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LOTES — Annual Report 2025
May 20, 2026
52339_rns_2026-05-20_562d4acd-33c5-4a38-8315-d8d67aa3a4d1.pdf
Annual Report
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LOTES
Stock Code: 3533
Lotes Co., LTD
2025
Annual Report
Notice to readers
This English version annual report is a translation of the Chinese version. If there is any inconsistency or discrepancy between the English version and Chinese version, the Chinese version shall prevail for all intents and purpose
Published on May 11, 2026
Annual report available at: https://www.twse.com.tw
Company Website: https://www.lotes.cc
- Information on the Company's spokesperson:
Name: Tsai, Ming-Jui
Title: Senior Vice President of Sales
Telephone Number: (02)2433-1110
E-mail Address: [email protected]
Information on the Company's acting spokesperson:
Name: Lee, Kuang-Ching
Title: Project Manager of the President's Office
Telephone Number: (02)2433-1110
E-mail Address: [email protected]
-
Addresses and telephone numbers of the head office, branch offices, and factories
Headquarter: No. 15, Wuxun St., Anle Dist., Keelung City
Telephone Number: (02)2433-1110
Factory: No. 15, Wuxun St., Anle Dist., Keelung City
Telephone Number: (02)2433-1110 -
The name, address, website, and telephone number of the share registrar and transfer agent
Name: SinoPac Securities Corporation
Address: 3F., No. 17, Bo'ai Rd., Taipei City
Website: https://securities.sinopac.com/
Telephone Number: (02) 2381-6288 -
The name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone:
Name of CPAs: Li, Feng-Hui and Hsiao, Ya-Wen
Name of Accounting Firm: KPMG Taiwan
Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City
Website: https://kpmg.com/tw/
Telephone Number: (02) 8101-6666 -
The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: N/A
-
Company website: https://www.lotes.cc
Table of Contents
I. Report to Shareholders ... 1
II. Corporate Governance Report ... 4
(i) Information on Directors, Supervisors, President, Vice President, Assistant Vice President, Heads of departments and branches ... 4
(ii) Compensation Paid to Directors, Supervisors, President, and Vice Presidents in the Most Recent Fiscal Year ... 16
(iii) Corporate governance operations ... 22
(iv) Information on CPA fees ... 76
(v) Information on Change of CPA ... 76
(vi) The Company’s Chairman, President, and managers in charge of finance or accounting affairs did not hold any positions in the Company’s independent auditing firm or its affiliates during the latest fiscal year ... 76
(vii) Share transfers and pledges by the Company’s directors, supervisors, managerial officers, and shareholders holding more than 10% of the Company’s shares ... 76
(viii) Information on the Top Ten Shareholders, Including Whether They Are Related Parties, Spouses, or Relatives Within the Second Degree of Kinship ... 78
(ix) Information on the shareholding in any single investee by the Company, the Company’s directors, supervisors, managerial officers, and enterprises directly or indirectly controlled by the Company, and the combined shareholding percentage ... 79
III. Capital Overview ... 80
(i) Capital and shares ... 80
(ii) Issuance of corporate bonds ... 86
(iii) Issuance of preferred shares ... 88
(iv) Issuance of global depository receipts ... 88
(v) Employee subscription warrants ... 88
(vi) Status of Issuance of Restricted Shares for Employees ... 88
(vii) Status of Issuance of New Shares in Connection with Mergers and Acquisitions or Acquisition of Shares of Other Companies 88
(viii) Status of Implementation of Capital Utilization Plans 88
IV. Overview of Business Operations 89
(i) Description of the business 89
(ii) Overview of market, production and sales 95
(iii) Information on Employees for the Most Recent Two Fiscal Years and Up to the Publication Date of the Annual Report 100
(iv) Environmental Protection Expenditures 100
(v) Labor relations 100
(vi) Information Security Management 101
(vii) Important contracts 103
V. Review and Analysis of Financial Condition, Financial Performance, and Risk Management Matters 104
(i) Financial position 104
(ii) Financial Performance 105
(iii) Cash flow 106
(iv) Impact of major capital expenditures in the most recent year on financial position and business operations 106
(v) Reinvestment policy for the most recent year, main reasons for profit or loss, improvement plans, and investment plans for the coming year 106
(vi) Analysis and Assessment of Risk Management Matters 106
(vii) Other important matters 108
VI. Special Notes 109
(i) Related information of affiliates 109
(ii) Private placement of securities in the most recent year and as of the publication date of the
annual report ... 109
(iii) Other matters requiring supplementary explanation ... 109
VII. For the most recent year and as of the date of the annual report, if any event occurred that had a significant impact on shareholders' equity or the price of securities as defined in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act ... 109
I. Report to Shareholders
(i) Business Report for 2025
(1) Operating Overview
The Company's consolidated operating revenue for 2025 amounted to NT$33.783 billion, representing an increase of 12.3% compared to NT$30.089 billion in 2024. The scale of revenue continued to expand while maintaining strong growth momentum. Net profit attributable to owners of the Company for the same year amounted to NT$7.866 billion, representing a decrease of 15.2% from NT$9.277 billion in 2024. Earnings per share were NT$70.17, a decrease of 15.2% compared to NT$82.77 in 2024.
Overall, revenue maintained growth and repeatedly reached record highs during the year; however, profitability declined from the previous year mainly due to the impact of exchange rate fluctuations. As the Company primarily conducts transactions and receives payments in U.S. dollars, appreciation of the New Taiwan dollar reduces the translated amount of U.S. dollar-denominated revenue in New Taiwan dollars and results in foreign exchange gains or losses arising from exchange rate fluctuations, thereby affecting profitability for the current period.
Looking ahead, the Company will continue to focus on high-growth application areas, including servers, AI-related connectivity solutions, and high-speed transmission products. Through optimizing product mix, increasing the penetration rate of high-end specification products, and strengthening customer relationships, the Company will continue to enhance its core competitiveness and profitability foundation of its core business. In terms of foreign exchange risk management, the Company will continue to closely monitor international economic conditions and developments in the foreign exchange market, and prudently adopt natural hedging strategies and necessary foreign exchange hedging measures based on foreign currency receipts and payments positions, funding requirements, and risk exposure. Together with integrated planning in pricing strategies, procurement management, and capital allocation, the Company aims to mitigate the impact of exchange rate fluctuations on revenue and profitability. Meanwhile, the Company will continue to strengthen cost control and operational efficiency, prudently respond to changes in the external environment, improve overall operating performance, and continuously create long-term value for shareholders.
(2) Results of Operating Plan Implementation and Profitability Analysis
- Results of Operating Plan Implementation
Unit: NT$ thousands
| Item | 2025 | 2024 | Increase (Decrease) Amount | Increase (Decrease) Percentage |
|---|---|---|---|---|
| Operating Revenue | 33,783,411 | 30,088,992 | 3,694,419 | 12.28% |
| Operating Costs | 16,449,732 | 14,319,522 | 2,130,210 | 14.88% |
| Gross Profit | 17,333,679 | 15,769,470 | 1,564,209 | 9.92% |
| Net Profit Attributable to Owners of the Company (After Tax) | 7,865,999 | 9,276,952 | -1,410,953 | -15.21% |
- Analysis of Financial Position and Profitability
| Item | 2025 | 2024 | ||
|---|---|---|---|---|
| Profitability (%) | Return on Assets | 15.73 | 21.20 | |
| Return on Equity | 21.14 | 29.10 | ||
| Ratio to Paid-in Capital | Operating income | 919.21 | 910.35 | |
| Profit Before Tax | 905.57 | 1054.68 | ||
| Net profit margin | 23.28 | 30.83 | ||
| Earnings Per Share After Tax | 70.17 | 82.77 |
- Research and Development Status
In order to continuously provide customers with high-quality and high-precision products, the Company has long invested in the development of design, manufacturing process, quality control, and testing capabilities, while continuing to advance toward technologies featuring fine pitch, high density, and high-speed transmission to meet the demand for high-frequency, high-speed, and highly reliable interconnect solutions driven by server/AI and high-performance computing applications.
In recent years, the Company's R&D focus has centered on high-speed transmission connectors and cables, QD-related products, and new interconnect solutions for AI server applications. Through joint development, certification, and mass production introduction mechanisms with international customers, the Company has accelerated the cycle from product design introduction to mass production ramp-up.
At the same time, for certain new products that may initially experience relatively lower gross margin structures due to process ramp-up or insufficient economies of scale, the Company will improve cost structures through product portfolio management, enhanced manufacturing efficiency, and scaled mass production in order to maintain stable overall profitability.
(ii) Operating Plan and Outlook for 2026
(1) Business Plan
- Business Strategies
(1) Continue to deepen the Company's presence in core markets including Europe, the United States, Mainland China, and Taiwan, strengthen local business connections, and flexibly allocate production capacity between Mainland China and Vietnam to optimize resource allocation and respond swiftly to changes in global market demand.
(2) Strengthen the R&D team, continuously develop new products and enhance technological capabilities in order to improve the Company's core technologies and establish competitive advantages.
(3) Integrate group resources to improve production and management capabilities, reduce production costs, and enhance operational efficiency.
- Important Production and Sales Policies
(1) Strengthen customer relationship management to enhance competitive efficiency and actively maintain close cooperative relationships with major international manufacturers.
(2) Adopt a customer-oriented approach by staying close to leading market manufacturers and providing customers with diversified product services.
(3) Improve factory management efficiency and division of labor among domestic and overseas production sites, while strengthening inventory management capabilities to effectively control production costs and enhance production and sales mechanisms.
(2) Future Outlook
Looking ahead, the Company will continue to face intense market competition and an economic environment full of uncertainties. Nevertheless, in addition to strengthening close cooperative relationships with customers, the Company will continue to improve and develop its existing products and adopt a diversification strategy. By maintaining strong partnerships with internationally renowned professional manufacturers, the Company aims to enhance market sensitivity, fully grasp new product development trends, and develop niche products with competitive advantages. Through these efforts, the Company expects to strengthen its competitive advantages within the industry, successfully achieve its operating goals, and continuously maximize shareholder value.
