with and supports the laws and regulations of all locations where it operates, and fully safeguards the legal rights and interests of full-time employees, contract and temporary workers, interns, and job applicants. The Company is committed to encouraging its partners and supply chain to follow the same standards and | No significant differences |
- 59 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| jointly implement human rights protection in daily operations. | ||||
| The Company recognizes and supports the principles and spirit embodied in international human rights standards, including the Universal Declaration of Human Rights, the United Nations Global Compact, the United Nations Guiding Principles on Business and Human Rights, the International Labour Conventions, and the Responsible Business Alliance Code of Conduct. The Company strictly complies with relevant labor laws and is committed to building an equal, safe, and dignified working environment. | ||||
| This policy applies to all managers and employees (those employed by Jentech who receive wages or compensation for their work), affiliated enterprises, associated companies, suppliers, contractors, and partners (customers, communities, schools), and other stakeholders, with the aim of eliminating any human rights violations. | ||||
| Policy Implementation | ||||
| • Building a Diverse and Inclusive Workplace | ||||
| The Company continuously promotes a diverse and inclusive culture, provides equal employment opportunities, and prohibits any form of discrimination (including gender, sexual orientation, race, nationality, social class, age, marital status, language, ideology, religion, |
- 60 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| political affiliation, place of origin, birthplace, appearance, facial features, and physical or mental disability, etc.). |
• Eliminating Forced Labor and Child Labor Human trafficking, forced labor, and child labor are strictly prohibited, and proper screening and management measures are implemented.
• Creating a Safe and Healthy Working Environment
A comprehensive occupational safety and health system is established. Any form of harassment or inhumane treatment is prohibited to ensure the physical and mental well-being of employees.
• Providing Fair Compensation and Working Conditions
Reasonable working hours and a fair compensation system are implemented to ensure employees receive competitive salaries and good working conditions.
• Protecting Freedom of Expression and Association
Open communication channels and a friendly environment are provided. Employees’ rights to freely express opinions and to associate are fully respected and protected.
Specific Measures:
1. The Company has established an Environmental, Safety, and Health | |
- 61 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Promotion Committee responsible for advancing ESH initiatives. The system is developed in accordance with ISO 45001 requirements and has obtained certification. A structured ESH management system has been established. Using the PDCA management cycle, continuous improvements are made to workplace safety and health management to ensure a safe working environment for employees. |
-
On-site medical clinics are established with professional physicians and nurses to safeguard employees' health. Daily health care services and health consultation are provided, along with periodic health education information and seminars. Through daily health management, the Company aims to promote preventive health awareness and enhance employees' physical and mental well-being.
-
A leave system is implemented to encourage employees to maintain a healthy work-life balance.
The Company has established a human rights governance structure led by the Board of Directors. A cross-functional Human Rights | |
- 62 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Working Group has been formed under the Sustainability Development Committee, including corporate sustainability, information security and technology, environmental health and safety, and human resources functions. This ensures a systematic and effective approach to human rights management. | ||||
| In addition to regularly reporting progress to the Sustainability Development Committee, the Chairperson of the Committee reports quarterly to the Audit Committee and the Board of Directors on human rights management initiatives and implementation results. | ||||
| (2)Does the company establish and implement reasonable employee welfare measures (including compensation, vacation and other benefits), and properly reflect the operating performance or results in employee compensation? | ☑ | The Company has established a salary management policy to ensure reasonable employee compensation. In addition to complying with the Labor Standards Act and relevant regulations, the Company conducts regular employee health examinations and has established an Employee Welfare Committee responsible for planning annual employee welfare programs and managing welfare fund income and expenditures. | ||
| Other employee welfare measures are listed as follows: | ||||
| 1. Retirement pension arrangements are handled in accordance with the law. | ||||
| 2. All employees are enrolled in labor insurance and national health insurance | No significant differences |
- 63 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| as required by law, and the Company also provides group insurance coverage. | ||||
| 3. Birthday gifts are distributed to employees on a monthly basis. | ||||
| 4. Annual employee travel is organized, or subsidies are provided in lieu of travel. | ||||
| 5. For employees experiencing marriage, bereavement, or celebratory events, in addition to leave granted in accordance with the Labor Standards Act, welfare fund subsidies are also provided. | ||||
| 6. Employees receive monetary gifts during major holidays such as Lunar New Year, Labor Day, Dragon Boat Festival, and Mid-Autumn Festival. A lottery draw is also held during the year-end party. | ||||
| 7. Employees are entitled to statutory annual leave in accordance with the law. | ||||
| 8. Overtime pay is provided in compliance with applicable regulations. | ||||
| 9. Depending on job level, employees are insured for accidental coverage ranging from NT$800,000 to NT$4,000,000 to provide additional protection. | ||||
| In addition to the above welfare measures, the Company’s Articles of Incorporation stipulate that when there are profits, 5% to 20% shall be allocated as employee compensation, of which no less than 30% shall be distributed as |
- 64 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| compensation for frontline employees, so as to reflect business performance in employee remuneration. | ||||
| According to the Articles of Incorporation, employee compensation is appropriated based on 5% to 20% of pre-tax profit before distribution of employee and director remuneration for the current year. (Starting from 2025, no less than 30% of this amount shall be allocated to frontline employees.) Director remuneration shall not exceed 2%. | ||||
| (3)Does the company provide a safe and healthy working environment for its employees and conduct regular safety and health education for them? | ☑ | To provide employees with a safe and healthy working environment, the Company has obtained ISO 45001 Occupational Health and Safety Management System certification, which is currently valid from February 1, 2026 to January 31, 2029. | ||
| Internally, the Environmental, Safety, and Health Promotion Committee is responsible for advancing ESH-related initiatives. In 2025, there were no financial losses resulting from employee health-related legal violations, and no fire incidents occurred. The number of fatalities and the fatality rate as a percentage of total employees were both zero. In addition, there were 10 occupational accident cases involving 10 employees, accounting for 0.5% of the total workforce. The main causes of these incidents were entanglement and cutting injuries. | No significant differences |
- 65 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Therefore, in addition to strengthening safety discipline requirements at work sites, cut-resistant gloves have been purchased to prevent similar incidents. |
To further strengthen preventive measures and reduce recurrence of occupational accidents, all department supervisors are required to enhance safety awareness among frontline employees through supervisory inspections and safety observation activities, thereby reinforcing the importance of workplace safety.
The factory is equipped with an on-site medical clinic staffed by professional physicians and nurses to safeguard employee health. Daily health care services and health consultation are provided, along with periodic health education information and health seminars. Through ongoing health management, the Company aims to foster correct preventive health awareness and enhance employees’ physical and mental well-being, achieving a healthy and balanced lifestyle. | |
| (4)Does the company establish an effective career development training program for its employees? | ☑ | | The Company has established a systematic career development and training framework, centered on operational goals and the holistic development of employees. Each year, based on annual objectives and job competency requirements, internal and external training programs for professional and managerial | No significant differences |
- 66 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| competencies are developed. These programs focus on strengthening employees' professional capabilities, embedding product quality awareness, and implementing training on information security management and compliance with integrity-related regulations such as trade secret protection. This helps reinforce operational safeguards and enhance work efficiency. |
In addition to professional internal and external training, the Company actively promotes a variety of general education courses, covering soft skills such as emotional management and family education, to help employees relieve stress and achieve physical and mental balance. Furthermore, Mandarin Chinese language courses are provided for foreign employees, with the aim of creating a diverse and inclusive workplace with barrier-free communication. Through the development of both professional expertise and human-centered care, the Company comprehensively enhances employees' long-term career competitiveness. | |
| (5)Does the company comply with relevant laws and regulations and international standards for customer health and safety, customer privacy, marketing and labeling of products and services, and formulate relevant policies and complaint procedures | ☑ | | To care for and fulfill its responsibility in safeguarding the rights and interests of corporate customers, the Company adheres to its “Customer Service Management Policy,” ensuring proper oversight of customer health and safety related to products and services, as | No significant differences |
- 67 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| to protect the rights and interests of consumers or customers? | well as marketing and labeling compliance. | |||
| To assess customer satisfaction with the Company’s service quality, an annual satisfaction survey of key customers is conducted at the end of each year. Customers may provide feedback on aspects including quality, sustainability, delivery performance, technical support capabilities, and overall service. | ||||
| A dedicated customer satisfaction team is responsible for promptly responding to customer feedback, tracking the improvement progress of relevant responsible departments, and conducting data analysis to identify root causes of issues. The findings are compiled into reports and submitted to senior management as an important reference for medium- and long-term operational planning. | ||||
| When customer complaints are received, relevant departments handle them in accordance with established procedures, including complaint intake, analysis of abnormal causes, and formulation of corrective and preventive actions. | ||||
| In addition, a dedicated customer communication and complaint email address is disclosed on the Company’s Corporate Sustainability section of its official website to facilitate customer interaction. |
- 68 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (6)Does the company have a supplier management policy that requires suppliers to follow relevant specifications and their implementation in environmental protection, occupational safety and health, labor rights and other issues? | ☑ | Jentech’s supplier management is based on international and domestic regulations, as well as the Responsible Business Alliance Code of Conduct, a benchmark standard in the electronics industry. Suppliers are required to provide a safe working environment, protect human rights, comply with environmental protection requirements, and adhere to business integrity and ethical standards. Suppliers must also comply with the laws and regulations of the countries or regions in which they operate, and are expected to extend these requirements to their next-tier suppliers. | ||
| Each year, the Company conducts supplier sustainability risk self-assessment questionnaires, on-site audits, and responsible minerals due diligence and disclosure to implement corporate social responsibility. | ||||
| For details on the Company’s annual supplier audit execution and related policies, please refer to the “Supply Chain Management” section of the Company’s Sustainability Report. | No significant differences | |||
| 5. Does the company prepare corporate social responsibility reports and other reports that disclose the company's non-financial information in accordance with the international reporting standards or guidelines? Is the disclosure report confirmed or guaranteed by a third party | ☑ | The Company’s 2024 Sustainability Report was prepared in accordance with the GRI Standards (2021) issued by the Global Reporting Initiative, and also follows the industry standards of the Sustainability Accounting Standards Board as reporting principles. | ||
| The report has been assured by PwC. For | No significant differences |
- 69 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| certification unit? | detailed disclosure indicators and the assurance report, please refer to “Appendix 1: GRI Standards Index Table” in the Company’s Sustainability Report. | |||
| 6. If a company has its own corporate social responsibility code in accordance with the code of practice for corporate social responsibility of listed and OTC companies, please state the difference between its operation and the code: None. | ||||
| 7. Other important information to understand the operation of CSR: | ||||
| (1) Environmental Protection: The Company has obtained ISO 14001, TS16949, and QC 080000 certifications. All production processes and products comply with management procedures for environmentally related restricted substances, and general ICP testing is conducted. The Company will continue to strengthen environmental protection measures in its operations. | ||||
| (2) Community Engagement: To build friendly community relationships, Jentech provides annual funding through community development associations to neighborhood watch teams to support the purchase of safety equipment such as reflective vests. In addition, the Company participates in activities such as “Winter Relief” and “Year-End Warmth Donations,” providing charitable contributions to help disadvantaged families through the winter. The Company also cares for vulnerable households through donations to support several families in need. In 2025, a total of NT$120,000 was donated to the Dayuan District Neighborhood Watch Association, Beigang Village Neighborhood Watch Team, Dayuan Gan Tian Charity Association, and the Neihai Village Office in Dayuan District. | ||||
| (3) Social Contributions: Jentech strongly believes in the principle that “it takes ten years to grow trees, but a hundred years to cultivate people.” In 2025, the Company donated NT$80,000 to Neihai Elementary School in Dayuan District. | ||||
| (4) Social Services and Public Welfare: In addition to focusing on its core business operations, the Company periodically donates to social welfare organizations. In 2025, a total of NT$130,000 was donated to the Taoyuan City Volunteer Firefighter Corps, Dayuan District Children’s Home, and the Taoyuan City Social Relief Fund. An additional NT$100,000 was donated to public welfare activities organized by legislators’ service offices. Scholarships and donations totaling approximately NT$1,200,000 were provided to Jingsheng Elementary School, Jinxing Elementary School, Fu Jen Catholic University, and National Taiwan University. Furthermore, a total of NT$190,000 was donated to the Taiwan Brain Disease Prevention Association and the Taiwan Le Zuo Innovation Association. | ||||
| (5) Consumer Rights: To achieve the goal of “customer satisfaction,” the Company not only emphasizes product quality, safety, and innovation, but also promptly handles customer complaints and provides complete product information to customers. | ||||
| (6) Human Rights: The Company formulates its work rules and relevant regulations in accordance with Taiwan’s labor-related laws and |
- 70 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| regulations, including the Labor Standards Act, Employment Service Act, Regulations on the Permission and Administration of the Employment of Foreign Workers by Employers, and the Ministry of Labor Labor Rights Protection Report. The Company also refers to internationally recognized fundamental human rights and labor principles, such as the Universal Declaration of Human Rights, the United Nations Global Compact, the International Labour Conventions, and the United Nations Guiding Principles on Business and Human Rights. The Company's human rights due diligence process and its implementation are described in detail in the section "IV. Business Overview / VII. Human Rights Due Diligence and Management" of this Annual Report. In accordance with the aforementioned laws and principles, the Company maintains a sound working environment to safeguard employees' rights to work. (7) Occupational Safety, Health, and Other Social Responsibilities: The Company implements environmental protection in accordance with relevant laws and regulations. All pollution prevention facilities are installed and operated in compliance with legal requirements, fulfilling its responsibility as an environmentally responsible corporate citizen. |
- 71 -
2.3.6 Implementation status of climate-related information.
| Item | Implementation status |
|---|---|
| 1. Description of the supervision and governance by the board of directors and management on climate-related risks and opportunities. | 1. Jentech Precision's climate change and management framework are directly supervised by the board of directors. The company emphasizes operational transparency, prioritizes shareholder interests, and believes that a sound and efficient board of directors is the cornerstone of corporate governance. In promoting climate change and sustainability management strategies, the board of directors oversees and guides the company's sustainable development. |
| 2. As for existing committees, the "Corporate Sustainability Committee" is responsible for supervising Jentech Precision's risk management functions and reviewing its risk management policies and frameworks. The Corporate Social Responsibility Management Committee holds meetings every six months to discuss agenda items including climate-related risk issues, such as the latest legal regulations on industrial climate risks and updates on the identification of climate risks and opportunities. | |
| 2. Describe how the identified climate risks and opportunities affect the company's business, strategy, and finances (short-term, medium-term, long-term). | Based on the execution of TCFD, climate-related risks and opportunities are identified and ranked by relevant teams. The assessment of climate change risks and response measures is conducted to identify potential crises and possible opportunities, which are then used to set short, medium, and long-term goals. For instance, extreme weather events such as heavy rain or flooding, which may cause short-term operational disruptions, require strengthening disaster preparedness drills to reduce damage. For medium to long-term goals, continuous energy-saving measures are necessary to reduce energy consumption, along with adopting local procurement practices to maximize resource utilization efficiency and foster coexistence and prosperity with the environment. |
| 3. Describe the financial impact of extreme weather events and transition actions. | Extreme weather events such as heavy rain or flooding may lead to equipment damage or significant operational disruptions, resulting in increased operating costs. Additionally, issues such as the imposition of carbon taxes or fees can also impact the company's financial profitability. |
| 4. Describe how the process of identifying, assessing, and managing climate risks is integrated into the overall risk management | Based on the company's industry needs and evaluating potential impacts of climate risks, executable plans are developed to implement and execute them. Regular review, monitoring, and adjustment are conducted to track management progress and improve efficiency. Relevant measures are integrated into daily work behaviors to enable the company to better |
- 72 -
| Item | Implementation status |
|---|---|
| system. | address various risks, reduce losses, and enhance the robustness and sustainability of its operations. |
| 5. If using scenario analysis to assess resilience to climate change risks, it is important to describe the scenario, parameters, assumptions, analysis factors, and key financial impacts employed. | 1. Physical risk scenario analysis: |
| Water resources are an important resource for plant operations. According to the simulation of the Sixth Assessment Report of the Intergovernmental Panel on Climate Change (IPCC), The analysis results show that Taiwan may face a situation in the future where the difference between wet and dry seasons becomes larger and the number of days without rainfall increases. If water is used If the power supply is interrupted, the operation of the factory will be interrupted. | |
| 2. Market risk scenario analysis: | |
| Customers require us to set up short-, medium- and long-term plans and action plans for greenhouse gas emission reduction. If we do not actively cooperate, we may reduce orders or even to cancel the order. | |
| 3. For more details, please refer to the “3.1 Climate and Energy Management” section of the Company’s Sustainability Report. | |
| 6. If there's a transformation plan to address and manage climate-related risks, it should outline the plan's content, as well as the indicators and goals used to identify and manage physical and transitional risks. | 1. Increasingly stringent carbon reduction regulations: |
| In response to the potential risks arising from carbon fee systems, carbon inventory work has already been initiated. Since 2022, annual carbon inventories have been conducted for Taiwan operations, with plans to expand to global subsidiaries in the future. This aims to fully understand carbon emissions and implement subsequent carbon reduction measures. | |
| To comply with government regulations on energy saving and water conservation, the ISO 50001 Energy Management System will be introduced starting in 2025. Through the PDCA management framework, the company will identify major energy-consuming equipment and actively implement energy improvement projects. In addition, process water will be recycled to reduce water consumption. Solar photovoltaic systems are planned for installation at existing plants (Huaya and Dayuan Plant 2) as well as the future Aerotropolis plant, in order to meet regulatory requirements set by the Bureau of Energy for self-installed renewable energy equipment. | |
| 2. Costs of low-carbon technology transformation: | |
| Annual carbon inventories are conducted to analyze electricity usage and identify carbon |
- 73 -
| Item | Implementation status |
|---|---|
| emission hotspots at each plant. Carbon reduction strategies are prioritized by evaluating the required capital investment and expected emission reduction benefits. Potential green electricity sourcing combinations available in the market are also assessed to minimize the cost of carbon reduction. | |
| 3. For more details, please refer to the “Sustainability Report” of the Company, specifically Section 3.1 “Climate and Energy Management.” | |
| 7. If internal carbon pricing is used as a planning tool, the basis for price determination should be explained. | Internal carbon pricing is not used as a planning tool. |
| 8. If climate-related targets are established, it should be clarified the activities covered, scope of greenhouse gas emissions, planning timeframe, annual progress, etc. If carbon offsets or RECs are used to achieve the goals, the source and quantity of the offset carbon emissions or the number of RECs exchanged should be disclosed. | The target for reducing greenhouse gas emissions are 7% reduction in 2025 (short term), 14% reduction in 2027 (medium term), and 28% reduction in 2030. |
| For more details, please refer to the “3.1 Climate and Energy Management” section of the Company’s Sustainability Report. | |
| 9. Greenhouse gas inventory and assurance situation along with reduction targets, strategies, and specific action plans. | 1. The target for reducing greenhouse gas emissions are 7% reduction in 2025 (short term), 14% reduction in 2027 (medium term), and 28% reduction in 2030. The Company has proposed an energy efficiency improvement plan aimed at reducing energy use and greenhouse gas emissions. The main contents include reducing air conditioning operating hours by 1 hour, using LED firefighting lights, and installing infrared sensing switches in toilets and corridors. Through these improvement plans, we aim to achieve energy saving, carbon reduction, and greenhouse gas reduction. |
| 2. Explanation of the greenhouse gas inventory assurance situation: | |
| (1) The types of greenhouse gases are classified according to the requirements of ISO 14064-1:2018 and the Greenhouse Gas Protocol developed by the World Business Council for Sustainable Development/World Resources Institute (WBCSD/WRI), as well as the regulations for greenhouse gas emissions inventory registration and verification management issued by the Environmental Protection Administration. The types of greenhouse gases include carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulfur hexafluoride (SF6), and |
- 74 -
- 75 -
| Item | Implementation status | |||||
|---|---|---|---|---|---|---|
| nitrogen trifluoride (NF3). | ||||||
| (2) The main types of greenhouse gas emissions within the operational boundaries of the company are carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), and hydrofluorocarbons (HFCs). | ||||||
| (3) Data assurance and ISO 14064-1 verification have been conducted by Taiwan Inspection Technology Company (SGS), and the company has obtained a certificate (reasonable assurance level for Category 1 and 2). | ||||||
| (4) Combining the above information, the emissions for each plant in the past two years are as follows: | ||||||
| 2024: | ||||||
| Plant | Category 1 (metric tons CO2e) | Category 2 (metric tons CO2e) | Subtotal (metric tons CO2e) | Total (metric tons CO2e) | Density (metric tons CO2e/NT million) | |
| Hwa-Ya | 253.6091 | 6,122.9991 | 6,376.6082 | 30,034.782 | 2.253 | |
| Dayuan 1 | 132.2919 | 11,427.0633 | 11,559.3552 | |||
| Dayuan 2 | 208.8131 | 11,890.0056 | 12,098.8187 | |||
| 2025: | ||||||
| Plant | Category 1 (metric tons CO2e) | Category 2 (metric tons CO2e) | Subtotal (metric tons CO2e) | Total (metric tons CO2e) | Density (metric tons CO2e/NT million) | |
| Huaya | 242.6392 | 6,620.7976 | 6,863.4368 | 32,118.700 | 2.410 | |
| Dayuan 1 | 137.9061 | 11,789.6291 | 11,927.5352 | |||
| Dayuan 2 | 227.5036 | 13,100.2240 | 13,327.7276 | |||
| Note: Greenhouse gas emission figures may be subject to change following third-party verification. The final data shall be based on the Company's Sustainability Report for the respective year. |
2.3.7 Implementation of Ethical Corporate Management and variations with management principles of publicly-listed companies and reasons
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Establish integrity business policies and plans | ||||
| (1) Does the company have an integrity operation policy approved by the board of directors, and clearly state the integrity operation policy and practice in the regulations and external documents, as well as the commitment of the board of directors and senior management to actively implement the operation policy? | ||||
| (2) Does the company establish an evaluation mechanism for the risk of dishonest behavior, regularly analyze and evaluate the business activities with high dishonest behavior risk within the business scope, and formulate a plan for preventing dishonest behavior based on it, and at least cover the preventive measures for the behaviors in Article 7, paragraph 2, of the code of honest operation for listed and OTC companies? | ✓ | (1) The Company's board of directors has approved the establishment of the "Code of Conduct" and "Code of Ethics" to regulate the behavior of directors, independent directors, executives, and employees. We are committed to complying with relevant regulations, such as the Company Act and Securities Exchange Act, as the foundation of our business integrity. Members of the board of directors and management actively participate in training programs related to business integrity and legal compliance to enhance their understanding and implementation of ethical business practices. | ||
| (2) The Company has established a "Code of Conduct" and implemented effective accounting and internal control systems. Our internal audit personnel conduct audits to ensure compliance with the provisions of Article 7, Paragraph 2, and other relevant provisions of the "Code of Conduct for Listed and Over-the-Counter Companies" or other business activities that may have a higher risk of dishonest behavior within our business scope. This is done to prevent any form of dishonest conduct. | No significant differences | |||
| No significant differences |
- 76 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (3)Does the company specify operating procedures, conduct guidelines, disciplinary and grievance systems for violations in the prevention of dishonest conduct plan, implement them, and regularly review and amend the aforementioned scheme? | ☑ | (3) Our company has developed comprehensive measures in the "Code of Conduct" to prevent dishonest behavior. These measures include operational procedures, behavioral guidelines, disciplinary actions for violations, and a complaint mechanism. We implement these measures and regularly review them in accordance with the latest laws and regulations to address practical needs. | No significant differences | |
| 2. Implement integrity operation | ||||
| (1)Does the company assess the integrity records of its counterparties and specify the integrity terms in the contracts it enters into with them? |
(2)Does the company set up a dedicated unit under the board of directors to promote the integrity operation of the enterprise, and regularly (at least once a year) report to the board of directors its integrity operation policies, plans to prevent dishonest behavior and supervision of implementation? | ☑ | | (1) The Company conducts business activities in a fair and transparent manner. The contracts we enter into with external parties clearly outline the rights and obligations of both parties. Additionally, we conduct integrity checks on stakeholders such as customers and suppliers to prevent any dishonest behavior that may harm the interests of the company.
