AI assistant
LEADTEK — Annual Report 2025
May 13, 2026
52103_rns_2026-05-13_8cff7340-41b0-487c-a37d-2597fd504434.pdf
Annual Report
Open in viewerOpens in your device viewer
Stock Code: 2465
Download the annual report at: http://newmops.twse.com.tw
http://www.leadtek.com.tw
LEADTEK
魔臺科技股份有限公司
2025 Annual Report

Printed on April 30th, 2026
I. Spokesperson of the Company
Name: Chang, Shen
Title: Vice President
TEL: (02)8226-5800 ext. 726
Email: [email protected]
Deputy Spokesperson of the Company
Name: Chen, Li-Shiun
Title: Senior Finance Manager
TEL: (02)8226-5800 ext. 870
Email: [email protected]
II. Addresses and Telephone Number of the Company
Head Office: 18F, No.166, Jian-Yi Road, Zhonghe Dist. New Taipei City, Taiwan
TEL: (02)8226-5800
Plant: 2F, No.4, Alley11, Lane327, Sec.2, Chung-Shan Road, Zhonghe Dist., New Taipei City, Taiwan
TEL: (02)8226-5800
III. Stock Transfer Agent
Name: Taishin Securities Co., Ltd, Stock Transfer Department
Address: B1 No.96 Jianguo North Road, Sec. 1, Taipei City, Taiwan
Website: http://www.tssco.com.tw
TEL: (02)2504-8125
IV. Attesting Certified Public Accountants (CPAs) for the Most Recent Financial Statements
Name: CPA Chien, Szu-Chuan and CPA Kuo, Kuan-Ying
CPA Firm: KPMG
Address: 68F, No.7, Sec.5, Xinyi Road, Taipei City Taiwan
Website: http://www.kpmg.com.tw
TEL: (02)8101-6666
V. The Name of Any Exchanges Where the Company's Securities are Traded Offshore and the Method by Which to Access Information on the Offshore Securities: None
VI. Company Website: http://www.leadtek.com.tw
Table of Contents
Page
One. Letter to Shareholders ... 1
Two. Corporate Governance Report ... 4
I. Background information of Directors, President, Vice Presidents, Assistant Vice President and the heads of various departments and branches ... 4
II. Remuneration for directors, the president, and vice presidents in the most recent accounting year ... 11
III. Corporate Governance ... 16
IV. Disclosure of CPA service fee ... 51
V. Change of Accountants ... 52
VI. Disclose the name, job title, and term of service of the chairman, president, or chief financial or accounting officer of the company who has worked for the CPA's firm or its affiliates in the most recent year ... 52
VII. Transfer of shares and change in stock ledge of directors, supervisors, officers, and shareholders holding over 10% of shares in the most recent year and by the date of report publication ... 52
VIII. Information of the top ten shareholders who are related parties or spouses relatives within the 2nd degree of kinship to each other ... 53
IX. Shareholding of the same investee of the company and its directors, supervisors, officers, and companies under direct or indirect control, and the consolidated shareholding of them ... 54
There. Funding Status ... 55
I. Capital and outstanding shares ... 55
II. Information of corporation bonds ... 58
III. Information of preferred shares ... 58
IV. Information of global depository receipts (GDR) ... 58
V. Information of certificates of employee stock option ... 58
VI. Information of restricted stock awards ... 58
VII. Issuance of new shares in connection with M&A or with acquisitions of shares of other companies ... 58
VIII. Performance of capital utilization plan ... 58
Four. Business Overview ... 59
I. Operation ... 59
II. Market and sale overview ... 66
III. Employees ... 75
IV. Contribution to environmental protection ... 75
V. Labor-management relationship ... 75
VI. Cybersecurity Management ... 77
VII. Important contract ... 79
Five. Review and analysis of the financial position and operational performance and risk management ... 80
I. Financial position ... 80
II. Financial performance ... 81
III. Cash flow ... 83
IV. Influence of major capital spending on financial position and operation in the most recent year ... 84
V. Investment policies, main causes of gains/losses, and improvement plans in the most recent year, and investment plans in the next year ... 84
VI. Risk matters required for analysis and assessment in the most recent year and by the date of report publication ... 84
VII. Other important matters ... 86
Six. Special Remarks ... 87
I. Information of affiliates ... 87
II. Private placement of securities in the most recent year and by the date of report publication ... 91
III. Other supplementary information ... 91
IV. Matters with significant impact on equity or stock prices as stipulated in Article 36, paragraph 2, subparagraph 2, Securities and Exchange Act in the most recent year and by the date of report publication ... 91
One. Letter to Shareholders
I. Operation Highlight
The company's consolidated operating revenue for fiscal year 2025 totaled NT$4.436 billion, a 5.41% increase from NT$4.208 billion in fiscal year 2024. Gross profit was NT$436 million, with a gross profit margin rising to 9.81%. Net operating profit for the year was NT$86.52 million. Non-operating expenses, including interest expenses and losses from investments, totaled NT$13.97 million. Excluding income tax expenses and losses from closed operations, net profit attributable to the parent company for fiscal year 2025 was NT$36.45 million, with earnings per share of NT$0.43.
In fiscal year 2025, the company conducted a cash capital increase, issuing 10 million shares at NT$45 per share, raising a total of NT$450 million, primarily used to repay bank loans. By the end of fiscal year 2025, the company's liability ratio had decreased from 80.32% to 27.52%, resulting in a significant improvement in its financial structure.
The relevant financial income and expenditure and profitability analysis are as follows:
| Items | Year 2025 | Year 2024 | |
|---|---|---|---|
| Financial Position(%) | Debt to assets ratio | 27.52 | 80.32 |
| Long-term capital to property, plants and equipment | 579.86 | 369.41 | |
| Solvency(%) | Current Ratio | 321.72 | 116.48 |
| Quick Ratio | 193.40 | 37.24 | |
| Profiability(%) | Return on assets | 2.82 | -14.97 |
| Return on equity | 5.70 | -55.15 | |
| Net profit margin | 1.07 | -10.24 |
2025 was a pivotal year in the history of the graphics card industry. As generative AI moved from "cloud training" to "edge inference," the role of graphics cards (GPUs) underwent a remarkable transformation from graphics processors to "enterprise AI engines." In 2025,
2
NVIDIA's Professional Visualization division achieved record-breaking revenue, with quarterly growth exceeding 50%, demonstrating that enterprises' procurement of high-end workstation graphics cards has shifted from "optional" to "strategic standard." The overall market exhibited a clear polarization: on one hand, there was the massive computing power of data centers (Blackwell architecture); on the other hand, there were high-end RTX professional workstations for enterprise local use, together forming a complete computing ecosystem.
With the official mass production of the new generation of Blackwell architecture professional graphics cards in 2025, their memory bandwidth and AI computing performance showed significant improvements compared to the previous generation Ada Lovelace architecture. Especially when processing large language models with over 100 billion parameters, the new generation of graphics cards demonstrated unparalleled local inference performance, driving large-scale upgrade demand in the financial, medical, and research sectors. Starting in 2025, to protect core data privacy, enterprises have been moving AI applications from the cloud back to local storage. This has led to a structural shortage in the market for professional cards with 48GB or more of graphics memory (such as the RTX 6000 series). Even with rising prices, enterprise purchasing intentions remain strong, which has also driven up the average selling price (ASP) for distributors.
During the global shortage caused by the tight production capacity of HBM4 memory and advanced packaging in 2025, our company, through stable partnerships with manufacturers and scientific inventory forecasting models, ensured a continuous supply of NVIDIA workstation graphics cards, strengthening our market share. Facing the technical hurdles of building AI systems, our workstation computers and server systems, combined with our self-developed AIDMS (AI Development Management System), provide applications for large language models. In Taiwan, manufacturing, financial services,
government, and academic institutions have already adopted these systems, and the trend of enterprises building their own AI systems is becoming increasingly apparent. We look forward to expanding into the international market in the future. Our distribution of NVIDIA's Deep Learning DLI and Omniverse software is also steadily progressing in the Asia-Pacific market and China, and we anticipate strong software sales in the future, helping customers shorten the deployment cycle of AI workstations.
II. 2026 annual business plan, development strategy, impact of external competitive environment, regulatory environment and overall business environment
Regional wars, the US-China trade war restricting high-tech exports to China, the shift towards protectionism in global free trade, and the US-Israel attack on Iran driving up oil prices have created uncertainty in industrial layout and market demand. However, the booming development of the AI industry continues to drive demand for graphics cards, workstations, and servers.
In October 2023, Leadtek Technology received strategic investments from Ablecom Technology and Compuware Technology through private equity, gaining strong support in server product chassis, cooling or water cooling systems, power supplies, and motherboards. Leadtek's gaming graphics cards, its distribution of NVIDIA workstation graphics cards, and even its AI software, NVIDIA AI, or Ominiverse software, constitute excellent overall AI workstation solutions for users. Leadtek is expected to gain some market share in the hottest AI computing server market. From now on, GPU graphics cards, workstations, and server integration will be Leadtek's main revenue streams, promising long-term stable growth.
Leadtek Research Inc.
Lu Kun-Shan, Chairman
Two. Corporate Governance Report
I. Background information of Directors, President, Vice Presidents, Assistant Vice Presidents, and the heads of various departments and branches
(I) Data of directors:
- Directors and independent directors:
April 5, 2025
| Title | Nationality or place of registration | Name | Gender and age | Date elected/ appointed | Term of office | Date first elected | Shareholding when elected | Current shareholding | Shares held by spouse and underage children | Shares held by proxy | Main career (academic) achievements | Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads | Regulary | Relationship | Name | Title | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Name | Title | ||||||||||||
| Chairman | The Republic of China | Lu Kun-Shan | Male 74 | 2023.06.09 | 3 years | 1993.12.12 | 222,257 | 0.26% | 162,353 | 0.17% | 22 | 0.00% | - | - | Electronic Engineering, National Taiwan Ocean University | Note 1 | - | - | - | |||
| Director | The Republic of China | Ablecom Technology Inc. | NA | 2023.12.27 | 3 years | 2023.12.27 | 16,667,000 | 19.85% | 18,156,081 | 19.33% | - | - | - | - | National Chia-Yi Industrial Vocational High School | Note 2 | Director | Lung Jian-Da | Director | Lung Jian-Da | Director | |
| The Rep. of Director | Liang Jian-Fa | Male 63 | 0 | 0.00% | 0 | 0.00% | - | - | - | |||||||||||||
| Director | The Republic of China | Compuvare Technology Inc. | NA | 2023.12.27 | 3 years | 2023.12.27 | 8,333,000 | 9.93% | 9,077,496 | 9.66% | - | - | - | - | Senior High School | Note 3 | Director | Lung Jian-Fa | Director | Lung Jian-Fa | ||
| The Rep. of Director | Liang Jian-Da | Male 59 | 0 | 0.00% | 0 | 0.00% | - | - | - | |||||||||||||
| Independent Director | The Republic of China | Ho Yao-Hung | Male 67 | 2023.06.09 | 3 years | 2017.06.28 | 0 | 0.00% | 0 | 0.00% | - | - | - | - | Master, Industrial and Systems Engineering, Ohio Statement University, USA. | Note 4 | - | - | - | |||
| Independent Director | The Republic of China | Chang, Han-Tang | Male 69 | 2025.05.23 | 3 years | 2025.05.23 | 0 | 0.00% | 0 | 0.00% | - | - | - | - | Technology College | Note 5 | - | - | - | |||
| Independent Director | The Republic of China | Chen, De-Ming | Male 65 | 2025.05.23 | 3 years | 2025.05.23 | 0 | 0.00% | 0 | 0.00% | - | - | - | - | Transportation Engineering and Management, National Chiao Tung University | - | - | - | - |
Note 1: Chairperson, Leadtek BioMed Inc.; Leadtek Sports, Entertainment, and Media, Inc.
Note 2: Chairperson, Ablecom Technology Inc.; Chairperson, Ableplus Precision Industry Inc.; Director, Compuware Technology Inc.; Director, Ablecom Technology SDN BHD.; Chairperson, Jie Teng Investment Co., Ltd.; Chairperson, Yi Zhan Investment Co., Ltd.; Chairperson, Jiexun Pecision Industry Co., Ltd.; Chairperson, Abletop Precision Industry Co., Ltd.; Chairperson, Yongxun Technology Co., Ltd; Chairperson, Ableworld Technology Inc.; Chairperson, Ablepro Technology Inc.; Chairperson, Supermicro Management Consulting Inc.
Note 3: Chairperson, Compuware Technology Inc. Chairperson, Compuware (Dongguan) Intelligent Technology Inc.; Director, Ablecom Technology Inc.; Director, Compuware Technology SDN BHD; Chairperson, Ablestnet Computer Inc.
Note 4: Independent Director, Advanced International Multitech Co., Ltd.; Independent Director, Tainan Enterprise (Cayman) Co.
Note 5: Supervisor, Risecom Corporation
2. Major shareholders of the institutional shareholders
April 5, 2025
| Name of Institutional Shareholders | Major Shareholders |
|---|---|
| Ablecom Technology Inc. | Globelight International Technology Inc.(11.99%), Liao Chun-Mei(11.72%), Wei Chen International Investment Co. Ltd.(11.13%), Yi Zhan Investment Co., Ltd.(8.94%), Liang Jian-Fa(7.97%), Liang Jian-Kuo(6.52%), Liu Chiu-Chu(5.59%), Liang Jian-Hou(4.87%), Top Investment Inc.(4.32%), Chang Jian-Tsun(4.16%) |
| Compuware Technology Inc. | Ablecom Technology Inc.(14.87%), Jie Teng Investment Co.,Ltd.(13.73%), Yi Zhan Investment Co., Ltd.(11.26%), Ablestnet Computer Inc.(9.18%), Wei Chen International Investment Co., Ltd.(8.92%), Liao Chu-Mei(8.59%), Liang Jian-Da(6.48%), Liang Jian-Kuo(3.58%), Tsai Chi-Chen(3.50%), Liang Jian-Fa(3.44%) |
3. Major shareholders of the Company's major institutionalshareholders
| Name of Institutional Shareholders | Major Shareholders |
|---|---|
| Globelight International Technology Inc. | Liu, Hung-Yi(100%) |
| Wei Chen International Investment Co. Ltd. | International Business Server Company Limited(100%) |
| Yi Zhan Investment Co., Ltd. | Liang Jian-Fa(24.68%), Chang Jian-Tsun(24.38%),Ziyao Investment Co., Ltd(11.04%), Yuha Investment Co., Ltd.(11.04%), Antibond Investment Co.,Ltd.(11.04%), Others(17.82%) |
| Top Investment Inc. | Cheng Ching-Yang(48%), Cheng Liang Feng-Chiao(25%), Cheng Kun-Jih(25%), Cheng Chun-Lin(1%). Cheng Chun-Ying(1%) |
| Jie Teng Investment Co., Ltd. | International Business Server Company Limited(100%) |
| Ablestnet Computer Inc. | Liang Jian-Da(17%), Chen Fang-Yu(16%), Liang Chia-Yin(22%), Liang Yu-Ching(22%), Liang Hung-Yi(22%) |
- Professional qualifications of directors and independence of independent directors:
| Name | Identity | Criteria | Professional Qualifications and Experience | Status of Independence | Number of public companies in which concurrently serves as an independent director |
|---|---|---|---|---|---|
| Chairman | Lu Kun-Shan | With over five years of experience required by the Company’s operations and is currently the chairman and CEO of Leadtek. No violation of any part of Article 30 of the Company Act. | The Company’s independent directors all met the following independence conditions two years before their election and during their term of office: | ||
| (1) Not an employee of the Company or any of its affiliates. | |||||
| (2) Not a director or supervisor the Company of its affiliates (except for independent directors of the Company or its parent/subsidiaries or any subsidiaries of the same parent appointed in accordance with the Company Act or laws of the registered country). | None | ||||
| Director | Ablecom Technology Inc. | ||||
| Rep.: Liang, Jian-Fa | With over five years of experience required by the Company’s operations and is currently the of chairman Ablecom Technology Inc. No violation of any part of Article 30 of the Company Act. | (3) Not a natural-person shareholder holding shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of one percent or more of the total issued shares of the Company or ranking in the top 10 in holdings. | |||
| (4) Not a spouse, relative within the 2nd degree of kinship, or lineal relative by consanguinity within the 3rd degree of kinship or closer to the officers as stipulated in (1) or persons stipulated in (2) and (3). | None | ||||
| Director | Compuware Technology Inc. | ||||
| Rep.: Liang, Jian-Da | With over five years of experience required by the Company’s operations and is currently the chairman of Compuware Technology Inc. No violation of any part of Article 30 of the Company Act. | (5) Not a director, supervisor, or employee of a corporate shareholder directly holding five percent or more of the Company’s total issued shares or ranked among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under paragraphs 1 and 2, Article 27, the Company Act (except for independent director positions in the Company and its parent/subsidiaries or any subsidiaries of the same parent appointed in accordance with the Company Act or laws of the registered country). | None | ||
| Independent Director | Ho Yao-Hung | With over five years of experience required by the Company’s operations and has been a partner and executive VP of KPMG Advisory Services Co., Ltd. No violation of any part of Article 30 of the Company Act. | (6) Not a director, supervisor or employee of any company controlled by the same person holding a majority of the director seats or voting shares of the Company (except for independent director positions in the Company or the parent, subsidiaries or any subsidiaries of the same parent appointed in accordance with the Company Act, or laws of the registered country). | ||
| (7) Not a director, supervisor or employee of any company who is the same person as, or the spouse of, chairman and president or equivalent of the Company (except for independent director | 2 |
| Name Identity | Criteria | Professional Qualifications and Experience | Status of Independence | Number of public companies in which concurrently serves as an independent director |
|---|---|---|---|---|
| Independent Director | Chang Hang-Tang | With over five years of experience required by the Company's operations and has been the Director and Supervisor of Risecom Corporation. No violation of any part of Article 30 of the Company Act. | positions in the Company or the parent/subsidiaries or any subsidiaries of the same parent appointed in accordance with the Company Act, or laws of the registered country). (8) Not a director, supervisor, officer, or shareholder holding more than 5% ownership interest in any companies or institutions that have financial or business relationship with the Company (except for specific companies or organizations holding more than 20% but less than 50% of the Company's total issued shares. an independent director of the Company or the parent/subsidiaries or any subsidiaries of the same parent appointed in accordance with the Company Act, or laws of the registered country). (9) Not a professional individual, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliated company of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliated company of the Company for which the provider in the past 2 years has received cumulative compensation not exceeding NT$500,000, or a spouse thereof, except for a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations. (10) Not a spouse or relative within the 2nd degree of kinship or closer to any other directors. (11) No violation of any part of Article 30 of the Company Act. (12) Article 27 of the Company Law does not stipulate that the government, legal person or its representative be elected. Description: All independent directors comply with all the above requirements. | None |
| Independent Director | Chen De-Ming | With over five years of experience required by the Company's operations and has been the senior sales director of Compal Electronics Inc. and GM of Lite-on Technology Inc. (Germany). No violation of any part of Article 30 of the Company Act. | None |
- Board diversity:
Based on the Company's policy of diversity and strengthening corporate governance and promoting the development of a sound board composition and structure, the Company nominates candidates for directors in accordance with the provisions of the Company's Articles of Association using a candidate nomination system. The system evaluates each candidate's academic qualifications, professional background, integrity or relevant professional qualifications, and after approval by the Board of Directors, the candidates are submitted to the shareholders' meeting for election. The members of the Board of Directors formulate appropriate diversity policies based on their own operations, operating models and development needs. In order to achieve the goal of corporate governance, Article 20 of the Company's Corporate Governance Code stipulates that the Board of Directors as a whole should possess the following capabilities: (1) Business judgment ability (2) Accounting and financial analysis ability (3) Business management ability (4) Crisis management ability (5) Industry knowledge (6) International market perspective (7) Leadership ability (8) Decision-making ability.