Best wishes,
Chairman: Chu, Te-Hsiang
President: Ho, Te-Yu
Accounting Manager: Wu, Chia-Chi
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II. Corporate Governance Report
(i) Information on Directors, Supervisors, President, Vice President, Assistant Vice President, Heads of Departments and Branches
(1) Information on Directors
As of the book closure date for the current year’s Annual Shareholders’ Meeting: April 14, 2026
| Title | Nationality/Place of Registration | Name | Gender Age | Date elected | Term (year) | First Election Date | Shareholding at Election | Current Shareholding | Shares Held by Spouse and Minor Children | Shares Held in the Name of Others | Experience (Education) | Concurrent Positions | Executives, Directors or Supervisors who are spouses or relatives within the second degrees of kinship | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||||
| Chairman | R.O.C. | Jiaming Investment Co., Ltd. Representative: Chu, Te-Hsiang | Male 61-70 | June 13, 2024 | 3 | October, 2004 | 10,040,037 | 9.70% | 9,797,037 | 8.71% | 0 | 0 | 0 | 0 | Taishan Senior High School/ Mechanical Engineering Program; Lotes Co., Ltd./Chairman | Chairman of the Company and Director of the Research and Development Division Lotes Suzhou Co., Ltd./Chairman Lintes Technology Co., Ltd./Chairman Compertum Microsystems Inc./Chairman LeRain Technology Co., Ltd./Chairman Lotes Guangzhou Co., Ltd./Vice Chairman | Assistant Vice President of the President’s Office President | Chu-Chen, Yi-Hui Ho, Te-Yu | Spouse Brother | |
| Director | R.O.C. | Golden Grown Co., Ltd. Representative: Ho, Te-Yu | Male 51-60 | June 13, 2024 | 3 | October, 2004 | 10,040,037 | 9.70% | 10,956,237 | 9.74% | 0 | 0 | 0 | 0 | Chung-Pu Junior High School Northern Occupational Training Council/ Die and Mold Training Program Lotes Guangzhou Co., Ltd./President | Lotes Co., Ltd./President Lotes Guangzhou Co., Ltd./Chairman Lotes Hengnan Co., Ltd./Chairman Lotes Suzhou Co., Ltd./Vice Chairman Lotes Zhongshan Co., Ltd./Chairman Lintes Technology Co., Ltd./Director Compertum Microsystems Inc./Director | Chairman | Chu, Te-Hsiang | Brother |
| Title | Nationality/Place of Registration | Name | Gender Age | Date elected | Term (year) | First Election Date | Shareholding at Election | Current Shareholding | Shares Held by Spouse and Minor Children | Shares Held in the Name of Others | Experience (Education) | Concurrent Positions | Executives, Directors or Supervisors who are spouses or relatives within the second degrees of kinship | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||||
| Director | R.O.C. | Hsieh, Chia-Ying | Male | |||||||||||||||||
| 51-60 | June 13, 2024 | 3 | June, 2013 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | National Taiwan University/Master of Business Administration | ||||||||
| National Taiwan University/B.S. in Electrical Engineering | ||||||||||||||||||||
| Reahek Semiconductor Corp./Executive Assistant to the President | ||||||||||||||||||||
| Communicator Venture Management Inc./Vice President | ||||||||||||||||||||
| MIS Joint International Co., Ltd./Vice President | Lehek Inc./Director | |||||||||||||||||||
| Total Fortune Capital Limited/Executive Director | ||||||||||||||||||||
| Sunplus Innovation Technology Inc./Independent Director | None | None | None | |||||||||||||||||
| Director | R.O.C. | Sun, Cheng-Zhong | Male | |||||||||||||||||
| 61-70 | June 13, 2024 | 3 | June 13, 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Oklahoma State University, U.S.A. / M.S. in Electrical and Computer Engineering | ||||||||
| Intel Capital/ Asia Managing Director | ||||||||||||||||||||
| Intel / Product Line Manager, Asia Pacific Market | ||||||||||||||||||||
| Intel / Technical Project Manager, Marketing | ||||||||||||||||||||
| Intel / R&D Engineer | None | None | None | None | ||||||||||||||||
| Independent Director | R.O.C. | Wang, Jen-Chun | Female | |||||||||||||||||
| 51-60 | June 13, 2024 | 3 | July 16, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | University of Pennsylvania/PhD in Law | ||||||||
| Clerk Division for the Grand Justices at the Judicial Yuan/Assistant to the Grand Justices | Tsar and Tsai Law Firm/Partner | None | None | None |
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| Title | Nationality/Place of Registration | Name | Gender
Age | Date
elected | Term
(year) | First
Election
Date | Shareholding at
Election | | Current
Shareholding | | Shares Held by
Spouse and
Minor Children | | Shares Held in
the Name of
Others | | Experience
(Education) | Concurrent Positions | Executives, Directors or
Supervisors who are spouses
or relatives within the second
degrees of kinship | | | Remarks |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Shares | % | Shares | % | Shares | % | Shares | % | | | Title | Name | Relation | |
| Independent Director | R.O.C. | Chiang, I-Cheng | Male
61-70 | June 13, 2024 | 3 | July 16, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | University of Delaware/PAD in Mechanical Engineering
Taiwan Aerospace Corp./Senior Engineer
Taiwan High Speed Rail Corporation/Project Manager
Department of Mechanical Engineering, Chinese Culture University/Assistant Professor, Associate Professor, Professor and Department Director
Chinese Culture University/University Affairs Development Committee Member | Department of Mechanical Engineering, Chinese Culture University/Professor | None | None | None | |
| Independent Director | R.O.C. | Wu, Chang-Hsiu | Female
51-60 | June 13, 2024 | 3 | July 16, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Drexel University/MBA
Ding Shao Certified Public Accountants Taipei Branch/Chief CPA
Ding Shao Certified Public Accountants/Partner CPA
Department of International Business, National Taipei University of Business /Adjunct Lecturer
Public Service Pension Fund Management Board/Clerk of Department of Foreign Affairs
National Taxation Bureau of the Southern Area Minsiong Office/Clerk of Tax Affairs
Department of Accounting and Information Technology, National Chung Cheng University/Adjunct Lecturer
Deloitte Taiwan/Deputy Group Leader
KPMG Taiwan/Analyst | Deashine CPA Firm/CPA
Innovation Incubation Center, National Taipei University of Technology/Counselor
Academia-Industry Collaboration and Technology Licensing Center, National Taiwan Ocean University/Counselor | None | None | None | |
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Table 1: Major Shareholders of Institutional Shareholders
As of the book closure date for the current year's Annual Shareholders' Meeting: April 14, 2026
| Name of Institutional Shareholder | Major Shareholders of Institutional Shareholder |
|---|---|
| Jiaming Investment Co., Ltd. | Fu Pei Yen Investment Co., Ltd. (100%) |
| Golden Grown Co., Ltd. | Qian An Investment Co., Ltd. (100%) |
Note 1: Where a director or supervisor serves as a representative of an institutional shareholder, the name of such institutional shareholder shall be disclosed.
Note 2: The names of the major shareholders of such institutional shareholder (holding among the top ten shareholding ratios) and their shareholding percentages shall be disclosed. If any of the major shareholders is itself a legal entity, such information shall also be disclosed in Table 2 below.
Table 2: Major Shareholders That Are Legal Entities Listed in Table 1 and Their Major Shareholders
As of the book closure date for the current year's Annual Shareholders' Meeting: April 14, 2026
| Name of Institutional Shareholder | Major Shareholders of Institutional Shareholder |
|---|---|
| Fu Pei Yen Investment Co., Ltd. | Chu, Te-Hsiang (31.08%), Chu, Chen Yi-Hui (34.36%), Chu, Pei-Hsuan (11.52%), Chu, Yen-Ni (11.52%), and Chu, Ching-Fu (11.52%) |
| Qian An Investment Co., Ltd. | Ho, Te-Yu (72.26%), Ho, Shuo-Chieh (13.87%), and Ho, Chu-Yen (13.87%) |
Note 1: If the major shareholder listed in Table 1 is a legal entity, the name of such legal entity shall be disclosed.
Note 2: The names of the major shareholders of such legal entity (holding among the top ten shareholding ratios) and their shareholding percentages shall be disclosed.
- Disclosure of Directors' Professional Qualifications and Independence of Independent Directors
| Term Name | Professional qualifications and experiences | Compliance with independence circumstances | Number of other public companies that the director concurrently serves as an independent director |
|---|---|---|---|
| Chairman Chu, Te-Hsiang | With more than 30 years of experience in connector R&D and manufacturing and business administration. No circumstances specified in Article 30 of the Company Act. | 1 | |
| Director Ho, Te-Yu | With more than 30 years of experience in connector R&D and manufacturing and business administration. No circumstances specified in Article 30 of the Company Act. | No | |
| Director Hsieh, Chia-Ying | Has professional expertise and experience in engineering and business administration. Worked as an independent director of the Company. Currently serves as a director of | 1 |
| Term | Name | Professional qualifications and experiences | Compliance with independence circumstances | Number of other public companies that the director concurrently serves as an independent director |
|---|---|---|---|---|
| Leltek Inc, the Executive Director | ||||
| Total Fortune Capital Limited, and an independent director of Sunplus Innovation Technology Inc. | ||||
| No circumstances specified in Article 30 of the Company Act. | ||||
| Director | ||||
| Sun, Cheng-Zhong | With the expertise and experience in both engineering and business management. Previously served as Managing Director of Intel Capital Asia, Product Line Manager for Asia Pacific Marketing at Intel, and Technical Project Manager in Marketing at Intel. | |||
| No circumstances specified in Article 30 of the Company Act. | No | |||
| Independent | ||||
| Director | ||||
| Wang, Jen-Chun | Has an academic and professional background in law. | |||
| An attorney and patent attorney in the R.O.C. and an attorney admitted in New York, U.S.A. | ||||
| Currently serve as a Partner at Tsar and Tsai Law Firm. | ||||
| No circumstances specified in Article 30 of the Company Act. | The independent director meets all independence requirements, which include but are not limited to the following conditions: | |||
| The director, their spouse, and relatives within the second degree of kinship: | ||||
| Do not serve as directors, supervisors, or employees of the Company or its affiliates; | ||||
| Do not hold any shares of the Company; | ||||
| Do not serve as directors, supervisors, or employees of any company having a specific relationship with the Company; and | ||||
| Have not received any remuneration for providing commercial, legal, financial, or accounting services to the Company or its affiliates within the past two years. | No | |||
| Independent | ||||
| Director | ||||
| Chiang, I-Cheng | Has an academic and professional background in mechanical engineering. | |||
| Currently serves as a professor at the Department of Mechanical Engineering, Chinese Culture University. | ||||
| Serves as the convener of the Remuneration Committee of the Company. | The independent director meets all independence requirements, which include but are not limited to the following conditions: | |||
| The director, their spouse, and relatives within the second degree of kinship: | ||||
| Do not serve as directors, supervisors, or employees of the Company or its affiliates; | No |
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| Term Name | Professional qualifications and experiences | Compliance with independence circumstances | Number of other public companies that the director concurrently serves as an independent director |
|---|---|---|---|
| No circumstances specified in Article 30 of the Company Act. | Do not hold any shares of the Company; Do not serve as directors, supervisors, or employees of any company having a specific relationship with the Company; and Have not received any remuneration for providing commercial, legal, financial, or accounting services to the Company or its affiliates within the past two years. | ||
| Independent Director Wu, Chang-Hsiu | Has an academic and professional background in accounting. A CPA in the R.O.C., a CPA in Pennsylvania, U.S.A., tax litigation agent, patent and trademark agent, corporate sustainability manager, and business valuation appraiser. Currently serves as a CPA at Deashine CPA Firm. Serves as the convener of the Audit Committee of the Company. No circumstances specified in Article 30 of the Company Act. | The independent director meets all independence requirements, which include but are not limited to the following conditions: The director, their spouse, and relatives within the second degree of kinship: Do not serve as directors, supervisors, or employees of the Company or its affiliates; Do not hold any shares of the Company; Do not serve as directors, supervisors, or employees of any company having a specific relationship with the Company; and Have not received any remuneration for providing commercial, legal, financial, or accounting services to the Company or its affiliates within the past two years. | No |
2. Board Diversity and Independence
(1) Board Diversity Policy
In accordance with Rule 20 of the Company's Code of Corporate Governance Practices, the composition of the Board of Directors shall take into account diversity, except that the number of directors who are also managers of the Company shall not exceed one-third of the total number of directors, and that the Company shall develop an appropriate diversity approach with regard to its operation, business model and development needs, which shall include but not be limited to the following two major criteria:
a. Basic qualifications and values: gender, age, nationality and culture, etc.