(2) On August 12, 2025, the Company established a Sustainability Development Committee, under which a Sustainability Governance Task Force was formed. This body is responsible for assisting the Board of Directors in formulating sustainability strategies and objectives, overseeing corporate sustainability performance and progress, ensuring compliance with relevant regulations and international sustainability standards, | No significant differences |
- 77 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| reviewing and approving sustainability reports and other significant disclosures, assessing sustainability risks and opportunities, and promoting internal sustainability culture and governance systems. It reports its implementation status annually to the Company’s Audit Committee and Board of Directors. | ||||
| As of December 31 of the current year, the Company has not been involved in any incidents of corruption, bribery, violations of fair trade laws, conflicts of interest, money laundering, or insider trading. The implementation status of integrity management for 2025 has been reported to the 2nd meeting of the 5th Audit Committee (November 12, 2025) and the 3rd meeting of the 13th Board of Directors (November 12, 2025). | ||||
| Implementation status for the year: | ||||
| 1. The Company continues to promote its “Integrity in Business Conduct” policy. In addition to communicating the concept to all employees, integrity principles are emphasized in orientation training for new hires, who are required to sign declarations of compliance. The employee signing rate has reached 100%. | ||||
| 2. In addition to periodically providing directors and managers with the latest official |
- 78 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| regulatory communications for reference, the Company also follows Article 8 of its “Procedures for the Prevention of Insider Trading.” Prior to each quarterly Board meeting, directors are reminded during insider trading prevention briefings that they are prohibited from trading company shares during the blackout period — 30 days before the announcement of annual financial reports and 15 days before quarterly financial reports. Notifications were sent on February 13, April 22, July 24, and October 21 this year to remind directors of Board meeting dates and blackout periods, helping prevent inadvertent violations. | ||||
| 3. To strengthen employees’ understanding of insider trading and trade secret laws, and to reinforce the importance of compliance, the Company conducts periodic online training sessions. In 2025, a total of 1,198 participants attended, accumulating 1,912 training hours. Course topics included regulatory compliance, internal audit and control, integrity management, trade secrets, sustainability development, confidentiality of material information, and regulations on preventing insider trading and handling significant internal information. |
- 79 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (3)Does the company have a conflict of interest prevention policy, provide appropriate presentation channels and implement them? | ☑ | 4. The Company provides multiple reporting channels, including a hotline, a reporting mailbox on the corporate website, and employee suggestion boxes, with a dedicated unit responsible for handling reports. This year, two complaints were received, both related to workplace interpersonal disputes. These cases were investigated and resolved in accordance with procedures, and the results were communicated to the relevant employees, with no objections from either party. The Company will continue to promote workplace safety and labor equality, fostering a work environment built on “safety, respect, and trust” through both systems and actions. |
(3) The Company has established a policy to prevent conflicts of interest and provides appropriate channels for directors, executives, and other stakeholders attending or participating in board meetings to proactively disclose any potential conflicts of interest they may have with the company. If there is a risk of harm to the company’s interests, those individuals are prohibited from participating in discussions and voting on related matters and should abstain from such discussions and voting.
(4) In order to ensure the implementation of | No significant differences |
| (4)Has the company established an effective accounting | ☑ | | | No significant differences |
- 80 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| system and internal control system for the implementation of integrity operation, and the internal audit unit shall, according to the assessment results of the risk of dishonest behavior, draw up relevant audit plans, and according to the compliance of the plan for preventing dishonest behavior, or entrust an accountant to carry out the audit? | ☑ | ethical business practices, our company has established effective accounting and internal control systems. Internal auditors regularly audit the compliance with these systems and provide audit reports to the Board of Directors. Additionally, external auditors review the implementation of the company's internal control system on an annual basis. These measures are in place to uphold the integrity of our business operations. |
(5) To continuously strengthen employees' awareness of integrity in business conduct and to promote the importance of compliance – thereby preventing legal violations due to a lack of understanding – the Company conducts periodic online awareness programs. In 2025, a total of 1,198 participants attended these sessions, with a cumulative training duration of 1,912 hours. | No significant differences |
| 3. Operation of the company's whistleblowing system
(1) Does the company have a specific reporting and reward system, establish a convenient reporting channel, and assign appropriate personnel to the reported object? | ☑ | | (1) Integrity and honesty are among the Company’s core values. Accordingly, the Company has established the Code of Ethical Conduct and the Code of Integrity Management. Employees may raise concerns through a dedicated complaint hotline or by submitting an Employee Complaint Form to the General Manager’s complaint mailbox. In | No significant differences |
- 81 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2)Does the company establish the standard operating procedures for investigation of reported matters, follow-up measures to be taken after investigation and relevant confidentiality mechanisms? | ☑ | addition, reporting channels are available via the “Stakeholder Section” and the “Ethical Management Section” on the Company’s website(https://www.jentech.com.tw/zh/ethical-management). | ||
| The Company values every employee’s voice and encourages proactive feedback and reporting of concerns, with the aim of fostering a corporate culture of dignity, inclusion, and mutual respect. All complaints are handled objectively, fairly, and impartially by a designated unit in accordance with established procedures, while ensuring that the privacy and rights of complainants and whistleblowers are fully protected from retaliation. | No significant differences | |||
| (3)Does the company take measures to protect whistleblowers from improper handling due to whistleblowing? | ☑ | (2) The Company ensures the confidentiality of the whistleblower's identity and the reported content. We handle the whistleblowing process in accordance with the prescribed procedures and regulations, maintaining strict confidentiality throughout the investigation. | No significant differences | |
| 4. Enhance information disclosure | ||||
| Does the company disclose the content and promotion | ☑ | The Company discloses its Code of Integrity | No significant differences |
- 82 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| effect of its code of conduct for integrity operation on its website and public information observatory? | Management, related regulations, and implementation status on its corporate website and the Market Observation Post System. In addition, relevant information on integrity management is also presented in the Company’s Sustainability Report. | |||
| 5. If a company has its own code of conduct for integrity in accordance with the code of conduct for listed and OTC companies, please state the difference between its operation and the code: None. | ||||
| 6. Other important information helpful to understand the company's operation integrity: (such as the company's review and amendment of the integrity operation rules, etc.) | ||||
| (1) The Company complies with the Company Act, Securities and Exchange Act, Business Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, as well as regulations related to listed companies and other applicable laws governing business conduct. These serve as the fundamental basis for implementing integrity management. The Company also adopts high standards in adhering to environmental and quality policies. | ||||
| (2) The Company’s Rules of Procedure for Board of Directors Meetings include a conflict-of-interest recusal mechanism. When a director has a personal interest or represents a legal entity with an interest in a matter under discussion that may be detrimental to the Company, the director may explain and respond to questions but must not participate in the discussion or voting. The director must recuse themselves during deliberation and voting and may not exercise voting rights on behalf of other directors. | ||||
| (3) The Company has established the Procedures for Handling Material Inside Information and Prevention of Insider Trading, which explicitly stipulate that insiders, quasi-insiders, and information recipients who become aware of material non-public information are prohibited from trading the Company’s listed shares, equity-type securities, or selling non-equity corporate bonds before the information is publicly disclosed or within 18 hours after disclosure. This is to prevent violations of insider trading regulations due to lack of legal awareness. | ||||
| In addition, the procedures stipulate that directors, managers, and designated representatives under Article 27, Paragraph 1 of the Company Act are prohibited from trading Company shares during blackout periods—30 days prior to the announcement of annual financial reports and 15 days prior to quarterly financial reports. The Company has also implemented internal procedures to send email reminders to all directors and insiders, notifying them not to trade Company shares during blackout periods. |
- 83 -
| Assessment items | Operation Status | Discrepancy with best-practice principles of TWSE/GTSM listed companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (4) The Company has also established the Procedures for Handling Material Inside Information and Prevention of Insider Trading to ensure a robust mechanism for managing and disclosing material information, preventing improper information leakage, and ensuring the consistency and accuracy of information disclosed externally. The procedures further stipulate that directors, supervisors, managers, and employees must not disclose material non-public information to others, nor inquire about or collect undisclosed internal information unrelated to their duties from those who possess such information. They are also obligated to maintain confidentiality and must not disclose any undisclosed material information obtained outside the scope of their duties. |
2.3.8 Other important information which is sufficient to understand corporate governance operation status must also be disclosed:
- Market Observation Post System (MOPS): https://mops.twse.com.tw
- The Company's website: https://www.jentech.com.tw/zh
Please refer to the "Investor Relations" and "Sustainability" sections.
- Directors' continuing education:
Please refer to the Market Observation Post System (MOPS) $\rightarrow$ Corporate Governance $\rightarrow$ Attendance and Continuing Education of Directors and Supervisors, as well as the current positions, experience, and concurrent roles of independent directors.
2.3.9 Internal Control System Implementation Status
2.3.9.1 Statement on Internal Control: Please refer to the Market Observation Post System (MOPS).
The navigation path is as follows:
MOPS → Individual Company → Corporate Governance → Company Regulations / Internal Control → Internal Control Statement Announcement (https://mops.twse.com.tw/mops/#/web/t06sg20)
2.3.9.2 Where accountant was commissioned to perform ad hoc review on the internal control system, the accountant review report required to be disclosed: None.
2.3.10 Important resolutions of the shareholders' meeting and the Board of Directors during the most recent year and until the publication date of the annual report
2.3.10.1 Important resolutions of 2025 shareholders' meeting (May 29, 2025)
| Meeting Date | Major Resolutions of Shareholders' Meeting | Implementation Status |
|---|---|---|
| May 29, 2025 | ||
| Annual General Shareholders' Meeting of 2025 | 1. Approval of the 2024 Business Report and Financial Statements | Resolved and approved as proposed by the Annual General Shareholders' Meeting |
| 2. Approval of the 2024 Earnings Distribution Proposal | Resolved and approved as proposed by the Annual General Shareholders' Meeting | |
| 3. Approval of the Amendment to the Articles of Incorporation | To be implemented in accordance with the newly amended provisions as resolved by the Annual General Shareholders' Meeting | |
| 4. Approval of the Comprehensive Re-election of Directors (including Independent Directors) | After election at the Annual General Shareholders' Meeting, approved by the Ministry of Economic Affairs on July 23, 2025 | |
| 5. Approval of the Removal of Non-Compete Restrictions for Newly Appointed Directors and Their Representatives | Pursuant to the resolution of the Annual General Shareholders' Meeting, the non-compete restrictions on newly appointed directors are lifted. |
- 85 -
2.3.10.2 Important resolutions of the Board of Directors
| Meeting Date | Important resolutions |
|---|---|
| 2025.02.25 | 1. Resolved and approved the operational plan for the year 2025. |
| 2. Resolved and approved the distribution of employee remuneration and director remuneration for the year 2024 of the Company. | |
| 3. Resolved and approved the business report and financial statements for the year 2024 of the Company. | |
| 4. Approved the distribution of profits for the year 2024 of the Company. | |
| 5. Resolved and approved the distribution of cash dividends for the year 2024 of the Company. | |
| 6. Resolved and approved the issuance of the internal control statement by the Company. | |
| 7. Resolved and approved the amendment to the "Internal Control System Self-Assessment Operation Procedure" by the Company. | |
| 8. Resolved and approved the auditor's fees for the year 2025 of the Company. | |
| 9. Resolved and approved the recognition of the credit limit applied by the Company to financial institutions. | |
| 10. Resolved and approved the record date of capitalization of exercising of employee stock option and stock distribution date. | |
| 11. Resolved and approved the Company's fourth and fifth domestic unsecured convertible corporate bonds issuance | |
| 12. Approved the amendment to the "Articles of Incorporation". | |
| 13. Approved the amendment to the Company's "Rules of Procedure for Board Meetings". | |
| 14. Approved the amendment to the Company's "Corporate Social Responsibility Best Practice Principles". | |
| 15. Approved the proposal to re-elect directors (including independent directors) at this year's shareholders' meeting. | |
| 16. Lifting the prohibition on the Directors and their representatives from participating in the competitive business. | |
| 17. Convening the 2025 Annual Shareholders' Meeting. | |
| 2025.04.18 | 1. Resolved and approved the recognition of the credit limit applied by the Company to financial institutions. |
| 2. Resolved and approved the Company's "Director Remuneration Distribution Method". | |
| 3. Nomination of Director Candidates and Review of Independence Cases. | |
| 2025.05.13 | 1. Discussion of the Consolidated Financial Statements for the First Quarter of 2025 |
| 2025.05.29 | 1. Proposal to Re-elect the Chairman of the Company |
| 2. Proposal to Appoint Members of the 6th Remuneration Committee | |
| 2025.08.12 | 1. Discussion of the Consolidated Financial Statements for the Second Quarter of 2025 |
| 2. Ratification of the Company's Applications for Credit Lines with Financial Institutions | |
| 3. Ratification of Endorsement/Guarantee Provided for Subsidiary Wuxi |
- 86 -
- 87 -
| | Jentech Precision Industrial Co., Ltd.
4. Approval of the Company’s 2024 Sustainability Report
5. Amendment to Certain Provisions of the Issuance and Conversion Terms of the Company’s 4th and 5th Domestic Unsecured Convertible Corporate Bonds
6. Establishment of the Company’s “Nomination Committee Charter” and Formation of the Nomination Committee
7. Appointment of Members of the First Nomination Committee
8. Establishment of the Company’s “Sustainability Development Committee Charter” and Formation of the Sustainability Development Committee
9. Appointment of Members of the First Sustainability Development Committee
10. Establishment of the Company’s “Risk Management Policy and Procedures”
11. Distribution of Directors’ Compensation for Fiscal Year 2024
12. Employee Profit-Sharing Bonus for Fiscal Year 2024
13. Salary Adjustment for Managers for Fiscal Year 2025 |
| --- | --- |
| 2025.11.12 | 1. Discussion of the Consolidated Financial Statements for the Third Quarter of 2025
2. 2026 Internal Audit Plan
3. Amendment to the Internal Control System
4. Ratification of Applications for Credit Lines with Financial Institutions
5. Determination of the Record Date for Capital Increase through Issuance of New Shares in Exchange for Conversion of the Company’s 4th Domestic Unsecured Convertible Bonds in Q3 2025
6. Determination of the Record Date for Capital Increase through Issuance of New Shares in Exchange for Conversion of the Company’s 5th Domestic Unsecured Convertible Bonds in Q3 2025
7. Mandatory Redemption of the Company’s 4th Domestic Unsecured Convertible Bonds
8. Mandatory Redemption of the Company’s 5th Domestic Unsecured Convertible Bonds
9. Proposal for Year-End Bonuses for Senior Executives for Fiscal Year 2025 |
| 2026.03.11 | 1. 2026 Business Plan
2. Distribution of Employee Compensation and Directors’ Remuneration for Fiscal Year 2025
3. Approval of the 2025 Business Report and Financial Statements
4. Proposal for Profit Distribution for Fiscal Year 2025
5. Cash Dividend Distribution for Fiscal Year 2025
6. Issuance of the 2025 Internal Control System Statement
7. Amendment to the Internal Control System
8. Amendment to the “Procedures for Acquisition or Disposal of Assets”
9. Ratification of Applications for Credit Lines with Financial Institutions
10. Determination of the Record Date for Capital Increase through Issuance of New Shares in Exchange for Conversion of the Company’s 4th Domestic Unsecured Convertible Bonds in Q4 2025 |
-
88 -
-
Determination of the Record Date for Capital Increase through Issuance of New Shares in Exchange for Conversion of the Company's 5th Domestic Unsecured Convertible Bonds in Q4 2025
- Appointment of Certified Public Accountants for Auditing the 2026 Financial Statements, Independence Evaluation, Audit Fees, and Pre-Approval List of Non-Assurance Services
- Matters Related to Convening the 2026 Annual General Shareholders' Meeting
2.3.11 Where, during the most recent fiscal year and as of the printing date of the annual report, a director has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration disclose the principal content thereof: None
2.4 Information on CPA professional fees
2.4.1 Audit fees and non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm and details of non-audit services
Unit: NT$1,000
| Name of CPA firm | Name of CPA | Audit periods | Audit fees | Non-audit fees | Total |
|---|---|---|---|---|---|
| Pricewaterhouse Coopers | Fang-Yu Wang | ||||
| Se-Kai Lin | 2025.01.01~ | ||||
| 2025.12.31 | 2,400 | 1,700 | 4,100 |
Note: Non-audit fees include financial report translation, Transfer Pricing Report, Sustainability report consultation and confirmation service fee.