Several members of the Company's Board of Directors have many years of experience in the information and electronics industry, another has experience in multinational corporate operations management, and another has management and financial accounting expertise. The diversity, complementarity, and implementation of the board of directors meet the standards set forth in Article 20 of the "Corporate Governance Code of Practice." The diversity policy will be updated as appropriate based on the board's operations, business model, and development needs. This will include, but is not limited to, standards in two key areas: basic qualifications and values, and professional knowledge and skills, to ensure that board members possess the knowledge, skills, and qualities necessary to perform their duties.
8
Currently, with the exception of the Chairman, no board member serves concurrently as a company manager. No independent director has served more than three consecutive terms. However, the board is currently comprised entirely of men, and we will strive to increase the proportion of directors of either gender to one-third of the board seats.
| Core Diversity Name | Basic Composition | Professional Background | Professional Knowledge and Skills | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Employee Status | Age | Service Length of Independent Director (less than 3 years) | 71-80 years old | 61-70 years old | 71-80 years old | Occupational judgment ability | Business management ability | Leadership ability | Crisis management ability | Industry knowledge | ||||
| Director | Lu Kun-Shan | The Republic of China | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
| Ablecom Technology Inc. Rep:Liang Jian-Fa | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Compuware Technology Inc. Rep:Liang Jian-Da | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Independent Director | Ho Yao-Hung | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
| Chang Hang-Tang | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Chen De-Ming | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
4. Independence of independent directors:
Currently, the Board is seated by 7 directors, including 3 directors and 4 independent directors, and the proportion of the latter is $57\%$ . By the end of 2024, all independent directors have met the requirements for independent directors as requested by the Securities and Futures Bureau (SFB) of the Financial Supervisory Commission (FSC). Additionally, no directors or independent directors have violated Article 26-3, paragraphs 3 and 4, Securities and Exchange Act.
(II) Data of the president, vice presidents, assistant vice presidents, and heads of departments and branch offices
April 5, 2026
Unit: shares
| Title | Nationality | Name | Gender | Date of inauguration | Shareholding | Shares held by spouse and underage children | Shares held by proxy | Main career (academic) chievements | Concurrent positions in other companies | Spouse or relatives of 2nd degree or closer acting as managers | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Title | Name | Relationship | |||||||||
| President | The Republic of China | Liang, Chuan-Chieh | Male | 2024.12.03 | 12,000 | 0.01 | 1,089 | - | - | - | MBA University of Dubuque | Note 1 | - | - | - | - |
| Vice President | The Republic of China | Lee Cheng-Sin | Male | 2024.03.01 | 12,400 | 0.01 | - | - | - | - | Electrical Engineering, National Chiao Tung University | - | - | - | - | - |
| Vice President | The Republic of China | Chou Shih-Wei | Male | 2005.01.01 | 13,620 | 0.01 | - | - | - | - | Electrical Engineering, Chinese Culture University | - | - | - | - | - |
| Vice President | The Republic of China | Wang Chia-Hung | Male | 2023.03.01 | - | - | - | - | - | - | Master, Information Management Chang Gung University | - | - | - | - | - |
| Vice President | The Republic of China | Chang Shen | Male | 2016.11.07 | - | - | - | - | - | - | Master, Accounting, National Cheng Chi University | - | - | - | - | - |
| Vice President | The Republic of China | Yu Chao-Jung | Female | 2016.08.01 | - | - | - | - | - | - | Master, Applied Chemistry, National Chiao Tung University Master, Law, Soochow University | - | - | - | - | - |
Note 1: President, AblePlus Precision Industry Inc.; Special Assistant, Ablecom Technology Inc.; Director, Ableworld Technology Inc.
II. Remuneration for directors, supervisors, the president, and vice presidents in the most recent accounting year:
(I) Remuneration for directors
Unit: NTD thousands
| Title | Name | Director's remuneration | The sum of A, B, C and D, and the percentage of net income | Compensation as company employee | The sum of A, B, C, D, E, F, and G, and the percentage of net income | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Separation Pension (B) | Remuneration for Directors (C) | Pay for Professional Practice (D) | Salaries, bonuses, special allowances etc (E) | Separation Pension (F) | Employee Compensation (G) | ||||||||||||||||
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | ||||||||||||
| Amount paid in cash | Amount paid in shares | Amount paid in cash | Amount paid in shares | |||||||||||||||||||
| Chairman | Lu Kun-Shan | 1,200 | 1,200 | 0 | 0 | 0 | 0 | 0 | 1,200 | 1,200 | 660 | 660 | 0 | 0 | 0 | 0 | 0 | 0 | 1,860 | 1,860 | 0 | |
| Director | Ablecom Technology Inc. Rep.:Liang Jian-Fa | 600 | 600 | 0 | 0 | 0 | 0 | 18 | 18 | 618 | 618 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 618 | 618 | 0 | |
| Director | Compuware Technology Inc. Rep.:Liang Jian-Da | 600 | 600 | 0 | 0 | 0 | 0 | 12 | 12 | 612 | 612 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 612 | 612 | 0 | |
| Director | Liang Chuan-Chieh | 250 | 250 | 0 | 0 | 0 | 0 | 0 | 0 | 250 | 250 | 3,225 | 3,225 | 0 | 0 | 0 | 0 | 0 | 3,475 | 3,475 | 0 | |
| Independent Director | Ho Yao-Hung | 720 | 720 | 0 | 0 | 0 | 0 | 18 | 18 | 738 | 738 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 738 | 738 | 0 | |
| Independent Director | Chang Hang-Tang | 420 | 420 | 0 | 0 | 0 | 0 | 9 | 9 | 429 | 429 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 429 | 429 | 0 |
| Time | Time | Director's remuneration | The sum of A, B, C and D, and the percentage of net income | Compensation as company employee | The sum of A, B, C, D, E, F, and G, and the percentage of net income | All companies included in the financial statements | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Separation Pension (B) | Remuneration for Directors (C) | Pay for Professional Practice (D) | Salaries, bonuses, special allowances etc (E) | Separation Pension (F) | Employee Compensation (G) | |||||||||||||||
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | |||
| Independent Director | Chen Der-Ming | 420 | 420 | 0 | 0 | 0 | 0 | 9 | 429 | 429 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 429 | 429 | 0 |
| Independent Director | Shen An-Shih | 300 | 300 | 0 | 0 | 0 | 0 | 6 | 306 | 306 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 306 | 306 | 0 |
| Independent Director | Liu Cheng | 300 | 300 | 0 | 0 | 0 | 0 | 6 | 306 | 306 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 306 | 306 | 0 |
| Independent Director | Liu Ju-Chi | 300 | 300 | 0 | 0 | 0 | 0 | 9 | 309 | 309 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 309 | 309 | 0 |
Note: Shen An-Shih, and Liu Ju-Chi resigned on 2025/05/22; Chang Hang-Tang, and Chen Der-Ming were elected on 2025/25/23; Liang Chuan-Chieh were elected on 2025/05/23, and dismissed on 2025/10/09.
(II) Remuneration for the president and vice presidents:
Unit: NTD thousands
| Title | Name | Salary (A) | Separation pension (B) | Bonuses and special allowances etc (E) (C) | Amount of remuneration for employees (D) | Sum of A, B, C and D, and the percentage of net income (%) | Remuneration from investees other than subsidiaries or the parent company | - | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | ||||||||||
| President | Liang Chuan-Chieh | 15,106 | 15,106 | 1,597 | 1,597 | 2,133 | 2,133 | - | - | - | - | 18,816 | 18,816 | 18,816 | - |
| Strategic Officer | Lu Kun-Shan | ||||||||||||||
| Vice President | Lee Cheng-Sin | ||||||||||||||
| Vice President | Chou Shih-Wei | ||||||||||||||
| Vice President | Wang Chia-Hung | ||||||||||||||
| Vice President | Chang Shen | ||||||||||||||
| Vice President | Yu Chao-Jung | ||||||||||||||
| Vice President | Chuang Chen-Ming | ||||||||||||||
| Vice President | Hsiung Mu-Wen | ||||||||||||||
| Vice President | Yu Chin-Chang |
Note: Lu Kun-Shan resigned on 2025/03/31, Hsiung Mu-Wen and Yu Chin-Chang retired on 2025/01/15, and Chuang Chen-Ming resigned on 2025/01/31.
| Range of remuneration to the President and Vice Presidents | Name of President and Vice Presidents | |
|---|---|---|
| The Company | All companies included in the financial statements | |
| Below NT$ 1,000,000 | Lu Kun-Shan, Hsiung Mu-Wen, Yu Chin-Chang | Lu Kun-Shan, Hsiung Mu-Wen, Yu Chin-Chang |
| NT$ 1,000,000 (inclusive) - 2,000,000 (exclusive) | Chuang Chen-Ming | Chuang Chen-Ming |
| NT$ 2,000,000 (inclusive) - 3,500,000 (exclusive) | Liang Chuan-Chieh, Lee Cheng-Sin, Chou Shih-Wei, Wang Chia-Hung, Chang Shen, Yu Chao-Jung | Liang Chuan-Chieh, Lee Cheng-Sin, Chou Shih-Wei, Wang Chia-Hung, Chang Shen, Yu Chao-Jung |
| NT$ 3,500,000 (inclusive) - 5,000,000 (exclusive) | ||
| NT$ 5,000,000 (inclusive) ~ 10,000,000 (exclusive) | ||
| NT$ 10,000,000 (inclusive) - 15,000,000 (exclusive) | ||
| NT$ 15,000,000 (inclusive) - 30,000,000 (exclusive) | ||
| NT$ 30,000,000 (inclusive) - 50,000,000 (exclusive) | ||
| NT$ 50,000,000 (inclusive) - 100,000,000 (exclusive) | ||
| NT$ 100,000,000 and above | ||
| Total | 10 persons | 10 persons |
(III) The five officers with the highest remuneration:
Unit: NTD thousands
| Title | Name | Salary (A) | Separation pension (B) | Bonuses and special allowances etc (C) | Amount of remuneration for employees (D) | Sum of A, B, C and D, and the percentage of net income (%) | Remuneration from investees other than subsidiaries or the parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | All companies included in the financial statements | The Company | ||||||
| Amount paid in cash | Amount paid in shares | Amount paid in cash | Amount paid in shares | Amount paid in cash | Amount paid in shares | |||||||||
| President | Liang Chuan-Chieh | 2,905 | 2,905 | 0 | 0 | 320 | 320 | 0 | 0 | 0 | 0 | 3,225 8.85% | 3,225 8.85% | 0 |
| Vice President | Lee Cheng-Sin | 2,505 | 2,505 | 108 | 108 | 303 | 303 | 0 | 0 | 0 | 0 | 2,916 8.00% | 2,916 8.00% | 0 |
| Vice President | Chang Shen | 2,371 | 2,371 | 108 | 108 | 390 | 390 | 0 | 0 | 0 | 0 | 2,869 7.87% | 2,869 7.87% | 0 |
| Vice President | Chou Shih-Wei | 2,138 | 2,138 | 108 | 108 | 291 | 291 | 0 | 0 | 0 | 0 | 2,537 6.96% | 2,537 6.96% | 0 |
| Vice President | Yu Chao-Jung | 1,891 | 1,891 | 108 | 108 | 298 | 298 | 0 | 0 | 0 | 0 | 2,297 6.30% | 2,297 6.30% | 0 |
(IV) Amount of remuneration paid in the past 2 years by the Company and all companies included in the consolidated financial statements to the Company's directors, supervisors, president, and vice presidents
| Year
Item | 2025 | | 2024 | |
| --- | --- | --- | --- | --- |
| | Net profit margin of the Company after payment of remunerations | Net profit margin of the Company and companies included in the consolidated statements after payment of remunerations | Net profit margin of the Company after payment of remunerations | Net profit margin of the Company and companies included in the consolidated statements after payment of remunerations |
| Director | 65.93% | 65.93% | -8.08% | -8.08% |
| President and Vice Presidents | | | | |
In respect of the Company's Articles of Incorporation, directors are salaried each month and enjoy profit sharing. The remuneration for the president and vice presidents includes salary, bonuses, and profit sharing. They are paid based on their positions and contribution to the Company and in consideration of the standard in the industry.