b. Professional knowledge and skills: professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
Board members should generally possess the knowledge, skills and qualities necessary to carry out their duties. To achieve the desired objectives of corporate governance, the Board as a whole should possess the following competencies:
a. Ability to make operational judgments.
b. Ability to perform accounting and financial analysis.
c. Ability to conduct business administration.
d. Ability to conduct crisis management.
e. Knowledge of the industry.
f. International market perspective.
g. Ability to lead.
h. Ability to make policy decisions.
(2) Implementation of the Board Diversity Policy
The composition of the Board of Directors should take into account the diversity of its membership and develop an appropriate diversity approach in relation to its operations, business model and development needs. The Company re-elected its directors at the 2024 Annual Shareholders' Meeting. Among the current seven directors, there are three independent directors and four non-independent directors, all of whom possess the knowledge, skills, and professional qualities necessary to perform their duties, as well as relevant expertise and experience in accounting, legal affairs, finance, commerce, or corporate management.
In addition, the Company places emphasis on gender equality in the composition of the Board of Directors. The target ratio for female directors is more than 34% (i.e., at least one-third of the Board seats). Currently, among the seven directors, two are female directors, representing 29% of the Board. The Company will continue its efforts to increase the number of female directors in order to achieve the target ratio in the future.
| Management Objectives | Implementation Status |
|---|---|
| At least one-third of the directors shall possess expertise in the electronics industry, marketing, or technology. | Achieved |
| At least one-third of the independent directors shall possess expertise in legal affairs, accounting and finance, or technology. | Achieved |
| Directors concurrently serving as managerial officers of the Company shall not account for more than one-third of the Board seats. | Achieved |
| Independent directors shall not serve more than three consecutive terms. | Achieved |
| Directors of either gender shall account for at least one-third of the Board seats. | Not Yet Achieved |
The diversity status of the Board members is shown in the table below:
The Board of Directors conducts regular annual performance evaluations and confirms that its members possess diverse backgrounds and qualifications suitable for their positions.
【Background of Diversification】
| Name\Item | Basic Information | Background | Experience | Independent directors serving three terms or fewer | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gender | Employee of the Company | Age | Accounting | Law | Finance | Technology | Professional (Professor/ lawyer/ CPA) | Business Administration | R&D, Manufacturing | Investing | |||
| 51-60 | 61-70 | ||||||||||||
| Chairman Chu, Te-Hsiang | M | ☑ | ☑ | ☑ | ☑ | ☑ | |||||||
| Director Ho, Te-Yu | M | ☑ | ☑ | ☑ | ☑ | ☑ | |||||||
| Director Hsieh, Chia-Ying | M | ☑ | ☑ | ☑ | ☑ | ☑ | |||||||
| Director Sun, Cheng-Zhong | M | ☑ | ☑ | ☑ | ☑ | ||||||||
| Independent Director Wang, Jen-Chun | F | ☑ | ☑ | ☑ | ☑ | ☑ | |||||||
| Independent Director Chiang, I-Cheng | M | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ||||||
| Independent Director Wu, Chang-Hsiu | F | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ |
【Diversity Core Items】
| Name\Item | Diversity Core Items | |||||||
|---|---|---|---|---|---|---|---|---|
| Operational judgment | Accounting and financial analysis | Business administration | Crisis management | Knowledge of the industry | International market perspective | Ability to lead | Ability to make policy decisions | |
| Chairman Chu, Te-Hsiang | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |
| Director Ho, Te-Yu | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |
| Director Hsieh, Chia-Ying | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ |
| Director Sun, Cheng-Zhong | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |
| Independent Director Wang, Jen-Chun | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |
| Independent Director Chiang, I-Cheng | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | |
| Independent Director Wu, Chang-Hsiu | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ |
(3) Independence of the Board
a. The Company has 3 independent directors, accounting for $42.86\%$ of the total 7 seats on the Board. The independent directors meet the following independence criteria.
(a) None of them, including each director, their spouse, and relatives within the second degree of kinship, is a director, supervisor or employee of the Company or its affiliated companies.
(b) None of the independent directors, their spouses, or relatives within the second degree of kinship holds shares in the Company, including shares held in the name of another person
(c) None of them is a director, supervisor or employee of a company with a specific relationship with the Company (as stipulated in Article 3, Paragraph 1, Paragraphs 5 to 8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies).
(d) Within the past two years, the independent directors have not received remuneration for providing business, legal, financial, or accounting services to the Company or its affiliates.
b. There are no spousal relationships among the Directors; Chu, Te-Hsiang, Chairman, and Ho, Te-Yu, Director, are brothers, a second-degree kinship relationship. In accordance with Article 26-3, Paragraph 3 of the Securities and Exchange Act, no more than half of the Board of Directors of the Company shall be spouses or relatives within the second degree of kinship among the directors.
c. The Company has established an Audit Committee to replace the functions of supervisors; therefore, no supervisors have been appointed. Therefore, the relationships described in Article 26-3, Paragraph 4 of the Securities and Exchange Act regarding supervisors or relationships between supervisors and directors are not applicable.
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(2) Information on President, Vice President, Assistant Vice President, Heads of Departments and Branches
As of the book closure date for the current year's Annual Shareholders' Meeting: April 14, 2026
| Title | Nationality / Place of Registration | Name | Gender | Date elected | Shareholding | Shares Held by Spouse and Minor Children | Shares Held in the Name of Others | Experience (Education) | Concurrent Positions | Managers who are spouse or consanguineous within two degrees | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| President | R.O.C. | Ho, Te-Yu | Male | August 23, 1986 | 479,149 | 0.43% | 0 | 0.00% | 15,956,237 | 14.18% | Northern Occupational Training Council/Die and Mold Training Program;LOTES GUANGZHOU CO.,LTD./President | Lotes Co., Ltd./PresidentLOTES GUANGZHOU CO.,LTD./ChairmanLOTES HENGNAN CO.,LTD./ChairmanLotes Zhongshan Co., Ltd./ChairmanLintes Technology Co., Ltd./DirectorCompertum Microsystems Inc./Director | Chairman and R&D Director | Chu, Te-Hsiang | Brother | |
| R&D Chief | R.O.C. | Chu, Te-Hsiang | Male | November 8, 2017 | 33,920 | 0.03% | 15,552 | 0.01% | 12,703,425 | 11.29% | Taishan Senior High School/ Mechanical Engineering Program;Lotes Co., Ltd./Chairman | Lotes Co., Ltd./ChairmanLOTES SUZHOU CO., LTD./ChairmanLintes Technology Co., Ltd./ChairmanCompertum Microsystems Inc./ChairmanLeRain Technology Co., Ltd./ChairmanLOTES GUANGZHOU CO., LTD./Vice Chairman | Assistant Vice President of the President's OfficePresident | Chu-Chen, Yi-HuiHo, Te-Yu | SpouseBrother | |
| President's OfficeAssistant Vice President | R.O.C. | Chu-Chen, Yi-Hui | Female | September 28, 1990 | 15,552 | 0.01% | 33,920 | 0.03% | 0 | 0.00% | Chinese Culture University/ Political ScienceLotes Co., Ltd. / Assistant Vice President of the President's Office | Jiaming Investment Co., Ltd./Supervisor | Chairman and R&D Director | Chu, Te-Hsiang | Spouse | |
| Sales DepartmentSenior Vice president | R.O.C. | Tsai, Ming-Jui | Male | November 15, 2007 | 4,000 | 0.00% | 2,710 | 0.00% | 0 | 0.00% | Ming Chuan University/Graduate Institute of International BusinessLotes Suzhou Co., Ltd./Vice President | None | No | No | No | |
| Finance DepartmentManager | R.O.C. | Liu, Hsing-Hsia | Male | June 1, 2006 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Tamkang University/AccountingTCK Technology Co., Ltd./Financial Manager | None | No | No | No | Note1 |
| Finance DepartmentManager | R.O.C. | Wu, Chia-Chi | Female | March 11, 2026 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | National Chung Cheng University / FinanceLotes Co., Ltd. / Special Assistant of the President's Office | None | No | No | No | Note1 |
| Title | Nationality / Place of Registration | Name | Gender | Date elected | Shareholding | Shares Held by Spouse and Minor Children | Shares Held in the Name of Others | Experience (Education) | Concurrent Positions | Managers who are spouse or consanguineous within two degrees | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Finance Department | ||||||||||||||||
| Deputy Manager | R.O.C. | Liang, Shih-Yi | Female | September 28, 2005 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Tamkang University/ Accounting | |||||
| MAEDEN INTERNATIONAL LIMITED/Chief Accountant | None | No | No | No | ||||||||||||
| Business Management Department | ||||||||||||||||
| Assistant Vice President | R.O.C. | Lin, Tsun-Te | Male | January 1, 2010 | 3,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Tamkang University/Master of Information Management | |||||
| FOUND FAIR PLASTIC INDUSTRIAL CO., LTD./Information Manager | None | No | No | No | ||||||||||||
| Business Management Department | ||||||||||||||||
| Auditing Supervisor | R.O.C. | Weng, Kun-Tang | Male | May 12, 2022 | 1,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master’s Degree in Accounting and Financial Management, Lancaster University, United Kingdom | |||||
| Universal Scientific Industrial (Shanghai) Co., Ltd. / Deputy Audit Manager | None | No | No | No | ||||||||||||