2.4.2 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.
2.4.3 When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None.
2.5 Information of replacement of certified public accountant
If the company has changed its accountants in the past two fiscal years and subsequent periods, the following information should be disclosed: Not applicable.
2.6 Where the company's chairman, general manager or any officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of is CPA or at an affiliated enterprise of the accounting, the name and position of the person and the period during which the position was held, shall be disclosed: None.
2.7 Any transfer of shareholdings and changed equity pledge from the directors, managers and shareholder(s) holding more than 10% of the shares during the most recent year and as of the publication date of the annual report
2.7.1 Changes in equity among the directors, manager and large shareholder(s)
Please refer to the Market Observation Post System.
The access path is as follows: MOPS > Single Company > Shareholding Changes / Securities Issuance > Share Transfer Information Inquiry > Post-reporting Form for Changes in Insider Shareholding
(https://mops.twse.com.tw/mops/#/web/query6_1)
2.7.2 Stock transfers to related parties:
Please refer to the Market Observation Post System.
The access path is as follows: MOPS > Single Company > Shareholding Changes / Securities Issuance > Insider Pledge/Release > Insider Pledge/Release Announcement
(https://mopsov.twse.com.tw/mops/web/STAMAK03_1)
2.7.3 Pledge of stock rights to related parties:
| Name | Reason for Change in Pledge Status | Date of Change | Counterparty to the Transaction | Relationship between the Counterparty and the Company, Directors, Supervisors, Managers, and Shareholders Holding More Than 10% of Shares | Number of Shares | Shareholding Ratio | Pledge Ratio | Loan (Redemption) Amount |
|---|---|---|---|---|---|---|---|---|
| Heng-Shan Co., Ltd. | Pledge | 2025.08.11 | Mega International Commercial Bank Co., Ltd., Taoxing Branch | - | 1,000,000 | 11.36% | 17.99% | - |
March 31, 2026
2.8 Information of relationships between TOP 10 shareholders are related parties
| Name | Own held shares | Shares Held by Spouse & Minors | Shares Held in the Name of Others | Name and Relationship between Jentech's Shareholders | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | ||
| Hsin-Chong International Co., Ltd. | |||||||||
| Representative: Chung-Hsin Chao | 17,460,592 | 11.90% | - | - | - | - | ( Note ) | - | |
| 2,032,002 | 1.38% | 10,057 | 0.01% | - | - | - | |||
| Heng-Shan Co., Ltd. | |||||||||
| Representative: Yung-Tsang Chao | 16,672,994 | 11.67% | - | - | - | - | - | ||
| 2,068,292 | 1.41% | 9,041 | 0.01% | - | - | - | |||
| New Labor Retirement Fund | 10,045,142 | 6.85% | - | - | - | - | - | - | |
| Fukang Co., Ltd. | |||||||||
| Representative: Ci-Mei Zhao Xu | 8,728,856 | 5.95% | - | - | - | - | ( Note ) | - | |
| 10,057 | 0.01% | 2,032,002 | 1.38% | - | - | - | |||
| Jiahe Xin Co., Ltd. | |||||||||
| Representative: Kuei-Ling Chien | 8,567,305 | 5.84% | - | - | - | - | - | ||
| 9,041 | 0.01% | 2,068,292 | 1.41% | - | - | - | |||
| Ming-jen Chen | 3,670,005 | 2.50% | - | - | - | - | - | - | |
| Citibank Custody Singapore Government Investment Account | 3,519,000 | 2.40% | - | - | - | - | - | - | |
| Old Labor Retirement Fund | 2,922,243 | 1.99% | - | - | - | - | - | - | |
| Standard Chartered Trustees Small World Funds Company | 2,754,467 | 1.88% | - | - | - | - | - | - | |
| Cathay Life Insurance Co., Ltd. | 2,652,012 | 1.81% | - | - | - | - | - | - |
Note: 1. Chung-Hsin Chao and Yung-Tsang Chao are brothers.
2. Chung-Hsin Chao and Ci-Mei Zhao Xu are couple.
3. Yung-Tsang Chao and Kuei-Ling Chien are couple.
2.9 The number of shares held by the company, the company's directors, managers, and businesses directly or indirectly controlled by the Company in the same joint venture, and the combined shareholding percentage
Unit: 1,000 shares
| Investees
(Note) | Investments of the Company | | Investments of the directors, managers and their investment in business which they have direct or indirect control of. | | Comprehensive investments | |
| --- | --- | --- | --- | --- | --- | --- |
| | Number of Shares | Share (%) | Number of Shares | Share (%) | Number of Shares | Share (%) |
| Elixi International Co., Ltd. | 21,306 | 100 | - | - | 21,306 | 100 |
| Wuxi Jentech Precision Industrial Co., Ltd. | - | 100 | - | - | - | 100 |
| Kenly Precision Industrial Co., Ltd. | 139,400 | 100 | - | - | 139,400 | 100 |
| Kenly International Technology Co., Ltd. | 12,779 | 100 | - | - | 12,779 | 100 |
| Kenly Global Co., Ltd. | 0.001 | 100 | - | - | 0.001 | 100 |
| Jiaxing Kenly Precision Electronics Co., Ltd. | - | 66.6 | - | - | - | 66.6 |
| Nantong Jentech Precision Industrial Co., Ltd. | - | 100 | - | - | - | 100 |
Note: Equity investments of the Company.
Chapter 3 Capital Overview
3.1 Capital and Shares
3.1.1 Source of Capital
3.1.1.1 Capitalization
Unit: Shares, NT$
| Year/Month | Issue Price | Authorized Share Capital | Paid-In Capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital Increase by Assets Other Than Cash | Date of Approval and Document Number | ||
| 1987.03 | 1,000 | 5,000 | 5,000,000 | 5,000 | 5,000,000 | Registered capital 5,000,000 | - | - |
| 1994.10 | 1,000 | 30,000 | 30,000,000 | 30,000 | 30,000,000 | Capital increase by cash 25,000,000 | - | - |
| 2000.12 | 1,000 | 80,000 | 80,000,000 | 80,000 | 80,000,000 | Capital increase by cash 50,000,000 | - | 2000.12.05 Ching (89) Zhong -Zi No.89535944 |
| 2002.12 | 10 | 8,450,000 | 84,500,000 | 8,450,000 | 84,500,000 | Capital increase by earnings 4,500,000 | - | 2002.12.20 Ching-Shou-Zhong-Zi No.09133158450 |
| 2007.01 | 10 | 80,000,000 | 800,000,000 | 23,450,000 | 234,500,000 | Capital increase by cash 150,000,000 | - | 2007.01.10 Ching-Shou-Zhong-Zi No.09631527130 |
| 2007.06 | 20 | 80,000,000 | 800,000,000 | 44,483,000 | 444,830,000 | Capital increase by cash 18,000,000 | ||
| Capital increase by earnings 187,600,000 | ||||||||
| Capital increase by employee dividend 4,730,000 | - | 2007.06.11 Ching-Shou-Zhong-Zi No.09632245510 | ||||||
| 2007.10 | 80 | 80,000,000 | 800,000,000 | 52,483,000 | 524,830,000 | Capital increase by cash 80,000,000 | - | 2007.10.24 Ching-Shou-Zhong-Zi No.09601260800 |
| 2008.06 | 10 | 80,000,000 | 800,000,000 | 62,605,450 | 626,054,500 | Capital increase by earnings 78,724,500 | ||
| Capital increase by employee dividend 22,500,000 | - | 2008.06.26 Ching-Shou-Zhong-Zi No.09701143560 | ||||||
| 2009.07 | 10 | 80,000,000 | 800,000,000 | 65,935,722 | 659,357,220 | Capital increase by earnings 31,302,720 | ||
| Capital increase by employee dividend 2,000,000 | - | 2009.08.19 Ching-Shou-Zhong-Zi No.09801188280 | ||||||
| 2009.11 | 10 | 100,000,000 | 1,000,000,000 | 72,302,722 | 723,027,220 | Capital increase by cash 63,670,000 | - | 2009.10.27 Jin-Guan-Zheng-Fa-Zi No.0980056278 |
| 2010.07 | 10 | 100,000,000 | 1,000,000,000 | 74,703,826 | 747,038,260 | Convertible bonds 24,011,040 | - | 2010.07.28 Ching-Shou-Zhong-Zi No.09901168060 |
- 91 -
| Year/ Month | Issue Price | Authorized Share Capital | Paid-In Capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital Increase by Assets Other Than Cash | Date of Approval and Document Number | ||
| 2010.08 | 10 | 100,000,000 | 1,000,000,000 | 81,934,098 | 819,340,980 | Capital increase by earnings 72,302,720 | - | 2010.06.30 |
| Jin-Guan-Zheng-Fa-Zi | ||||||||
| No.0990033828 | ||||||||
| 2010.10 | 10 | 100,000,000 | 1,000,000,000 | 83,156,703 | 831,567,030 | Convertible bonds 12,226,050 | - | 2010.10.29 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.09901242310 | ||||||||
| 2011.01 | 10 | 100,000,000 | 1,000,000,000 | 83,389,578 | 833,895,780 | Convertible bonds 2,328,750 | - | 2011.01.17 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10001007820 | ||||||||
| 2011.05 | 10 | 100,000,000 | 1,000,000,000 | 83,396,101 | 833,961,010 | Convertible bonds 65,230 | - | 2011.05.13 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10001097060 | ||||||||
| 2011.09 | 10 | 150,000,000 | 1,500,000,000 | 91,735,058 | 917,350,580 | Capital increase by earnings 83,389,570 | - | 2011.7.4 |
| Jin-Guan-Zheng-Fa-Zi | ||||||||
| No.1000030785 | ||||||||
| 2011.11 | 10 | 150,000,000 | 1,500,000,000 | 91,737,285 | 917,372,850 | Convertible bonds 22,270 | - | 2011.10.31 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10001247700 | ||||||||
| 2011.11 | 10 | 150,000,000 | 1,500,000,000 | 101,737,285 | 1,017,372,850 | Capital increase by cash 100,000,000 | - | 2011.09.19 |
| Jin-Guan-Zheng-Fa-Zi | ||||||||
| No.1000043771 | ||||||||
| 2012.08 | 10 | 150,000,000 | 1,500,000,000 | 106,824,149 | 1,068,241,490 | Capital increase by earnings 50,868,640 | - | 2012.06.18 |
| Jin-Guan-Zheng-Fa-Zi | ||||||||
| No.1010027075 | ||||||||
| 2015.07 | 10 | 150,000,000 | 1,500,000,000 | 106,324,149 | 1,063,241,490 | cancellation of treasury shares 5,000,000 | - | 2015.07.20 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10401142850 | ||||||||
| 2018.11 | 10 | 150,000,000 | 1,500,000,000 | 109,443,222 | 1,094,432,220 | Convertible bonds 31,190,730 | - | 2018.11.29 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10701150280 | ||||||||
| 2019.02 | 10 | 150,000,000 | 1,500,000,000 | 110,075,562 | 1,100,755,620 | Convertible bonds 6,323,400 | - | 2019.02.18 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10801014030 | ||||||||
| 2019.05 | 10 | 150,000,000 | 1,500,000,000 | 120,278,365 | 1,202,783,650 | Convertible bonds 102,028,030 | - | 2019.05.21 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10801058220 | ||||||||
| 2019.09 | 10 | 150,000,000 | 1,500,000,000 | 121,025,402 | 1,210,254,020 | Convertible bonds 7,470,370 | - | 2019.09.03 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.10801118880 | ||||||||
| 2021.02 | 10 | 150,000,000 | 1,500,000,000 | 122,225,402 | 1,222,254,020 | Issuance of restricted employee equity shares 12,000,000 | - | 2021.02.23 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.11001027650 | ||||||||
| 2021.06 | 10 | 150,000,000 | 1,500,000,000 | 122,219,402 | 1,222,194,020 | cancellation of restricted employee equity shares 60,000 | - | 2021.06.10 |
| Ching-Shou-Zhong-Zi | ||||||||
| No.11001092620 |
- 92 -
| Year/ Month | Issue Price | Authorized Share Capital | Paid-In Capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital Increase by Assets Other Than Cash | Date of Approval and Document Number | ||
| 2021.09 | 10 | 150,000,000 | 1,500,000,000 | 122,208,402 | 1,222,084,020 | cancellation of restricted employee equity shares 110,000 | - | 2021.09.02 |
| Ching-Shou-Zhong-Zi No. 11001148370 | ||||||||
| 2021.12 | 10 | 150,000,000 | 1,500,000,000 | 122,202,402 | 1,222,024,020 | cancellation of restricted employee equity shares 60,000 | - | 2021.12.21 |
| Ching-Shou-Zhong-Zi No. 11001218170 | ||||||||
| 2022.04 | 10 | 150,000,000 | 1,500,000,000 | 122,265,231 | 1,222,652,310 | cancellation of restricted employee equity shares 430,000 and Convertible bonds 1,058,290 | - | 2022.04.25 |
| Ching-Shou-Zhong-Zi No. 11101056230 | ||||||||
| 2022.05 | 10 | 150,000,000 | 1,500,000,000 | 122,259,631 | 1,222,596,310 | cancellation of restricted employee equity shares 56,000 | - | 2022.05.27 |
| Ching-Shou-Zhong-Zi No. 11101088340 | ||||||||
| 2022.09 | 10 | 200,000,000 | 2,000,000,000 | 122,247,631 | 1,222,476,310 | cancellation of restricted employee equity shares 120,000 | - | 2022.09.08 |
| Ching-Shou-Zhong-Zi No. 11101162870 | ||||||||
| 2022.10 | 10 | 200,000,000 | 2,000,000,000 | 134,467,871 | 1,344,678,710 | Capital increase by earnings 122,202,400 | - | 2022.10.05 |
| Ching-Shou-Zhong-Zi No. 11101192810 | ||||||||
| 2022.11 | 10 | 200,000,000 | 2,000,000,000 | 135,345,916 | 1,353,459,160 | Convertible bonds 8,780,450 | - | 2022.10.05 |
| Ching-Shou-Zhong-Zi No. 11101225600 | ||||||||
| 2023.04 | 10 | 200,000,000 | 2,000,000,000 | 136,751,089 | 1,367,510,890 | Cancellation of restricted employee equity shares 392,000 and Convertible bonds 14,443,730 | - | 2023.04.10 |
| Ching-Shou-Zhong-Zi No. 11230058640 | ||||||||
| 2023.06 | 10 | 200,000,000 | 2,000,000,000 | 138,079,424 | 1,380,794,240 | Cancellation of restricted employee equity shares 78,000 and Convertible bonds 13,361,350 | - | 2023.06.27 |
| Ching-Shou-Zhong-Zi No. 11230090200 | ||||||||
| 2023.09 | 10 | 200,000,000 | 2,000,000,000 | 140,816,830 | 1,408,168,300 | Cancellation of restricted employee equity shares 66,000 and Convertible bonds 27,440,060 | - | 2023.09.12 |
| Ching-Shou-Zhong-Zi No. 11230168810 | ||||||||
| 2024.06 | 10 | 200,000,000 | 2,000,000,000 | 140,671,630 | 1,406,716,300 | Cancellation of restricted employee equity shares 1,452,000 | - | 2024.06.07 |
| Ching-Shou-Zhong-Zi No. 11330091170 | ||||||||
| 2024.10 | 10 | 200,000,000 | 2,000,000,000 | 142,892,651 | 1,428,926,510 | Capital increase by share conversion with Kenly Precision by cash 22,210,210 | - | 2024.10.21 |
| Ching-Shou-Zhong-Zi No. 11330103490 | ||||||||
| 2025.01 | 10 | 200,000,000 | 2,000,000,000 | 142,921,102 | 1,429,211,020 | Capital increase by Employee stock options 284,510 | - | 2025.01.14 |
| Ching-Shou-Zhong-Zi No. 11330209460 | ||||||||
| 2025.04 | 10 | 200,000,000 | 2,000,000,000 | 142,922,005 | 1,429,220,050 | Capital increase by Employee stock options 359,680 | - | 2025.04.30 |
| Ching-Shou-Zhong-Zi No. 11430051290 |
- 93 -
- 94 -
| Year/Month | Issue Price | Authorized Share Capital | Paid-In Capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital Increase by Assets Other Than Cash | Date of Approval and Document Number | ||
| 2025.12 | 10 | 200,000,000 | 2,000,000,000 | 144,870,049 | 1,448,700,490 | Issuance of New Shares upon Conversion of Convertible Bonds 19,480,440 | - | 2025.12.09 Ching-Shou-Zhong-Zi No. 11430191850 |
| 2026.03 | 10 | 200,000,000 | 2,000,000,000 | 146,732,803 | 1,467,328,030 | Issuance of New Shares upon Conversion of Convertible Bonds 18,627,540 | - | 2026.03.30 Ching-Shou-Zhong-Zi No. 11530042070 |
3.1.1.2 Types of Stock
March 31, 2026 Unit: Share
| Type of Stock | Authorized Capital | Remarks | ||
|---|---|---|---|---|
| Issued shares | Unissued shares | Total | ||
| Common Stock | 146,732,803 | 53,267,197 | 200,000,000 | Listed Company’s shares |
3.1.1.3 Information for Shelf Registration: None.
3.1.2 List of Major Shareholders
March 31, 2026
| Shares
Major Shareholders | Shares | Shares (%) |
| --- | --- | --- |
| Hsin-Chong International Co., Ltd. | 17,460,592 | 11.90% |
| Heng-Shan Co., Ltd. | 16,672,994 | 11.36% |
| New Labor Retirement Fund | 10,045,142 | 6.85% |
| Fukang Co., Ltd. | 8,728,856 | 5.95% |
| Jiahe Xin Co., Ltd. | 8,567,305 | 5.84% |
| Ming-jen Chen | 3,670,005 | 2.50% |
| Citibank Custody Singapore Government Investment Account | 3,519,000 | 2.40% |
| Old Labor Retirement Fund | 2,922,243 | 1.99% |
| Standard Chartered Trustees Small World Funds Company | 2,754,467 | 1.88% |
| Cathay Life Insurance Co., Ltd. | 2,652,012 | 1.81% |
3.1.3 Dividend Policy and Distribution of Earnings
3.1.3.1 Dividend Policy
Based on Jentech's future capital needs and long-term business planning, Jentech cooperates with the overall economic environment and industrial
characteristics, and achieves the goal of sustainable operation, taking into account shareholders' rights and capital adequacy ratio. The dividend policy is based on Article 24 of Jentech's articles of association stipulated.
Since Jentech's listing, the total amount of dividends paid each year has been no less than 50% of the net profit after tax of the year, and no less than 25% of the total distributable surplus. Twenty percent of the total shareholder dividends are proposed to be distributed. However, the types and proportions of such surplus distribution may be prepared by the board of directors in accordance with the current company's operating conditions, capital demand planning, etc., and a distribution plan may be issued in the form of new shares, and then submitted to the shareholders' meeting for resolution and adjustment.
3.1.3.2 The dividend distributions proposed at the most recent shareholders' meeting
The Company's net profit after tax for fiscal year 2025 amounted to NT$5,277,164,950. After adding NT$33,051,285 from items other than current-period net profit after tax, the unappropriated earnings for the year totaled NT$5,310,216,235. After setting aside the legal reserve of NT$531,021,624 and adding the adjusted beginning retained earnings of NT$1,666,046,775, the distributable earnings for the period amounted to NT$6,445,241,386.
As of March 11, 2026 (the date of the Board meeting), the Company had 144,870,049 common shares outstanding. For fiscal year 2025, it is proposed to distribute a cash dividend of NT$22 per share, totaling NT$3,187,141,078.
3.1.4 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting
There is no proposal for free stock distribution at this shareholders' meeting, therefore it has no impact on the company's operational performance and related information such as earnings per share.
3.1.5 Compensation of employees and directors
3.1.5.1 Information relating to compensation of employees and directors, the ratio or range of employee remuneration and director remuneration stated in Jentech's articles of association.
In accordance with applicable laws and Article 24 of the Company's Articles of Incorporation, employee compensation and directors' remuneration for fiscal year 2025 shall be distributed.
If the Company records profits for the year (defined as pre-tax profit before deducting employee compensation and directors' remuneration), 5% to 20% shall be allocated as employee compensation, of which no less than 30% shall be allocated as remuneration for entry-level employees. In addition, up to 2% of the profit may be allocated as directors' remuneration as resolved by the Board of Directors.