III. Corporate governance
(I) Board operations:
A total of Six Board meetings were held in 2025, and the attendance of directors is as follows:
| Title | Name | Actual attendance count | Attendance by proxy | Actual attendance rate | Remarks |
|---|---|---|---|---|---|
| Chairman | Lu Kun-Shan | 6 | - | 100% | |
| Director | Liang Jian-Fa | 6 | - | 100% | The Rep. of Ablecom Technology Inc. |
| Director | Liang Jian-Da | 5 | 1 | 83% | The Rep. of Compuware Technology Inc. |
| Director | Liang Chuan Chieh | 2 | - | 100% | Elected on 2025/05/23 |
| Dismissed on 2025/10/09 | |||||
| Independent Director | Ho Yao- Hung | 6 | - | 100% | |
| Independent Director | Shen An-Shih | 3 | - | 100% | Resigned on 2025/05/22 |
| Independent Director | Liu Cheng | 2 | 1 | 67% | Resigned on 2025/05/22 |
| Independent Director | Liu Ju-Chi | 3 | - | 100% | Resigned on 2025/05/22 |
| Independent Director | Chang Hang-Tang | 3 | - | 100% | elected on 2025/05/23 |
| Independent Director | Chen Der-Ming | 3 | - | 100% | elected on 2025/05/23 |
Other matters required for reporting
- When any one of the following situations occurs in a Board meeting, state the date and session of the meeting, the content of the concerned proposal(s), the opinion of all independent directors, and the Company's response to such opinions:
(1) Matters stipulated in Article 14-3 of the Securities and Exchange Act: The company has established an audit committee and therefore is not subject to the provisions of Article 14-3 of the Securities and Exchange Act. matter.
(2) Any documented objections or qualified opinions raised by independent directors against the Board resolution in relation to matters other than those described above: None.
- Disclosure regarding avoidance of interest-conflicting proposals, including the names of directors concerned, the proposal content, the nature of conflicting interests, and the voting process:
- Implementation of Board performance evaluation
| Evaluation cycle | Evaluation period | Evaluation scope | Evaluation methods | Evaluation contents |
|---|---|---|---|---|
| Once a year | 2024/1/1-2024/12/31 | 1. Board | ||
| 2. Individual Board members | ||||
| 3. Audit Committee | ||||
| 4. Members of the Remuneration Committee | Self-assessment | 1. Items of Board performance evaluation: | ||
| (1) Degree of engagement with corporate operations | ||||
| (2) Quality of Board decision-making | ||||
| (3) Board composition and structure | ||||
| (4) Election and continuing education of directors | ||||
| (5) Internal control |
-
Items for performance evaluation of individual Board members:
(1) Alignment with the Company’s goals and missions
(2) Awareness towards the directorial roles and responsibilities
(3) Degree of engagement with corporate operations
(4) Management of internal relations and communication
(5) Expertise and continuing education of directors
(6) Internal control -
Performance evaluation of functional committees:
(1) Degree of engagement with corporate operations
(2) Awareness towards the roles and responsibilities of functional committees
(3) Improvement of decision-making quality of functional committees
(4) Composition and selection of members for functional committees
(5) Internal control | -
Goals for Board competency enhancement in the current and the most recent years:
(1) The Board instructs corporate strategies, supervises the management, and implement and arrange matters in relation to corporate governance. It answers to the Company and Meeting of Shareholders (this is not a meeting but a body)
and exercise its powers in accordance with the Company's Articles of Incorporation or resolutions of the Meeting of Shareholders.
(2) In addition to holding the directorial election, the Audit Committee was established at the AGM on June 10, 2020 to exercise the powers as stipulated in the Company Act, Securities and Exchange Act, and other relevant laws and regulations.
(3) On November 22, 2011, the Remuneration Committee was established to periodically evaluate and determine the remuneration for directors and officers and periodically review the performance of directors and officers and evaluate the policy, system, standard, and structure of their salary and remuneration.
(2) Operations of Audit Committee:
A total of four Audit Committee meetings were held in 2025, and the attendance of independent directors is as follows:
| Title | Name | Actual attendance count | Attendance by proxy | Actual attendance rate | Remarks |
|---|---|---|---|---|---|
| Independent Director | Ho Yao-Hung | 4 | - | 100% | - |
| Independent Director | Shen An-Shih | 1 | 1 | 50% | Resigned on 2025/05/22 |
| Independent Director | Liu Cheng | 1 | 1 | 50% | Resigned on 2025/05/22 |
| Independent Director | Liu Ju-Chi | 2 | - | 100% | Resigned on 2025/05/22 |
| Independent Director | Chang Hang-Tang | 2 | - | 100% | Elected on 2025/05/23 |
| Independent Director | Chen Der-Ming | 2 | - | 100% | Elected on 2025/05/23 |
Other matters required for reporting
- When any one of the following situations occurs in an Audit Committee meeting, state the date and session of the meeting, the content of the concerned proposal(s), the resolutions made at the meeting, and the Company's response to opinions of the Audit Committee:
(1) Matters stipulated in Article 14-5 of the Securities and Exchange Act:
| Date of Audit Committee meeting | Session | Details of agenda | Resolutions made by the Audit Committee | Company's response to the opinions of independent directors |
|---|---|---|---|---|
| 2025/03/03 | 1st Meeting of 2025 | 1. The company's 2024 financial statements and business report. | ||
| 2. The company's 2024 loss make-up proposal. | Unanimous approval of the proposal at the 10th | Approved as proposed |
| Date of Audit Committee meeting | Session | Details of agenda | Resolutions made by the Audit Committee | Company's response to the opinions of independent directors |
|---|---|---|---|---|
| 3. Declaration of the internal control system for 2024. | ||||
| 4. Improvement plan for extension for one year of repayment for loans to Leadhope International Inc. with insolvency. | ||||
| 5. The appointment and remuneration of the accountant who will certify the company’s 2024 financial statements. | ||||
| 6. Internal auditor supervisor change prosposal. | meeting (2025.03.03) of the 2nd Audit Committee. | |||
| 2025/05/12 | 2nd Meeting of 2025 | 1. The consolidated financial statements of the company for the first quarter of 2025. | ||
| 2. Improvement plan for extension for one year of repayment for loans to Leadhope International Inc. with insolvency. | Unanimous approval of the proposal at the 11th meeting (2025.05.12) of the 2nd Audit Committee. | Approved as proposed | ||
| 2025/08/11 | 3rd Meeting of 2025 | 1. The consolidated financial statements of the company for the second quarter of 2025. | ||
| 2. Improvement plan for extension for one year of repayment for loans to Leadhope International Inc. with insolvency. | ||||
| 3. It is proposed to proceed cash capital increase by issuing new shares in 2025. | Unanimous approval of the proposal at the 12th meeting (2025.08.11) of the 2nd Audit Committee. | Approved as proposed | ||
| 2025/11/13 | 4th Meeting of 2025 | 1. The consolidated financial statements of the company for the third quarter of 2025. | ||
| 2. Revising the general principle of pre-approved non-confirmation service policy. | Unanimous approval of the proposal at the 13th meeting (2025.11.13) of the 2nd Audit Committee. | Approved as proposed |
(2) Resolutions adopted with the approval of two thirds or more of all directors, without having been passed by the Audit Committee of the Company in addition to the above matters: None.
- Disclosure regarding avoidance of interest-conflicting proposals, including the names of independent directors concerned, the proposal
content, the nature of conflicting interests, and the voting process: None.
- Communication of independent directors with internal auditors and CPAs (on material items and methods and outcomes of communication regarding the Company's financial and business positions):
(1) Based on the annual audit program, the chief internal auditor periodically reports a summary report to the Audit Committee. The Audit Committee also evaluates the Company's internal audit system, internal auditors, and their work performance.
(2) The Audit Committee is formed with independent directors. CPAs report to independent directors the audit outcomes of the Company's annual financial statements.
Summary of communication between independent directors and CPAs:
| Date | Communication items | Communication results |
|---|---|---|
| 2025/03/03. | 1. The audit review of the Company's individual and consolidated financial reports for the year of 2024. | |
| 2. Key audit items of 2024 | ||
| 3. Important legal updates | The 2024 financial reports have been approved by the Audit Committee and reported to the Board for approval by resolution. | |
| 2025/11/13. | 1. The audit review of the Company's consolidated financial reports for the second quarter of 2025. | |
| 2. Important legal updates | The 2025 Q2 financial reports have been approved by the Audit Committee and reported to the Board for approval by resolution. |
(III) Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies:
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the company established and disclosed its corporate governance principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies”? | V | We have established the “Corporate Governance Best-Practice Principles”. Please visit the Market Observation Post System (MOPS) or our corporate website for details. | No difference | |
| II. Shareholding structure and shareholders’ interests | ||||
| (I) Has the company implemented a set of internal procedures to handle shareholders’ suggestions, queries, disputes, and litigations? | ||||
| (II) Does the Company retain at all times a register of major shareholders who own a relatively high percentage of shares and have controlling power, and of the persons with ultimate control over those major shareholders? | V | We have appointed corporate spokespersons and deputy spokespersons to take charge of the related matters, and the legal unit and legal consultant will take charge of law-related matters. | ||
| We have also assigned a professional shareholder services agent to take charge of shareholder-related matters. Additionally, a shareholder liaison has been appointed to keep close contacts with the professional shareholder services agent to keep informed of shareholder-related issues at all times. | No difference |
21
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Has the company established and implemented risk management and firewall mechanisms between its affiliates? | V | We have established the “Procedures for Trading with Related Parties, Specific Companies, and Group Affiliates” and management procedures of internal control and internal audit to effectively control risks. |
We have established the “Procedures for Ethical Management and Guidelines for Conduct” stipulation the prohibition of insider trading, the “Procedures for Handling Material Inside Information” and other internal controls of management for “management of insider trading prevention” to protect and maintain the rights and interests of investors and the Company. | No difference |
| (IV) Has the company established internal policies that prevent insiders from trading securities against non-public information? | | | | No difference |
| III. Composition and duties of the Board | | | | |
| (I) Has the board established and implemented diversified policies and specific and reasonable goals? | V | | Board members have different professional backgrounds and different areas of specialization to ensure the robust Board structure. | No difference |
| (II) Apart from establishing the Remuneration Committee and Audit Committee by law, has the company voluntarily | V | | We have established the Remuneration Committee and Audit Committee by law and will establish other functional committees as necessary. | No difference |
22
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) establish other functional committees? | ||||
| Has the company established a set of policies and assessment tools to evaluate the Board's performance, conducted the performance evaluation each year and periodically, reported the evaluation results to the Board, and use them for the reference for determining the remuneration and future nomination of individual directors? | ||||
| (IV) Does the company periodically evaluate the independence of CPAs? | V | The regulations and methods for Board performance evaluation established by the Board on November 13, 2019 stipulate that performance evaluation shall be implemented on the Board, board members, Audit Committee, and Remuneration Committee at least once a year. The Remuneration Committee establishes and periodically reviews the policy and system for performance evaluation of directors and officers and their salary and remuneration. | No difference | |
| V | Each year the Company evaluates the independence(Note 1) of CPAs and requests from the Statement of Independence Compliance. The final evaluation results are reported to the Board. | No difference | ||
| IV. Has the company assigned an appropriate number of competent governance personnel and a chief governance officer to handle matters in relation | V | The Company has appointed a the Finance Division to be responsible for corporate governance affairs, and has designated “Chang-Shen” as the head of corporate governance. His main responsibilities include providing the | No difference |
23
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| to corporate governance? | information required by directors to perform their duties, handling matters related to the meetings of the board of directors and shareholders in accordance with the law, handling company registration and change registration, preparing minutes of the board of directors and shareholders meetings, etc. He is also responsible for matters related to corporate governance. | |||
| V. Has the company established communication channels with stakeholders, created a dedicated stakeholder section on its corporate website, and properly addressed material corporate social responsibility issues that concern stakeholders? | V | We have established an ESG section on the corporate website to provide stakeholders with the relevant information. We also maintain sound relationships with suppliers, customers, financial institutions, and other stakeholders and uphold business ethics and integrity to create win-win for all parties. | No difference | |
| VI. Does the company engage a professional shareholder services agent to handle AGM affairs? | V | We have engaged the Department of Stock affairs Agency of Taishin Securities Co., Limited as the Company's professional shareholder services agent and to take charge of the Company's AGM. | No difference | |
| VII. Information disclosure (I) Has the company established a website to disclose financial, business, and corporate | V | We have established an investor section on the corporate website to disclose the Company's financial, business, and material information, and governance-related information | No difference | |
| marketing? | information required by directors to perform their duties, handling matters related to the meetings of the board of directors and shareholders in accordance with the law, handling company registration and change registration, preparing minutes of the board of directors and shareholders meetings, etc. He is also responsible for matters related to corporate governance. | |||
| VIII. Information and information sharing activities | V | We have established an ESG section on the corporate website to provide stakeholders with the relevant information. We also maintain sound relationships with suppliers, customers, financial institutions, and other stakeholders and uphold business ethics and integrity to create win-win for all parties. | No difference |
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) governance information? | ||||
| Has the company adopted other means to disclose information (e.g., erection of an English website, assignment of specific personnel to collect and disclose corporate information, implementation of a spokesperson system, posting investor conferences on the corporate website)? |
(III) Does the company publish and report the annual financial report within two months at the end of each accounting year and publish the financial statements for Q1, Q2, and Q3 and monthly operation overview by the prescribed time-limit? | V | V | will be published soon.
We have set up an English website and assigned special staff to collect and publish various types of information over this website.
We have assigned spokespersons by law and reported them to the competent authorities.
We have also posted the information of investor conferences on the corporate website.
Does the company periodically publish the annual financial report and the financial statements for Q1, Q2, and Q3 and monthly operation overview as requested by the competent authorities? | No difference
Published and reported by the regulatory time-limit. |
| VIII. Other important information useful to | V | | 1. Employee rights and interests: Apart from treating employees | No difference |
25
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| understand the performance of corporate governance? (Including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, directors and supervisors' training, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the company's purchase of liability insurance for directors and supervisors, etc.) | with sincerity and integrity, we have well-established benefit and training systems and develop mutual trust with employees. | |||
| 2. Employee care: A staff welfare committee has been established to take good care of employees and offer benefits including funding for employee club activities; allowances for weddings, funerals, festivities, and birth of employees; and funding for employee travels. | ||||
| 3. Investor relations: Special staff have been assigned to handle investor relations and investor recommendations. | ||||
| 4. Supplier relations: Apart from upholding the commitment for suppliers and stakeholders and avoiding unnecessary extension of payment, we also maintain a sound relationship with suppliers. | ||||
| 5. Stakeholder relations: We respect and maintain the legal rights and interests of stakeholders. | ||||
| 6. Continuing education of directors: In addition to their professional backgrounds and field management and operation experience in the industry, |
26
| Evaluation Item | Performance | Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| directors also take continuing education courses. (Note 2) | ||||
| 7. Risk management policies and risk assessment standards: Besides establishing various internal regulations, we also engage with risk management and assessment. | ||||
| 8. Customer policy: We enhance quality improvement and technology upgrading to provide customers with the best products and services. | ||||
| 9. Directors and officers liability insurance (D&O): Each year we purchase D&O for directors according to the Articles of Incorporation. | ||||
| IX. Please describe the improvements made according to the results of Corporate Governance Evaluation results of the most recent year published by the TWSE Corporate Governance Center and propose measures for issues pending for improvement. | ||||
| 1. Improvements made in the most recent year: | ||||
| (1) The company website adds video recordings of shareholders' meetings. | ||||
| (2) Disclosure of individual remuneration of directors. | ||||
| 2. Strengthening matters: | ||||
| Company website English information |
27
Note 1: CPA Independence and Competency Evaluation Sheet
| Evaluation Item | Yes | No | Whether it meets the required independence and competence |
|---|---|---|---|
| 1. The CPA did not serve as directors and supervisors of the Company | V | V | |
| 2. The CPA is not a shareholder of the Company | V | V | |
| 3. The CPA does not work part-time in the Company or is engaged in regular work, and is paid | V | V | |
| 4. The CPA has no significant financial interest in the Company | V | V | |
| 5. The CPA has no borrowing from or lending to the Company | V | V | |
| 6. The CPA is not involved in the management function of the Company’s decision making | V | V | |
| 7. The CPA has not served in the Company in the first two years of practicing | V | V | |
| 8. Receipt of a declaration of independence by the CPA | V | V | |
| 9. The CPA has not provided the Company’s audit certification service for 7 consecutive years | V | V | |
| 10. There are no interaction issues between the CPAs and management, governance units, and the internal audit supervisor. | V | V | |
| 11. The quality of audit and tax services meets the requirements in a timely and effective manner. | V | V | |
| 12. The Company’s financial report has not been litigated or corrected by the competent authority. | V | V | |
| 13. Acquire the AQIs and perform the assessment: | |||
| (1) Professional indicator (audit experience, training hours, turnover rate, and professional support) – sufficient | |||
| (2) AQI indicator (CPA’s load, engagement in audits, EQC recheck status, and quality control support support ability) – sufficient | |||
| (3) Independence (proportion of non-audit services and customer familiarity) – no abnormal situation | |||
| (4) Supervision (defects found in external inspections and disposition, and the competent authority’s reminder for improvement) – no abnormal situation | V | V |
28
Note 2 Continuing education of directors in 2025 and by the date of report publication:
| Title | Name | Course date | Organizer | Course name | Training hours | education in the year | Total hours of continuing | |
|---|---|---|---|---|---|---|---|---|
| From | To | |||||||
| Independent Director | Ho Yao-Hung | 2025/01/15 | 2025/01/15 | Securities & Futures Institute | New Thinking Behind the Semiconductor Industry Revolution of Artificial Intelligence | 3.0 | 18.0 | |
| 2025/07/09 | 2025/07/09 | Taiwan Stock Exchange | 2025 Cathay Pacific Sustainable Finance and Climate Change Summit | 6.0 | ||||
| 2025/10/03 | 2025/10/03 | Taiwan Academy of Banking and Finance | Corporate Governance Forum | 3.0 | ||||
| 2025/12/15 | 2025/12/15 | Taiwan Institute Directors | Towards 2026: Steering Asia and Building a Visionary Corporate Blueprint | 3.0 | ||||
| 2026/02/10 | 2026/02/10 | ESG World Citizens & Digital Governance Foundation | Board of Directors' Strategies for the Taiwan-US Tariff and Investment Agreement | 3.0 | ||||
| Independent Director | Chang Hang -Tang | 2025/08/22 | 2025/08/22 | The Chinese National Association of Industry and Commerce | Company Directors and Supervisors Training – “2025 Taishin Shin Kong Clean Zero Summit Forum” | 3.0 | 6.0 | |
| Independent Director | Chen Der-Ming | 2025/08/22 | 2025/08/22 | The Chinese National Association of Industry and Commerce | Company Directors and Supervisors Training – “2025 Taishin Shin Kong Clean Zero Summit Forum” | 3.0 | 9.0 |
(IV) Composition, responsibility, and operations of the remuneration committee:
- Data of members of the Remuneration Committee
| Identity | Name | Professional Qualifications and Experience | Status of Independence | Number of other public companies in which concurrently serves as Remuneration Committee member |
|---|---|---|---|---|
| Independent Director | Ho Yao-Hung | Please refer to the Data of Directors in p. 5. | 2 | |
| Independent Director | Chang Hang-Tang | Please refer to the Data of Directors in p. 5. | - | |
| Independent Director | Chen Der-Ming | Please refer to the Data of Directors in p. 5. | - |
- Operations of the Remuneration Committee
(1) The Company's Remuneration Committee is seated by 3 members.