| Business Management Department | ||||||||||||||||
| Assistant Vice President | R.O.C. | Lin, Yao-Ching | Male | January 21, 2016 | 100 | 0.00% | 0 | 0.00% | 0 | 0.00% | St. John's University/ Electronic Engineering | |||||
| Foxconn Technology Group/ Quality Control Supervisor | None | No | No | No | ||||||||||||
| Sales Department | ||||||||||||||||
| Vice President | R.O.C. | Li, Cheng-We n | Male | January 21, 2016 | 3,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Vanung University/ Electronic Engineering | |||||
| Lotes Co., Ltd./Sales B Manager | None | No | No | No | ||||||||||||
| Sales Division I | ||||||||||||||||
| Assistant Vice President | R.O.C. | Wu, Yi-Chen | Male | December 5, 2016 | 6,077 | 0.01% | 203 | 0.00% | 0 | 0.00% | Chinese Culture University/ Political Science | |||||
| Lotes Co., Ltd./Sales A Manager | None | No | No | No | ||||||||||||
| Business Management Department | ||||||||||||||||
| Sales Assistant Vice President | R.O.C. | Lin, Ko-Lun | Male | December 5, 2016 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | National Taipei University of Technology/ EMBA in Industrial Engineering and Management | |||||
| LOTES Guangzhou Co., Ltd./Sales Manager | None | No | No | No | ||||||||||||
| Business Management Department | ||||||||||||||||
| Quality Assurance Assistant Vice President | R.O.C. | Liu, Chi-Hong | Male | April 11, 2018 | 13,000 | 0.01% | 0 | 0.00% | 0 | 0.00% | National Taiwan University of Science and Technology/ Graduate Institute of Business Administration | |||||
| FIT Hon Teng Precision Technology Co., Ltd./Central Quality Assurance Deputy Manager | None | No | No | No |
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| Title | Nationality / Place of Registration | Name | Gender | Date elected | Shareholding | Shares Held by Spouse and Minor Children | Shares Held in the Name of Others | Experience (Education) | Concurrent Positions | Managers who are spouse or consanguineous within two degrees | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Business Management Department | R.O.C. | Hou, Chi-Hsiang | Male | April 1, 2020 | 5,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | University of Michigan, Ann Arbor/M.S. in Mechanical Engineering | |||||
| Hon Hai Precision Industry Co., Ltd./Senior Engineer | None | No | No | No | ||||||||||||
| Project Assistant Vice President | ||||||||||||||||
| R&D Department | R.O.C. | Chang, Wen-Chang | Male | July 1, 2023 | 7,000 | 0.01% | 1,000 | 0.00% | 0 | 0.00% | Kuang Lung Vocational High School of Home Economics and Commerce | |||||
| Lotes Co., Ltd./ Manager, R&D Division II | None | No | No | No | ||||||||||||
| Assistant Vice President R&D Division II | ||||||||||||||||
| Project Assistant Vice President, Business Management Department | R.O.C. | Hou, Song-Pei | Male | August 1, 2024 | 1,360 | 0.00% | 0 | 0.00% | 0 | 0.00% | National Cheng Kung University/ Mechanical Engineering | |||||
| Hon Hai Precision Industry Co., Ltd./Director | None | No | No | No |
Note 1: Mr. Liu, Hsing-Hsia was dismissed on March 11, 2026; Ms. Wu, Chia-Chi assumed office on March 11, 2026.
(ii) Compensation Paid to Directors, Supervisors, President, and Vice Presidents in the Most Recent Fiscal Year
(1) Compensation of Directors
2025; Unit: NT$ thousands
| Title | Name | Directors' remuneration | Ratio of total compensation (A+B+C+D) to net income (%) | Remuneration for Concurrent Employees | A, B, C, D, E, F and G as a percentage of net income after tax | Remuneration from non-subsidiary reinvestments or parent companies | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Severance Pay (B) | Profit Sharing- Employee Bonus (C) | Bonuses and Allowances (D) | Salaries, bonuses, special allowances, etc (E) | Retirement Pension (F) | Employees' compensation (G) | ||||||||||||||||
| The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | |||||
| Cash | Share | Cash | Share | |||||||||||||||||||
| Chairman | Jiaming Investment Co Ltd. Rep.: Chu, Te-Hsiang | 0 | 0 | 0 | 0 | 4,000 | 4,000 | 57 | 57 | 0.05% | 0.05% | 4,345 | 4,345 | 55 | 55 | 24,395 | 0 | 24,395 | 0 | 0.42% | 0.42% | 0 |
| Director | Golden Grove Co., Ltd. Rep.: Ho, Te-Yu | |||||||||||||||||||||
| Director | Hsieh, Chia-Ying | |||||||||||||||||||||
| Director | Sun, Cheng-Zhong | |||||||||||||||||||||
| Independent Director | Wu, Chang-Hsiu | 450 | 450 | 0 | 0 | 1,500 | 1,500 | 186 | 186 | 0.02% | 0.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.02% | 0.02% | 0 | |
| Independent Director | Wang, Jen-Chun | |||||||||||||||||||||
| Independent Director | Chiang, I-Cheng | |||||||||||||||||||||
| 1.Please describe the policy, system, criteria and structure for the remuneration of independent directors, and the relevance of the amount of remuneration to the responsibilities, risks and time commitment involved: In accordance with Article 19 of the Company's Articles of Association, the remuneration of the Company's directors and independent directors shall not exceed 3% of the Company's profits and the Board of Directors is authorized to determine the remuneration of the directors and independent directors in accordance with their level of involvement in the Company's operations.2.Except as disclosed in the table above, remuneration received by the directors of the Company for services rendered to all companies included in the financial statements (e.g., as consultants to non-employees) in the most recent year: None. |
Remuneration Schedule
2025; Unit: NT$ thousands
| Range of Remuneration | Name of Directors | |||
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The Company | Companies in the consolidated financial statements | The Company | Companies in the consolidated financial statements | |
| Below 1,000,000 | Hsieh, Chia-Ying, Sun, Cheng-Zhong, Wang, Jen-Chun, Chiang, I-Cheng, Wu, Chang-Hsiu | Hsieh, Chia-Ying, Sun, Cheng-Zhong, Wang, Jen-Chun, Chiang, I-Cheng, Wu, Chang-Hsiu | Hsieh, Chia-Ying, Sun, Cheng-Zhong, Wang, Jen-Chun, Chiang, I-Cheng, Wu, Chang-Hsiu | Hsieh, Chia-Ying, Sun, Cheng-Zhong, Wang, Jen-Chun, Chiang, I-Cheng, Wu, Chang-Hsiu |
| 1,000,000~2,000,000 | Chu, Te-Hsiang, Ho, Te-Yu | Chu, Te-Hsiang, Ho, Te-Yu | ||
| 2,000,000~3,500,000 | ||||
| 3,500,000~5,000,000 | ||||
| 5,000,000~10,000,000 | ||||
| 10,000,000~15,000,000 | Chu, Te-Hsiang, Ho, Te-Yu | Chu, Te-Hsiang, Ho, Te-Yu | ||
| 15,000,000~30,000,000 | ||||
| 30,000,000~50,000,000 | ||||
| 50,000,000~100,000,000 | ||||
| Over 100,000,000 | ||||
| Total | 7 | 7 | 7 | 7 |
(2) Remuneration of Presidents and Vice Presidents:
2025; Unit: NT$ thousands
| Title | Name | Remuneration (A) | Severance Pay (B) | Bonuses and Allowances (C) | Employees' compensation (D) | Ratio of total compensation (A+B+C+D) to net income (%) | Remuneration from non-subsidiary reinvestments or parent companies | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | The Company | Consolidated | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| President | Ho, Te-Yu | 40,094 | 40,094 | 1,892 | 1,892 | 3,533 | 3,533 | 61,149 | 0 | 61,149 | 0 | 1.34% | 1.34% | No |
| R&D Chief | Chu, Te-Hsiang | |||||||||||||
| Assistant Vice President | Chu-Chen, Yi-Hui | |||||||||||||
| Senior Vice President | Tsai, Ming-Jui | |||||||||||||
| Vice President | Li, Cheng-Wen | |||||||||||||
| Assistant Vice President | Lin, Tsun-Te | |||||||||||||
| Assistant Vice President | Lin, Yao-Ching | |||||||||||||
| Assistant Vice President | Wu, Yi-Chen | |||||||||||||
| Assistant Vice President | Lin, Ko-Lun | |||||||||||||
| Assistant Vice President | Hou, Chi-Hsiang | |||||||||||||
| Assistant Vice President | Liu, Chi-Hong | |||||||||||||
| Assistant Vice President | Chang, Wen-Chang | |||||||||||||
| Assistant Vice President | Hou, Song-Pei |
Remuneration Schedule
2025; Unit: NT$ thousands
| Range of Remuneration | Name of Presidents and Vice Presidents | |
|---|---|---|
| The Company | Companies in the consolidated financial statements | |
| Below 1,000,000 | ||
| 1,000,000~2,000,000 | ||
| 2,000,000~3,500,000 | Lin, Yao-Ching, Liu, Chi-Hong | Lin, Yao-Ching, Liu, Chi-Hong |
| 3,500,000~5,000,000 | Lin, Tsun-Te, Hou, Chi-Hsiang | Lin, Tsun-Te, Hou, Chi-Hsiang |
| 5,000,000~10,000,000 | Chu-Chen, Yi-Hui, Wu, Yi-Chen, Chang, Wen-Chang, Hou, Song-Pei | Chu-Chen, Yi-Hui, Wu, Yi-Chen, Chang, Wen-Chang, Hou, Song-Pei |
| 10,000,000~15,000,000 | Chu, Te-Hsiang, Ho, Te-Yu, Tsai, Ming-Jui, Li, Cheng-Wen, Lin, Ko-Lun | Chu, Te-Hsiang, Ho, Te-Yu, Tsai, Ming-Jui, Li, Cheng-Wen, Lin, Ko-Lun |
| 15,000,000~30,000,000 | ||
| 30,000,000~50,000,000 | ||
| 50,000,000~100,000,000 | ||
| Over 100,000,000 | ||
| Total | 13 | 13 |
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(3) The name of the manager who distributed employee compensation and the details of the distribution
2025; Unit: NT$ thousands
| Title | Name | Shares | Cash (Note 1) | Total | Ratio of Total Amount to Net Income (%) | |
|---|---|---|---|---|---|---|
| Managerial officers | President | Ho, Te-Yu | 0 | 50,170 | 50,170 | 0.54% |
| R&D Chief | Chu, Te-Hsiang | |||||
| Assistant Vice President | Chu-Chen, Yi-Hui | |||||
| Vice President, Sales Division | Tsai, Ming-Jui | |||||
| Business Management Department Assistant Vice President | Lin, Tsun-Te | |||||
| Business Management Department Assistant Vice President | Lin, Yao-Ching | |||||
| Business Management Department Assistant Vice President | Lin, Ko-Lun | |||||
| Business Management Department Assistant Vice President | Hou, Chi-Hsiang | |||||
| Business Management Department Assistant Vice President | Liu, Chi-Hong | |||||
| Sales Division I Assistant Vice President | Wu, Yi-Chen | |||||
| Sales Division II Vice President | Li, Cheng-Wen | |||||
| R&D Division II Assistant Vice President | Chang, Wen-Chang | |||||
| Business Management Department Assistant Vice President | Hou, Song-Pei | |||||
| Finance Department Manager | Liu, Hsing-Hsia (Note 2) | |||||
| Finance Department Manager | Wu, Chia-Chi (Note 3) | |||||
| Auditing Supervisor | Weng, Kun-Tang |
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| Finance Department Deputy Manager | Liang, Shih-Yi | |||||
|---|---|---|---|---|---|---|
Note 1: Employee compensation for 2025 was estimated based on the amount of employee compensation distributed in 2024.