- 95 -
3.1.5.2 The accounting basis for the estimated amount of employee remuneration and directors' remuneration in the current period, the basis for calculating the number of shares of employee remuneration distributed by stock, and the accounting treatment when the actual distribution amount is different from the estimated amount:
2025 employee remuneration and the remuneration of directors is estimated at 10% and 2% of the pre-tax net profit respectively. When there is a major change in the distribution amount resolved by the board of directors, the change shall be adjusted to the original annual expense. Changes in accounting estimates are adjusted and recorded in the year of resolution of the shareholders' meeting.
3.1.5.3 Distribution of compensation of employees and directors approved in the Board of Directors meetings
(1) The amounts of employee compensation and director remuneration distributed in cash or stocks.
The Board of Directors, on March 11, 2026, resolved the proposed distribution of earnings for fiscal year 2025 in cash as follows:
- Employee compensation: NT$730,557,000, of which NT$219,167,100 is allocated as remuneration for entry-level employees.
- Directors' remuneration: NT$146,111,000.
The proposed amounts for employee compensation and directors' remuneration are consistent with the amounts recognized in the financial statements for 2025, with no differences.
(2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports for the current period and total employee compensation: N/A
3.1.5.4 The actual distribution of compensation for employees and directors in the previous fiscal year
The Company's earnings distribution for fiscal year 2024 was approved by the Board of Directors on February 25, 2025 and the Annual General Shareholders' Meeting on May 29, 2025. The actual cash distribution amounted to NT$474,418,000 for employee compensation and NT$94,883,000 for directors' remuneration, which is consistent with the originally recognized amounts.
3.1.6 Buyback of Common Stock: None
- 96 -
3.2 Convertible Corporate Bond:
| Type of Corporate Bonds | 4th Domestic Unsecured Convertible Corporate Bonds | 5th Domestic Unsecured Convertible Corporate Bonds | |
|---|---|---|---|
| Issue Date | 2025/6/3 | 2025/6/13 | |
| Par Value | NT$100,000 | NT$100,000 | |
| Place of Issuance and Trading | TPEx | TPEx | |
| Issue Price | Issued at 101% of par value | Issued at 108.37% of par value | |
| Total Amount | NT$3,000,000,000 | NT$2,000,000,000 | |
| Interest Rate | 0% per annum coupon rate | 0% per annum coupon rate | |
| Term | 5-year term; maturity date: June 3, 2030 | 5-year term; maturity date: June 13, 2030 | |
| Guaranteeing Institution | N/A | ||
| Trustee | Taipei Fubon Commercial Bank Co., Ltd. | ||
| Underwriting Institution | Fubon Securities Co., Ltd. | ||
| Legal Counsel | Chiou Ya-Wen, Attorney at Law, Han Chen Law Firm | ||
| Certifying CPA | Fang-Yu Wang and Se-Kai Lin, Certified Public Accountants, PwC Taiwan | ||
| Repayment Method | Except where bondholders convert the bonds into the Company's common shares in accordance with Article 10 of these Terms, exercise the put option under Article 19, or where the Company redeems the bonds early pursuant to Article 18 or repurchases and cancels them through securities firms, the Company shall, upon maturity of the convertible bonds, repay the principal amount in a lump sum in cash at par value. | ||
| Outstanding Principal Amount | Trading on the over-the-counter market was terminated on December 29, 2025, and the outstanding principal amount is NT$0. | ||
| Redemption or Early Repayment Terms | Please refer to the issuance terms and conditions. | ||
| Restrictive Covenants | None | ||
| Credit Rating Agency, Rating Date, and Bond Credit Rating Results | N/A | ||
| Other Attached | Amount of Common Shares, Global Depositary Receipts | Bondholders of the Company's 4th Domestic Unsecured Convertible Corporate Bonds | Bondholders of the Company's 5th Domestic Unsecured Convertible Corporate Bonds |
- 97 -
- 98 -
| Rights | (GDRs), or Other Securities Converted (Exchanged or Subscribed) as of the Printing Date of the Annual Report | have applied for conversion of NT$3,000,000,000 in principal, resulting in a total conversion of 2,281,974 common shares. | have applied for conversion of NT$2,000,000,000 in principal, resulting in a total conversion of 1,528,824 common shares. |
|---|---|---|---|
| Issuance and Conversion (Exchange or Subscription) Terms and Conditions | Please refer to the issuance terms and conditions. | ||
| Issuance and Conversion (Exchange or Subscription) Terms, Issuance Conditions, Potential Dilution Effect on Shareholding, and Impact on Existing Shareholders' Equity | The number of shares already converted accounts for approximately 1.6% of the outstanding shares. The dilution effect on shareholding is therefore considered limited, and the impact on existing shareholders' equity is not material. | The number of shares already converted accounts for approximately 1.07% of the outstanding shares. The dilution effect on shareholding is therefore considered limited, and the impact on existing shareholders' equity is not material. | |
| Name of Custodian for Underlying Exchangeable Securities | N/A |
Convertible Bond Information
| Type of Corporate Bonds | 4th Domestic Unsecured Convertible Corporate Bonds | 5th Domestic Unsecured Convertible Corporate Bonds | |
|---|---|---|---|
| Year Item | 2025 | 2025 | |
| Market Price of Convertible Bonds | Highest | 276.0 | 277.5 |
| Lowest | 101.0 | 101.5 | |
| Average | 188.5 | 189.5 | |
| Conversion Price | 2025/6/3 ~ 2025/7/23: NT$ 1,327.4 | ||
| 2025/7/24 ~2025/12/29: NT$ 1,314.5 | 2025/6/13 ~ 2025/7/23: NT$ 1,320.9 | ||
| 2025/7/24 ~2025/12/29: NT$ 1,308.0 | |||
| Issuance Date and Conversion Price at the Time of Issuance | Issuance Date: June 3, 2025 | ||
| Conversion Price at Issuance: NT$1,327.4 | Issuance Date: June 13, 2025 | ||
| Conversion Price at Issuance: NT$1,320.9 | |||
| Method of Fulfilling Conversion Obligations | Issuance of New Shares | Issuance of New Shares |
- 99 -
3.3 Preferred Shares: None
3.4 Issuance of Oversea Depositary Shares: None
3.5 Status of Employee Stock Option Plan: None
3.6 Status of Employee Restricted Stock: None
3.7 Status of New Share Issuance in Connection with Mergers and Acquisitions: None
3.8 Financing Plans and Implementation:
As of the fourth quarter of 2025, the execution status of the Company's uncompleted capital utilization plan for funds raised from domestic corporate bond issuance is set out below:
| Name of Corporate Bonds | 4th Domestic Unsecured Convertible Corporate Bonds | 5th Domestic Unsecured Convertible Corporate Bonds |
|---|---|---|
| Issue Date | 2025/6/3 | 2025/6/13 |
| Purpose of Fund Utilization | Strengthening working capital and constructing the Dayuan Plant No. 3 facility | |
| Changes to the Plan | No change | |
| Funds Raised | The actual funds raised amounted to NT$5,197,445,000. | |
| Execution Status | A total of NT$3,567,445,000 has been used to strengthen working capital, which was fully executed by the third quarter of 2025. The remaining NT$1,630,000,000 is allocated for the construction of the Dayuan Plant No.3 facility and continues to be executed in accordance with project progress and actual needs. There is no material difference between the expected and actual results. |
Chapter 4 Business Information
4.1 Business Contents
4.1.1 Business Scope
4.1.1.1 The main activities of the business include:
1.) Manufacturing and trading of various machinery, components, and precision molds.
2.) Manufacturing and selling of various precision stamped products.
3.) Manufacturing and selling of precision plastic injection molded products.
4.) Manufacturing of various precision fixtures, including jig grinders, CNC optical profiling grinding machines, wire cutting machines, etc.
5.) Processing of metal parts surface treatment.
6.) Machining using automatic lathes and CNC lathes.
7.) Manufacturing and trading of pre-molded wire bonding frames using thermosetting epoxy resins.
8.) Import and export trading business related to the aforementioned products.
4.1.1.2 Proportions of sales from each of the major products
Unit: NT$1,000
| Item | 2025 | |
|---|---|---|
| Amount | % | |
| Thermal Heat Spreader | 14,683,033 | 72.42 |
| Semiconductor lead frame | 1,865,893 | 9.20 |
| Electronic Components | 1,440,362 | 7.10 |
| Communication connector | 176,818 | 0.87 |
| Others (Note) | 2,109,471 | 10.41 |
| Total | 20,275,577 | 100.00 |
Note: Others include raw materials, mold sales and mold maintenance income, etc.
4.1.1.3 The current product/service offerings of the company include:
(1) Production of various optoelectronic products, high-brightness LEDs, and analog/digital semiconductor wire bonding frames.
(2) Manufacturing of thermal substrates for semiconductor packaging.
(3) CPU chip connector.
(4) High-frequency coaxial connectors and electromagnetic wave shielding covers.
(5) Production of liquid cooling heatsink (water cooling) series.
(6) Various precision stamping products.
(7) Precision metal-embedded injection molded products.
(8) Pre-molded wire bonding frames using thermosetting epoxy resins.
4.1.1.4 The planned development of new products/services includes:
(1) Cold forging heat-conductive cap-type and two-piece heat spreaders.
(2) Heat spreader substrates for Insulated Gate Bipolar Transistors.
(3) Superconductive thermal uniform plates (vacuum chamber heat spreader cooling technology).
(4) Development and manufacturing of thermal interface materials.
(5) Intelligent embedded digital driver LEDs.
(6) Various microwave high-frequency connectors.
(7) Various types of liquid cooling heat sinks.
4.1.2 Industry Overview
4.1.2.1 Market situation and future outlook
(1) Thermal Heat Spreader
A Thermal Heat Spreader is one of the most fundamental thermal management components. It is typically made of high thermal conductivity metals such as copper or aluminum. In general, a Thermal Heat Spreader or heat sink is installed on electronic components to dissipate heat generated by electronic devices or chips by utilizing the material's thermal conductivity, thereby transferring and spreading heat away. It is considered a direct material for CPUs or GPUs.
Its applications are extensive, covering electronic components in the electronics and information industries, as well as semiconductor and optoelectronic device industries. Downstream applications further extend to consumer electronics and automotive electronics industries. Currently, the market focus is primarily on thermal management opportunities in communications, servers, and automotive semiconductors. In the future, with the widespread adoption of the Internet of Things, automotive applications, big data, and artificial intelligence, the demand for thermal solutions in cloud data centers and high-speed mobile intelligent devices will become even more significant.
As the performance requirements of consumer electronics continue to increase, chip computing capabilities keep advancing. Integrated circuit manufacturing technologies and single-chip functionalities are continuously improving. High-power, small-form-factor electronic and computing components have become the prevailing trend in circuit design and manufacturing. However, excessive heat generation negatively affects chip lifespan, reliability, and stability. The most direct impact of rising temperature is reduced computing performance, slower data processing speed, shortened lifespan due to high temperature, and potential chip failure caused by overheating. Therefore, in order to improve the stability and lifespan of electronic components, ensuring product quality stability and developing effective thermal design solutions to address high heat dissipation challenges have become increasingly important issues in the electronics manufacturing industry.
- 101 -
The Company's Thermal Heat Spreader products for high-performance computing and artificial intelligence applications are primarily used in cloud servers and large-scale data centers. With the continuous advancement of digital transformation and the gradual maturity of 5G technology, global data transmission and computing demands continue to rise, driving steady growth in the data center and server markets.
In recent years, the rapid development of generative AI technologies has significantly increased demand for AI computing power, further driving growth in AI server shipments and promoting the overall thermal module industry toward higher performance and higher specifications, resulting in increased product unit prices.
According to industry analysis by market research firm TrendForce, the AI server market continues to expand and is expected to maintain strong growth momentum in the coming years. As AI applications become more widespread, the share of AI servers in the overall server market is expected to gradually increase, further driving the growth of total server market value.
In addition, as chip computing performance continues to improve, thermal design power also increases accordingly, making thermal management solutions increasingly important. Driven by energy efficiency and ESG trends, high-efficiency cooling technologies have become critical for data centers and high-performance computing systems. The Company's Thermal Heat Spreader products feature excellent thermal conductivity and heat dissipation performance, effectively meeting the cooling requirements of high-power applications such as data centers, supercomputers, and big data computing.
In addition, electric vehicles and hybrid electric vehicles have become the main trend in automotive development. The Group, in collaboration with international semiconductor manufacturers, has developed an electric vehicle inverter IGBT (Insulated Gate Bipolar Transistor) thermal module, officially marking the Group's entry into the EV and HEV markets.
IGBT is a semiconductor component primarily used for the output control of AC electric motors in electric vehicles, railway locomotives, and multiple-unit trains. The IGBT module is a critical automotive component, mainly serving as a DC-to-AC power converter. During operation, it generates significant heat that affects performance. Due to the thermal challenges of high-power chip modules, the mainstream solution in current designs is a liquid cooling baseplate.
By utilizing high thermal conductivity metal materials combined with metal processing techniques and surface treatment technologies, liquid cooling methods can be used to maintain chip temperatures within acceptable ranges. The thermal flow design of liquid cooling baseplates must effectively dissipate heat generated by the chips, while also considering manufacturing cost and mass production feasibility.
Driven by the trends of electrification and intelligent vehicle development, the global automotive components industry is gradually shifting from traditional
- 102 -
scale-driven growth toward a structural transformation oriented toward product technology and added value. With governments worldwide accelerating EV policies and the increasing adoption of automotive electronics, overall market demand has gradually recovered and surpassed pre-pandemic levels, demonstrating stable growth momentum.
According to market analysis by the Industrial Technology Research Institute's Industrial Economics and Knowledge Center and various international research institutions, the global automotive components market reached approximately USD 1.8 trillion in 2025 and is expected to continue steady growth from 2026 onward. This growth is primarily driven by increased vehicle sales in emerging markets and rising demand in mature markets for high value-added EV-related components.
In the long term, with increasing EV penetration and continuous upgrades in automotive electronic systems, the global automotive components market is expected to maintain a stable growth trend. Based on projections from multiple research institutions, the overall market size is expected to continue expanding through 2030, demonstrating a steady medium- to long-term growth trajectory.
(2) Thermal Module
With the continuous expansion of electric vehicles, artificial intelligence computing, cloud data centers, and high-performance computing applications, demand for thermal management technologies in high-power electronic systems has increased significantly. Thermal management has evolved from a traditional auxiliary function into a critical factor affecting system performance and reliability. Thermal spreading and liquid cooling technologies, with their high-efficiency heat conduction and heat exchange capabilities, have become core solutions for high power-density applications.
In the automotive sector, with the advancement of electrification and intelligent vehicle technologies, power modules, inverters, and onboard charging systems are evolving toward higher power density, miniaturization, and greater integration, continuously increasing requirements for thermal management performance. At the same time, automotive power semiconductors are gradually transitioning from traditional silicon-based materials to wide-bandgap materials such as silicon carbide and gallium nitride. These next-generation devices feature higher switching frequencies and heat flux densities, placing more stringent requirements on thermal efficiency, temperature uniformity, and long-term reliability. Liquid cooling cold plates and thermal spreading structures have become key technologies influencing system lifespan, energy efficiency, and safety, and are also major focus areas for automakers and Tier 1 suppliers.
In the data center and AI computing sector, driven by the rapid growth of generative AI and high-performance computing demand, investment in AI infrastructure continues to expand. According to market observations from international research institutions, global capital expenditures related to AI have shown significant growth in recent years and are expected to maintain strong
- 103 -
momentum in the coming years. Among these, high-power GPU servers are the primary growth driver, with power consumption of high-end chips reaching kilowatt-levels or higher, significantly increasing demand for advanced thermal solutions. Compared with traditional air-cooling systems, liquid cooling offers higher thermal efficiency and energy-saving advantages and is gradually becoming the mainstream solution for data centers and high-power computing equipment.
Comprehensive industry research indicates that the global liquid cooling and thermal management market will continue to expand. The data center liquid cooling segment is expected to maintain double-digit growth, while automotive power electronics thermal management is also a high-growth application area. With the expansion of cross-industry applications, liquid cooling technology is extending from data centers to automotive electronics and industrial power systems, creating diversified growth momentum.
In terms of technological development trends, thermal structure design is evolving from traditional channel-based configurations toward high-performance pin-fin, microchannel, and hybrid turbulence structures to enhance heat exchange efficiency per unit volume while maintaining system pressure drop control. At the same time, designs are increasingly moving toward module integration, combining thermal conduction, mechanical structure, and cooling functions to reduce component count and improve system reliability. Future thermal technologies will place greater emphasis on thermal-fluid coupled simulation, material compatibility, and mass production consistency management to meet the requirements of high-reliability applications such as automotive and data centers.
The Company has long been committed to high-precision metal processing and thermal manufacturing technologies, continuously developing high-efficiency liquid cooling cold plates, thermal spreading structures, and integrated thermal modules. Through a co-design approach with customers, the Company enhances product competitiveness in thermal performance, structural strength, and manufacturing stability. In response to industry upgrading driven by EV and AI applications, the Company will continue to enhance its manufacturing capabilities and automation level, develop platform-based thermal management products across application domains, capture long-term growth opportunities in high-power electronics cooling, and support sustainable business growth.
(3) Semiconductor Lead Frame
A Semiconductor Lead Frame is a key product in the packaging materials market for the integrated circuit and LED industries. Based on chip application functions, lead frames can be categorized into those used for discrete (single) devices and those used for integrated circuit devices. According to different chip applications, they can further be classified into IC Lead Frames, LED Lead Frames, and Optoelectronics Lead Frames.
The primary function of a lead frame is to serve as a carrier for IC components and to transmit internal signals to external printed circuit board traces. In LED
- 104 -
applications, it enables electrical conduction between the positive and negative electrodes, allowing electrons and holes within the LED chip to recombine and generate light. It also plays a critical role in heat dissipation for LED chips, making it a key factor in LED luminous efficiency.
Lead frames are widely used in electronic and LED products, and their shipment volume is closely linked to market trends in downstream applications such as IC products, LED backlighting, lighting, automotive applications, and display panels. The Group currently focuses primarily on LED lead frame production. Materials used include plastic injection-molded PPA (polyphthalamide, a thermoplastic) and PCT, which are suitable for medium- to low-power LED packaging products. High-power LED lead frames, which offer mature technology and cost advantages, are expected to account for an increasing proportion of shipments.
With the promotion of energy-saving and carbon reduction policies and continuous advancements in lighting technology, the global LED lighting market has maintained steady growth. According to market analysis by various international research institutions, the global LED lighting market reached approximately USD 96 billion in 2025 and is expected to continue expanding in the coming years, potentially approaching USD 200 billion by 2035.
Overall, the LED lighting market is expected to maintain a mid-to-high single-digit compound annual growth rate during the forecast period, indicating sustained industry growth momentum. In the short term, the market size is projected to further increase to over USD 100 billion by 2026, driven mainly by stricter energy-saving regulations, replacement demand for traditional lighting, and continued penetration of smart lighting applications.
(4) Server Chip Connector (Socket) and Mechanical Components (ILM)
A Socket is an electrical interface between a central processing unit or graphics processing unit and the motherboard. It is primarily used to provide signal transmission, power delivery, and grounding paths, while ensuring stable contact between the processor and the motherboard.
As high-end server platforms continue to evolve toward higher computing density and faster data transmission, socket designs are increasingly moving toward higher pin counts, higher current-carrying capacity, and improved signal integrity control. This places higher demands on manufacturing precision and product design capabilities. Due to the requirements for long-term stable operation and high reliability, as well as high R&D and manufacturing barriers, the high-end socket market is characterized by a certain degree of technological concentration.
The ILM is a mechanical system used to secure and apply pressure to the processor. Its function is to provide appropriate and uniform force to maintain stable contact between the processor and the socket, while reducing motherboard deformation or structural damage caused by stress concentration. The ILM structure typically consists of a load plate, lever mechanism, support frame, and backplate. Its design must balance force control, structural strength, and long-term
- 105 -
operational reliability. As processor power consumption increases and thermal dissipation requirements rise, the design interdependency between ILM and cooling systems has become increasingly important, making it a critical component of overall platform design.