(2) The term of the 4th Remuneration Committee: From November 1, 2023 to the end of the term of the 13th Board.
A total of 2 Remuneration Committee meetings were held in 2025, and the attendance of committee members is as follows:
| Title | Name | Actual attendance count | Attendance by proxy | Percentage of actual attendance (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Ho Yao- Hung | 2 | 0 | 100% | - |
| Committee member | Shen An-Shih | 1 | 0 | 100% | Resigned on 2025/05/22 |
| Committee member | Liu Cheng | 1 | 0 | 100% | Resigned on 2025/05/22 |
| Committee member | Chang Hang-Tang | 1 | 0 | 100% | Elected on 2025/05/22 |
| Committee member | Chen Der-Ming | 1 | 0 | 100% | Elected on 2025/05/22 |
| Other remarks: I. If a proposal of the remuneration committee is rejected or amended at a board meeting, state the date and session of the meeting, the content of the concerned proposal, the resolutions made at the board meeting, and the company’s response to opinions of the remuneration committee’s opinions (if salary and remuneration approved at the board meeting are better than the recommendation of the remuneration committee, state the differences and their causes): None. II. When there are documented objections or qualified opinions to the resolution made by a committee member at the remuneration committee meeting, state the date and session of the committee meeting, the content of the concerned proposal, the opinions of all committee members, and the response to opinions of members: None. |
- Information on the operation of the Nomination Committee:
The Company does not have a Nomination Committee.
(V) Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies:
| Evaluation Item | Performance | Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the company developed a governance framework for sustainable development and established a full- (part-) time unit to promote sustainable development under the supervision of top management with board authorization and the board? | V | Our company has established a "Sustainability and Risk Management Committee" to coordinate and implement corporate social responsibility, sustainability direction and goals, related management policies, and specific implementation plans. The General Manager serves as the convener, and a division-level manager from the Operations Management Department is appointed as the Sustainability Chief. Committee members include division-level managers from various departments. The committee is responsible for integrating relevant departments to ensure the smooth implementation of ESG/sustainable operations. It regularly monitors the implementation of annual targets in each area according to the sustainability indicator disclosure standards of international reporting organizations, ensuring the realization of the company's vision and short-, medium-, and long-term goals, and reports regularly to the Board of Directors. | No difference |
31
| Evaluation Item | Performance | Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| II. Has the company assessed the social, environmental, and governance (ESG) risks relating to corporate operations and established policies or strategies relating to risk management according to the principle of materiality? | V | In accordance with our "Risk Management Policy and Procedures", we identify potential risk factors for operational, financial, strategic, environmental, legal and other risks, assess the likelihood of risk occurrence, evaluate the potential impact on the company, and further conduct risk management to keep risks within an acceptable range. | No difference | |
| III. Environmental issues | ||||
| (I) Has the company developed an appropriate environmental management system based on the industry-specific characteristics? | V | Our company has established an "Environmental Assessment Operating Procedure," and all environmental and safety operations are conducted in accordance with laws and regulations. We regularly track and report waste generation, set waste reduction targets, promote resource recycling concepts, and implement various energy-saving plans to achieve the goal of energy conservation and environmental protection. Our company is ISO-14001 (International Standard for Environmental Management) certified and undergoes regular audits and assessments. | No difference | |
| (II) Is the company committed to enhancing efficiency various resources and | V | Our company is committed to improving energy efficiency and using environmentally friendly and recycled materials. | No difference |
32
| Evaluation Item | Performance | Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) energy and using recycled materials with lower environmental impact? | ||||
| Has the company assessed the current and future potential climate-related risks and opportunities and taken corresponding counteractions for climate-related issues? | V | Our company continuously assesses the risks and opportunities posed by climate change and takes corresponding measures, such as using insurance to mitigate potential losses from disasters and seeking business transformation and breakthroughs. | No difference | |
| (IV) Has the company produced statistics on GHG emissions, water consumption, and total weight of waste in the past two years and established policies to reduce GHG, water consumption, and waste? | V | Our company has conducted greenhouse gas inventory checks for the past two years, and water consumption and waste are regularly recorded and monitored. We also conduct relevant outreach to our employees. | No difference | |
| IV. Social issues | ||||
| (I) Has the company developed its policies and procedures in accordance with laws and International Bill of Human Rights? | ||||
| (II) Has the company established and implemented a reasonable employee benefit policy | V | Our company adheres to relevant laws and regulations, as well as international human rights conventions, and has established human rights policies and work rules. | No difference | |
| V | Our company has a performance appraisal procedure, conducting regular employee performance reviews as the basis for bonus | No difference |
| Evaluation Item | Performance | Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (including remuneration, leave, and other benefit) and reflected the operating performance or results to the remuneration for employees adequately? | ||||
| (III) Has the company provided employees with a safe and healthy workplace environment and implemented health and safety education for employees periodically? | ||||
| (IV) Has the company established effective competency development training plans for employees? | ||||
| (V) Has the company complied with the relevant laws and international practices with respect to customer health and safety, customer privacy, and marketing and labeling for its products and services and established policies and grievance procedures relating to consumer and | V | distribution, promotions, and salary adjustments. Our leave and welfare policies comply with or exceed relevant laws and regulations. |
Our company conducts regular employee health checkups and has contracted occupational health professionals to care for employee health. We regularly conduct safety, health, and safety-related training courses to provide employees with a good working environment.
Our company continuously provides employees with professional and management skills through internal and external education and training.
Our company's products and services comply with relevant laws and regulations and international standards, and are insured with product liability insurance, providing customers and consumers with clear warranty services and privacy protection. Related information can be found on the company website. | No difference |
34
| Evaluation Item | Performance | Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (VI) customer protection? Has the company established a supplier management policy requesting suppliers to comply with the relevant legal and regulatory requirements for environmental protection, occupational safety and health, or labor human rights and reviewing the performance of such a policy? | V | Our company has a supplier code of conduct and regularly conducts social and environmental responsibility audits and assessments of suppliers to understand their implementation of relevant issues. | No difference | |
| V. Has the Company prepared the the sustainability report to disclose the company's non-financial information in accordance with the internationally accepted reporting standards or guidelines? Has the company applied for third-party verification or assurance for the said report? | V | Our company has established procedures for the preparation and verification of sustainability reports, and we prepare sustainability reports in accordance with internationally accepted standards. | The verification by a third-party organization has not been obtained. | |
| VI. If the company has established its own “Sustainable Development Best Practice Principles”corporate social responsibility code of conducts in accordance with the Sustainable Development Best Practice Principles for TWSE/TPEX-Listed Companies, state current practices and deviations from the Principles: We have established the “Sustainable Development Best Practice Principles” to define our practices for environmental management, social welfare, human rights, stakeholder rights and interests, and local communities. It is also posted on our corporate website. |
35
| Evaluation Item | Performance | Deviation and causes of deviation from Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| VII. Other important information useful to understand the operation of corporate social responsibility: | ||||
| (I) Workplace health and safety: | ||||
| We offer rich healthcare resources to employees and care about employee health over the cloud health management system and by organizing diversified health talks. | ||||
| (II) Taiwan iSport certification | ||||
| Our efforts in developing the habit of regular exercise in employees and support for the development of the sport industry have been rewarded by the Taiwan iSport certification by the Sports Administration, Ministry of Education. |
36
Status of our company's implementation of climate-related information
| Items | Implementation status |
|---|---|
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. | 1. The Board of Directors is the highest oversight and decision-making body for the company's climate issues. The General Manager serves as the convener for senior management, appointing department heads as Sustainability Chiefs, with each department head serving as a committee member. This committee plans and implements the company's sustainability goals, assesses various risk scenarios including climate change, formulates adaptation and response strategies, and reports to the Board. |
| 2. Describe how identified climate risks and opportunities affect the company's business, strategy, and finances (short-term, medium-term, and long-term). | 2. The anticipated risks and opportunities, impact timelines, and financial impacts of climate change have been identified and described. Short-term risks and opportunities include rising electricity costs, rising raw material costs, and improved sustainability information disclosure enhancing the company's positive image. Medium-term risks include war, extreme weather events leading to supply chain/logistics disruptions and increased costs. Long-term risks include the need for the company to adjust capital expenditures to align with net-zero emissions trends. |
| 3. Describe the financial impact of extreme weather events and transition actions. | 3. Extreme weather may cause supply disruptions or delays. Furthermore, the company must invest corresponding human and technological resources in its transformation efforts in response to laws and trends, which will increase operating costs in the short term but will contribute to enhancing the company's competitiveness in the long term. |
| 4. Describe how the processes for identifying, assessing, and managing climate risks are | 4. Each responsible unit should plan and respond to potential climate risks in its |
37
| integrated into the overall risk management system. | various operations, appropriately adjusting relevant operational methods and management procedures, and continuously monitoring and reviewing the implementation of risk management. |
|---|---|
| 5. If scenario analysis is used to assess resilience to climate change risks, explain the scenarios, parameters, assumptions, analytical factors, and key financial impacts used. | 5. The company has not yet used scenario analysis to assess its resilience to climate change risks. |
| 6. If there is a transition plan to manage climate-related risks, describe the plan's content and the indicators and objectives used to identify and manage entity and transition risks. | 6. None. |
| 7. If internal carbon pricing is used as a planning tool, explain the basis for price setting. | 7. None. |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning timeline, and the annual progress should be described. If carbon offsets or renewable energy certificates (RECs) are used to achieve the targets, the source and quantity of the carbon reduction credits or the number of RECs should be described. | 8. None. |
| 9. Greenhouse gas inventory and confidence status, reduction targets, strategies, and specific action plans (to be filled in separately on 1-1 and 1-2). | 9. See Tables 1-1 and 1-2 below for details. |
1-1 The company's greenhouse gas inventory and assurance status for the most recent two years
(1) Greenhouse gas inventory information
Emissions (metric tons of CO2e), concentration (metric tons of CO2e/million RMB) and scope of data coverage for the most recent two years.
| Items | Year | 2024 | 2025 |
|---|---|---|---|
| Category 1 | 47.0949 | 43.1983 | |
| Category 2 | 666.3207 | 550.0604 | |
| Category 3 | - | - | |
| Greenhouse gas emission intensity (Note) (metric tons CO2e/NT$1,000) | 0.000166 | 0.000134 |
Note 1: Category 1: Emissions directly from sources owned or controlled by the company.
Category 2: Indirect greenhouse gas emissions resulting from the input of electricity, heat, or steam.
Category 3: Emissions generated by the company's activities that are not indirect energy emissions but originate from emission sources owned or controlled by other companies.
(2) Greenhouse gas confidence information: Full confidence information will be disclosed in the sustainability report.
1-2 2025 Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans
| It should describe the base year for greenhouse gas reduction and its data, reduction targets, strategies and specific action plans, and the status of achieving the reduction targets. |
|---|
| Since 2024, our company has independently completed greenhouse gas inventory covering Category I and Category II. As a company with a capital of less than NT$5 billion, according to the Financial Supervisory Commission’s letter No. 11203852314, we expect to complete the disclosure of carbon reduction targets, strategies and specific action plans from 2027 onwards, and carry out relevant confirmation work or third-party verification in accordance with the prescribed schedule. |
(VI) Implementation of ethical management and deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies?
| Evaluation Item | Performance | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Establishment of integrity policies and solutions | ||||
| (I) Has the company established an ethical corporate management policy approved by the board and expressly stated the ethical corporate management policy and practices? Has the board and senior management actively implement the policy commitment? | ||||
| (II) Has the company established a mechanism for assessing unethical behavior, periodically analyzed and evaluate the business activities within the scope of services with higher risk of unethical behavior, and established plans covering at least the preventive actions stipulated in paragraph 2, Article 7, Ethical Corporate Management Best | V | Apart from the “Ethical Corporate Management Best Practice Principles”, we have also developed a corporate culture and maintained the robust development of ethical corporate management, hoping that all employees actively realize the commitment for ethical corporate management. | ||
| We have established the “Procedures for Ethical Management and Guidelines for Conduct” to implement the ethical corporate management policy and actively prevent unethical behavior. We have also established channels for reporting unethical behavior to enable the unfailing implementation of the Company’s “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Corporate Management and Guidelines for Conduct”. | No difference |
| Evaluation Item | Performance | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Practice Principles for TWSE/GTSM Listed Companies, to prevent unethical behavior? | ||||
| Has the company defined and implemented operating procedures, guidelines for conduct, disciplinary actions for offense, and a grievance system in the plan to prevent unethical behavior, and periodically reviewed the plan? | V | In addition to communicating the importance of business ethics and integrity within the Company, we have also established various procedures for handling the prevention of unethical behavior in the “Procedures for Ethical Corporate Management and Guidelines for Conduct”. | No difference | |
| II. Enforcing ethical corporate management | ||||
| (I) Has the company evaluated the ethics and integrity record of its business counterparts and stipulated terms for ethical behavior in the contracts signed with them? | ||||
| (II) Has the company established a dedicated unit under the board to promote ethical corporate management, | V | Before trading with important customers, we will first assess the legal status of counterparts and conduct a credit investigation on them to prevent trading with customers with unethical behavior. We have also stipulated the non-corruption terms in the contracts to ban unethical trading behavior. | ||
| We have established the “Ethical Corporate Management Best Practice Principles”. To optimize ethical corporate management, we assign the Administration Division to take charge of ethical | No difference |
| Evaluation Item | Performance | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| periodically (at least once a year) reported its ethical corporate management policies and plans to prevent unethical behavior to the board, and supervised the implementation? | ||||
| (III) Has the company established policies to prevent conflicts of interest, provided channels for appropriate explanation, and unfailingly implemented such policies? | ||||
| (IV) Has the company established an effective accounting system and internal control system to achieve ethical corporate management and allowed the internal audit unit to draw up the relevant audit programs according to the risk assessment results and check the compliance with the plans to prevent | V | corporate management, establish the ethical corporate management policy and prevention plan, and report the performance of implementation to the Board each year. |
Our progress in promoting ethical corporate management in 2025 was submitted to the Board of Directors on November 13, 2025. We have established the “Procedures for Ethical Corporate Management and Guidelines for Conduct” to provide a guide for employees to handle conflicts of interest in business operations.