Note 2: Dismissed on March 11, 2026.
Note 3: Assumed office on March 11, 2026.
(4) If a TWSE/TPEx listed company is subject to the circumstances specified in Item 2-1 or 2-5, Paragraph 3, Article 10 of these Regulations, the compensation of the top five highest-paid executives shall be disclosed individually: None.
(5) Compare and contrast an analysis of the total remuneration paid to the Company's Directors, Supervisors, Presidents and Vice Presidents as a percentage of net income after tax for the most recent two years by the Company and all companies in the Consolidated Statements, respectively, and describe the policies, criteria and combinations of remuneration paid, the procedures used to establish remuneration, and the correlation with operating performance and future risks.
Unit: NT$ thousands
| The Company | 2024 | 2025 | |
|---|---|---|---|
| The Company | Total remuneration | 100,817 | 112,861 |
| Proportion of net profit after tax | 1.07 | 1.42 | |
| Consolidated | Total remuneration | 100,817 | 112,861 |
| Proportion of net profit after tax | 1.07 | 1.42 |
-
In accordance with Article 19 of the Company's Articles of Incorporation, if the Company reports a profit for the year, no less than 2% of the profit shall be allocated as employee compensation, and no more than 2% shall be allocated as director compensation. However, if the Company still has accumulated losses, the amount needed to cover such losses shall be retained in advance, and only then shall the aforementioned percentages be allocated. The Company's compensation policy is based on the responsibilities associated with each position and the contribution to the Company's operational goals. According to the "Regulations for Director Remuneration" and the Company's "Salary Management Regulations," compensation for directors and managerial officers is determined based on the Company's overall operational performance and the individual's contribution to that performance.
-
Director remuneration is determined with reference to the director's level of participation in operations and the value of their contributions, taking into account industry benchmarks. Self-evaluation items for directors include: understanding of corporate goals and missions, awareness of directors' duties, level of participation in Company operations, management and communication of internal relationships, professional expertise and continued education, and internal control. The performance evaluation results are used as a reference for determining director compensation.
-
Managerial officers undergo performance evaluations before the end of each fiscal year in accordance with the performance appraisal system. Of the evaluation criteria, 90% relate to the performance of the department under the officer's management. In addition, two sustainability-related indicators, each accounting for 5%, are assessed based on the officer's responsibilities. These include, but are not limited to: selection of green materials, avoidance of conflict minerals, customer relations, innovation and R&D, absence of major cybersecurity incidents, ethical business conduct, improvements in
processes/operations/equipment to achieve energy conservation and carbon reduction, no major occupational injuries within the department, and no significant environmental penalties imposed on the department.
(iii) Corporate governance operations
(1) Operations of the Board of Directors
The 11th Board of Directors convened a total of eight meetings (A) in 2025. The attendance of directors is as follows:
(The term of office is from June 13, 2024 to June 12, 2027. The re-election was completed at the Annual Shareholders' Meeting held on June 13, 2024.)
| Title | Name | Attendance in Person B | By Proxy | Attendance Rate (%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Chairman | Jiaming Investment Co., Ltd. | ||||
| Rep.: Chu, Te-Hsiang | 8 | 0 | 100.00% | ||
| Director | Golden Grown Co., Ltd. | ||||
| Rep.: Ho, Te-Yu | 6 | 0 | 75.00% | ||
| Director | Hsieh, Chia-Ying | 8 | 0 | 100.00% | |
| Director | Sun, Cheng-Zhong | 8 | 0 | 100.00% | |
| Independent Director | Wang, Jen-Chun | 7 | 0 | 87.50% | |
| Independent Director | Chiang, I-Cheng | 8 | 0 | 100.00% | |
| Independent Director | Wu, Chang-Hsiu | 8 | 0 | 100.00% | |
| Other matters to be recorded: | |||||
| 1. The operation of the board of directors' meeting shall state the date, period, content of the motion, opinions of all independent directors and the Company's handling of the opinions of the independent directors if any of the following circumstances apply: | |||||
| (1) Matters specified in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee; therefore, Article 14-3 of the Securities and Exchange Act does not apply. Please refer to the section “Operation of the Audit Committee” in this annual report for relevant information. | |||||
| (2) Other than the matters listed above, any other matters resolved by the Board of Directors at a meeting of the Board of Directors at which the independent directors objected to or reserved their opinions and for which records or written statements are available: None. | |||||
| 2. The recusal of a director from the implementation of an interest motion shall include the name of the director, the content of the motion, the reasons for the recusal and the circumstances of the participation in the vote: None. | |||||
| 3. Information on Board Self-Evaluation, Including Evaluation Cycle and Period, Scope, Method, and Content: To strengthen corporate governance and enhance the functions of the Board of Directors, the Company established the “Board Self-Evaluation Rules” on May 11, 2020. The evaluation details are as follows, and the self-evaluation results were submitted to the Board meeting on March 11, 2026. | |||||
| Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results |
| Once annually | 2025.1.1~2025.12.31 | Overall Board of Directors | Internal Board self-evaluation | 1. Degree of participation in Company operations. | |
| 2. Enhancement of Board decision-making quality. | |||||
| 3. Composition and structure of the Board. | |||||
| 4. Selection and continuing education of directors. | |||||
| 5. Internal control. | The overall operation of the Board was satisfactory. Board members demonstrated a certain degree of understanding of the Company's industry, operating conditions, and management team operations, and gave positive evaluations regarding communication with the management team and interaction with external professionals. |
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| | Individual Directors | Directors’ self-evaluation | 1. Understanding of Company goals and missions.
2. Awareness of directors’ duties.
3. Degree of participation in Company operations.
4. Internal relationship management and communication.
5. Professional expertise and continuing education of directors.
6. Internal control. | Satisfactory.
Directors demonstrated a certain degree of understanding of the Company’s industry, operating conditions, and management team operations, and gave positive evaluations regarding communication with the management team and interaction with external professionals. |
| --- | --- | --- | --- | --- |
| | Functional Committee – Audit Committee | Internal self-evaluation by the Audit Committee | 1. Degree of participation in Company operations.
2. Awareness of Audit Committee duties.
3. Enhancement of Audit Committee decision-making quality.
4. Composition and selection of Audit Committee members.
5. Internal control. | Satisfactory.
Committee members demonstrated a certain degree of understanding of the Company’s industry, operating conditions, and management team operations. |
| | Functional Committee – Remuneration Committee | Internal self-evaluation by the Remuneration Committee | 1. Degree of participation in Company operations.
2. Awareness of Remuneration Committee duties.
3. Enhancement of Remuneration Committee decision-making quality.
4. Composition and selection of Remuneration Committee members.
5. Internal control. | Satisfactory.
Committee members demonstrated a certain degree of understanding of the Company’s industry, operating conditions, and management team operations. |
- An assessment of the current and most recent year's objectives for enhancing the functions of the board of directors (e.g. establishing an audit committee, enhancing information transparency, etc.) and their implementation:
(1) Establishment of Functional Committees: The Company has established an Audit Committee and a Remuneration Committee under the Board of Directors to assist the Board in fulfilling its supervisory responsibilities.
(2) Enhancement of Board Functions: Performance objectives have been established to strengthen the operational efficiency of the Board of Directors. The Company has completed the 2025 internal performance evaluations for the overall Board, individual directors, and functional committees.
(3) Enhancement of Information Transparency: The Company simultaneously discloses material information in English.
(4) Directors’ Continuing Education: The Company’s directors (including independent directors) are required to complete annual continuing education hours in accordance with the requirements of the competent authority, and Board members are encouraged to participate in various professional training courses.
(2) Operation of the Audit Committee
The Company has established the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act and the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies. The Audit Committee is composed of all independent directors, one of whom serves as the convener, and at least one member shall possess expertise in accounting or finance. The term of office of the independent directors serving on the Audit Committee is three years, and they may be re-elected consecutively. If any independent director is dismissed for any reason resulting in the number of members falling below the requirements prescribed above or in the Articles of Incorporation, a by-election shall be conducted at the next shareholders' meeting.
Powers and Duties of the Audit Committee:
(1) Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of procedures governing major financial and business activities such as acquisition or disposal of assets, derivatives trading, lending of funds to others, and endorsements or guarantees for others.
(4) Matters involving directors' own interests.
(5) Material asset or derivatives transactions.
(6) Material lending of funds, endorsements, or guarantees.
(7) Offering, issuance, or private placement of equity-type securities.
(8) Appointment, dismissal, or remuneration of certified public accountants.