In terms of applications, with the continued development of cloud computing, artificial intelligence, big data, and high-speed communications, server platform performance and power consumption levels continue to increase, driving corresponding changes in the design requirements of electrical interconnect and mechanical retention systems. According to publicly available market research data, AI servers are gradually increasing their share of the overall server market and have become a key driver of high-performance platform development.
As processor core counts increase and computing density rises, socket and ILM products must be designed and optimized in terms of pin configuration, current-carrying capability, and structural strength in accordance with platform specifications, with differentiated designs for various application scenarios such as general computing and AI-related workloads. In addition, certain high-computing-power requirements are gradually extending into automotive electronics and edge computing applications, placing additional demands on product stability and reliability.
Sockets and ILMs are critical components highly integrated with processor platforms. Their development and adoption cycles are closely aligned with processor generation upgrades, requiring design, testing, and validation in accordance with platform specifications. These products must meet stringent technical requirements in electrical transmission stability, contact precision, coplanarity control, and mechanical strength, and must pass reliability tests including thermal cycling, mechanical stress, and long-duration operation. During mass production, manufacturing stability, quality consistency, and system assembly compatibility are key considerations. Overall, the design and supply of sockets and ILMs must continuously evolve and be optimized in line with changes in processor platform specifications and market application requirements.
4.1.2.2 Interconnectivity among the upstream, midstream, and downstream sectors of the industry.
(1) Thermal Heat Spreader

With the rapid development of the telecommunications, information technology, semiconductor, and optoelectronics industries, electronic products have been
evolving towards high performance, high frequency, high-speed, and lightweight designs. Electronic products are also transitioning towards sub-micron technology, resulting in chips with smaller spatial dimensions. However, the heat dissipation per unit volume needs to increase exponentially, leading to higher heat generation densities in electronic components. Therefore, thermal management in electronic products has become a critical factor for ensuring product stability among industry players.
One common method of thermal dissipation is the direct attachment of a thermally conductive interface material on the chip surface, known as chip-on-chip packaging. Alternatively, the heat generated internally in the chip can be uniformly transferred to a physical heat spreader, which can then dissipate the heat to the surrounding environment using an external heat sink. Physical heat spreaders are the primary products produced and sold by our company.

HEV and Hybrid vehicles, also known as Oil-Electric Hybrid vehicles, are two major trends in the current development of Green Cars. These trends are driving the development of power modules towards higher power, higher speed, and higher density.
In addition to the packaging materials, the overall thermal management of power modules relies on the design of metallic or ceramic heat dissipation structures. This is crucial for achieving efficient heat dissipation and ensuring the proper functioning of the power modules.
(2) Thermal Module

In terms of product applications, thermal modules are primarily based on high thermal conductivity metal materials (such as copper and copper alloys). By optimizing flow channel design and heat exchange structures, overall heat dissipation efficiency is enhanced. In addition to providing standardized thermal solutions, the Company also offers customized designs based on customer requirements, along with system integration and assembly services (such as
ODM/OEM models). These solutions are widely applied in electric vehicles, as well as servers and data centers for high-power computing equipment, serving as key thermal management solutions.
The Company occupies a critical midstream position in the industry value chain. Through long-term partnerships with upstream material suppliers and downstream system customers, it continuously optimizes product design and manufacturing capabilities, enhances quality stability and supply efficiency, and strengthens its overall competitive advantage while capturing growth opportunities in the high-performance thermal management market.
(3) Semiconductor Lead Frame
The lead frame is primarily made of copper alloy or nickel-iron alloy, which is formed through stamping and then undergoes electroplating treatment. The upstream, midstream, and downstream structure of the lead frame system is illustrated in the diagram below:

The Company plays the role of a lead frame supplier in the LED industry supply chain. The lead frame, also known as leadframe, frame, or support, is one of the three major raw materials in the packaging industry, along with wire and encapsulation resin. The lead frame can be classified into three types based on its assembly field: integrated circuit lead frames, LED lead frames, and transistor lead frames. Each of these lead frames serves as a medium for connecting the chip, LED, or transistor to the printed circuit board traces, fulfilling their respective functions in the packaging process.
(4) Server Chip Connector (Socket) and Mechanical Components (ILM)

Sockets and ILMs are critical components of processor platforms. The upstream supply chain mainly consists of metal material suppliers and precision machining material providers. The midstream segment comprises manufacturers of electrical interconnect and mechanical retention systems. The downstream includes motherboard manufacturers and server system integrators.
The products are ultimately applied in data center servers, artificial intelligence computing equipment, as well as certain automotive and edge computing platforms. The development and mass production of these products must be carried out in coordination with processor platform specifications and system integration validation processes.
5.1.2.3 Various product development trends:
(1) Heat Spreader
Heat spreaders are fundamental in thermal management in electronic design. In cases where natural convection is insufficient for timely heat dissipation, and forced convection using fans is not yet necessary, heat spreaders are widely used as a solution.
With the advancement of performance and miniaturization processes, the number of transistors in relation to the chip area has increased. This complexity in circuit design does not always result in a 100% improvement in performance. As a result, a significant portion of electrical energy is converted into thermal energy. Additionally, as process miniaturization progresses, leakage power consumption increases, leading to higher power requirements and waste heat generation within the same unit area. Furthermore, with the trend towards compact desktop computers and all-in-one functionality, future mini PCs will need to handle multiple tasks such as information processing and multimedia performance simultaneously. Therefore, effective heat dissipation becomes crucial, making heat spreaders an indispensable solution for efficient thermal management.
Major thermal solution providers are actively exploring new market applications, including gaming consoles, communication devices, servers, automotive electronics, home electronics, and smartphones. The emerging trends of cloud services and the Internet of Things (IoT) in the market contribute to the increasing demand for servers and data centers. As a result, the need for effective heat dissipation in central processing units (CPUs) and connectors becomes more prominent and represents a promising area for further exploration.
(2) Thermal Module
With the continuous increase in high power-density applications, the focus of thermal technology development is gradually shifting from traditional designs toward an optimized balance between high thermal efficiency and low energy consumption. In terms of structural design, thermal components have evolved from conventional straight-through flow channels to high-efficiency heat exchange structures such as pin-fin, microchannel, and hybrid turbulence designs. These improvements enhance heat dissipation capability per unit volume and optimize overall thermal distribution performance. At the same time, product design is
- 109 -
moving toward module integration and lightweight structures, integrating thermal components with structural parts, conductive elements, and sealing systems to reduce component count while improving assembly efficiency and system stability.
In terms of reliability and quality management, as automotive and high-performance computing applications increasingly require long-term continuous operation, product design places greater emphasis on material compatibility, process consistency, and thermal cycling stability. Automated inspection systems and data-driven management mechanisms are also adopted to strengthen quality control capabilities. In addition, under the trends of energy saving and carbon reduction as well as sustainable development, high-efficiency thermal technologies help improve energy efficiency and reduce overall power consumption, making them a key development direction for data centers and automotive electronic systems.
With the continuous expansion of artificial intelligence applications, demand for high-power computing equipment is growing rapidly, significantly increasing thermal efficiency requirements in data centers. Market observations indicate that the penetration rate of liquid cooling technologies in AI servers and data centers continues to rise, gradually shifting from a supplementary cooling solution to one of the mainstream architectures. Compared with traditional air-cooling methods, liquid cooling systems offer higher heat exchange efficiency and better energy utilization, and also help optimize data center energy efficiency metrics (such as PUE), leading to continuous investment and adoption by major industry players.
In terms of technological development direction, liquid cooling solutions are continuously optimizing cold plate structures and are also evolving toward diversified approaches, including immersion cooling and other emerging liquid cooling technologies, to meet different application scenarios. Overall, thermal management technology is demonstrating a trend toward cross-application integration and system-level development.
The Company continues to invest in the development of high-efficiency thermal structures and liquid cooling modules. Through co-design collaboration with customers, it enhances product competitiveness in thermal performance, system integration, and reliability. At the same time, by implementing manufacturing automation and data-driven quality management, the Company strengthens production stability and quality consistency, aiming to capture long-term growth opportunities in the automotive electronics and high-performance computing thermal management markets.
(3) Semiconductor Lead Frame
Due to the rising awareness of green environmental practices and the persistent high prices of energy sources such as petroleum, the application of LED technology has rapidly expanded. LED stands out for its energy efficiency and low power consumption, driving its increasing adoption in various fields. Among various types of wire frames, the demand for SMD LED wire frames is particularly strong and holds future growth potential. Our company is a supplier of SMD LED
- 110 -
wire frames in the LED industry, offering technically mature and cost-effective high-power LED wire frame products.
Currently, SMD LED is primarily used in low to medium power applications, such as backlighting for mobile phones, digital cameras, electronic digital photo frames, and automotive interior and exterior lighting. Our LED wire frame products have a competitive advantage in the automotive market due to their stability and reliability. The proportion of LED wire frames used in automotive applications continues to increase. While the automotive industry has high entry barriers and requires a verification period of at least three years, the prices of LED wire frames in this market are relatively stable, with a lower replacement rate.
(4) Server Chip Connectors (Sockets) and Mechanical Components (ILMs)
As cloud computing and artificial intelligence applications continue to advance, demand for high-performance servers is steadily increasing, driving the evolution of key component technologies. According to publicly available market research, AI servers are gradually increasing their share of the overall server market and have become a major driver of high-performance computing platform development. Under this trend, processors are moving toward multi-core architectures and higher computing density, accompanied by rising power consumption levels, which require continuous adaptation in the design of electrical interconnect and mechanical retention systems across platform generations. Socket products are evolving toward higher pin counts, greater current-carrying capability, and improved signal integrity to support high-bandwidth data transmission and high-current requirements.
With the expansion of processor package sizes and increasing power consumption, the ILM structure also requires enhanced force control and mechanical strength to ensure stable contact between the processor and the socket, while reducing the risk of motherboard deformation caused by stress concentration. In addition to meeting electrical transmission and mechanical strength requirements, these products must pass reliability testing such as thermal cycling, vibration, and long-duration operation to comply with the operating conditions of continuously high-load data center environments.
Furthermore, in high-power computing environments, increasing processor thermal design power places higher demands on overall cooling system performance. The design of sockets and ILMs must be integrated with heat spreaders and other thermal modules to ensure stable electrical and thermal performance under high-load operation. Overall, thermal management, electrical interconnection, and mechanical retention together form the foundational elements of high-performance server platforms.
In summary, the technological development of Socket and ILM products is closely linked to processor platform evolution. As AI training and inference applications continue to expand, product designs will be adjusted and optimized according to different application scenarios and system architectures to meet the integrated requirements of electrical performance, mechanical structure, and thermal management in data centers and various high-performance computing systems.
- 111 -
5.1.2.4 The competitive landscape of our company, both domestically and internationally, is as follows:
(1) Heat Spreader
| Company Name | Primary Business Activities | Main Competitive Areas | Note |
|---|---|---|---|
| Honeywell Electronic Materials | Various semiconductor components and thermal interface materials. | Heat Spreader | Publicly traded company in the United States (NYSE:HON) |
| Fujikura | Metal components for electronics, communication, and thermal applications, as well as optical components. | Heat Spreader | Publicly traded company in Japan (5803:JP) |
| Shinko | Metal stamping products. | Heat Spreader | Publicly traded company in Japan (6967:JP) |
(2) Thermal Module
| Company Name | Primary Business Activities | Main Competitive Areas | Note |
|---|---|---|---|
| Dana | Automotive Thermal Module | Automotive Thermal Products | Publicly traded company in the United States (NYSE:DAN) |
| Huangshan Googe Co., Ltd. | Automotive Thermal and Thermal Management-Related Products | Automotive Thermal Products | Publicly traded company in China 301581 (SZ) |
| Amulaire Thermal Technology, Inc. | Automotive Thermal Management Systems and Cooling Modules | Automotive Thermal Products | Publicly traded company (2241) |
| Asia Vital Components Co., Ltd. | 3C Electronic Products | Liquid Cooling Thermal Module | Publicly traded company (3017) |
| Auras Technology Co., Ltd. | Thermal Module | Liquid Cooling Thermal Module | Publicly traded company (3324) |
| Cooler Master Co., Ltd. | Thermal Systems, Gaming Chassis | Liquid Cooling Thermal Module | Private company |
(3) Semiconductor Lead Frame
| Company Name | Primary Business Activities | Main Competitive Areas | Note |
|---|---|---|---|
| SDI Corp. | Semiconductor lead frame | SMD LED | |
| Semiconductor lead frame, | |||
| Transistor lead | Publicly traded company (2351) |
- 113 -
| frames. | |||
|---|---|---|---|
| I-Chiun | Stamped precision metal components, optoelectronic lead frames | SMD LED Semiconductor lead frame | Publicly traded company (2486) |
| Chang Wah Electromaterials Inc. | LED Semiconductor lead frame | LED Semiconductor lead frame, EMC | Publicly traded company (8070) |
(4) Server Chip Connector (Socket) and Mechanical Components (ILM)
| Company Name | Primary Business Activities | Main Competitive Areas | Note |
|---|---|---|---|
| LOTES CO., LTD. | Server Socket and Mechanical Components | High-End LGA Socket and ILM | Publicly traded company (3533) |
| Foxconn Interconnect Technology (FIT) | Connectors and Server Components | Server Socket and ILM | Publicly traded company in Hong Kong (HKEX:6088) |
| TE Connectivity | Electronic Connectors and Advanced Computing Interconnect Solutions | CPU/GPU Socket and ILM | Publicly traded company in the United States (NYSE:TEL) |
| Amphenol ICC | High-Speed Connectors and Server Interconnect Solutions | High-Pin-Count Server Socket | Publicly traded company in the United States (NYSE:APH) |
4.1.3 Technology and R&D Overview
4.1.3.1 The technical level and research and development of our business operations
The Company's R&D team has established development process procedures according to product characteristics and appropriately adjusts operational standards in response to customer requirements, in order to provide products with stable quality and strong competitiveness and to strive to become customers' preferred supplier.
Thanks to the continuous efforts of the R&D team, the Company has obtained multiple patents, and several additional applications are currently under review. A summary is provided as follows:
| No. | Case Title | Country of Application | Patent No. | Patent Term |
|---|---|---|---|---|
| 1 | Insulated Metal Substrate and Manufacturing Method Thereof | China | ZL 2019 1 1293237.2 | 2022.7.1~2039.12.11 |
| 2 | Insulated Metal Substrate and Manufacturing Method Thereof | Japan | 7300382 | 2023.6.21~2039.12.23 |
| No. | Case Title | Country of Application | Patent No. | Patent Term |
|---|---|---|---|---|
| 3 | Insulated Metal Substrate and Manufacturing Method Thereof | United States | 11388823 | 2022.7.12~2040.10.20 |
| 4 | Pre-formed Substrate and Manufacturing Method Thereof | Taiwan | I751394 | 2022.1.1~2038.12.19 |
| 5 | Heat Sink | Taiwan | I730499 | 2021.6.11~2039.11.11 |
| 6 | Composite Structure Thermal Heat Spreader and Manufacturing Method Thereof | United States | 11404344 | 2022.8.2~2040.9.20 |
| 7 | Light-Emitting Diode (LED) Module and Manufacturing Method Thereof | Taiwan | I728816 | 2021.5.21~2040.5.20 |
| 8 | Light-Emitting Diode (LED) Module and Manufacturing Method Thereof | United States | 11705547 | 2023.7.18~2041.3.14 |
| 9 | Packaging Box and Packaging Method for Thermal Heat Spreader | Taiwan | I740643 | 2021.9.21~2040.9.10 |
| 10 | Packaging Box and Packaging Method for Thermal Heat Spreader | United States | 11834225 | 2023.12.5~2041.6.6 |
| 11 | Lead Frame Structure and Manufacturing Method Thereof | Taiwan | I765569 | 2022.5.21~2041.2.7 |
| 12 | Lead Frame Structure and Manufacturing Method Thereof | China | ZL 2021 2 0369876.9 | 2021.9.17~2031.2.7 |
| 13 | Lead Frame Structure and Manufacturing Method Thereof | Japan | 7220738 | 2023.2.2~2041.5.9 |
| 14 | Chip Thermal Spreader and Manufacturing Method Thereof | Taiwan | I820525 | 2023.11.1~2041.11.25 |
| 15 | Thermal Spreader and Manufacturing Method Thereof | Taiwan | I770901 | 2022.7.11~2041.3.24 |
| 16 | Heat Sink | Taiwan | M638519 | 2023.3.11~2032.9.21 |
4.1.3.2 R&D expenses invested in the most recent year and up to the publication date of the annual report
Unit: NT$1,000
| Item\Year | 2024 | 2025 |
|---|---|---|
| R&D expenses | 597,519 | 739,821 |
| Operating revenue | 14,278,187 | 20,275,577 |
| Ratio of R&D expenses to Operating revenue (%) | 4.18 | 3.65 |
4.1.3.3 Technologies or products successfully developed in the most recent fiscal year up to the date of printing the annual report.
| Year | Technologies or products successfully developed |
|---|---|
| 2025 | AI Server Thermal Module |
4.1.4 Long-term and Short-term Business Development Plans
4.1.4.1 Short-term Business Development Plan
The principles of our short-term business development plan are based on product characteristics and development direction, with a focus on handling customer product projects. In order to avoid technology leakage and integrate professional expertise, Taiwan is set as the main development base to maintain the development and quality of new products. The following are the details of our short-term plans:
(1) Product Customization
We provide professional customization services, designing and developing exclusive molds according to customer requirements. We also stay highly sensitive to the evolution of end products, continuously enhancing our capabilities to keep up with the rapidly changing technological advancements and operational needs. Through modular production, we aim to shorten the development cycle and improve quality and material preparation accuracy in mass production, ultimately achieving cost advantages.
(2) High-Efficiency Output and Stable Service Quality
In response to the continuous emergence of new end products and the rapid increase in demand, we are continuously introducing automated production processes. By reducing human errors and implementing modular production, we can effectively improve production efficiency and quality, meeting both current and future customer expectations.
(3) Global Sales and Product Diversification
In addition to maintaining close relationships with existing customers to understand market changes, we actively propose new solutions to customers through ongoing technology development. Through technical exchanges, we indirectly grasp customer product bottlenecks and potential markets, optimizing existing processes and combining new development technologies to form a flexible and diversified portfolio of modular products, actively rooting in target markets.
- 115 -
4.1.4.2 Long-term Business Development Plan
The outline of our long-term business development plan is as follows:
(1) Active development and application of new style patents to increase product added value.
(2) Emphasizing sustainable operations and aiming to establish long-term relationships while gaining the trust of new customers.
A. Generating Direct Transactions
Providing customers with relevant product information and technical services in the most direct and efficient manner.
B. Achieving Repeat Transactions
Aiming for sustainable operations, increasing customer trust and willingness to engage in repeat cooperation through repeated transactions and relationship maintenance.
C. Establishing Cooperative Partnerships
Expanding market segments and strengthening customer relationships by establishing strategic alliances, jointly addressing weaknesses, and enhancing strengths to improve the overall competitiveness of both parties.
(3) Vertical Integration and Providing Comprehensive Customer Services
With complete production technology capabilities and quality systems, we aim to enhance automation equipment ratios through vertical integration, ultimately improving production efficiency and optimizing quality to meet customer demands. We have the ability to propose research and design solutions to customers, satisfying their needs from development to mass production.
(4) Financial Support
Maintaining a solid financial foundation is our business objective. We utilize diversified funding channels to establish the most suitable capital structure to support our daily operations and continuous growth in scale and revenue.
4.2 Marketing & Sales Situation
4.2.1 Market Analysis
4.2.1.1 Sales Regions for Company's Main Products
The sales of our company's products are primarily focused on information technology and electronic manufacturers in Asia, the United States, and Europe. Currently, the majority of our customers are internationally renowned companies and well-known brands.
- 116 -
Unit: NT$1,000
| Year Regions | 2024 | 2025 | ||
|---|---|---|---|---|
| Operating Revenue | % | Operating Revenue | % | |
| Domestic Sales | 2,573,194 | 18.02 | 4,469,261 | 22.04 |
| Export Sales | 11,704,993 | 81.98 | 15,806,316 | 77.96 |
| Total | 14,278,187 | 100.00 | 20,275,577 | 100.00 |
4.2.1.2 Market Share
The Company's main products include Thermal Heat Spreaders, thermal modules, lead frames, and key components for server applications such as sockets and ILMs. These products are widely applied across packaging industries, automotive electronics, artificial intelligence servers, and high-performance computing fields.