We have established the “Ethical Corporate Management Best Practice Principles” and developed an effective accounting system and an effective internal control system. We also review these systems at all times to ensure the continuing effectiveness of system design and implementation.
The internal audit unit periodically audit the system compliance and present an audit report to the Board. | No difference |
| Evaluation Item | Performance | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (V) unethical behavior or hire CPAs to conduct the audit? Does the company periodically arrange internal and external education and training on ethical corporate management? | V | We have established the “Ethical Corporate Management Best Practice Principles”. The chairman, president, or senior management shall periodically communicate the importance of ethical corporate management to directors, employees, and mandatories. We have also set integrity, enthusiasm, and innovation as our core values. We periodically arrange education, training, and awareness education for directors, managers, employees, etc. Our company regularly conducts educational training and outreach programs related to integrity in business operations each year, targeting board members, managers, and employees. On November 5, 2025, we conducted an integrity outreach program through educational training and email outreach: On Corporate Integrity. | No difference | |
| III. Whistle-blowing system (I) Has the company established specific systems for reporting unethical behavior and encouraging the report of unethical behavior and assign | V | Our company has a complaint email address and telephone number. After a complaint is submitted, an investigation will be initiated and the auditing unit will assign a dedicated person to investigate. | No difference |
| Evaluation Item | Performance | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) special personnel to investigate the persons accused of unethical behavior? | ||||
| Has the Company established standard operating procedures for investigating unethical behavior reports, the measures for following up the investigation, and other relevant non-disclosure mechanisms? |
(III) Has the company provided proper whistle-blower protection? | V | | Apart from defining the report receiving personnel and unit in the “Procedures for Ethical Corporate Management and Guidelines for Conduct”, we have also made commitment to ensure the confidentiality of both the whistle-blower and evidence. | No difference |
| | V | | In additional to keep absolute confidentiality of the identity of whistle-blowers and the content of reports, we even prohibit retaliation on whistle-blowers. | No difference |
| IV. Enhancing information disclosure
(I) Has the company disclosed the content and performance of its “Ethical Corporate Management Best Practice Principles” on its corporate website and MOPS? | V | | We have disclosed both the Company’s “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Corporate Management and Guidelines for Conduct” on the corporate website and MOPS. | No difference |
| V. After establishing the “Ethical Corporate Management Best Practice Principles” in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies, state its performance and differences from the Ethical Corporate Management Best Practice Principles for TWSE/TPEe-Listed Companies. We have established the “Ethical Corporate Management Best Practice Principles” based on the philosophy of integrity, accountability, and probity; established a sound mechanism for corporate governance and risk control; and complied with the Company Act, Securities and | | | | |
44
| Evaluation Item | Performance | Deviation and causes of deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEX Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| Exchange Act, Business Entity Accounting Act, and the relevant regulations governing TWSE/TPEx-listed companies or other relevant laws and regulations governing business activities as the basis for implemented ethical corporate management. Additionally, we have unfailingly practice these principles and controls in internal management and external business activities. | ||||
| VI. Other important information useful to understand of the Company’s performance in ethical corporate management: Integrity is the basis of our operations. We request all employees to uphold integrity to take responsibility for investors and society. Additionally, we maintain long-term cooperation with most suppliers and partners and have established full-time staff to engage in cooperation to maintain long-term and steady partnerships. |
(VII) Other important information useful to understand the Company's performance in corporate governance:
We have established the "Corporate Governance Best Practice Principles" with relevant sections describing the protection of the rights and interests of shareholders, enhancement of Board competency, respect for the rights and interests of stakeholders, and enhancement of information transparency. Please visit MOPS or our corporate website for details.
(VIII) The performance of the company’s internal control system:
1. Statement of Assurance of Internal Control System
Leadtek Research Inc.
Statement of Assurance of Internal Control System
Date: March 9, 2026
The following statement of compliance was made in accordance with the self-assessment of the Company’s internal control system in 2025:
I. The Company acknowledges and understands that it is the responsibility of the Board and officers to establish, implement, and maintain an internal control system, and we have established such a system. It aims to fairly ensure the achievement of targets set for operational effectiveness and efficiency (including profit, performance, and asset security), financial statement transparency, and legal and regulatory compliance.
II. Given the inherent limitations of even the best-established internal control system, an effective internal control system can only fairly assure the achievement of the three above-mentioned targets. Additionally, changes in the environment and circumstances may all affect the effectiveness of the internal control system. However, the Company’s internal control system is equipped with a self-monitoring mechanism that enables us to take immediate corrections for detected defects.
III. In accordance with the criteria stipulated in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the “Governing Regulations”), the Company justifies the effectiveness of the design and implementation of the internal control system. In respect of the internal control process, the criteria stipulated in the Governing Regulations are set in accordance with the five constituent elements of an internal control system in terms of (1) control environment, (2), risk assessment and responses, (3) control operations, (4) information and communication, and (5) supervision. Each constituent element further includes a number of items. Please refer to the “Governing Regulations” for details.
IV. The Company has adopted the above-mentioned justification criteria to validate the effectiveness of the system design and implementation.
V. Based on the results of the above examination, the design and implementation of Company’s internal control system (including the supervision and management of subsidiaries) are effective to ensure the achievement of the targets set for operational effectiveness and efficiency, financial statement transparency, and legal and regulatory compliance by December 31, 2025.
VI. This Statement shall form a major part of the Company’s annual report and prospectus and shall be disclosed to the public. Misrepresentation or concealment
46
of the contents disclosed in this Statement shall be subject to the liabilities as stipulated in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
VII. This Statement was passed unanimously at the Board meeting held on March 9, 2026 in the presence of seven directors (including delegation).
Leadtek Research Inc.
Lu Kun-Shan, Chairman
Liang Chuan-Chieh, President
- Disclose the CPA audit report for internal control system audited by CPAs: N/A.
47
(IX) Important resolutions passed at the AGM or board meetings held in the most recent year and by the date of report publication:
| Date | Important AGM Resolutions |
|---|---|
| 2025/05/23 | Important resolutions made at the 2025 AGM: 1. Ratification (1) Approval of the financial statements and business report of 2024 (2) Approval of the proposal for making up the loss of 2024 2. Discussion and Election (1) Amendment to the Company Articles of Incorporation (2) By election of Directors (3) Lifting the non-complete restrictions for new directors |
| Date | Important Board AGM Resolutions |
| --- | --- |
| 2025/03/03 | 1. Approval of the financial statements and business report of 2024. 2. Approval of the proposal for making up the loss of 2024. 3. Approval of the Statement of Assurance of Internal Control System for 2024. 4. Approval of the improvement plan for extension for one year of repayment for loans to “Leadhope International Inc.” with insolvency. 5. Approval of definition of grassroots employees. 6. Approval of the proposal to amend the Articles of Incoperation. 7. Approval of the independence and competency assessment of the company's accountants. 8. Approval of the appointment and remuneration of the company's 2024 financial statements certifying accountants. 9. Approval of the change of internal audit manager. 10. Approval of by-election of directors. 11. Approved the proposal to convene the 2025 Annual Shareholders Meeting. 12. Abandon the cash capital increase and share subscription case of Leadtek Biomed Inc. 13. Approval of the disposal of shares of Leadtek Biomed Inc. 14. Approval of disposing of Leadtek Japan. 15. Approval the company's 2025 annual business plan. |
| 2025/04/07 | 1. Approval of the nomination of candidates for directors and independent directors. 2. Approval of lifting the non-compete restrictions on the newly appointed directors and their representatives. |
| Date | Important Board AGM Resolutions |
|---|---|
| 3. Approval of salary and compensation for the general manager of Leadtek Biomed Inc. | |
| 2025/05/12 | 1. Approval of the company's first quarter 2025 consolidated financial statements. |
| 2. Approval of the improvement plan for extension for one year of repayment for loans to “Leadhope International Inc.” with insolvency. | |
| 3. Approval of amending sale of the Japanese subsidiary (Leadtek Japan). | |
| 4. Approval of bank credit financing. | |
| 2025/8/11 | 1. Approval of the company's second quarter 2025 consolidated financial statements. |
| 2. Approval of the improvement plan for extension for one year of repayment for loans to Leadhope International Inc. with insolvency. | |
| 3. Approval of bank credit financing. | |
| 4. Approval of bank credit financing. | |
| 5. Approval of members to the Compensation and Remuneration Committee. | |
| 6. Approval of the second revised greenhouse gas inventory and verification timeline. | |
| 7. Approval of 2024 Annual Sustainability Report. | |
| 8. Approval of cash capital increase by issuing new shares in 2025. | |
| 2025/10/13 | 1. Approval of the issue price for the 2025 cash capital increase. |
| 2. Approval of the subscription for the 2025 cash capital increase by the company's high-level managers and employees (directors and staff). | |
| 2025/11/13 | 1. Approval of the company's third quarter 2025 consolidated financial statements. |
| 2. Approval of the 2026 internal audit plan. | |
| 3. Approval of revisions to the general principles of the pre-approved non-confirmed service policy. | |
| 4. Approval of disposal of the factory office in the Jiami Industrial Park. | |
| 5. Approval of establishing an office in Korea. | |
| 2026/03/09 | 1. Approval of the financial statements and business report of 2025. |
| 2. Approval of the proposal for making up the loss of 2025. | |
| 3. Approval of the Statement of Assurance of Internal Control |
| Date | Important Board AGM Resolutions |
|---|---|
| System for 2025. | |
| 4. Approval of the independence and competency assessment of the company's accountants. | |
| 5. Approval of the appointment and remuneration of the company's 2025 financial statements certifying accountants. | |
| 6. Approval of the proposal to amend the Articles of Incoperation. | |
| 7. Approval of re-election of directors. | |
| 8. Approval of the proposal to convene the 2026 Annual Shareholders Meeting. | |
| 9. Approval of the amendment to the "Code of Practice for Corporate Governance". | |
| 10. Approval of the amendment to the "Code of Practice for Sustainable Development". | |
| 11. Approval of the proposal to remove the assets of the invested company, Leadtek Clouding Solution (Pty) Ltd. | |
| 12. Approval of the proposal to establish a subsidiary in South Korea. | |
| 13. Approval of the proposal to establish the "Management Measures for the Remuneration and Performance Evaluation of Directors and High-Level Managers". | |
| 14. Approval of the proposal to adjust the remuneration of some high-level managers. | |
| 15. Approval the company's 2026 annual business plan. | |
| 2026/04/13 | 1. Approval the assessment of the disposal of the factory and office buildings in the Jiaming Industrial Park. |
| 2. Approved the amendment to the proposal to establish a subsidiary in South Korea. | |
| 3. Approval of the nomination of candidates for the 14th Board of Directors and Independent Directors. | |
| 4. Approval of lifting of non-compete restrictions on newly appointed directors and their representatives. | |
| 5. Approval of the private placement of new shares. | |
| 6. Approval of the amendment to convene the 2026 Annual General Meeting of Shareholders. | |
| 7. Approval of the repurchase of Leadtek Japan's shares. |
(X) Major content of documented different opinions of directors or supervisors for important Board resolutions in the most recent year and by the date of report publication: None.
IV. Disclosure of CPA service fee:
(I) Information on CPA service fee:
NTD thousands
| Name of accounting firm | Name of CPA | Auditing period | Audit remuneration | Non-audit service fee (Note 1) | Total | Remarks |
|---|---|---|---|---|---|---|
| KPMG | Chien Szu-Chuan | 2025.01.01 - 2025.12.31 | 4,120 | 250 | 4,370 | |
| Kuo Kuan-Ying |
Note 1: Audit of transfer pricing and others.
(II) Disclose the amount of audit fees before and after a CPA firm change and the reasons when the audit fee in the year of change is lesser than before: None.
(III) Disclose the amount and proportion less and the reasons when the audit fee is lesser than that of the previous year by over 10%: None.
51
V. Change of Accountants: None.
VI. Disclose the name, job title, and term of service of the chairman, president, or chief financial or accounting officer of the company who has worked for the CPA's firm or its affiliates in the most recent year: None.
VII. Transfer of shares and change in stock pledge of directors, supervisors, officers, and shareholders holding over $10\%$ of shares in the most recent year and by the date of report publication:
- Changes in shareholding of directors, officers, and major shareholders:
| Title | Name | 2025 | From 2026 to April 5th, 2026 | ||
|---|---|---|---|---|---|
| Increase (decrease) in shareholding | Increase (decrease) in pledged shares | Increase (decrease) in shareholding | Increase (decrease) in pledged shares | ||
| Chairman | Lu Kun-Shan | 20,096 | 0 | 0 | 0 |
| Director | Ablecom Technology Inc. | 1,489,081 | 0 | 0 | 0 |
| Rep. of the director | Liang Jian-Fa | 0 | 0 | 0 | 0 |
| Compuware Technology Inc. | Compuware Technology Inc. | 744,496 | 0 | 0 | 0 |
| Rep of the director | Liang Jian-Da | 0 | 0 | 0 | 0 |
| Independent Director | Ho Yao-Hung | 0 | 0 | 0 | 0 |
| Independent Director | Chang Hang-Tang | 0 | 0 | 0 | 0 |
| Independent Director | Chen Der-Ming | 0 | 0 | 0 | 0 |
| President | Liang Chuan-Chieh | 12,000 | 0 | (9,000) | 0 |
| Vice President | Lee Cheng-Sin | 30,000 | 0 | (17,600) | 0 |
| Vice President | Chou Shih-Wei | 10,296 | 0 | 0 | 0 |
| Vice President | Wang Chia-Hung | 0 | 0 | 0 | 0 |
| VP and CFO | Chang Shen | (7,048) | 0 | 0 | 0 |
| Vice President | Yu Chao-Jung | 0 | 0 | 0 | 0 |
| Assistant Vice President | Chen Shu-Wei | 31,449 | 0 | 0 | 0 |
- Shares transferred to a related party: None.
- Shares pledged to a related party: None.
VIII. Information of the top ten shareholders who are related parties or spouses, relatives within the 2nd degree of kinship to each other:
| Name | Shareholding | Shares held by spouse and underage children | Shares held in the names of others | Relationship characterized as spouse or relative of 2nd degree or closer among the top 10 shareholders | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Name | Relationship | ||
| Ablecom Technology Inc. | 18,156,081 | 19.33% | 0 | 0.00% | 0 | 0.00% | Compuware Technology Inc. | Relative | |
| Compuware Technology Inc. | 9,077,496 | 9.66% | 0 | 0.00% | 0 | 0.00% | Ablecom Technology Inc. | Relative | |
| Huang, Min-Tsung | 1,316,146 | 1.40% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Lin, Yu-Kun | 600,000 | 0.64% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Wu, Ping-Tsung | 533,169 | 0.57% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Chen, Pei-Jing | 460,000 | 0.49% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Lin, Zong-Ci | 400,000 | 0.43% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Zhu, Jian-Qi | 389,000 | 0.41% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Lu, Shu-Fang | 320,000 | 0.34% | 0 | 0.00% | 0 | 0.00% | None | None | |
| HSBC (Taiwan) Commercial Bank Co., Ltd., the trustee of Merrill Lynch International's investment account. | 317,250 | 0.34% | 0 | 0.00% | 0 | 0.00% | None | None |
IX. Shareholding of the same investee of the company and its directors, supervisors, officers, and companies under direct or indirect control, and the consolidated shareholding of them:
2025.12.31
Unit: shares/%
| Investee (Note 1) | Invested by the Company | Held by directors, supervisors, managers, and directly or indirectly controlled enterprises | Aggregate investment | |||
|---|---|---|---|---|---|---|
| Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | Number of shares | Shareholding percentage | |
| Leadtek Holding Inc. | 7,500,000 | 100.00 | — | — | 7,500,000 | 100.00 |
| Leadtek BioMed Inc. | 5,100,000 | 25.37 | — | — | 5,100,000 | 25.37 |
| Leadtek (SHANGHAI) Research Inc. | — | — | — | 100.00 | — | 100.00 |
| Zero TC (Shanghai) Inc. | — | — | — | 45.00 | — | 45.00 |
Note 1: Long-term investees listed in the Company's individual financial statements expressed with the equity method.