(9) Appointment or dismissal of financial, accounting, or internal audit officers.
(10) Annual financial reports signed or sealed by the Chairman, managerial officers, and accounting officer, as well as second-quarter financial reports audited and certified by certified public accountants.
(11) Other material matters as prescribed by the Company or the competent authority.
To fulfill its duties, the Audit Committee has the authority to conduct any appropriate reviews and investigations and may retain attorneys, certified public accountants, or other professional advisors to assist in the performance of its duties.
For information regarding the members, professional qualifications, and independence of the Audit Committee, please refer to the sections "Information on Directors" and "Disclosure of Directors' Professional Qualifications and Independence of Independent Directors" in this annual report.
The 2nd Audit Committee convened a total of seven meetings (A) in 2025. The attendance of independent directors is as follows:
(The term of office is from June 13, 2024 to June 12, 2027.)
| Title | Name | Attendance in Person B | By Proxy | Attendance Rate (%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent director (Convener) | Wu, Chang-Hs iu | 7 | 0 | 100.00% | |
| Independent director | Wang, Jen-Chun | 6 | 0 | 85.71% | |
| Independent director | Chiang, I-Cheng | 7 | 0 | 100.00% |
Other matters to be recorded:
- The operation of the Audit Committee shall include the date and period of the Audit Committee meeting, the content of the resolution, the content of the objections, reservations or material recommendations of the independent directors, the results of the Audit Committee's resolution and the Company's handling of the Audit Committee's opinion if any of the following circumstances apply
(1) The matters listed in Article 14-5 of the Securities and Exchange Act:
| Meeting Date | Agenda Items | Resolutions of the Audit Committee and the Company's Handling of Audit Committee Opinions |
|---|---|---|
| March 10, 2025 | ||
| 2nd Session, 5th Meeting | 1. The Company’s 2025 budget proposal. | |
| 2. The Company’s 2024 Business Report, parent company only financial statements, and consolidated financial statements. | ||
| 3. The Company’s 2024 earnings distribution proposal. | ||
| 4. Issuance of the Company’s “Statement on Internal Control System.” | ||
| 5. Change of the Company’s auditing certified public accountants. | ||
| 6. Amendments to certain provisions of the Company’s “Articles of Incorporation.” | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. | |
| May 9, 2025 | ||
| 2nd Session, 6th Meeting | 1. The Company’s first-quarter financial report for 2025. | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. |
| June 25, 2025 | ||
| 2nd Session, 7th Meeting | 1. Joint business guarantee liability for the Company’s wholly owned Mainland China reinvestment subsidiary. | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. |
| August 11, 2025 | ||
| 2nd Session, 8th Meeting | 1. The Company’s second-quarter financial report for 2025. | |
| 2. Amendments to certain approval procedures in the Company’s “Authorization Matrix.” | ||
| 3. The Company’s diversified investments in domestic and foreign marketable securities products. | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. | |
| October 1, 2025 | ||
| 2nd Session, 9th Meeting | 1. Simplified merger between the Company and its wholly owned subsidiary, Jia Yu Investment Co., Ltd., in accordance with the Business Mergers and Acquisitions Act. | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. |
| November 10, 2025 | ||
| 2nd Session, 10th Meeting | 1. The Company’s third-quarter financial report for 2025. | |
| 2. Amendments to certain provisions of the Company’s “Procedures for Acquisition or Disposal of Assets.” | ||
| 3. Provision of loans to the Company’s wholly owned reinvestment company in Mainland China. | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. | |
| December 19, 2025 | ||
| 2nd Session, 11th Meeting | 1. The Company’s first treasury share transfer to employees in 2025. | |
| 2. Proposed amendments to certain provisions of the internal control system under the “Labor and wage cycle.” | ||
| 3. Provision of endorsements and guarantees for the Company’s wholly owned Vietnam subsidiary to financial institutions. | ||
| 4. Additional investment in the Vietnam subsidiary. | Approved unanimously by all committee members without objection and submitted to the Board of Directors for approval. |
(2) Matters other than those listed above which have not been approved by the Audit Committee and which
have been approved by at least two-thirds of all directors: None.
- The recusal of an independent director from the implementation of an interest motion shall include the name of the independent director, the content of the motion, the reasons for the recusal and the circumstances of the participation in the vote: None.
- Communication between the independent directors and the internal Auditing Supervisor and certified public accountants (including the major issues, manner and results of communication regarding the Company's financial and business conditions):
| Meeting Date | Communication Matters with the Chief Internal Auditor | Communication Matters with the Certified Public Accountants |
|---|---|---|
| March 10, 2025 | ||
| 2nd Session, 5th Meeting | Internal Audit Reports: | |
| 1. Reports on significant risk items | ||
| 2. List of audit reports | ||
| 3. Summary of audit findings | ||
| 4. Follow-up and improvement status of audit findings | 1. Ethics and independence | |
| 2. Responsibilities of auditors in auditing the financial statements | ||
| 3. Types of audit opinions issued | ||
| 4. Scope of audit | ||
| 5. Audit findings | ||
| 6. Other communication matters | ||
| 7. Communication regarding the firm’s quality management system | ||
| 8. Updates on significant securities and tax regulations | ||
| May 9, 2025 | ||
| 2nd Session, 6th Meeting | Internal Audit Reports: | |
| 1. Reports on significant risk items | ||
| 2. List of audit reports | ||
| 3. Summary of audit findings | ||
| 4. Follow-up and improvement status of audit findings | 1. Ethics and independence | |
| 2. Firm’s quality management system | ||
| 3. Types of review conclusions issued | ||
| 4. Scope of review | ||
| 5. Review findings | ||
| 6. Updates on significant securities and tax regulations | ||
| August 11, 2025 | ||
| 2nd Session, 8th Meeting | Internal Audit Reports: | |
| 1. Reports on significant risk items | ||
| 2. List of audit reports | ||
| 3. Summary of audit findings | ||
| 4. Follow-up and improvement status of audit findings | 2. Types of review conclusions issued | |
| 3. Scope of review | ||
| 4. Review findings | ||
| 5. Updates on significant securities and tax regulations | ||
| November 10, 2025 | ||
| 2nd Session, 10th Meeting | Internal Audit Reports: | |
| 1. Reports on significant risk items | ||
| 2. List of audit reports | ||
| 3. Summary of audit findings | ||
| 4. Follow-up and improvement status of audit findings | 1. Ethics and independence | |
| 2. Firm’s quality management system | ||
| 3. Types of review conclusions issued | ||
| 4. Scope of review | ||
| 5. Review findings | ||
| 6. Annual audit planning | ||
| 7. Updates on significant securities and tax regulations | ||
| Communication Results: All independent directors expressed no objections regarding the above communication matters. |
- Key Focus Areas of the Audit Committee in 2025:
Each independent director of the Company serves as a member of the Audit Committee. The Committee convenes at least once every quarter and may hold additional meetings when necessary to review quarterly financial reports, audit reports, and matters or reports within the scope of the Audit Committee’s authority as prescribed by laws and regulations.
a. Review of quarterly financial reports
b. Review of quarterly internal control audit reports
c. Review of loans to others and endorsements/guarantees provided by the Company and its subsidiaries
d. Review of cash capital increases of the Company and its subsidiaries
e. Other significant resolutions
- Committee Evaluation:
Evaluation Period: January 1, 2025 to December 31, 2025.
Evaluation Method: Internal self-evaluation by the Company.
Evaluation Items: Degree of participation in Company operations, understanding of committee responsibilities, enhancement of committee decision-making quality, committee composition and member selection, and internal control.
Evaluation Results: Satisfactory. Committee members demonstrated a certain degree of understanding of the Company’s industry, operating conditions, and management team operations.
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(3) Corporate Governance Implementation Status and Deviations from "the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"
| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? | V | The Code of Corporate Governance was approved by the Board of Directors and is posted on the Company's website and the Market Observation Post System. | None | |
| 2. Shareholding structure & shareholders’ rights | ||||
| (1) Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? | ||||
| (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? | ||||
| (3) Does the company establish and execute the risk management and firewall system within its conglomerate structure? | ||||
| (4) Does the company establish internal rules against insiders trading with undisclosed information? | V | (1) The Company has an internal spokesperson, acting spokesperson, dedicated personnel and email address to handle shareholder proposals or disputes in accordance with the procedures. | ||
| (2) The Company has established a shareholder services function and appointed a professional stock affairs agent to monitor changes in the shareholdings of major shareholders and ultimate controlling persons of major shareholders, and to report the shareholding status of major shareholders in a timely manner. | ||||
| (3) The Company establishes appropriate risk control mechanisms and firewalls in accordance with internal regulations such as control operations of subsidiaries, endorsement and guarantee methods, lending of funds to others, and criteria for acquisition or disposal of assets. All business dealings with affiliates are treated as independent third parties and unconventional transactions are prohibited. | ||||
| (4) The Company has adopted the "Ethical Corporate Management Best Practice Principles", "Procedures for Handling Material Inside Information", and the "Guidelines for the Adoption of Codes of Ethical Conduct" to prohibit insiders from using undisclosed market information to purchase and sell marketable securities for improper gain. | None | |||
| 3. Composition and Responsibilities of the Board of Directors | ||||
| (1) Does the Board have a diversity policy, specific management objectives and implementation? | V | (1) The Company has established the "Code of Corporate Governance Practices" in accordance with the law, and | None | |
| guidelines. |
| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| Article 20 stipulates that the composition of the Board of Directors shall take into account diversity. In addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the seats of the Board of Directors, the Company shall formulate an appropriate diversity policy with respect to its own operation, business model and development needs, which shall include but not be limited to the following two major criteria: |
- Basic qualifications and values: gender, age, nationality, and culture, etc.
- Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
Board members should generally possess the knowledge, skills and qualities necessary to perform their duties. In order to achieve the desired goals of corporate governance, the Board of Directors as a whole should possess the following competencies:
- Operational judgment
- Accounting and financial analysis ability.
- Management skills.
- Crisis management ability.
- Industry knowledge.
- International market perspective.
- Leadership skills.
- Decision-making ability.