For Thermal Heat Spreader products, the Company provides vertically integrated manufacturing capabilities ranging from mold development and stamping processes to electroplating treatment, thereby enhancing product quality and production efficiency. Thermal module products focus on automotive and high-power computing applications, and as demand for electric vehicles and data centers continues to grow, the Company is gradually expanding its shipment scale and application coverage. Lead frame products are primarily used in LED-related applications, including consumer electronics, automotive lighting, and other lighting applications. Socket and ILM products are critical components for electrical interconnection and mechanical retention in high-end server platforms, requiring design, development, and validation in accordance with processor platform specifications to ensure system stability.
Overall, the Company's products are highly related to application platforms or end systems. Market demand is typically influenced by industry development, technological advancement, and customer project implementation timelines, resulting in a certain degree of fluctuation. Many of the relevant industries are niche markets or emerging technology sectors, and publicly available data on single-product or single-company market share is limited or fragmented. As the Company continues to deepen customer partnerships and invest in the development and mass production capabilities of high-performance products, its business scale across product segments is gradually expanding; however, actual growth remains subject to overall market demand and industry competition conditions.
4.2.1.3 Market Future Supply and Demand Situation and Growth Prospects
(1) Heat Spreader
With technological development trends moving toward intelligent applications and sustainable development, demand in areas such as artificial intelligence, green energy, an aging society, and human-machine interaction continues to rise. This drives the diversification and performance upgrades of electronic products and computing devices. Against this backdrop, processor computing power and data processing speed continue to increase, while advanced packaging technologies are also evolving toward higher integration and higher density. As a result, requirements for thermal management technologies are simultaneously rising, thereby driving increased demand for high-performance thermal spreading products.
The Company's thermal spreading products cover a wide range of electronic fields, including communication equipment, consumer electronics, and information technology products, and are gradually expanding into application markets such as AI servers, high-performance computing, automotive electronics, and mobile devices. With the development of high-power electronic systems and energy conversion equipment, related thermal dissipation demands continue to grow, creating new application opportunities for thermal spreading products.
In terms of market development, with the expansion of AI applications and increasing demand for energy transition, the importance of high-performance thermal management solutions continues to rise. The Company continuously enhances the thermal efficiency and application adaptability of its thermal spreading products through product development and technological optimization, while actively expanding into related application areas to strengthen product portfolio diversity and market presence.
In addition, through technical collaboration with customers, process optimization, and quality management systems, the Company continues to improve product quality and production efficiency. As demand for high-performance thermal management solutions continues to grow, these products are expected to become an important foundation for the Company's future business development.
(2) Thermal Module
With the continuous advancement of technology toward high-performance computing, intelligent applications, and energy conservation and carbon reduction, the complexity and power density of electronic systems are increasing simultaneously, leading to rising demands for thermal management performance. Next-generation electric vehicles, artificial intelligence computing equipment, and
- 118 -
high-power electronic systems all require high-efficiency thermal solutions to ensure stable system operation and extend product lifespan. Under this trend, demand for high-performance thermal spreading and liquid cooling technologies continues to grow.
In terms of application areas, the Company's thermal products primarily focus on automotive electronics, high-performance computing equipment, and industrial power systems, and are gradually expanding into data centers and AI-related applications. With the development of electric vehicles and high-power electronic systems, the requirements for thermal efficiency, reliability, and lifespan in inverters, power control modules, and other high-power applications continue to increase, driving technological upgrades and application expansion of related products.
Meanwhile, the continuous expansion of AI applications has driven increased demand for data centers and high-performance server deployments, thereby raising overall power consumption and thermal density in computing equipment. Liquid cooling technology, with its higher heat exchange efficiency and energy utilization benefits, is gradually being adopted in data centers and has become one of the key thermal management solutions for high-power computing environments. As AI applications deepen and related infrastructure continues to expand, demand for high-efficiency thermal solutions is expected to continue growing.
In terms of technological development, with the gradual adoption of wide-bandgap semiconductor materials such as silicon carbide and gallium nitride, thermal loads in electronic systems continue to increase, driving the need for optimized thermal structures and system designs. The Company continues to invest in the development of high-efficiency thermal spreading structures and liquid cooling modules to enhance thermal design capabilities and product consistency in response to high power-density applications.
From an operational strategy perspective, the Company continues to establish long-term partnerships with domestic and international customers while improving manufacturing capabilities and quality management standards to strengthen product competitiveness and supply stability. Building on its existing thermal technology foundation, the Company is progressively developing integrated thermal solutions and aligning with customer product development timelines for design and validation, thereby enhancing market participation and capturing industry growth opportunities.
Overall, with the continued growth of automotive electronics and AI applications driving the development of high-power electronic systems, demand for advanced
- 119 -
thermal management technologies is expected to maintain an upward trend. The Company will continue to strengthen its technological capabilities and application deployment to adapt to market changes and support sustainable business growth.
(3) Semiconductor Lead Frame
As a professional LED lead frame manufacturer, our focus is on SMD LEDs. With the increasing demand for high-brightness LED products, we combine high-precision SMD LED lead frames with our expertise in heat dissipation and our capabilities in development, design, and production to offer the most competitive and promising products in the high-brightness SMD LED lead frame market. The growth in downstream packaging manufacturers' demand, driven by the increase in production capacity for high-temperature-resistant LED products, will contribute to our sales and market presence in LED lead frames.
LED technology continues to evolve and develop. We have already gained a certain market share in niche markets such as mobile phones, automotive lighting, aviation lights, and traffic signal lights. In the general lighting market, high-brightness SMD LED products are gradually replacing traditional light sources such as incandescent bulbs, with demand for SMD LED lead frames expected to grow significantly.
With the continuous introduction of advanced foreign process technologies and the presence of foreign technical teams in our company, we have a technological advantage and efficient production capabilities compared to our competitors. This enables us to help our customers ensure stable quality and cost advantages. With the trend of consolidation in the industry, we will continue to grow in the LED lead frame field and collaborate with customers to develop applications such as ceramic substrates and epoxy resin injection products.
(4) Server Chip Connectors (Sockets) and Mechanical Components (ILMs)
With the continuous development of information technology toward cloud computing, artificial intelligence, big data analytics, and high-speed communications, the pace of enterprise digital transformation is accelerating, driving increased demand for data centers and high-performance computing platforms. Related applications continue to require higher computing power and data processing efficiency, leading to the simultaneous evolution of technical specifications for high-power processors and their key peripheral components. According to publicly available market information, AI servers are gradually increasing in importance within the overall server market and are driving demand across related supply chains.
Under this trend, processors are evolving toward multi-core architectures and
- 120 -
higher computing density, accompanied by changes in power consumption levels. As a result, the design requirements for electrical interconnect and mechanical retention systems continue to evolve with each platform generation. Socket and ILM products must meet requirements for high pin count configurations, high current-carrying capacity, and structural strength. They must be designed and validated in accordance with processor platform specifications to ensure system stability and reliability.
Socket and ILM products are highly processor-platform-related components, and their supply and demand conditions are generally associated with processor generation upgrades and server deployment scale. As AI server computing density increases, requirements for electrical connection precision and mechanical retention strength continue to rise. At the same time, high-power computing environments impose higher standards on thermal management systems, making the integrated design of electrical interconnection, mechanical retention, and thermal management increasingly important.
In addition to providing Socket and ILM products, the Company also possesses capabilities in the design and manufacturing of thermal modules, enabling integrated development and validation in accordance with customer platform specifications. This allows the Company to provide comprehensive solutions covering electrical, mechanical, and thermal management aspects. By continuously strengthening product design capabilities and manufacturing stability, the Company supports the adoption of next-generation processor platforms with customers while enhancing product quality and supply reliability.
Overall, the market demand for the Company's products is closely linked to the development of the high-end server industry and the evolution of processor platforms. The Company will continue to optimize its products and expand applications in response to market demand changes, thereby supporting sustainable business growth.
4.2.1.4 Competitive Advantage
Jentech has full control over product research and development to market marketing. The analysis of various competitive advantages is as follows:
(1) Vertical Process Integration
Jentech not only specializes in mold and stamping manufacturing but also provides related vertical processes such as surface treatment, metal embedding molding, and assembly. To ensure product quality stability, production is carried out in a clean room environment, and we offer full-process services to meet customers' one-stop shopping needs.
- 121 -
(2) Professional Development Team
We have an international technical team and experienced mold personnel who encourage the application of various new inventions and designs in our products. Through continuous research and development, our company has obtained multiple patents and continues to apply for new inventions or technologies.
(3) Largest domestic supplier of heat spreaders and a competitive professional manufacturer internationally
The major suppliers of heat spreaders in the international market are primarily concentrated in the United States and Japan. However, suppliers in the United States and Japan have relatively high production costs, while our company has gained customer favor with effective cost control and stable product quality, making us competitive in the international market.
(4) Direct contact with market-leading customers for quick access to market information and research support
Since our main customers hold market leadership positions, we can immediately receive market information and engage in research discussions with renowned international companies for support.
4.2.1.5 Favorable and unfavorable factors and corresponding strategies for future development
(1) Favorable factors
A. Globalized layout for balanced development.
B. Obtained IATF16949 certification, advantageous for the active expansion of our company's heat spreaders and LED products in the automotive market.
C. International market deployment, direct communication with major customers, and provision of services.
D. Diversification of product development to mitigate risks.
E. Continued stable growth and expanding scale to attract more talented individuals to join the team.
F. Continuous investment in research and development, equipment renewal, factory expansion, and talent cultivation for the 5-10 year planning and layout.
(2) Unfavorable factors
A. Significant fluctuations in raw material prices, making material costs difficult to control.
B. Exchange rate fluctuation risks.
C. Increasing labor costs and high personnel turnover rate in Wuxi Jentech, making recruitment more challenging.
D. Increasingly broad customer specifications and higher quality requirements, not proportional to price.
- 122 -
(3) Strategies to address challenges
A. Maintain good interactive relationships with suppliers to ensure stable supply of raw materials and communicate with customers to implement appropriate measures in response to price fluctuations, reducing risks for both parties. Additionally, our company continues to invest in research and development to reduce the use of single metal materials by utilizing various materials or composite materials for stamping, aiming to develop high-value-added products through vertical integration processes.
B. Strengthen risk management practices among financial personnel, enhance interaction with financial institutions to assess trends in exchange rates and metal raw material prices as references for risk mitigation strategies. Whenever possible, use the same currency for sales revenue to offset procurement expenditures and achieve automatic hedging against exchange rate fluctuations. In terms of sales pricing, negotiate with customers based on international market conditions, sharing risk together.
C. Continuously improve automation equipment to enhance overall process efficiency and capacity.
D. Explore alternative materials and improve technology to reduce costs.
E. Continuously strengthen the company's quality system and process improvement capabilities to increase competitiveness in response to high-quality requirements and the low-profit reality of the market environment.
F. Maintain continuous research and development of new products to create larger market niches and also focus on the business opportunities of remote office setups.
4.2.2 Important uses and manufacturing processes of the main products.
4.2.2.1 Important uses of the main products
| Item | Uses of products |
|---|---|
| Thermal Heat Spreader | It provides thermal management solutions for advanced packaging, semiconductor components, motors, and inverters. |
| Thermal Module | It is primarily applied in the thermal management of power electronics systems in electric vehicles and hybrid electric vehicles, as well as in cooling solutions for artificial intelligence servers and high-performance computing applications. |
| Lead Frame | Its function is to carry semiconductor chips. Through electrical conduction via the positive and negative terminals of the lead frame, electrons and holes within the chip recombine to generate light. The light is then enhanced through reflection from the reflective surface of the lead frame, enabling |
- 123 -
| Item | Uses of products |
|---|---|
| high-brightness output. It is an indispensable key component in LED assembly. For lead frames used in medium-power LED packaging, a combination of copper sheets and thermosetting plastics is adopted. At present, epoxy resin (EPOXY), a type of thermosetting plastic, is the primary material used. These products can be applied in automotive lighting systems. | |
| Server Chip Connectors (Sockets) and Mechanical Components (ILMs) | A Socket is an interface on the motherboard that provides electrical connection between the CPU and the PCB. The ILM is a mechanical retention component for the central processing unit. Its purpose is to ensure proper electrical contact between the CPU and the socket, as well as to maintain effective thermal contact between the CPU and the thermal module. |
| Communication Connectors | It is primarily used for connecting coaxial RF cables in radio frequency circuits of radar systems, microwave communication systems, wireless communication equipment, and electronic instruments, and also serves as a connector for cable television network cables. |
4.2.2.2 Manufacturing processes of the main products
(1) Heat Spreader: Raw materials (including aluminum, copper, stainless steel, and application-specific composite materials, etc.) $\rightarrow$ cold forging / stamping $\rightarrow$ CNC machining $\rightarrow$ metal bonding $\rightarrow$ electroplating (nickel/gold) / electroless nickel plating / blackening treatment / adhesive coating / anodizing / passivation, etc. $\rightarrow$ assembly $\rightarrow$ quality inspection $\rightarrow$ packaging $\rightarrow$ warehousing.
(2) Lead Frame: Raw material (copper) $\rightarrow$ stamping $\rightarrow$ continuous silver electroplating $\rightarrow$ forming $\rightarrow$ lead forming and singulation processing $\rightarrow$ quality inspection $\rightarrow$ packaging $\rightarrow$ warehousing. Thermoset Epoxy Pre-formed Lead Frame: Raw materials $\rightarrow$ etching $\rightarrow$ forming $\rightarrow$ electroplating $\rightarrow$ packaging $\rightarrow$ warehousing.
(3) Server Chip Connector (Socket) and Mechanical Components (ILM): Raw materials (including copper, stainless steel, steel, and machined/turned parts, forged parts, and formed parts) $\rightarrow$ stamping of main body and components $\rightarrow$ automated assembly of main body and components with in-line quality inspection $\rightarrow$ visual inspection $\rightarrow$ packaging $\rightarrow$ warehousing.
(4) Communication Connectors: Various raw materials $\rightarrow$ CNC turning / stamping / injection molding $\rightarrow$ electroplating $\rightarrow$ assembly $\rightarrow$ electrical testing $\rightarrow$ quality inspection $\rightarrow$ packaging $\rightarrow$ warehousing.
4.2.3 Supply status of main raw materials:
| Supply status of main raw | Supply sources | Supply status |
|---|---|---|
| Copper material | Taiwan, Japan, Europe, Korea | Stable |
| Silver material | Japan, Europe | Stable |
| Plastic materials | USA, Japan, Europe, Korea | Stable |
| Iron material | Taiwan, Japan | Stable |
All our main raw materials are sourced from qualified suppliers. We ensure a stable supply of high-quality materials through incoming inspections and regular assessments. To maintain market competitiveness and avoid material shortages, we maintain close contact with suppliers of similar products. We request suppliers to adhere to various policies, including environmental safety, ethics, labor standards, and green environmental quality, through the "Supplier Corporate Social Responsibility Advocacy Letter." We prohibit the delivery of metal raw materials from conflict mineral regions and products containing hazardous environmental substances.
4.2.4 The names of customers who accounted for more than 10% of total sales (or purchases) in any of the past two fiscal years, along with their sales (or purchase) amounts and percentages, are as follows:
4.2.4.1 List of major suppliers in the most recent two fiscal years
Unit: NT$1,000
| Year | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Percentage of Annual Net Purchases (%) | Relations with the Company | Name | Amount | Percentage of Annual Net Purchases (%) | Relations with the Company |
| 1 | CompanyA | 712,444 | 11.82 | None | CompanyA | 2,158,100 | 24.93 | None |
| 2 | CompanyB | 959,911 | 15.92 | None | CompanyB | 509,735 | 5.89 | None |
| Others | 4,356,150 | 72.26 | - | Others | 5,989,288 | 69.18 | - | |
| Total | 6,028,505 | 100.00 | - | Total | 8,657,123 | 100.00 | - |
Explanation of Changes in Increase/Decrease:
The Company's purchase items mainly include metal materials such as copper, aluminum, and iron, chemical materials used in electroplating processes, and communication products. In the past two years, except for purchases from Company A and Company B, which each accounted for more than 10% of total purchases, purchases from any other single supplier did not exceed 10% of the annual total. The procurement sources remain relatively diversified.
4.2.4.2 Information on Major Customers in the Most Recent Two Years
Unit: NT$1,000
| Year | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Item | Customer | Net revenue | Percentage of Annual Net Sales (%) | Relations with the Company | Customer | Net revenue | Percentage of Annual Net Sales (%) | Relations with the Company |
| 1 | ClientA | 1,359,995 | 9.52 | None | ClientA | 4,627,203 | 22.82 | None |
| 2 | ClientB | 2,372,712 | 16.62 | None | ClientB | 2,749,930 | 13.56 | None |
| Other | 10,545,480 | 73.86 | - | Other | 12,898,444 | 63.62 | - | |
| Total | 14,278,187 | 100.00 | - | Total | 20,275,577 | 100.00 | - |
Explanation of Changes in Increase/Decrease:
The Company's products are primarily exported, with Asia and North America being the main sales regions. In the most recent two years, major customers were all located in Asia and North America, with no significant changes.
4.3 Employees' average years in service, age, and educational background distribution
| Item | 2024 | 2025 | As of March 31, 2026 | |
|---|---|---|---|---|
| Number of Employees | Management staff | 246 | 330 | 334 |
| General staff | 932 | 895 | 920 | |
| Production line workers | 2,161 | 2,128 | 2,161 | |
| Total | 3,339 | 3,353 | 3,415 | |
| Average Age | 36.56 | 36.94 | 37.00 | |
| Average Years of Service | 5.60 | 5.64 | 5.70 | |
| Education (%) | PhD | 0.06 | 0.06 | 0.06 |
| Masters | 3.06 | 3.88 | 4.16 | |
| Bachelor's Degree | 27.62 | 32.93 | 32.45 | |
| Senior High School | 56.66 | 49.00 | 48.99 | |
| Below Senior High | 12.60 | 14.14 | 14.35 | |
| Total | 100.00 | 100.00 | 100.00 |
4.4 Data on our environmental protection expense
In the most recent fiscal year and up to the date of printing this annual report, the company has incurred losses due to environmental pollution. These losses include compensation payments and penalties resulting from violations of environmental regulations. The report should provide details such as the date and reference number of the penalties, the specific provisions violated, the nature of the violations, and the content of the penalties imposed. Furthermore, the report should disclose the estimated amounts of current and future potential losses and outline the corresponding measures taken. If it is not possible to reasonably estimate the losses, the report should explain the circumstances that prevent a reasonable estimation: In fiscal year 2025 and up to the date of publication of this annual report, there have been no violations of environmental protection regulations resulting in penalties imposed by the competent authorities.
4.5 Labor Relations
4.5.1 List any employee benefits plans, continuing education, training, retirement systems, and the status of their implementation as well as labor-management agreements, and measures for preserving employee rights and interests:
4.5.1.1 Implementation of employee benefits plans
In addition to complying with the Labor Standards Act and related regulations, the company regularly conducts employee health check-ups and has established a Welfare Committee to plan and manage the financial aspects of employee welfare throughout the year. The following are some of the other employee welfare measures provided by the company:
(1) Retirement benefits are handled in accordance with the law.
(2) All employees are covered by labor insurance and health insurance, and the company also provides group insurance.
(3) Monthly birthday gifts are given to employees.
(4) Annual employee trips are organized.
(5) Employees are entitled to welfare allowances for occasions such as marriage, bereavement, celebrations, and festivals, in addition to the statutory leave provided by the Labor Standards Act.
(6) Employees receive holiday bonuses during festive occasions such as the Lunar New Year, Labor Day, Dragon Boat Festival, and Mid-Autumn Festival, and lucky draws are held during the year-end banquet.
(7) Employees are entitled to statutory paid leave.
(8) Overtime pay is provided in accordance with the law.
(9) Employee profit-sharing is implemented to allow employees to share in the company's success.
(10) Depending on the employee's job level, accident insurance ranging from NT$800,000 to NT$4,000,000 is provided, giving employees an extra layer of protection.