There. Funding Status
I. Capital and outstanding shares
(I) Source of capital
2026.04.30
Unit: NTD thousands, thousand shares
| Year / month | Issue price | Authorized capital | Paid-up capital | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital | Capital contribution offset in kind. | Others | |||
| Jan 2005 | 16.3 | 400,000 | 4,000,000 | 167,621 | 1,676,215 | Subscription of warrant bonds (WBs) | 3,803 | None | - |
| Mar 2005 | 16.3 | 400,000 | 4,000,000 | 176,308 | 1,763,086 | Subscription of warrant bonds (WBs) | 86,871 | None | - |
| May 2005 | 16.3 | 400,000 | 4,000,000 | 176,358 | 1,763,577 | Subscription of warrant bonds (WBs) | 491 | None | - |
| Jun 2005 | 16.3/13.6 | 400,000 | 4,000,000 | 176,691 | 1,766,906 | Subscription of warrant bonds (WBs)Subscription of employee stock options | 3,129200 | None | - |
| Jul 2005 | 14.4/12 | 400,000 | 4,000,000 | 179,812 | 1,798,117 | Subscription of warrant bonds (WBs)Subscription of employee stock options | 31,041170 | None | - |
| Jul 2005 | 10 | 400,000 | 4,000,000 | 202,161 | 2,021,612 | Capitalization of profitsCapitalization of additional paid-in capital | 161,43962,056 | None | - |
| Aug 2005 | 14.4/12 | 400,000 | 4,000,000 | 203,210 | 2,032,099 | Subscription of warrant bonds (WBs)Subscription of employee stock options | 10,347140 | None | - |
| Apr 2007 | 13.8 | 400,000 | 4,000,000 | 209,790 | 2,097,896 | Subscription of warrant bonds (WBs) | 65,797 | None | - |
| Apr 2007 | 11.6-16.6 | 400,000 | 4,000,000 | 210,309 | 2,103,086 | Subscription of employee stock options | 5,190 | None | - |
| Jul 2007 | 11.6-19.2 | 400,000 | 4,000,000 | 212,001 | 2,120,006 | Subscription of employee stock options | 16,920 | None | - |
| Oct 2007 | - | 400,000 | 4,000,000 | 148,400 | 1,484,004 | Reduction of capital | -636,002 | None | - |
| Oct 2008 | 10 | 400,000 | 4,000,000 | 152,992 | 1,529,916 | Capitalization of profits | 45,912 | None | - |
| Apr 2010 | 13.9~16.1 | 400,000 | 4,000,000 | 153,107 | 1,531,066 | Subscription of employee stock options | 1,150 | None | - |
| Sep 2011 | - | 400,000 | 4,000,000 | 107,174 | 1,071,746 | Reduction of capital | -459,320 | None | - |
| Aug 2017 | - | 400,000 | 4,000,000 | 53,587 | 535,873 | Reduction of capital | -535,873 | None | - |
| Sep 2022 | 10 | 400,000 | 4,000,000 | 58,946 | 589,460 | Capitalization of profits | 53,587 | None | - |
| Oct 2023 | 26.76 | 400,000 | 4,000,000 | 83,946 | 839,460 | Private Placement of 25,000,000 shares | 250,000 | None | - |
| Nov 2025 | 45 | 400,000 | 4,000,000 | 93,946 | 939,460 | Cash capital increase by issuing 10,000,000 shares( Note 1) | 100,000 | None | - |
Note 1: Business License No. 11430205950 issued on January 6, 2016 (Republic of China year 115).
2026.04.30
Unit: shares
| Share category | Authorized capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares* | Unissued shares | Total | ||
| Registered ordinary shares | 93,946,031 | 306,053,969 | 400,000,000 |
- Outstanding shares are offered publicly.
Information on shelf registration: N/A
(II) List of major shareholders
April 30th, 2026 Unit: shares
| Name of major shareholder | Shares Number of shares held | Shareholding percentage |
|---|---|---|
| Ablecom Technology Inc. | 18,156,081 | 19.33% |
| Compuware Technology Inc. | 9,077,496 | 9.66% |
| Huang, Min-Tsung | 1,316,146 | 1.40% |
| Lin, Yu-Kun | 600,000 | 0.64% |
| Wu, Ping-Tsung | 533,169 | 0.57% |
| Chen, Pei-Jing | 460,000 | 0.49% |
| Lin, Zong-Ci | 400,000 | 0.43% |
| Zhu, Jian-Qi | 389,000 | 0.41% |
| Lu, Shu-Fang | 320,000 | 0.34% |
| HSBC (Taiwan) Commercial Bank Co., Ltd., the trustee of Merrill Lynch International's investment account. | 317,250 | 0.34% |
(III) Dividend policy and implementation:
-
Dividend policy as stipulated in the Articles of Incorporation
The Company's operations are growing steadily, and earnings are distributed primarily in cash dividends. They can also be distributed in stock dividends. However, the proportion of dividend distribution shall not exceed 50% of the total amount of dividends in the year. -
Proposed distribution of dividends at the current AGM
To make up the loss in 2025, no dividend was distributed as approved by the Board.
(IV) Impacts of the stock grants proposed by the current AGM of shareholder on the company's operations and EPS: N/A.
(V) Rewards for employees and directors:
- The percentage or range of rewards for employees and directors as stipulated in the Articles of Incorporation.
After the amendment to the Articles of Incorporation on May 23, 2025, after deducting the remuneration for employees and directors from the net income after tax of the period, no less than 3% of the income before tax shall be appropriated as the reward for employees and not more than 5% shall be appropriated as the reward for directors. However, the amount for making up the accumulative losses (including the adjustment of undistributed earnings), if any, shall be preserved in advance.
No less than 20% of the total employee compensation should be allocated to grassroots employees.
The proposal for distribution of rewards for employees and directors shall be approved by resolution of over one half of directors attending a board meeting attended by over two thirds of all directors and reported to AGM. The board shall determine by resolution the distribution of rewards for employees in stock or in cash. The recipients shall include the employees meeting the requirements of affiliates. The board shall be authorized to set the requirements. The reward for directors shall only be distributed in cash.
-
Basis for estimating the reward for employees and directors of the period, for calculating reward for employees in stock, and for accounting solution for differences between actually distributed amount and estimated amount: N/A.
-
Information on the proposal for reward distribution passed by the Board:
(1) The amount of rewards for employees and directors distributed in cash or in stock. Disclose the differences and their causes and solutions for differences from the estimated amount of the expense recognized for the year: N/A.
(2) The proportion of amount equivalent to the stock distributed as rewards for employees in the earnings after tax in the individual or consolidated financial statement of the period and the total amount of remuneration for employees: N/A.
- State the amount, causes, and solutions of differences in the actual
57
status of reward (including number of shares, amount, and stock price) distributed to employees and directors in the previous year: N/A
(VI) Information of stock buyback: None.
II. Information of corporate bonds: None.
III. Information of preferred shares: None.
IV. Information of global depositary receipts (GDR): None.
V. Information of certificates of employee stock options: No immature certificate of employee stock options.
VI. Information of restricted stock awards (RSA): None.
VII. Issuance of new shares in connection with M&A or with acquisitions of shares of other companies: None.
VIII. Performance of capital utilization plan: None.
Incomplete previous public offering or private placement or the completed public offering or private placement without insignificant effectiveness so far in the pass three years: None.
58
Four. Business Overview
I. Operations
(I) Scope of business
- Major contents of the scope of services
(1) CC01110 Computer and Peripheral Equipment Manufacturing
(2) CH01040 Toys Manufacturing
(3) I301010 Information Software Services
(4) F401010 International Trade
(5) F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
(6) F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
(7) CC01060 Wired Communication Mechanical Equipment Manufacturing
(8) CC01070 Wireless Communication Mechanical Equipment Manufacturing
(9) CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
(10) F113070 Wholesale of Telecommunication Apparatus
(11) F213060 Retail Sale of Telecommunication Apparatus
(12) F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
(13) CF01011 Medical Devices Manufacturing
(14) F108031 Wholesale of Medical Devices
(15) F208031 Retail Sale of Medical Apparatus
(16) CE01021 Weights and Measuring Instruments Manufacturing
The Company may engage in all business activities that are not prohibited or restricted by law, except those that are subject to special approval.
59
- Proportion in operations:
| Product | Ratio of operating income in 2024 | Ratio of operating income in 2025 |
|---|---|---|
| Computer products | 92.44% | 99.66% |
| Smart health products | 2.04% | 0.00% |
| Others | 5.52% | 0.34% |
| Total | 100.00% | 100.00% |
- The current product ranges as as follows:
| Name | Category |
|---|---|
| A. Graphics (VGA) cards | - NVIDIA gaming graphics cards |
| - NVIDIA workstation graphics cards | |
| - NVIDIA server HPC cards | |
| B. System products | - Workstation PCs |
| - HPC servers | |
| - NVIDIA DGX Spark (Personal AI super computer) | |
| - NVIDIA AI super computer systems | |
| C. Project products | - AIDMS Management Software |
| E. Others | - NVIDIA Omniverse platform |
| - NVIDIA DRIVE auto-driving kits | |
| - NVIDIA vGPU virtual graphics |
- Plan for the future Products:
| Project Name | Project Use | Description |
|---|---|---|
| AI Workstation | Provides a direct liquid cooling solution for the entire workstation, solving the problem of high heat consumption and noise in the system at one time, while still maintaining the powerful computing performance of multiple GPUs. Empower AI developers and data scientists to meet the | Combined with the new generation of liquid-cooled GPU and workstation computing platform, a system software combination of AI development and hardware computing resource allocation is built to achieve the purpose of providing an all-in-one AI development workstation that can instantly enhance artificial intelligence development, inference, data science, and content Computing resources required for creative and industrial digital workloads. |
| Project Name | Project Use | Description |
|---|---|---|
| needs of AI workloads such as design, development, fine-tuning, and training and inference of models. |
(II) Industry overview:
- Status and development of industry
In the past, GPUs were primarily used in graphics processing and gaming.
(1) 2D/3D Graphics Rendering: In the 1980s, early graphics cards were mainly used for processing 2D images and text display. With the rise of 3D games and simulation applications in the 1990s, the demand for 3D graphics rendering increased dramatically. GPUs were originally designed to accelerate the generation of real-time 3D graphics, such as texture mapping and rasterization.
(2) Game Consoles and PC Games: The development of GPUs is inseparable from the booming gaming industry. Early GPUs, such as NVIDIA's GeForce series, greatly improved the visual effects and smoothness of games, making more realistic and immersive gaming experiences possible.
(3) Professional Graphics Workstations: In professional fields such as CAD (Computer-Aided Design), simulation, and special effects, GPUs were also used to handle complex graphics rendering tasks. Although the hardware capabilities were relatively limited at the time, this laid the foundation for subsequent development.
Graphics cards (GPUs) have now far exceeded their original role in graphics processing, becoming general-purpose computing engines (GPGPUs) widely used in many computationally demanding fields. Their powerful parallel processing capabilities enable them to play a
crucial role in the following areas:
(1) Gaming and Entertainment: Gaming remains one of the core applications of GPUs. Modern GPUs support technologies such as ray tracing and DLSS (Deep Learning Super Sampling), providing unprecedented visual realism and performance. Furthermore, GPUs are key to providing immersive experiences in virtual reality (VR) and augmented reality (AR) applications.
(2) Artificial Intelligence (AI) and Machine Learning (ML): This is one of the most important application areas for GPUs today.
A. Deep Learning Model Training: Deep learning tasks such as large-scale language models (LLMs), image recognition, and natural language processing require processing massive amounts of data and performing millions of parallel computations. The architecture of GPUs is well-suited for these intensive matrix operations, thus becoming the core hardware for training AI models.
B. Inference and Edge Computing: Besides training, GPUs are also used in the inference stage of AI models, such as in autonomous driving, smart security, and medical image analysis, enabling real-time decision-making and processing.
(3) High-Performance Computing (HPC) and Scientific Research:
A. Scientific Simulation: In scientific research such as weather forecasting, molecular dynamics, astrophysics, and drug discovery, GPUs can accelerate complex simulations and data analysis, significantly shortening research cycles.
B. Big Data Analysis: GPUs excel in processing and visualizing large-scale datasets, helping businesses and research institutions extract insights from data.
(4) Content Creation and Media:
A. Film Editing and Rendering: GPUs significantly accelerate
62
the encoding, decoding, special effects processing, and rendering of films, especially when processing high-resolution content such as 4K and 8K, where efficiency improvements are significant.
B. 3D Modeling and Animation: Animation studios and the film and television industry widely use GPUs for 3D model rendering and special effects production, such as companies like Pixar and DreamWorks.
C. Graphic Design and Image Processing: Software such as Adobe Photoshop and Illustrator utilize GPUs to accelerate image processing and editing.
(5) Blockchain and Cryptocurrency Mining: Despite significant market volatility, the parallel computing power of GPUs has made them a primary hardware component for mining cryptocurrencies like Bitcoin and Ethereum in recent times.
(6) Autonomous Driving and Automotive Electronics: In autonomous vehicles, GPUs are key components for processing sensor data, real-time map building, path planning, and decision-making. Platforms like NVIDIA's Drive PX are specifically designed for such applications.
(7) Medical Imaging and Diagnosis: GPUs are used to accelerate the processing and analysis of medical images (such as CT and MRI scans), helping doctors identify abnormalities and patterns, and assisting in disease diagnosis and treatment planning.
(8) Financial Modeling and Trading: In the financial sector, GPUs are used to run risk simulations, algorithmic trading models, and portfolio optimization, providing faster computing speeds and greater accuracy.
In summary, the application of GPUs has evolved from a simple "display" function to a core driving force supporting "computation"
63
in all aspects of human society, especially in the AI era, where their importance is increasingly prominent. In the future, with the continuous advancement of technology, the application scope of GPUs is expected to continue to expand.
- Interrelations among upstream, midstream, and downstream industries

- Product development trend and competition
In recent years, GPUs have evolved beyond being mere graphics processors into "core hubs for heterogeneous computing."
(1) High bandwidth and large memory become standard (HBM4 era): To meet the demands of local inference for large models, workstation graphics cards have fully adopted HBM4 (high bandwidth memory). Product development has shifted its focus from simple TFLOPS (computing power) to memory bandwidth and capacity. Mainstream flagship professional cards now boast 64GB to 128GB of memory to support more complex Agentic AI workflows.
(2) Blurring the lines between AI PCs and workstations: Benefiting from the high integration of NPUs and GPUs, the hardware boundaries between consumer and professional products are gradually narrowing, driving professional graphics cards to seek premium pricing through software services such as "ISV software certification" and "enterprise-level stability."
(3) The trend of "hybrid computing" between cloud and local: Product development is beginning to emphasize compatibility with "GPUaaS (GPU as a Service)." Distributors sell not only hardware, but also integrated solutions that include cloud-based flexible computing power, addressing the challenge of local hardware being limited by power consumption (TDP soaring to over 500W).
The GPU market has seen a trend of the big players dominating in recent years.
(1) NVIDIA's ecosystem monopoly and leading position.
Market status: NVIDIA maintains a high market share in the professional card market, with its Blackwell and Vera Rubin platforms establishing extremely high competitive barriers.
Competitive advantages: Through the deep integration of the CUDA ecosystem and the Omniverse platform, NVIDIA has successfully transformed from a hardware vendor into a platform vendor, making customer migration costs extremely high.
(2) AMD's pursuit and differentiation strategy.
Competitive dynamics: AMD, through the MI400 series and the synergy with Radeon Pro, adopts a "large memory, high cost-performance" strategy. Breakthrough: Actively promoting the ROCm
65
open-source software platform, attempting to break the CUDA monopoly, and achieving significant progress in cost-effective scientific research and big data processing.
(3) Intel and the Challenges of Self-Developed ASICs
Emerging Challenges: After the stabilization of its Falcon Shores architecture, Intel began to demonstrate competitiveness in the mainstream commercial market.
ASIC Market Competition: Cloud giants (Google, Amazon, Microsoft) are accelerating the development of their own AI chips (ASICs) to optimize total cost of ownership (TCO). It is projected that the growth rate of ASICs will exceed that of GPUs in 2015, posing a long-term potential substitution threat.
(III) Technology and R&D:
Research and development expenses and technologies or products successfully developed in the most recent year and by the date of the report publication:
- Research and development expenses in the most recent year and by the date of the report publication:
Unit: NTD thousands
| Year Item | 2025 (Consolidated financial statement) |
|---|---|
| R&D expenses | 62,091 |
| Operating revenue | 4,435,960 |
| Proportion of R&D expenses in revenues | 1.39% |
- Due to organizational restructuring in 2025, our company focused on GPU distribution and sales, while big data and biotechnology-related
patents, technologies, and businesses were transferred to partners and related companies, resulting in a significant reduction in the proportion of R&D expenses.