The composition of the Board of Directors shall take diversity into consideration and formulate an appropriate diversity policy based on the Company’s operations, business model, and development needs. The Company completed the re-election of directors at the 2024 Annual Shareholders’ Meeting. Among the | |
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| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| current seven directors, there are three independent directors and four non-independent directors, all of whom possess the knowledge, skills, and professional qualities necessary to perform their duties, as well as relevant expertise and experience in accounting, legal affairs, finance, commerce, or corporate management. |
In addition, the Company places emphasis on gender equality in the composition of the Board of Directors. The target ratio for female directors is more than 34% (i.e., at least one-third of the Board seats). Currently, among the seven directors, two are female directors, representing 29% of the Board. The Company will continue its efforts to increase the number of female directors in order to achieve the target ratio in the future. | |
| | | | Management Objectives | Implementation Status |
| | | | At least one-third of the directors shall possess expertise in the electronics industry, marketing, or technology. | Achieved |
| | | | At least one-third of the independent directors shall possess expertise in legal affairs, accounting and finance, or technology. | Achieved |
| | | | Directors concurrently serving as managerial officers of the Company shall not account for more than one-third of the Board seats. | Achieved |
| | | | Independent directors shall not serve more than three consecutive terms. | Achieved |
| | | | Directors of either gender shall account for at least one-third of the Board seats. | Not Yet Achieved |
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| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? | V | (2) In addition to establishing a Remuneration Committee, the Company re-elected its Board members in 2024 and established an Audit Committee to replace the supervisor system. The Company has also begun planning for the establishment of a Nomination Committee and a Sustainable Development Committee. | The Company has commenced planning for the establishment of a Nomination Committee and a Sustainable Development Committee. | |
| (3) Does the company establish a standard to measure the performance of the Board, and implement it annually, and to report the result to the Board? | V | (3) The Company has established a performance appraisal system for the Board of Directors and has been conducting regular performance appraisals and reporting the results of these appraisals to the Board of Directors on an annual basis. |
The Company completed performance evaluations in 2025 for the Board of Directors, individual directors, and functional committees (the Remuneration Committee and the Audit Committee). The evaluation results for all assessment items were satisfactory, and the overall operation was considered effective. The evaluation results were submitted to the Board of Directors on March 11, 2026. | None |
| (4) Does the company regularly evaluate the independence of CPAs? | V | | (4) The Company periodically evaluates the independence of its certified public accountants with reference to “Audit Quality Indicator (AQIs)” and the evaluation criteria set forth in The Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10 "Integrity, Objectivity and Independence", and complies with the competent authority’s requirements on audit partner rotation.
The Company appointed certified public accountants Li, Feng-Hui and Hsiao, Ya-Wen of KPMG Taiwan to audit the current year’s financial statements. After evaluation, both certified public accountants were confirmed to meet the | None |
| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| required standards of professionalism, independence, and competence. | ||||
| 4. Are TWSE/ TPEx Listed Companies staffed with suitable and appropriate number of corporate governance personnel and designated corporate governance officers to be responsible for corporate governance related matters (including, but not limited to, providing directors, supervisors with information necessary for the execution of business, assisting directors, supervisors in complying with laws and regulations, conducting board and shareholder meeting related matters in accordance with the law, preparing minutes of board and shareholder meetings, etc.)? | V | The Company has appointed a corporate governance officer responsible for corporate governance-related matters, providing directors with information necessary for the performance of their duties, handling matters related to Board meetings and shareholders’ meetings in accordance with laws and regulations, processing company registration and amendment registration matters, preparing minutes of Board meetings and shareholders’ meetings, assisting directors with onboarding and continuing education, and helping directors comply with applicable laws and regulations. | None | |
| 5. Does the company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), and address their concerns regarding sustainability issues? | V | The Company has appropriate communication channels with its customers, suppliers, banks with which the Company conducts business, employees, investors and other relevant stakeholders. A dedicated stakeholder section has been established on the Company’s website to respond appropriately to stakeholders’ concerns regarding important sustainability issues. | None | |
| 6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? | V | The Company appoints the Stock Agency Department of SinoPac Securities to handle the relevant shareholders’ affairs. | None | |
| 7. Information Disclosure | ||||
| (1) Does the company have a corporate website to disclose both financial position and the status of corporate governance? | ||||
| (2) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? | V | (1) The Company’s website has disclosed information about the Company’s profile, business and investor areas and corporate governance, and designated a person to be responsible for disclosing financial, business and corporate governance information about the Company on the MOPS. | ||
| (2) The Company has designated personnel responsible for the collection and disclosure of company information, and has a spokesperson and acting spokesperson in accordance with the regulations, and holds regular and irregular corporate briefing sessions, and regularly publishes operational and financial information in both English and Chinese to | None |
| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (3) Does the Company announce and report its annual financial report within two months of the end of the fiscal year, and announce and report its first, second and third quarter financial reports and operations for each month well in advance of the required deadline? | V | enhance the transparency of company information. |
(3) The Company has not announced and reported its annual financial report within two months of the end of the fiscal year. However, all of them were announced well in advance of the required deadlines and reported the first, second and third quarterly financial reports and operations for each month. | The Company has commenced relevant planning and will gradually promote implementation in accordance with the policy direction of the competent authorities. |
| 8. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)? | V | | 1. Employee rights: The Company protects the legitimate rights and interests of its employees in accordance with the Labor Standards Act.
2. Investor relations: The Company's website sets up an investor section for investors to learn more about the Company's investor-related information, and a spokesperson, acting spokesperson and shareholder affairs units are set up to deal with issues such as shareholder proposals or disputes.
3. Rights of stakeholders: The Company respects and protects the legal rights and interests of its stakeholders.
4. Continuing Education of Directors (Including Independent Directors): The Company’s directors (including independent directors) participate in continuing education on a regular basis and attend professional courses related to finance, business operations, and other relevant fields as needed.
5. The implementation of the directors’ recusal of interest motion: The directors of the Company adhere to the principle of a high degree of self-discipline and are not allowed to vote on board meetings when they have an interest in a matter.
6. The company insured US$4.2 million in liability insurance for directors and managers in 2025.
7. Implementation status of customer policy: The Company has a Quality Assurance Department and a Customer Support Department to provide transparent and effective | None |
| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| after-sales services and customer complaints handling. | ||||
| 9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures. In order to continue to strengthen corporate governance, the Company will make the following improvements in accordance with the evaluation index. | ||||
| The Company's corporate governance rating for 2025, the improvement situation according to the rating index is as follows: | ||||
| Criteria | Improvement | |||
| Has the Company established an intellectual property management plan linked to its operational objectives, disclosed its implementation status on the Company's website or in the annual report, and reported to the Board of Directors at least once a year? | To prevent intellectual property risks, protect R&D achievements, strengthen market competitiveness, and enhance asset value, the Company has established an “Intellectual Property Management Plan” as the guiding policy for the Group’s intellectual property management and implementation. | |||
| Relevant policies and implementation status were reported to the Board of Directors on November 10, 2025. | ||||
| 1. Patent Management | ||||
| The Group’s patent management strategy aims to achieve the following through systematic procedures and cross-department collaboration: | ||||
| (1) Strengthen protection of innovative achievements. | ||||
| (2) Prevent and mitigate intellectual property risks. | ||||
| (3) Conduct inventory management of intellectual property assets. | ||||
| (4) Research and promote intellectual property-related issues. | ||||
| 2. Trademark Management | ||||
| Dedicated personnel within the Group are responsible for trademark searches, applications, maintenance, and rights protection. | ||||
| (1) Deployment of brand trademarks in major markets. | ||||
| (2) Regular maintenance and review. | ||||
| 3. Trade Secret Protection | ||||
| A comprehensive protection mechanism has been established to ensure the security of undisclosed information. | ||||
| (1) Enhance employees’ awareness of confidentiality obligations. | ||||
| (2) Clearly stipulate confidentiality obligations for suppliers and customers. | ||||
| (3) Strengthen access control and security management. | ||||
| (4) Implement information security and usage management. |
| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| 4. Copyright Management | ||
| The Company independently develops internal operating systems and management tools, regularly reviews software and system licensing usage, and evaluates the necessity of renewals or upgrades. |
Implementation Status in 2025:
1. Completed 239 patent investigation monitoring projects and design reference reports related to the Company’s product designs.
2. Completed evaluations of 184 patent application proposals related to the Company’s products and obtained authorization for 77 patents.
3. Conducted internal intellectual property-related training courses to strengthen topics such as innovative thinking and patent protection.
4. Conducted patent review training programs focusing on patent strength evaluation, innovation assessment, and patent practicality evaluation.
5. Conducted monthly reviews of expiring patents to eliminate weaker patents and retain stronger ones, while regularly updating the internal patent database.
Regarding Trade Secret Protection:
1. Overall, implementation has operated normally in terms of personnel management, supplier and customer management, access control security management, information security management, and information usage management, with no material deficiencies identified.
2. The Group currently protects its core technologies primarily through patent applications.
Intellectual Property Achievements Obtained:
1. As of the end of October 2025, the Group held 1,337 approved and continuously maintained valid patents, with an additional 149 patents under application or examination.
2. As of the end of October 2025, the total number of registered trademarks worldwide was 27. | |
| Has the Company established a dedicated (or concurrent) unit to promote sustainable development, conducted risk assessments on environmental, social, or corporate governance issues related to the Company’s operations based on the principle of materiality, formulated relevant risk | 1. The Company has established an “ESG Development Department,” which operates under the supervision of the President’s Office. To ensure that sustainable development initiatives encompass environmental, social, and corporate governance aspects, specialized task forces have been |
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| Evaluation Item | Implementation Status | Deviations from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| management policies or strategies, and has the Board of Directors supervised the implementation of sustainable development initiatives with such information disclosed on the Company's website and in the annual report? | established under the ESG Development Department. Relevant departments collect stakeholder concerns regarding environmental protection, occupational safety, supply chain management, labor rights, operating performance, and corporate governance. Based on respect for stakeholder rights and interests, the Company has also established a stakeholder section on its website to appropriately respond to significant sustainability issues of concern to stakeholders. | |||
| 2. The Company reports ESG implementation results and the contents of the sustainability report to the Board of Directors annually. The sustainability report is disclosed after approval by the Board, thereby strengthening the Board's involvement in the Company's ESG implementation achievements. | ||||
| Has the Company invested in energy-saving or green energy-related environmentally sustainable machinery and equipment, invested in Taiwan's green energy industries (such as renewable energy power plants), or issued or invested in sustainable finance products whose proceeds are used for green or social benefit investment projects with substantive benefits, and disclosed the investment status and specific benefits thereof? | The Company has invested in energy-saving equipment at its major production sites to enhance environmental sustainability: | |||
| 1. Energy Consumption Management System: Installed facilities capable of real-time collection of energy consumption data from various equipment for management analysis and abnormality detection. | ||||
| 2. Improvement of SKT Stamping CDU Heat Exchangers: Self-developed modules utilizing heat exchanger principles were adopted to replace oil coolers and water chillers, thereby reducing electricity consumption and heat emissions. | ||||
| 3. Replacement of Obsolete Central Air Conditioning Systems: Replaced old high-energy-consumption central air conditioning systems in office areas with energy-saving air conditioning units and fan coil units. | ||||
| 4. Replacement with Closed Cooling Towers: Replaced original open cooling towers with energy-saving closed cooling towers. |
(4) Where the Company has a remuneration committee, it shall disclose its composition, duties and operations.