4.5.1.2 Continuous education, training and development
To enhance employees' professional skills, improve work efficiency, and emphasize product quality, the company develops an annual education and training plan based on departmental managers' input, company operational goals, and employee job requirements. In addition to implementing the annual education and training plan for employees' professional development, the company also organizes periodic management and specialized training courses. When necessary, employees are sent to attend external courses and training programs conducted by external organizations to strengthen the professional capabilities of employees in various departments.
4.5.1.3 Implementation of the retirement system
The company has established a retirement scheme for employees in accordance with the provisions of the Labor Standards Act. Each month, a certain percentage of the total salary is allocated as retirement reserve in accordance with the regulations of the Ministry of the Interior's "Provision and Management Measures
- 127 -
for Labor Retirement Reserve," and the funds are deposited and managed in a dedicated account at the Taiwan Bank. When actually paying retirement benefits, the payment or offsetting should be made from the employee retirement fund. If it is insufficient for payment or offsetting, it may be charged as an expense for the current fiscal year.
Starting from July 1, 2005, in compliance with the implementation of the Labor Retirement Pension Act (referred to as the "new system"), employees who were previously covered under the old system and have chosen to apply the new system based on their years of service, or employees who were hired after the implementation of the new system and fall under the defined contribution scheme, the company allocates retirement contributions at a rate of 6% of monthly wages, which are deposited into individual accounts with the Labor Insurance Bureau. The contributions are recorded as expenses for the current fiscal year.
As of the end of fiscal year 2025, the number of employees voluntarily contributing to the labor pension system was 265, accounting for 22.16% of all employees under the new pension scheme. The Company recognized expenses related to the defined benefit plan (old labor pension system) and the defined contribution plan (new labor pension system) in 2025 amounting to NT$6,504,645 and NT$52,796,992, respectively.
4.5.1.4 Working environment and employee safety protection measures
The company maintains a harmonious and good labor-management relationship. In addition to communication through email, quarterly labor-management meetings are held to facilitate the exchange of opinions and maintain positive interaction between labor and management. The company has not experienced any labor disputes.
4.5.2
List 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 any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: The Company has not experienced any labor disputes.
4.6 Information and Communication Security Management
4.6.1 Describe the information security risk management framework, information security policies, specific management measures, and resources invested in information security management.
4.6.1.1 Organizational Chart of Jentech Information Security
(1) The company has established an Information Security Project Organization and appointed a Chief Information Security Officer to oversee the formulation and
- 128 -
implementation of information security policies. The Information Security Project members within the organization are responsible for implementing security controls, promoting information security awareness, and enhancing employees' security consciousness. They also collect and improve the information security management system.
(2) The Internal Audit Department conducts annual information security audits to assess the effectiveness of the company's internal control system for information operations.
4.6.1.2 Jentech Information Security Policy
To implement information security management, the company has established internal control systems and information management procedures. Through the collective efforts of all employees, the following policy objectives are expected to be achieved:
(1) Ensure the confidentiality and integrity of information assets.
(2) Ensure data access in accordance with departmental functional norms.
(3) Ensure the continuous operation of information systems.
(4) Prevent unauthorized modification or use of data and systems.
(5) Conduct regular information security audits to ensure the effective implementation of information security measures.
4.6.1.3 Information and communication security management resources
(1) Computer Equipment Security Management
(A) Computer hosts and backup hard drives are placed in the machine room and managed by personnel designated by the IT department.
(B) The machine room is equipped with independent air conditioning to maintain the computer equipment in an appropriate temperature environment for operation.
(C) The machine room is equipped with uninterrupted power supply and voltage stabilizers to prevent system crashes due to sudden power outages or ensure uninterrupted operation of computer applications during temporary power outages.
(2) Network Security Management
(A) Our company separates internal and external networks using firewall devices. All global centralized application hosts are located in the physical machine room at the headquarters, and no hosted cloud services are used.
(B) We have implemented enterprise Virtual Private Network equipment, allowing employees to remotely access the company's internal network and information
- 129 -
systems. To gain access, employees must apply for a VPN account and login using secure VPN protocols. Usage records are retained for auditing purposes.
(C) Our email system can perform keyword auditing before outgoing emails and is equipped with an email retention system. All actions related to sending and receiving emails are thoroughly logged and traceable. To address the possibility of specific email server attacks, the email system utilizes special parameters to automatically close services or block IP addresses that exceed predefined limits, ensuring the security of user emails.
(D) We have implemented web filtering and behavior management devices to control internet access. These devices can block access to harmful or policy-violating websites and content, strengthening network security and preventing improper utilization of bandwidth resources.
(2) Virus Protection and Management
(A) Every computer is equipped with antivirus software, and regular updates are scheduled. The software is set to automatically monitor for threats.
(B) The email server is configured with email virus protection and spam filtering mechanisms to prevent viruses or spam emails from reaching users' computers.
(4) System Access Control
(A) Employees' access to various application systems is managed through the company's designated system permission application process. After approval from the appropriate supervisor, the IT department creates system accounts and authorizes access based on the requested functional permissions as granted by system administrators.
(B) Passwords for accounts are required to meet specific criteria, including appropriate strength, length, and a combination of alphanumeric and special characters.
(C) When colleagues go through the departure process, the IT department deletes their system accounts based on the HR departure notice.
(5) Ensuring Continuous Operation of the System
(A) System Backup: Implement a backup system that performs daily backups. Store a tape backup of the data at an off-site computer room to ensure the security of the system and data.
(B) Disaster Recovery Drill: Conduct an annual drill to ensure the accuracy and effectiveness of the backup media.
(C) Lease multiple data lines from telecommunications companies and use bandwidth management equipment to establish a redundant configuration where the two lines are used in parallel, ensuring uninterrupted network communication.
- 130 -
(6) Cyber security Awareness and Education Training
(A) Cybersecurity Awareness: The IT department periodically provides information security-related messages for awareness purposes.
(B) Education Training: Regular cybersecurity education training is scheduled annually.
4.6.1.4 Allocation of Resources for Information Security Management
(1) Establishing an information system security protection network, including the management of data centers, network equipment, network connections, and personal information devices, to ensure the protection of employee personal data, company confidential information, customer data, and supplier data.
(2) Conducting annual information security education training and periodically issuing announcements and promoting various information security awareness initiatives. Through continuous training and awareness programs, employee awareness of information security is enhanced.
(3) Resource allocation: Daily monitoring of system status, weekly verification of backup execution, annual system disaster recovery drills, internal audits of information cycles, and audits by accountants.
(4) The Information Security Team consists of a total of 20 members. In the year 2025, four meetings were held to discuss security risks and preventive measures.
4.6.2 In the recent fiscal year and up to the printing date of the annual report, there have been no losses incurred, potential impacts identified, or response measures implemented as a result of significant information security incidents:
Regarding the reporting and handling of information security incidents, Jentech has clearly established procedures for incident notification and response. The Information Security Team is responsible for recording incidents and assigning severity levels. Relevant departments are required to resolve and mitigate the incidents within the target response time. Upon resolution, a root cause analysis and corrective measures are carried out to prevent recurrence. In fiscal year 2025 and up to the date of publication of this annual report, the company has not experienced any major cyberattacks or other significant information and communication security incidents.
4.7 Human Rights Due Diligence and Management
In order to fulfill corporate social responsibility and implement its human rights policy, the Company has established a human rights due diligence procedure. Through the identification and assessment of human rights-related risks, the Company designs management measures and risk mitigation actions, and carries out improvement and follow-up monitoring to effectively reduce the impact and consequences of human rights risks.
Human Rights Management Policy
The Company supports and complies with international labor and human
- 131 -
rights standards, social responsibility frameworks, and local regulations. Its human rights management policy is formulated based on the Responsible Business Alliance (RBA) Code of Conduct and the SA8000 Social Accountability Standard.
RBA Code of Conduct Policy Commitment:
- Comply with customer and regulatory requirements and safeguard employee human rights
- Uphold the highest ethical standards in business operations and employee conduct
- Ensure a safe working environment with the goal of zero incidents
- Implement green environmental policies to achieve sustainable operations
- Establish and maintain management systems that comply with legal and customer requirements to mitigate operational risks and drive continuous improvement
Labor Policy:
- No use of child labor, forced labor, debt bondage, or involuntary labor
- Working hours and rest periods comply with labor laws
- Compensation and benefits comply with applicable laws and regulations
- Treat all employees fairly and with respect, prohibiting corporal punishment, threats, humiliation, abuse, or other inhumane treatment
- Provide equal employment opportunities without discrimination based on race, color, age, gender, sexual orientation, disability, nationality, pregnancy, religion, political affiliation, union membership, marital status, or other legally protected characteristics
- Respect employees' freedom of expression and association, and protect them from retaliation or threats
- Comply with applicable labor laws, customer requirements, and international standards
Management Mechanism
The Company implements management procedures and internal audits, using the RBA Code of Conduct and SA8000 as its management framework. Regular internal and external social responsibility audits are conducted across all sites. Performance indicators and improvement outcomes are reviewed annually in management review meetings to ensure effective implementation.
Human Rights Due Diligence Process
The Company conducts regular human rights due diligence through the following steps:
Step 1 - Issue Identification: Collect, identify, and confirm human rights-related issues such as basic human rights and occupational health and safety.
Step 2 - Risk Assessment: Evaluate the risk level of each human rights issue using risk assessment tools.
Step 3 - Mitigation Measures: Identify relevant human rights risks across the
- 132 -
value chain, establish mitigation and remediation measures, and track outcomes.
Step 4 - Continuous Improvement: Evaluate the effectiveness of corrective actions to ensure effective human rights management.
Material Human Rights Issue Identification
| Human Rights Issue Categories | Target Groups | ||
|---|---|---|---|
| Employees | Suppliers | Customers | |
| Right to Privacy | V | V | V |
| Personal Freedom and Safety | V | V | V |
| Fundamental Labor and Employment Rights | V | V | |
| Freedom of Speech and Expression | V | V | V |
| Freedom of Assembly and Association | V | V | V |
| Child Labor and Young Workers | V | V | V |
| Anti-Discrimination and Diversity & Inclusion | V | V | V |
| Maternity Protection | V | V | |
| Communication Channels and Grievance Mechanisms | V | V | V |
Mitigation and Remedial Measures
| Stakeholders | Issue | Risk Mitigation Measures | Remedial Measures |
|---|---|---|---|
| Employees | Working Hours | 1. Training: All operating sites of Jentech are required to comply with the “Human Rights Policy.” Every new employee must complete the “Corporate Sustainability and Social Responsibility” course (including human rights topics). Relevant policies are also published on the company intranet for employees to access at any time, ensuring | 1. Policy Adjustment: Daily attendance reports are issued to monitor and confirm whether any abnormalities have occurred. |
| 2. Compensation: Daily attendance reports are issued. In case of any abnormalities, HR will proactively coordinate with the relevant department and assist |
| | | that all employees are informed of and understand them.
2. Communication: Jentech respects the freedom and rights of all employees and has established open feedback channels across all global operating sites to fully understand employees’ needs and expectations regarding working conditions and the work environment. Employees may freely express suggestions or raise concerns in a confidential environment without fear of retaliation.
3. Systems:
(1) A working hours monitoring system has been developed to regularly generate reports and automatically flag high-risk departments. HR also proactively intervenes to coordinate and implement relevant improvement measures.
(2) A global payroll management system has been established, with salary and overtime payment rules configured in accordance with local laws to ensure timely disbursement of wages and overtime pay. The headquarters also conducts regular remote payroll audits to ensure the accuracy of payroll operations at overseas sites. | employees in resolving issues.
3. Disciplinary Action: Departments with attendance hours exceeding legal limits are announced daily on the electronic dashboard. |
| --- | --- | --- | --- |
| | Wages and Benefits | 1. Training: All operating sites of Jentech are required to comply with the “Human Rights Policy.” Every new employee must complete the “Corporate Sustainability and Social | 1. Policy Adjustment: Verify whether salary payments made by labor agencies are consistent with the company’s internal payroll |
- 134 -
- 135 -
| | | Responsibility” course (including human rights topics). Relevant policies are also published on the company intranet for employees to access at any time, ensuring that all employees are informed of and understand them.
2. Communication: Jentech respects the freedom and rights of all employees and has established open feedback channels across all global operating sites to fully understand employees’ needs and expectations regarding working conditions and the work environment. Employees may freely express suggestions or raise concerns in a confidential environment without fear of retaliation.
3. Systems:
(1) Social Responsibility Management Systems (SA8000 / RBA): Jentech complies with the RBA Code of Conduct and the SA8000 Social Responsibility Standard, continuously enhancing employee rights and benefits. The company also promotes RBA audit certification across all global operating sites to ensure a consistent framework and standard in managing human rights issues worldwide.
(2) A payroll audit system has been developed to generate monthly reports and automatically flag anomalies. HR will then proactively conduct reviews and initiate relevant communication or corrective actions based on the system’s findings. | calculations. In the event of any discrepancies, the Finance Department will be instructed to suspend payments to the agency.
2. Remediation:
(1) After each monthly payroll cycle, salary-related issues reported by employees, labor agencies, competent authorities, and payroll banks are consolidated and immediately addressed to prevent recurrence.
(2) Employees may report and resolve wage and benefits-related issues through channels such as the Employee Relations Committee, employee complaint hotline, and employee feedback mailbox.
3. Disciplinary Action: Responsible personnel involved in violations will be subject to disciplinary measures in accordance with company regulations, based on the assignment of responsibility and the severity of the case. |
| --- | --- | --- | --- |
| | Anti-Harassment | 1. Policy and Communication: Jentech has established an “Anti-Discrimination and Anti-Harassment Policy,” declaring a “zero tolerance” stance toward any form of discrimination and harassment. The policy is communicated through employee handbooks, internal announcements, onboarding training, and the corporate website to ensure that all employees, contractors, and suppliers understand and comply with it.
2. Systems and Procedures: An independent management guideline and incident handling procedure for anti-harassment matters have been established. Dedicated reporting channels, such as a complaint hotline and email inbox, are provided. Clear accountability mechanisms are in place to ensure the confidentiality and personal safety of whistleblowers.
3. Training and Awareness: Mandatory anti-harassment training is regularly provided to all employees, including management. In addition, periodic seminars are held with external experts invited to share insights and promote awareness of self-protection and rights protection.
4. Monitoring and Evaluation: Regular employee surveys are | 1. Response and Handling: Upon receiving a harassment complaint, an investigation process shall be initiated immediately. During the investigation period, proactive measures shall be taken to protect the complainant from harm or retaliation.
2. Disciplinary Action: Based on the investigation results, appropriate disciplinary measures shall be taken against the perpetrator, ensuring consistency in disciplinary principles.
3. Support and Compensation: Psychological counseling and other necessary support resources shall be provided to victims. If material damage is confirmed, reasonable compensation shall be provided in accordance with applicable laws and company policies.
4. Policy and Process Review: Each harassment incident shall be thoroughly analyzed to identify systemic or procedural gaps, and relevant policies and management mechanisms shall be updated accordingly. |
| --- | --- | --- | --- |
- 136 -
| conducted to identify potential workplace harassment issues. Managers are also encouraged to actively observe team interactions to detect and address potential issues at an early stage. | |||
|---|---|---|---|
| Supplier | Human Rights and Labor Protection, Occupational Safety and Health, Climate and Environment | 1. Training: (1) Supplier training is conducted annually during the Wistron Group Partner Conference. (2) A self-developed Supplier Code of Conduct training video is uploaded to the supplier management system platform. Suppliers are required to complete the online training course, and their learning progress is monitored and tracked. | |
| 2. Communication: During the annual Wistron Group Partner Conference, suppliers with outstanding performance in corporate sustainability and social responsibility are recognized. Jentech also communicates its ESG-related policies to suppliers and provides complaint channels, aiming to foster a friendly, mutually beneficial, and co-growth sustainable partnership. | |||
| 3. Systems: (1) Since becoming a member of the Responsible Business Alliance in 2010, Jentech has fully supported the RBA vision and objectives, ensuring safe and decent working conditions across the supply chain, respect and protection of labor rights, compliance with environmental regulations, and adherence to | 1. Scope Adjustment: The scope of supplier management is adjusted in a timely manner based on emerging human rights issues and trends. | ||
| 2. Remediation: In accordance with the RBA management framework, on-site audits and assessments are conducted at supplier facilities. If audit results are unsatisfactory, suppliers are required to submit corrective action plans. Suppliers must report improvement status within two months and apply for a re-audit. If the re-audit still does not meet standards, no further re-audit applications are allowed within six months. | |||
| 3. Disciplinary Action: If audit findings may affect the quality of supplied materials, a process to evaluate replacement of materials or suppliers will be immediately initiated. | |||
| 4. Results: In the 2024 Supplier Sustainability Audit, non-conformities related to “Human Rights and Labor Protection” |
- 137 -
| | | business ethics standards by suppliers.
(2) Suppliers are required to sign a Code of Conduct declaration to ensure compliance with global sustainability policies and RBA-related standards. | accounted for 8% of total findings, primarily associated with “working hours management” and “anti-discrimination.”
Key improvement actions are summarized as follows:
(1) Establish multi-layer monitoring mechanisms and provide training on working hour regulations for employees and management to ensure compliance with legal requirements.
(2) Conduct regular anti-discrimination training and incorporate it into the annual training plan, with systematic retention of training records. |
| --- | --- | --- | --- |
| Customer | Corporate Governance and Integrity Management | 1. Policy and Commitment: A comprehensive set of policies and statements—including the Code of Ethical Conduct, Business Integrity Policy, and Code of Conduct—has been established and implemented. These are communicated through multiple channels such as employee handbooks, onboarding training, internal announcements, the corporate website, and contractual terms to ensure that all employees, suppliers, contractors, customers, and other business partners understand and commit to compliance.
2. Governance System Development: Key business processes are supported by | 1. Rapid and Fair Investigation: Upon receiving a report or identifying any suspicious indications, an independent, fair, and confidential investigation is immediately initiated. Privacy protection for all relevant parties is ensured throughout the investigation process.
2. Disciplinary Action and Compensation: Strict disciplinary measures are taken against individuals or departments confirmed to have engaged in unethical conduct. If external business partners |
- 138 -
| | | segregation of duties, strict authorization and approval procedures, clear principles governing gifts, hospitality, meals, and travel expense reimbursements, a robust conflict-of-interest disclosure and management mechanism, and stringent information security management systems.
3. Training and Simulation: Regular training on business integrity, anti-corruption, anti-bribery, and data protection is provided to all employees, particularly those in high-risk functions, management, and senior executives. Scenario-based simulations are also conducted to help employees identify and respond to potential unethical behaviors.
4. Whistleblowing and Investigation Mechanism: Multiple accessible and trusted reporting channels are provided, including anonymous reporting options. Strict whistleblower protection measures and confidentiality safeguards are enforced.
5. Supply Chain Due Diligence: Rigorous integrity due diligence is conducted for new suppliers, contractors, agents, and joint venture partners. Integrity clauses are incorporated into contracts, requiring the signing of integrity commitment declarations. Training resources are provided, and regular integrity audits are conducted for high-risk suppliers and business partners. | are involved, cooperation is immediately terminated and they are placed on a blacklist. If criminal conduct is identified, it is promptly reported to the relevant law enforcement authorities with full cooperation in the investigation. Losses are assessed, illicit gains are recovered, and affected third parties are assisted in obtaining appropriate compensation or restitution.
3. Continuous Improvement: Root cause analysis is conducted for each integrity-related incident to identify systemic weaknesses, policy gaps, control deficiencies, or cultural issues. Existing integrity management policies and internal control processes are revised or strengthened accordingly, with enhanced internal audit and monitoring mechanisms applied to high-risk areas. |
| --- | --- | --- | --- |
- 139 -
- 140 -
4.8 Intellectual Property Management Plan
Intellectual Property Management Policy and Objectives
The Company continuously develops its core value-added products and actively drives innovation. To maintain competitive advantages and protect cutting-edge technologies and R&D outcomes, an intellectual property management strategy aligned with the Company's operations and R&D resources has been formulated. This aims to strengthen the Company's industry leadership and safeguard its intellectual property assets.
Patent Protection Measures
The Company has established the "Patent Management Procedures" and the "Patent Dispute Handling Procedures" to protect its intellectual property rights and to build a mechanism for handling IP disputes. The Company is equipped with an international technical team and experienced R&D personnel, and encourages the application of new inventions and designs in its products. Through continuous R&D efforts, relevant patents have been obtained, with additional inventions and technologies under ongoing application.