(IV) Long- and short-term business development plans
Our company focuses on the research and development of high-tech products, aiming to establish a creative, high-quality, and highly efficient integrated product manufacturing and sales organization and marketing team. We aspire to develop a series of professional, high-value-added products to provide consumers with a better quality of life.
- Short-Term Development Plan:
Expand our marketing and service network, establishing a strong brand in mainland China, Japan, and Southeast Asia, in addition to Taiwan. Strengthen distribution channels in conjunction with new product launches and actively enter emerging markets to expand market share. In production, we will strengthen cooperation with outsourcing plants and improve production process management to enhance material management, procurement capabilities, and finished product yield.
- Long-Term Development Plan:
Expand the market share of our own brand, develop global marketing outlets, form strategic alliances with distributors in various regions, and establish a global distribution and service system. Promote strategic cooperation, leveraging technology and production advantages to collaborate with major manufacturers, develop ODM business, and provide customers with multifunctional product technology integration services.
In an era where artificial intelligence is becoming a prominent field, in addition to hardware manufacturing, we will strengthen software services, provide enterprise system solutions, and become a core enterprise-level partner of the NVIDIA Omniverse platform. In addition
67
to selling drawing cards, they also provide digital asset construction services for "virtual factories and virtual cities," deeply cultivating the Industry 4.0 market.
II. Market and sales overview
(I) Market analysis
- Regions of sales and provision of major products and services Currently, our computer products are distributed in Asia, Europe, Americas, and Oceania through own brands WinFast and Leadtek. The current sales proportion of products is domestic sales at $17.64\%$ and export sales at $82.36\%$ , with Asia, and mainland China being the major export regions. Regions of product sales in 2025:
Unit: NTD thousands
| Region | 2025 revenues | Percentage (%) |
|---|---|---|
| Mainland China | 2,808,915 | 63.31 |
| Taiwan | 782,500 | 17.64 |
| USA | 144,980 | 3.27 |
| Hong Kong | 94,788 | 2.14 |
| Korea | 165,833 | 3.74 |
| Others | 438,944 | 9.90 |
| Total | 4,435,960 | 100.00 |
- Market share and future market supply, demand and growth Graphics cards were once essential display tools for desktop computer systems. However, in recent years, due to the rapid growth of notebook computers and the increasing trend of integrating graphics chips into motherboards, the market for discrete gaming graphics cards has begun to decline. However, the performance of high-end 3D discrete gaming graphics cards that support video games is currently unmatched by integrated graphics chips. Our company has focused on the high-end gaming graphics card market for many years and enjoys a high reputation in the market with its own brand, Winfast. In recent years, with the rise of cryptocurrencies, high-end gaming graphics
cards have been used as tools for cryptocurrency mining, becoming another market besides online gaming.
Our workstation graphics cards (Quadro) that primarily support professional computer graphics technologies are mainly sourced from revenue and profit in the Asia-Pacific region, where we hold the original manufacturer NVIDIA's distribution rights and face little competition. In recent years, to protect data privacy, enterprises have moved a large amount of AI workflows from the cloud to local workstations, leading to a surge in demand for professional cards with large memory capacities (such as the RTX 6000 series). Furthermore, with the increasing prevalence of smart factories, the manufacturing industry's demand for real-time physics simulation has transformed workstation graphics cards from "optional" to "standard."
The global GPU market size is projected to reach $104.2 billion in 2026. The compound annual growth rate (CAGR) of the professional computing sector is expected to remain above 25%. NVIDIA anticipates full-scale production of its Blackwell architecture professional cards in 2026 and has announced the next-generation Vera Rubin platform, which will attract many enterprises still using older architectures (such as Ampere) to upgrade their systems.
Our company's system products extend from workstation graphics cards and server high-speed computing cards. Cloud computing has created significant demand for host devices, resulting in clear market growth for workstations and servers. NVIDIA's AI supercomputers are used in the development of deep learning and artificial intelligence (AI). Robotics, self-driving cars, and unmanned factories are all future applications of these technologies, presenting unlimited business opportunities. In recent years, our company has also extended its services from computer-related products to providing project implementation services for enterprises. AI deep learning solutions
69
provide enterprise GPU deep learning, AI deployment environment assessment and recommendations, and hardware/software integration planning. From big data collection and cleaning, building AI models, identifying patterns in the data for model training, and continuously generating valuable reports and inferences, it helps enterprises improve operational efficiency.
NVIDIA Omniverse Enterprise is an end-to-end collaboration and simulation platform that brings together teams, assets, and software tools into a shared virtual space. This allows colleagues in different locations and workgroups to work on a project file simultaneously, enabling real-time collaboration and realistic simulation to accelerate 3D design and digital twin workflows and projects for enterprises. Our company is a long-term NVIDIA partner, assisting the Asia Pacific region in rapidly implementing NVIDIA Omniverse Enterprise. This allows enterprises to resolve incompatible design software issues and achieve synchronous collaboration on single design works within their existing workflows, thereby accelerating time-to-market.
- Competitive niche
(1) Strategic Position with NVIDIA: As a long-term strategic partner of NVIDIA, our company has a stable allocation guarantee, ensuring uninterrupted operations for enterprise customers (such as medical and R&D centers) even during market shortages.
(2) Advantages of Large-Scale Procurement: Leveraging strong financial resources and procurement scale, we effectively lock in upstream costs, maintaining stable supply prices and profit margins in a market with volatile ASP (average selling price).
- Strength and weakness in future development and counteractions
(1) Strength
A. AI Workstation Replacement Cycle:
AI applications have shifted entirely from cloud-based
70
training to enterprise-level "local inference," creating a massive incremental market for distributors. With the launch of NVIDIA's new-generation architectures (such as Blackwell and Vera Rubin), enterprises are accelerating the replacement of older hardware to handle Large Models (LLM) and Physical AI applications.
B. Dependence on the CUDA Ecosystem:
The vast majority of AI software developers and enterprises still rely on CUDA, giving our distributed NVIDIA products high brand loyalty and low substitutability, ensuring revenue stability.
C. Omniverse Digital Twin Solution:
For industries such as manufacturing and autonomous driving, our company provides integrated hardware and service solutions, with service value driving overall revenue growth.
(2) Weakness
A. Memory Component Shortage:
Global VRAM (especially GDDR7 and HBM4) supply remains tight. To prioritize the supply of higher-margin AI servers, NVIDIA plans to significantly reduce the production capacity of professional and gaming graphics cards in 2026, with supply of some models potentially decreasing by $30\%$ to $50\%$ , leading to the risk of orders being unavailable for distributors.
B. Centralized Allocation Control:
As the average selling price (ASP) of products soars, manufacturers are tightening their control over allocation quotas, requiring distributors to maintain extremely high prepayment and credit lines, putting pressure on working capital turnover.
C. Export Bans on High-End Products: The US government's dynamic export controls on high-performance computing chips restrict the sales of some top-tier RTX professional cards in specific regions, forcing distributors to frequently adjust their target markets and product lines.
D. Uncontrolled End-User Prices: Due to supply shortages, market premiums are severe. If distributors cannot effectively manage downstream retail channels, end-user prices may become excessively high, thereby suppressing long-term corporate purchasing intentions (demand destruction).
(3) Counteraction
In the face of a rapidly changing market, limited resources restrict operational scale and capital management, potentially leading to lost business opportunities. The following strategies can be implemented:
A. Strengthen inventory early warning mechanisms: Implement AI-powered inventory forecasting models to strategically stockpile inventory before component shortages occur.
B. Provide project-based services: Generate service fees by offering integrated hardware and software solutions, reducing reliance on price differences in individual hardware purchases and sales, and mitigating price volatility risks.
72
(II) Important uses and production process of major products
- Important uses of major products
| Item | Important uses and functions | |
|---|---|---|
| Computer products | NVIDIA gaming graphics cards | Business/home computer display cards, 3D game presentation, DVD media players, video editing, multimedia production, presentation, and image processing. |
| NVIDIA workstation graphics cards | Professional 3D animation production. CAD/CAM production. | |
| NVIDIA server HPC cards | Server HPC. | |
| Workstation PCs | Professional 3D animation production. | |
| HPC servers | Services with high-performance computing for deep learning and AI. | |
| NVIDIA DGX Spark | Personal AI supercomputers are used for model development and inference, as well as edge computing application development. | |
| NVIDIA AI super computer system | For data analysis and AI accelerated computing | |
| AIDMS management software | Through a user-friendly No-Code platform with a wealth of built-in AI models and development tools, it enables people from all fields to easily develop and collaborate on AI applications, effectively accelerating enterprise AI transformation. | |
| NVIDIA DRIVE Orin Devkit Auto-driving kit | Support precise multi-sensing simulation in compliance with physics principles for developing self-driving solutions. | |
| NVIDIA Ominverse Enterprise Meterverse platform | A scalable platform for designing high-fidelity 3D simulation workflows for developers, creators, and enterprises to build a virtual world or 3D network. | |
| NVIDIA vGPU Virtual graphics | Build virtual GPUs with software for all virtual machines to share the same physical GPU installed in the server for opening tasks and running applications. |
73
- Production process
Automatic surface mounting $\longrightarrow$ Manual insertion $\longrightarrow$ Solering $\longrightarrow$ Burn-in $\longrightarrow$ PCB testing $\longrightarrow$ Assembly $\longrightarrow$ System testing
(III) Supply of major materials
Major materials of our electronics products include chips, memories, PCBs, and small-sized panels. We often maintain a good partnership with foreign materials suppliers and purchase key materials and key components from at least two suppliers to ensure flexible procurement and disperse the risk of over-centralization of materials supply.
(IV) Names of customers with over $10\%$ of the total purchase/sales amount and their purchase/sales amount and proportion in any of one of the past two years
- Suppliers in the past two years
Unit: NTD thousands
| 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio in the annul net purchase | Relationship with the issuer | Name | Amount | Ratio in the annul net purchase | Relationship with the issuer |
| N | 1,494,191 | 30.24% | None | N | 2,146,958 | 77.37% | None |
| L | 671,791 | 13.59% | None | - | - | - | - |
| T | 507,050 | 10.26% | None | - | - | - | - |
Note: No supplier is a related party of the Company.
- Buyers in the past two years
Unit: NTD thousands
| 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio in the annul net sales | Relationship with the issuer | Name | Amount | Ratio in the annul net sales | Relationship with the issuer |
| - | - | - | - | - | - | - | None |
Note: No customers with an annual net sale over $10\%$ in 2024 and 2025.
III. Employees
Data of employees in the past two years and by the date of report publication:
| Year | 2024 | 2025 | 2026 and by March 31, 2026 | |
|---|---|---|---|---|
| Number of employees | Sales personnel | 107 | 67 | 91 |
| Management personnel | 47 | 40 | 37 | |
| R&D personnel | 64 | 26 | 20 | |
| Manufacturing personnel | 88 | 18 | 0 | |
| Total | 306 | 151 | 148 | |
| Average age | 43 | 43 | 44 | |
| Average years of service | 12.2 | 11.2 | 11.2 | |
| Distribution of education attainment | Doctoral Degree | 0.98% | 1.32% | 1.35% |
| Masters Degree | 20.26% | 17.88% | 18.24% | |
| Bachelors Degree | 67.32% | 76.83% | 76.36% | |
| Senior High School | 10.46% | 3.97% | 4.05% | |
| Below high school | 0.98% | 0.00% | 0.00% |
IV. Contribution to environmental protection
(I) Losses (including damage compensations) and fines incurred due to pollution of environment in the more recent year and by the date of report publication and total amount of sanction: None.
(II) Future counteractions (including improvement measures) and potential expenses (including the estimated amount of loss, sanction, and compensation for failure to take counteractions):
In response the implementation of the EU RoHS, we began to progressively switch to lead-free manufacturing processes in 2006 and progressively lower the ratio of leaded stock.
V. Labor-management relations
(I) The company's various employee welfare measures, continuing education, training, retirement system, and their implementation, as well as labor-management agreements and the measures to maintain the rights and interests of employees:
- Employee welfare measures
Education and training; employee stock option and profit-sharing system; year-end bonuses and cash gifts for three major folk festivals, complete Labor Insurance, National Health Insurance, and group insurance; birthday cash gift; employee reunion; staff welfare committee; employee club activities; annual travel; and allowances for wedding, funerals, and festivities.
- Continuing education, training, and retirement system and their implementation
We have established the Regulations for Education, Training, and In-Service Continuing Education for Employees to enrich the professional knowledge and skills of employees and improve operational performance. Employees may apply for continuing education and training organized internally or by external organizations according to the Regulations.
We have also established the Employee Retirement Regulations in accordance with the Labor Standards Act and Labor Pension Act to legally handle employee retirement. Apart from contributing to the Labor Retirement Reserve Fund monthly according to the Labor Standards Act and deposit the sum in the Labor Retirement Reserve Fund special account of the Bank of Taiwan, we also contribute 6% of the employee's salary monthly to the personal account of employees at the Bureau of Labor Insurance in accordance with the Labor Pension Act.
- Labor-management agreements and the measures to maintain the rights and interests of employees
With harmonious labor-management relations, no loss on labor-management disputes has been reported. It is estimated that no such loss will occur in the future.
(II) Losses from labor-management disputes in the most recent year and by the date of report publication: None.
76
(III) The estimated amount of losses from labor-management disputes at present and in the future and counteractions:
Apart from valuing various employee benefits at ordinary times and provide them with an excellent workplace environment, we also emphasize the two-way communication with employees to harmonize labor-management relations. Hence, losses from labor-management disputes in the future will hardly happen.
VI. Cybersecurity Management:
(I) Cybersecurity management framework, cybersecurity policy, specific management plans, and resources for cybersecurity management.
- Structure of information security organization
The Computer Center is the Company’s IT department. It is chaired by the chief IT officer and a number of IT professionals to plan and establish the information security policy and provide technical support for information security. It also periodically arranges awareness education for information security to reduce information security risks. In risk management, we address risks in terms of three aspects and reduce the significance of their impact.
| Item | Risk Management Plan | Risk Incident Handling | Risk Policy Improvement |
|---|---|---|---|
| Mechanism | Implementation of appropriate controls | Timely and accurate handling | Continuous risk mitigation |
| Specific Action | 1. Antivirus and anti-hacking mechanisms | ||
| 2. Breach prevention | |||
| 3. Vulnerability scan, detection, and response and backup mechanisms | 1. Minimization of the scope of impact and prevention of impact expansion. | ||
| 2. Real-time recovery and business recovery. | 1. Review based on defects | ||
| 2. Proposition of improvement plans | |||
| 3. Inclusion in risk management |
- Information security policy:
The following controls are implemented according to the information security policy and regulations:
77
(1) Account and password principles: Stringent password principles are established, periodic password change is required, and lending passwords to others is prohibited.
(2) Information hardware use: Carrying and use of non-corporate information assets and equipment are prohibited.
(3) Information software use: Employees are prohibited from installing any software not installed or unlicensed software authorized by the Computer Center.
(4) File management: The storage equipment of personal files for corporate use, physical confidential documents, and files and document information shall be properly managed, and unauthorized access shall be prevented.
(5) Mail management: Emails of unknown origins or suspicious emails shall not be open and shall be deleted immediately.
(6) Network use: No fraudulent use or diddling of the assigned IP; no unauthorized connection to the corporate network; no unauthorized erection of wireless transceiving equipment.
(7) Periodic policy announcement, case study, and awareness education of information security: Publish the related policies, case study, and awareness education of information security over the corporate network or by email to keep employees updated with and follow the information security policies.
- Specific cybersecurity management plans and resources:
(1) Updating and improvement of IT infrastructure:
① Purchase new server hardware and software and update server and client OS to the latest version.
② Implement the vulnerability scan system to reduce information security problems from loopholes.
③ Update network equipment and increase backup lines and equipment to prevent business disruption caused by the damage of single equipment or single line.
(2) Strengthening backup mechanism:
① Purchase new-model backup solutions.
② Establish new SOPs for backup, recovery, and disaster response drills.
③ Build the server redundancy mechanism to reduce post-disaster downtime.
(3) Strengthening information security concept in employees:
Apart from invasion from outside, increasing information security incidents are caused by the infection of employee equipment, resulting in information security incidents of larger scale.
① Periodically announce policies, case study, and aware education of information security.
② Education and training for information security for employees
78
to raise awareness of information security inside and outside the Company.
(II) List the losses, potential impact, and counteractions of cybersecurity incidents in the most recent year and by the date of report publication or state the factors preventing the reasonable estimation of them: None.
VII. Important contracts:
| Nature of Contract | Concerned Party | Contract Starting/Ending Dates | Major Content | Limitations |
|---|---|---|---|---|
| Agency | NVIDIA | Jan-Dec 2025 | Product sales | None |
| Dispose of investment | ADATA Technology Co., Ltd | April, 2025 | Share transfer of Leadtek BioMed, Inc. | None |
| Project | Government Unit | Jan. 2025~Dec. 2025 | Purchase Project | None |
| Authorization | SWT Solutions Inc. | Feb. 2025~Mar. 2026 | Technology Authorization | None |
| Loan | The Shanghai Commercial & Savings Bank | Aug 2021-Aug 2026 | Long-term loan | None |
Five. Review and analysis of the financial position and operational performance and risk management:
I. Financial position
Comparison of financial position of the past two years:
Unit: NTD thousands
| Year Item | 2025 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 1,148,105 | 2,596,419 | (1,448,314) | (55.78) |
| Property, plant, and equipment | 197,012 | 200,219 | (3,207) | (1.60) |
| Other assets | 154,145 | 171,976 | (17,831) | (10.37) |
| Total assets | 1,499,262 | 2,968,614 | (1,469,352) | (49.50) |
| Current liabilities | 356,865 | 2,228,983 | (1,872,118) | (83.99) |
| Non-current liabilities | 55,795 | 155,452 | (99,657) | (64.11) |
| Total liabilities | 412,660 | 2,384,435 | (1,971,775) | (82.69) |
| Share capital | 939,460 | 839,460 | 100,000 | 11.91 |
| Capital surplus | 363,622 | 187,192 | 176,430 | 94.25 |
| Retained earnings | (218,438) | (445,094) | 226,656 | (50.92) |
| Other equity interest | 1,958 | 2,598 | (640) | (24.63) |
| Non-controlling interests | 0 | 23 | (23) | (100.00) |
| Total equity | 1,086,602 | 584,179 | 502,423 | 86.00 |
| Major causes and impacts of significant changes in assets, liabilities, and equity in the past two years, and the future response plan (difference up to 20% and more than NT$10 million).(1) The decrease in current assets was mainly due to a significant decrease in inventory.(2) The decrease in current liabilities was mainly due to a significant decrease in contract liabilities (current liabilities).(3) The decrease in non-current liabilities was mainly due to a decrease in long-term borrowings.(4) The increase in capital reserves was mainly due to the premium per share from the cash capital increase in the previous year.(5) The increase in retained earnings was mainly due to the use of capital reserves to offset losses in the previous year. |
81
II. Financial performance
(I) Comparison of operational results in the past two years
Unit: NTD thousands
| Year
Item | 2025 | 2024 | Increased
(reduced)
amount | Change ratio
% |
| --- | --- | --- | --- | --- |
| Operating revenue | 4,435,960 | 4,208,020 | 227,940 | 5.42 |
| Operating costs | 4,000,364 | 3,870,689 | 129,675 | 3.35 |
| Gross profit | 435,596 | 337,331 | 98,265 | 29.13 |
| Operating expenses | 349,080 | 612,313 | (263,233) | (42.99) |
| Non-operating income and
expenses | (13,969) | 5,596 | (19,565) | (349.62) |
| Profit (loss) from continuing
operations before tax | 72,547 | (269,386) | 341,933 | (126.93) |
| Tax expense (income) | 24,959 | 5,344 | 19,615 | 367.05 |
| Income (Loss) | 36,546 | (439,909) | 476,455 | (108.31) |
| Other comprehensive income | 2,275 | 14,281 | (12,006) | (84.07) |
| Total Comprehensive income | 38,821 | (425,628) | 464,449 | (109.12) |
| Net income (loss) attributable
to owner of the parent company | 36,453 | (441,211) | 477,664 | (108.26) |
| Total comprehensive income
(loss) attributable to owner of
the parent company | 38,824 | (426,931) | 465,755 | (109.09) |
| Major causes of significant changes in the revenue, net income, and net income
before tax in the past two years:
(Analysis of differences up to 20% and an amount over NT$10 million).
(1) The increase in gross profit was mainly due to an increase in gross profit margin.
(2) The decrease in operating expenses was due to organizational restructuring.
(3) The increase in non-operating expenses was mainly due to increased foreign
exchange losses and increased losses from investments recognized under the
equity method.
(4) The increase in income tax expense was due to increased income tax expense of
the consolidated company, Leadtek Shanghai.
(5) The decrease in other comprehensive (profit) losses was mainly due to a
decrease in exchange differences in the translation of financial statements of
overseas operating entities. | | | | |
(II) Estimated sales volume and the basis, the potential impacts on the company's future operations, and counteractions:
In the computer industry, continuous sales growth is expected during the development towards cloud computing. Significant sales growth is also expected in workstation graphics cards and server HPC cards in the deep learning and AI domains. We will continuously invest in R&D to develop new technology and new products to maintain long-term competitiveness against the changes in the industry.
82
III. Cash flow:
Analysis of cash flow in the most recent year:
Consolidated financial statements
Unit: NTD thousands
| Opening cash balance | Annual net cash flow from operating activities | Annual net cash flow from investing activities | Annual net cash flow from fundraising activities | Effects of changes in foreign exchange rates | Year-end cash balance |
|---|---|---|---|---|---|
| 433,028 | 53,457 | (58,797) | 33,401 | (1,354) | 459,735 |
| 1. Analysis of changes in cash flow in 2025: (1) Operating activities 53,457 NTD thousand This was mainly due to the decrease in inventory in the current year. (2) Investing activities: (58,797) NTD thousand This was mainly due to the increase in the amount invested in reinvested companies during the year. (3) Financing activities: 33,401 NTD thousand This was mainly due to the repayment of loans through cash capital increases during the year. 2. Improvement plan for inefficient liquidity: None. 3. Analysis of cash liquidity in the next year: | |||||
| Opening cash balance | Expected annual net cash flow from operating activities | Expected annual cash in/out flows | Expected amount of cash balance (deficiency) | Remedy for expected cash deficiency | |
| Investment plans | Financial management plans | ||||
| 459,735 | (96,334) | 83,112 | 579,181 | - | - |
| Analysis of changes in cash flow in 2026: (1) Operating Activities: Increased demand for materials is expected to generate cash outflows due to projected business growth. (2) Investing Activities: Acquisition of operating assets is expected to generate cash outflows. (3) Financing Activities: Increased short-term borrowings are expected to support material procurement needs. |
83
IV. Influence of major capital spending on financial position and operation in the most recent year: None.
V. Re-investment policies, main causes of gains/losses, and improvement plans in the most recent year, and investment plans in the next year:
(I) Re-investment policy:
Overseas subsidiaries are established in response to the Company’s operational needs to develop and complete marketing network and provide quick after-sale service. In consideration of the future development strategy, we seek investment partners based on the Company’s product ranges and industry.
(II) Analysis of gains or losses on re-investment:
The losses from re-investment recognized according to the equity method in 2025 were NT$ 54,280 thousand. We adopt the equity method for long-term strategic investments. The losses are within the Company’s control.
(III) Re-investment plans in the next year:
Capital increase and marketing channel deployment of existing investees are the Company’s major principle. We also invest in companies with unique technology to ensure technological leadership and thereby maintain the Company’s competitiveness and growth.
VI. Risk matters required for analysis and assessment in the most recent year and by the date of report publication:
(I) Impact of interest rate, exchange rate, and inflation on the company’s financial position and counteractions:
-
Interest rate: Our company primarily trades in US dollars and New Taiwan dollars. With President Trump's tariff and trade war in the US and the Iraq War, international commodity prices have risen, and inflation is expected to be more pronounced than in the past, reducing the likelihood of interest rate cuts. Domestic central banks will also adjust interest rates in response to price fluctuations. Our company plans to gradually repay loans with future operating cash inflows to mitigate the risk of rising interest rates.
-
Exchange rate: Over 80% of our revenues are gained from export trade mainly using USD. Natural hedging is our main control of currency risk. Other methods include reducing assets in foreign currencies and the net balance of foreign currency liabilities and hedging currency risk with
84
forward exchange contracts for positions with higher foreign currency income.
- Inflation: The tariff trade war implemented by US President Trump and the Iraq War, which broke out in 2026, have led to rising international commodity prices and an expected increase in inflation compared to the past. Our company adjusts its selling prices and terms of purchase and sale according to market conditions, and we anticipate that inflation will have a limited impact on the company.
(II) Policies, main reason(s) for gains or losses, and future counteractions for engaging in high-risk and high-leverage investments, lending, offering guarantees and endorsements, and derivatives transactions.
So far, we have not engaged in high-risk or high-leverage investments. Loans, guarantees, and endorsements for others and derivatives transaction are implemented according to the policies and counteractions stipulated in the Company's "Procedures for Acquisition and Disposal of Assets", "Procedures for Engagement with Derivatives Transactions", "Procedures of Loaning of Funds", and "Procedures for Making of Endorsements/Guarantees"
(III) Future R&D projects and planned R&D funds:
The R&D projects are implemented as scheduled, and the R&D fund is about 1-3% of the Company's revenue.
(IV) Influence of significant changes in policies and laws at home or abroad on finance and operations and counteractions: None.
(V) Influence of changes in technology (including information security risks) and industry on finance and operations and counteractions:
Response Measures:
Information architectures and application systems are quite complex. To prevent and mitigate potential vulnerabilities and attacks, and to avoid the damage caused by such attacks, the Company, in addition to implementing relevant information security management measures, continuously introduces relevant enhanced protection technologies within its annual plan to address changes in information security risks.
In response to industry-related technological changes, we will strengthen our R&D capabilities and monitor domestic and international technological and
85
market developments to adapt to changes in the technology industry. On the other hand, technological change also presents business opportunities. In addition to continuously focusing on improving product functionality and cost control, we are also actively developing new products to adapt to the unpredictable nature of the industry.
(VI) Influence of changes in market presence on crisis management and counteractions: None.
(VII) Expected benefits and potential risks of mergers and acquisitions and countermeasures: None.
(VIII) Expected benefits and potential risks of factory expansion and counteractions: None.
(IX) Potential risk of purchase or sales centralization and counteractions: None.
(X) Influence and potential risk of the massive transfer or exchange of shares of the directors or major shareholders holding over 10% of the shareholding and counteractions: None.
(XI) Influence and risks of management changes and counteractions: None.
(XII) Litigious and non-litigious events: List the major litigious events, non-litigious events, or administrative remedies with confirmed verdicts or in progress of the company and its directors, president, actual person-in-charge, and major shareholders holding over 10% of the shareholding; subsidiaries; and affiliates, and disclose the facts in dispute, target amount, starting date of litigation, major parties involving in the litigation, and the status by the date of report publication when the results of such may significantly affect the equity or stock prices: None.
(XIII) Other material risks and counteractions:
Recently, the U.S. government has expanded its ban on the export of high-standard GPU products to China, including the products represented by our company, which has affected our sales performance in China. The Company will continue to pay close attention to changes in the general environment, flexibly adjust its organization and business, and at the same time strengthen working capital to respond to various changes.
VII. Other important matters: None.
86
Six. Special Remarks
I. Information of affiliates
(I) Consolidated business report
- Overview of affiliates
(1) Organizational chart of affiliates

(2) Basic data of affiliates
Unit: NTD thousand
| Name | Date of establishment | Address | Paid-in capital | Major services or products |
|---|---|---|---|---|
| Leadtek Holding Inc. | Sep. 2001 | Beaufort House, P.O. Box 438, Road Town, Tortola British Virgin Islands | USD7,500 | Overseas holdings company. |
| Leadtek Biomed Inc.(“WeGene Technologies Inc.”renamed) | Oct. 2000 | 18F., No.166, Iian 1^{st} Rd., Zhonghe Dist., New Taipei City, Taiwan, R.O.C. | NTD201,000 | R&D, agency, and sales of medical devices and health food |
| Leadtek (Shanghai) Research Inc. | May 2002 | Room 502C, Block E, No. 1978, Lianhua Road, Minxing District, Shanghai City, P.R.C. | USD5,500 | Take charge of the promotion, marketing, and service of the Company’s products in mainland China. |
(3) Data of common shareholders inferred to have control or to be in a subordinate relationship in accordance with Article 369-3, Company Act: None.
(4) Description of services of affiliates
A. Established Leadtek Holding Inc. in September 2001 as the Company’s overseas holdings company.
B. Established Leadtek Biomed Inc.(“Wegene Technology Inc.” renamed) in October 2000 to engage in the R&D, agency, and sales of medical devices and health food.
C. Established Leadtek (Shanghai) Research Inc. in May 2002 through investment of Leadtek Holding Inc. to take charge of the marketing and after-sale services of the Company’s products in mainland China.
88
(5) Data of directors, supervisors, and president of affiliates
| Name | Title | Name or name of representative | Shareholding Number of shares | Shareholding percentage |
|---|---|---|---|---|
| Leadtek Holding Inc. | Director | Leadtek Research Inc. (Representative: Lu Kun-Shan) | 7,500,000 | 100.00% |
| Leadtek Biomed Inc.(“WeGene Technologies Inc.” renamed) | Chairman | ADATA Technology Co., Ltd. (Representative: Chen Li-Bai ) | 8,200,000 | 40.80% |
| Director | ADATA Technology Co., Ltd. (Representative: Huang Qi-Cheng) | 8,200,000 | 40.80% | |
| Director | ADATA Technology Co., Ltd. (Representative: Lai Yu-Ren) | 8,200,000 | 40.80% | |
| Director | Leadtek Research Inc (Representative: Liang Chuan-Chieh) | 5,100,000 | 25.37% | |
| Director | Cheng Mei Materials Technology Corporation (Representative: Liang Chuan-Chieh) | 3,200,000 | 15.92% | |
| Director | Chen Chun-Sheng | 3,200,000 | 15.92% | |
| Director | Lu Kun-Shan | 124,000 | 0.62% | |
| Supervisor | Lin Wan-Qing | 0 | 0% | |
| Supervisor | Li Zeng-Hua | 0 | 0% | |
| Leadtek (Shanghai) Research Inc.(Note 1) | Director | Leadtek Holding Inc (Representative: Lu Kun-Shan) | USD5,500,000 | 100% |
Note 1: Limited Company, 100% owned by Leadtek Holding Inc.
2025.12.31
Unit: NTD thousands
| Name | Share capital | Total assets | Total liabilities | Net worth | Operating revenue | Operating profit (loss) | Current net profit (after tax) | EPS (NTD) |
|---|---|---|---|---|---|---|---|---|
| Leadtek Holding Inc.(BVI) | 235,725 | 421,750 | 0 | 421,750 | 0 | 0 | (16,559) | (2.21) |
| Leadtek Biomed Inc. | 201,000 | 140,235 | (34,113) | 106,122 | 72,295 | (83,403) | (94,834) | (4.72) |
| Leadtek (Shanghai) Research Inc. | 172,865 | 619,264 | 197,524 | 421,740 | 2,804,793 | 23,936 | (16,559) | (0.37) |
90
(II) Statement of consolidated financial statements of affiliates
The Company's financial statements for the year of the Republic of China (from January 1, 2025 to December 31, 2025) shall be included in the preparation of consolidated financial statements of related companies in accordance with the "Company Standards for Consolidated Financial Statements and Reports of Related Companies". The company is the same company that should be included in the preparation of the consolidated financial statements of the parent and subsidiary companies in accordance with IFRS No. 10 approved by the Financial Supervisory Commission, and the relevant information that should be disclosed in the consolidated financial statements of the related companies is in the consolidated financial statements of the parent company and the subsidiary company. It has been disclosed so that the company will no longer prepare separate consolidated financial statements of related enterprises.
(III) Relationship report: Not applicable.
II. Private placement of securities in the most recent year and by the date of report publication: None.
III. Other supplementary information: None.
IV. Matters with significant impact on equity or stock prices as stipulated in Article 36, paragraph 2, subparagraph 2, Securities and Exchange Act in the most recent year and by the date of report publication: None.
91
Leadtek Research Inc.
Chairman: Lu, Kun-Shan

LEADTEK
鹿臺科技股份有限公司
Leadtek Research Inc.
保曾廣告投註
02-29257555 腦印