The R&D team develops product-specific development processes and adjusts operational procedures in a timely manner based on customer requirements, ensuring stable quality and competitive products to serve as a preferred supplier. The Company actively develops and applies for patents to enhance product added value.
Trade Secret Protection
Trade secrets are a key factor in maintaining and enhancing the Company's competitive advantage. To effectively manage innovation-related trade secrets, the Company has launched a "Trade Secret Management Project" since 2024, conducting a comprehensive inventory of trade secrets that provide competitive advantages. A lawful and structured mechanism has been established to record, control, and manage access to and use of confidential information.
Relevant systems and regulations require confidentiality obligations to be included in employee work rules, labor contracts, and trade secret management policies. Internal training and communication programs are conducted to emphasize the importance of trade secret protection, strengthen information control, and cultivate a corporate culture in which employees actively safeguard confidential information.
Trademark Protection
In response to domestic and international business expansion, the Company conducts trademark application and evaluation, including trademark searches, risk assessments, portfolio planning, usage compliance reviews, and infringement risk management, thereby protecting the value of its trademarks and enhancing sustainable corporate governance.
- 141 -
2025 Implementation Status
The implementation of intellectual property management for 2025 was reported to the 13th Board of Directors (3rd meeting, November 12, 2025). Key outcomes include:
- Trade Secret Training: Trade secret education and training programs were conducted with differentiated topics for direct and indirect employees. A total of 246 direct employees completed 21 training hours, and 523 indirect employees completed 16 training hours, enhancing awareness and protection of trade secrets.
- Establishment of the "Trade Secret Organizational Roles and Responsibilities Procedures" and the "Trade Secret Management Operational Guidelines."
- Active trademark applications were carried out to protect intangible assets and safeguard corporate rights.
- Intellectual Property Portfolio and Achievements:
- Patents: 114 patents filed globally, with 71 patents granted. In 2025, 8 foreign patents and 3 Taiwan patents were obtained.
- Trade Secrets: 112 commercial trade secrets and 590 technical trade secrets.
- Trademarks: JENTECH Trademark registrations cover major global markets including Taiwan, China, the United States, the United Kingdom, and the European Union. The Company continues to expand its trademark portfolio in response to the evolution of its solution-oriented business model.
4.9 Important Contracts
As of the printing date of the annual report, the valid and recently expired contracts that are still in effect include sales contracts, technical cooperation agreements, engineering contracts, long-term loan agreements, and other significant contracts that may impact shareholder equity. The parties involved, main content, restrictions, and contract start and end dates are as follows:
| Type of Contract | Contracting Party | Contract Duration | Primary Contents | Restrictive Clauses |
|---|---|---|---|---|
| Taoyuan Aerotropolis Land Auction Contract. | Jentech Precision Industrial Co., Ltd. | |||
| Taoyuan City Government. | 2022.9 ~ Pre-announcement of registration cancellation. | Land transaction or Land purchase and sale. | None | |
| Land/House Purchase Agreement | Jentech Precision Industry Co., Ltd. | |||
| Riben Investment Co., Ltd. | ||||
| Anfeng Industrial Co., Ltd. | ||||
| Mingzhen Investment Co., Ltd. | 2023.11.22 | Land/House Purchase | None | |
| Engineering procurement contract | Jentech Precision Industry Co., Ltd. | |||
| Futai Construction Co., Ltd. | 2023.9.25 | Factory construction project | None |
Chapter 5 Review and Analysis of Financial Position and Financial Performance, and Risks Assessment
5.1 Financial Position
Unit: NT$1,000; %
| Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 18,566,576 | 9,494,797 | 9,071,779 | 95.54 |
| Property, plant and equipment | 8,073,201 | 4,851,594 | 3,221,607 | 66.40 |
| Intangible assets | 13,925 | 11,801 | 2,124 | 18.00 |
| Other assets | 1,315,029 | 4,103,680 | (2,788,651) | (67.95) |
| Total assets | 27,968,731 | 18,461,872 | 9,506,859 | 51.49 |
| Current liabilities | 4,453,346 | 3,420,289 | 1,033,057 | 30.20 |
| Non-current liabilities | 450,672 | 383,615 | 67,057 | 17.48 |
| Total liabilities | 4,904,018 | 3,803,904 | 1,100,114 | 28.92 |
| Share capital | 1,467,328 | 1,429,212 | 38,116 | 2.67 |
| Capital surplus | 12,767,546 | 7,636,119 | 5,131,427 | 67.20 |
| Retained earnings | 8,568,650 | 5,330,803 | 3,237,847 | 60.74 |
| Other equity interest | 33,836 | 70,286 | (36,450) | (51.86) |
| Non-controlling interests | 227,353 | 191,548 | 35,805 | 18.69 |
| Total equity | 23,064,713 | 14,657,968 | 8,406,745 | 57.35 |
| Detailed analysis is not required when difference in the rate of variance does not exceed 20% or the indicated amount does not exceed NT$ 10 million: | ||||
| (1) Increase in current assets, primarily due to an increase in bank deposits resulting from the premium issuance of convertible bonds, and an increase in accounts receivable and inventory due to order volume growth. | ||||
| (2) The increase in real estate, plant and equipment and the decrease in other assets were mainly due to the transfer of the prepaid land payment for the Aerotropolis to real estate. | ||||
| (3) The increase in current liabilities is mainly due to increased inventory and related expenses as order volume grew. | ||||
| (4) The increase in capital reserve is mainly due to the premium arising from the conversion of corporate bonds. | ||||
| (5) The increase in retained earnings is mainly due to the increase in net profit after tax. | ||||
| (6) The decrease in other equity is mainly due to the decrease in unrealized gains or losses on financial assets measured at fair value through other comprehensive income or loss. |
- 142 -
5.2 Financial Performance
5.2.1 Analysis of financial performance
Unit: NT$1,000; %
| Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Operating revenue | 20,275,577 | 14,278,187 | 5,997,390 | 42.00 |
| Operating costs | 11,841,587 | 8,912,721 | 2,928,866 | 32.86 |
| Gross profit | 8,433,990 | 5,365,466 | 3,068,524 | 57.19 |
| Operating expense | 1,935,857 | 1,566,907 | 368,950 | 23.55 |
| Operating profit | 6,498,133 | 3,798,559 | 2,699,574 | 71.07 |
| Non-operating income and expenses | 108,822 | 446,870 | (338,048) | (75.65) |
| Profit before income tax | 6,606,955 | 4,245,429 | 2,361,526 | 55.63 |
| Income tax expense | 1,296,613 | 830,267 | 466,346 | 56.17 |
| Profit for the year | 5,310,342 | 3,415,162 | 1,895,180 | 55.49 |
| Other comprehensive income for the year | (771) | 331,390 | (332,161) | (100.23) |
| Total comprehensive income for the year | 5,309,571 | 3,746,552 | 1,563,019 | 41.72 |
| Detailed analysis is not required when difference in the rate of variance does not exceed 20% or the indicated amount does not exceed NT$ 10 million: | ||||
| (1) The increase in gross profit and operating profit was mainly due to the increase in the revenue of the Company's heat dissipation products. | ||||
| (2) The decrease in non-operating income and expenses was mainly due to the decrease in foreign exchange gains from the US dollar. | ||||
| (3) The increase in income tax expense is mainly due to the increase in revenue in 2025, which led to an increase in estimated income tax expense. | ||||
| (4) The increase in pre-tax net profit and net profit for the current period is mainly due to the increase in operating revenue and gross profit in 2025. | ||||
| (5) The decrease in other comprehensive income is mainly due to the decrease in unrealized gains or losses on financial assets measured at fair value through other comprehensive income or loss. |
5.2.2 Sales volume forecast with related assumptions, and possible impact to the Company's financials and operations as well as related response plans:
Based on the operating conditions of Jentech's existing and future customers, taking into account new product development plans and market demand, and ensuring that the scale of the company's production capacity can be matched. At present, the company continues to develop new markets and new customers. In addition to the absolute benefit to the company's development, it is expected that the sales in the coming years should maintain a sustainable growth trend.
5.3 Cash flow
5.3.1 Analysis and explanation of changes in cash flow for the fiscal year 2025
Unit: NT$1,000
| Beginning Cash Balance | Net Cash Flow from Operating Activities for the Year | Net Cash Flow from Investing and Financing Activities for the Year | Effect of Exchange Rate Changes on Cash and Cash Equivalents for the Year | Ending Cash Balance | Remedy for liquidity shortfall | |
|---|---|---|---|---|---|---|
| Investment plan | Financial plan | |||||
| 2,267,253 | 4,773,519 | 2,063,139 | 30,156 | 9,134,067 | - | - |
| Analysis of cash flow: (1) Net cash inflow from operating activities was NT$4,773,519, mainly due to increased profits. (2) Net cash outflow from investing activities was NT$1,013,580, mainly due to the purchase of real estate, plant and machinery. (3) Net cash inflow from financing activities was NT$3,076,719, mainly due to the issuance of convertible bonds of NT$5,197,445 and the distribution of cash dividends to shareholders for the 2024 fiscal year of NT$2,072,369. |
5.3.2 Corrective measure to be taken in response to illiquidity: Not applicable.
5.3.3 Liquidity analysis for the coming year
Unit: NT$1,000
| Estimated cash and cash equivalents at beginning of year (1) | Estimated net cash flow from operating activities (2) | Estimated cash outflow(3) | Estimated cash surplus (deficit) (1)+(2)-(3) | Estimated remedy for cash deficit | |
|---|---|---|---|---|---|
| Investment plan | Financial plan | ||||
| 9,134,067 | 7,160,278 | (4,687,141) | 11,821,787 | - | - |
| Liquidity analysis for the coming year: (1) Cash flow from operating activities: Mainly generate from stable net income. (2) Cash flow use in investing activities: The main capital expenditure is for the purchase of land and production equipment required for operations. (3) Cash flow use in financing activities: Net cash inflow from financing activities was primarily due to the distribution of cash dividends. |
- 145 -
5.4 Impact of major annual capital expenditure on financial operations
5.4.1 Major capital expenditures and sources of funds
Unit: NT$1,000
| Project | Actual or Planned Source of Capital | Actual or expected date of project completion | Required amount | Actual or planned use of capital | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | ||||
| Taoyuan Aerotropolis Plan Priority Industry Exclusive Zone | Fund Raising/ Own funds | 2027.08 | 4,134,242 | 261,911 | 133,351 | 2,199,854 | 233,156 | 1,124,652 | 181,318 |
| The 13th floor of the Hwa Ya Technology Park office building in Taoyuan | Own funds | 2026.08 | 370,677 | 111,000 | - | - | - | 259,677 | - |
| The construction project of Building E in the Dayuan Plant 1 | Own funds | 2027.12 | 533,883 | 4,935 | 61,438 | 76,888 | 177,314 | 185,817 | 27,491 |
5.4.2 Estimated benefits
The company has purchased land in the Taoyuan Aerotropolis Priority Industry Zone as part of the Aerotropolis project. The plan is to construct our own factory buildings on this land, which will increase our production capacity and enhance stable profits in the future. Additionally, the ongoing construction of Building E in the Dayuan Plant 1 is expected to be completed and accepted by 2027. With existing funds, we plan to purchase machinery and establish production lines, with the benefits expected to gradually materialize in the second half of 2028. These significant capital expenditures are aimed at meeting the growing demands of our business, expanding capacity, and improving production efficiency.
5.5 The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
5.5.1 Investment policy
The Company's current reinvested businesses are all 100% invested subsidiaries. The supervision and management of subsidiaries have been stipulated in the internal management system to regularly monitor the operating conditions of subsidiaries. The
Company's reinvestment policy is mainly to meet the sales demand and reduce production costs. In 2025, the profits of overseas factory operations are still stable. In the future, the company will continue to strengthen the management of overseas production bases in order to reduce the total cost; in addition, the company will continue to strive to improve the production process and maintain the profit target of the reinvested business.
5.5.2 Main cause of investment income (loss) and improvement plan during the recent fiscal year
As of Dec 31, 2025. Unit: NT$1,000
| Name of investee | Investment amount | Main business activities | 2025 Recognized (loss) Profits | Main cause of income (loss) | Improvement plan | Investment plan for the coming year |
|---|---|---|---|---|---|---|
| Elixi International Co., Ltd. | 664,499 | Equity investments | 162,063 | Equity investments | - | - |
| Kenly Precision Industrial Co., Ltd. | 3,212,857 | As a production and operation base in Taiwan | 394,489 | Stable Operation | - | - |
| Kenly International Technology Co., Ltd. | 393,599 | Equity investments | 70,151 | Stable operation | - | - |
| Kenly Global Co.,Ltd. | 32 | International trade business | - | Stable Operation | - | - |
| Mettip Taiwan Co., Ltd. | 14,771 | Focus on automatic control equipment engineering and surface treatment | 1,664 | Stable Operation | - | - |
| Wuxi Jentech Precision Industrial Co., Ltd. | 638,218 (USD 20,306) | As a production and operation base in China | 197,459 (RMB 45,571) | Stable operation | - | - |
| Jiaxing Kenly Precision Electronics Co., Ltd. | 142,409 (USD 4,531) | As a production and operation base in China | 67,286 (USD 2,158) | Stable Operation | - | - |
| Nantong Jentech Precision Industrial Co., Ltd. | 251,440 (USD 8,000) | As a production and operation base in China | 4,708 (USD 151) | Stable operation | - | - |
5.5.3 Investment plan for the coming year: None.
5.6 Risks analysis and assessment
5.6.1 The effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future
5.6.1.1 Effects of interest rate
In the fiscal years 2025 and 2024, the Company incurred interest expenses of NT$ 38,622 thousand and NT$ 13,607 thousand respectively, while interest
- 146 -
income amounted to NT$ 93,104 thousand and NT$ 96,642 thousand respectively. These figures represent interest expense to net operating income ratios of 0.19%, 0.10%, 0.46%, and 0.68% respectively. The impact of interest rate fluctuations on the company's profit and loss remains limited. In the future, the company will regularly assess bank loan interest rates and maintain good relations with banks to secure preferential rates, thereby reducing interest expenses.
5.6.1.2 Effects of exchange rate
The Company's foreign currency income is greater than foreign currency expenditures, and there may be adverse effects when the exchange rate fluctuates significantly. In addition to adopting the strategic principle of "natural risk avoidance".
The Company will monitoring the impact to foreign exchange rate from global macro-economic change and building up a necessary hedge mechanism. Otherwise, The Company maintain close contact with the foreign exchange department of the bank to understand the trend of exchange rate changes, and will moderately use short-term loans, foreign exchange contracts and other tools to avoid the risk of exchange rate fluctuations.
5.6.1.3 Effects of changes in inflation rate on the Company's profits (losses) and response measures to be taken in the future
The Company quotation basis for customers is to simultaneously reflect changes in raw material prices. Therefore, the change in inflation rate does not cause significant effects on the operations of the Company.
5.6.2 The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future
5.6.2.1 Jentech has no highly risky and highly leveraged investments or loaning to others. If Jentech engages in these transactions in the future, it will be handled in accordance with the company's various management measures.
5.6.2.2 Jentech has formulated the "Procedures for Acquisition or Disposal of Assets", "Procedures for Capital Loans to Others" and "Procedures for Endorsement and Guarantee", which have been passed by resolutions of the shareholders' meeting.
5.6.2.3 In 2025, because of Nantong Jentech Precision operational turnover needs, Kenly Precision endorse Nantong Jentech Precision guarantee, its balance was NT$ 89,920 thousand and NT$ 89,920 thousand by the end of 2025 and the end of March 2026 respectively. Kenly Precision provided endorsement and guarantee
- 147 -
for its subsidiaries according to "Procedures for Endorsement and Guarantee".
5.6.2.4 The Company undertakes derivative commodity transactions such as forward foreign exchange contracts, exchange rate option contracts and foreign exchange contracts to avoid exchange rate fluctuation risks. Derivatives are initially recognized at fair value, and subsequently re-measured at fair value on the balance sheet date, and the gains or losses resulting from subsequent measurement are directly included in profit or loss.
5.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work
Jentech has always provided the best solution and high-quality products for the heat dissipation problems of LED lighting and automotive products. The research and development projects that are expected to be invested in the future are also aimed at the development of new materials, new products, and new processes to improve product quality. With the continuous improvement of the company's existing process technology, it is necessary to find cost-improved technology and manufacturing solutions and shorten the development time. It has always been the goal of Jentech to increase the competitiveness of customers in the market and production costs by improving the process and production efficiency. Its future specific R&D plans and projects are as follows:
| Business fields | Project | Estimated production schedule |
|---|---|---|
| Semiconductor Chip Cooling Development | Provision of Cooling Solutions | 2020~2025 |
| Development of Automotive Liquid Cooling Module | Development of Next-Generation Cooling Components for Electric Vehicles | 2019~2025 |
| Development of Advanced Driver Assistance System (ADAS) Components for Vehicles | Mechanical Structure Development | 2024~2026 |
| Development of New Etching Process Technology | New Structural Design Solutions | 2023~2025 |
| Development of Composite Automotive EMC Wire Harness | Integrated IC/LED lead frame Solutions | 2023~2025 |
| Mechanical Structure Development of PHLM | Development and Manufacturing of High-Efficiency Computing Chip Actuation Mechanisms | 2020~2025 |
| Development of Automotive leadframe | Research and Development of Automated Manufacturing Processes for Electric Vehicle Wire Harnesses | 2023~2025 |
|---|---|---|
| Development of Electric Vehicle MCU Motor Module Components | High-Power Motor Module Wire Harness Manufacturing Process Proposal | 2023~2025 |
| Development of Data Center Thermal Module | Mechanical Structure Development | 2024~2027 |
| Development of Liquid Cooling Cold Plate for AI | Provision of Cooling Solutions | 2025~2028 |
| Estimated investment in research and development in the future: Range of ratio of R&D expenses to operating revenue in 7 ~ 10%. |
5.6.4 Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response
Jentech always pays attention to the development trend of important domestic and foreign policies and changes in regulations, collects relevant information and actively cooperates with it to fully grasp and respond to changes in the market environment. In the most recent year and as of the date of publication of the annual report, there has been no major impact on the company's financial business.
5.6.5 Effect on the Company's financial operations of development in science and technology (including cyber security risks) as well as industrial change, and measures to be taken in response:
The company always pays attention to the changes in technology related to the industry in which it is located, and assigns special personnel or ad hoc teams to evaluate and study the impact of industry changes on the company's future development and financial business and corresponding measures to ensure its market competitive advantage. Technological changes and industrial changes in the most recent year and up to the publication date of the annual report have no significant impact on the company's financial business.
5.6.6 Events influencing the Company's corporate image in the most recent fiscal year: None.
5.6.7 Merger or acquisition plan in the most recent fiscal year: None.
5.6.8 Plan of expanding capacity in the most recent fiscal year: None.
5.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
Jentech's supplier and customers are concentrated, and it is still actively increasing new raw material suppliers and expanding new customers, stabilizing supply quality and expanding business customers. It is viewed as low risk.
- 149 -
5.6.10 Large volume shares transferred or changed by directors, supervisors, or shareholders with more than 10% shareholdings in the most recent fiscal year: None.
5.6.11 Change of the Company's management in the most recent fiscal year: None.
5.6.12 Litigation, non-litigation incidents or administrative disputes of directors, supervisors, president, shareholders with more than 10% shareholdings, or subsidiaries which could materially affect shareholders' equity or the prices of the Company's securities: None.
5.6.13 Other major risks:
Information security risk: Jentech has set up a dedicated information management unit to carry out daily backup and off-site backup measures for all company data and systems. The network system has various firewalls, anti-virus and hacker defense systems, and has enhanced password control management, and there is no doubt about information security risks.
5.7 Other important matters: None.
- 150 -
Chapter 6 Special Disclosure
6.1 Information about affiliated enterprises:
Please refer to the Market Observation Post System (MOPS).
Index Path: MOPS > Single Company > Electronic Document Download > Affiliated Enterprises Reports Section.
URL: https://mopsov.twse.com.tw/mops/web/t57sb01_q10
6.2 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.
6.3 Other matters that require additional description: None.
6.4 Matters that have a significant impact on shareholders' rights or securities prices as stipulated in Article 36, Paragraph 3, Item 2 of the Securities and Exchange Act during the most recent year and up to the date of printing of the annual report: None.
- 151 -