- Composition of the Remuneration Committee
On June 26, 2024, the Board of Directors approved the appointment of three members to the sixth Remuneration Committee. All three members were reappointed from the fifth committee and are now serving their second consecutive term. Their term of office begins upon the resolution of the Board and ends on June 12, 2027, the same as the current Board's term. The committee operates in accordance with the Company's "Remuneration Committee Charter."
The membership of the Remuneration Committee is set out in the table below:
As of the book closure date for the current year's Annual Shareholders' Meeting: April 14, 2026
| ID | Qualification Name | Qualification | Independence | Number of members of remuneration committees of other public companies |
|---|---|---|---|---|
| Independent Director and Convener | Chiang, I-Cheng | Professional Background in Mechanical Engineering Professor, Department of Mechanical Engineering, Chinese Culture University. Convener of Remuneration Committee No circumstances specified in Article 30 of the Company Act. | An independent director and meets the criteria for independence, including but not limited to not being a director, supervisor or employee of the Company or its affiliated companies, and not being a spouse, second degree relative, etc. not holding any shares in the Company; not serving as a director, supervisor, or employee of any company with a specific relationship with the Company. | None |
| Independent Director | Wang, Jen-Chun | Professional Background in Law Attorney in the R.O.C.; Patent Attorney; Attorney admitted in New York, U.S.A. Partner, Tsar and Tsai Law Firm. No circumstances specified in Article 30 of the Company Act. | An independent director and meets the criteria for independence, including but not limited to not being a director, supervisor or employee of the Company or its affiliated companies, and not being a spouse, second degree relative, etc. not holding any shares in the Company; not serving as a director, supervisor, or employee of any company with a specific relationship with the Company. | None |
| Independent Director | Wu, Chang-Hsiu | Professional Background in Accounting CPA in the R.O.C. CPA in Pennsylvania, U.S.A.; tax litigation agent; patent and trademark agent; corporate sustainability manager; business valuation appraiser; CPA, Deashine CPA Firm. Convener of Audit Committee No circumstances specified in Article 30 of the Company Act. | An independent director and meets the criteria for independence, including but not limited to not being a director, supervisor or employee of the Company or its affiliated companies, and not being a spouse, second degree relative, etc. not holding any shares in the Company; not serving as a director, supervisor, or employee of any company with a specific relationship with the Company. | None |
2. Responsibilities of the Remuneration Committee
The Committee shall perform the following duties with the due care of a prudent administrator, faithfully fulfill its functions, and submit its
recommendations to the Board of Directors for discussion:
(1) To establish and regularly review the policies, systems, standards and structures for performance evaluation and remuneration of directors, supervisors and managers.
(2) To regularly evaluate and set remuneration for the directors, supervisors and managers.
- Operation of the Remuneration Committee
(1) The Company's Remuneration Committee consists of 3 members.
(2) Current term of office: From June 26, 2024 to June 12, 2027, the 2025 Remuneration Committee met 4 times (A) and was attended by the following members:
| Title | Name | Attendance in Person(B) | By Proxy | Attendance Rate (%) (B/A)(Note) | Remarks |
|---|---|---|---|---|---|
| Convener | Chiang, I-Cheng | 4 | 0 | 100% | |
| Committee Member | Wang, Jen-Chun | 4 | 0 | 100% | |
| Committee Member | Wu, Chang-Hsiu | 4 | 0 | 100% | |
| Other mentionable items: | |||||
| 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): | |||||
| Meeting Date | Agenda Items | Resolutions of the Remuneration Committee and the Company’s Handling of the Committee’s Opinions | |||
| March 10, 2025 | 1. Review of the total amount of employee compensation and directors’ compensation for 2024. | Approved unanimously by all attending committee members as proposed and submitted to the Board of Directors for approval. | |||
| April 10, 2025 | 1. Adoption of the Company’s Regulations Governing Share Repurchase and Transfer to Employees. | Approved unanimously by all attending committee members as proposed and submitted to the Board of Directors for approval. | |||
| May 9, 2025 | 1. Review of proposed amendments to certain provisions of the Company’s “Regulations Governing Directors’ Compensation Distribution.” | Approved unanimously by all attending committee members as proposed and submitted to the Board of Directors for approval. | |||
| December 19, 2025 | 1. Proposal for the distribution of managers’ employee compensation for 2024 and year-end bonuses for 2025. | ||||
| 2. Proposal for managers’ subscription to the Company’s first treasury share transfer in 2025. | Approved unanimously by all attending committee members as proposed and submitted to the Board of Directors for approval. | ||||
| 2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None. |
(3) Key Focus Areas of the Remuneration Committee in 2025:
Each independent director of the Company serves as a member of the Remuneration Committee. The Committee convenes at least twice a year and may hold additional meetings when necessary.
a. Review of the Company’s remuneration policies.
b. Review of the reasonableness of various compensation items for managerial officers.
c. Review of the Regulations Governing Share Repurchase and Transfer to Employees.
d. Review of other significant matters.
(4) Committee Evaluation: The evaluation results were reported to the Board of Directors on March 11, 2026.
Evaluation Period: January 1, 2025 to December 31, 2025.
Evaluation Method: Internal self-evaluation by the Company.
Evaluation Items: Degree of participation in Company operations, understanding of the responsibilities of the Remuneration Committee, enhancement of the quality of Remuneration Committee decision-making, composition and member selection of the Remuneration Committee, and internal control.
Evaluation Results: Satisfactory. Committee members demonstrated a certain degree of understanding of the Company’s industry, operating conditions, and management team operations.
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(5) Implementation of Sustainable Development and Deviations from the Sustainable Development Best-Practice Principles, and Reasons Therefor.
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1. Has the company established a governance structure to promote sustainable development and set up a dedicated (part-time) unit to promote sustainable development, which is delegated by the Board of Directors to senior management and supervised by the Board of Directors? | V | 1. The Company established the "ESG Development Department", which is under the jurisdiction of the President's Office. To ensure that the sustainable development direction covers aspects such as environment, society, and corporate governance, the ESG Development Department has set up specialized groups to collect stakeholders' concerns about environmental protection, job safety, supply chain management, labor and human rights, operational performance, and corporate governance. Respecting the rights and interests of stakeholders, a dedicated area for stakeholders is set up on the company website to appropriately respond to their key sustainability issues. | ||
| 2. The sustainability report is reported to the Board of Directors annually, with the Board assuming ultimate supervisory responsibility in order to strengthen the Board's involvement in the Company's ESG implementation results. The 2024 Sustainability Report was approved by the Board of Directors on August 11, 2025 and subsequently disclosed. | None | |||
| 2. Does the Company conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations and formulate relevant risk management policies or strategies in accordance with the materiality principle? (Note 3) | V | 1. The boundary of the Company's risk assessment includes the Taiwan head office, the mainland factories and Vietnam factories (Guangzhou factory, Zhongshan factory, Suzhou factory and Vietnam factory). | ||
| 2. The Company's "ESG Development Department" confirms significant issues through steps such as "identifying stakeholders", "collecting sustainable issues", "surveying stakeholders' concerns", "investigating impacts on the company and outside", "analyzing major topics". | ||||
| 3. Based on the assessed risks, the following risk management policies or strategies have been established: | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| Finance | Interest Rate Fluctuations | ● The Company maintains a sound financial structure and adopts prudent and conservative fund management practices. Dedicated personnel monitor financial information at all times, and financial instruments are utilized conservatively and prudently to mitigate risks arising from interest rate fluctuations. |
| Exchange Rate Fluctuations | ● Reduce net exposure in U.S. dollars and Renminbi to mitigate foreign exchange risks. | |
| ● The Company’s finance personnel continuously collect information regarding exchange rate movements and refer to financial and economic information provided by banks and investment institutions to stay informed of exchange rate trends in a timely manner. | ||
| ● Establish foreign currency deposit accounts and adjust foreign currency holdings based on actual funding requirements and exchange rate trends. | ||
| Credit Risk | ● Dedicated personnel are responsible for establishing credit limits for counterparties, credit approvals, and other monitoring procedures to ensure appropriate actions are taken for the collection of overdue receivables. The recoverability of receivables is reviewed individually to ensure appropriate impairment losses are recognized for uncollectible accounts. | |
| Product Liability | ● In accordance with product safety regulations of various countries, industry standards, and customer requirements, the Company has established comprehensive and stringent “Regulations Governing Environmental Controlled Substances Management,” which clearly define control requirements for hazardous substances in all stages including raw material procurement, manufacturing, product testing, packaging, and transportation. The regulations specify permitted substances, restricted hazardous substances and their limits, as well as corresponding testing methods and corrective measures for non-compliance. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | |||
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| In addition, the Company has established a regular update mechanism to closely monitor regulatory developments in various countries and promptly revise and improve the management regulations to ensure continued compliance with the latest product safety requirements regarding hazardous substance management. | |||||
| Revenue Decline / Decrease in Customer Satisfaction | ● Maintain close communication with customers to understand and satisfy their latest needs at all times. The Company also regularly arranges visits with customers together with R&D and technical personnel to identify future product trends and proactively develop new products in response. | ||||
| Information Security Incidents | ● Newly hired employees are required to sign the “Work Ethics, Confidentiality Obligations, and Intellectual Property Assignment Agreement”; the procurement department requires major suppliers to sign integrity commitment letters; confidentiality agreements are executed in accordance with customer requirements; and China production sites restrict the transmission of sensitive information to external networks. | ||||
| ● File security and equipment security are managed appropriately. Systems are subject to regular full backups and periodic maintenance procedures to optimize disk space usage and enhance system operating performance. | |||||
| ● Equipment security includes access control for entrances and server rooms, maintenance management of equipment and facilities, and regular inspections of server room security measures. | |||||
| ● Access authority management is implemented to strengthen the information security internal control cycle. | |||||
| ● Off-site backup mechanisms are implemented. | |||||
| ● Information security audits are regularly conducted by external professional parties. | |||||
| Supply Chain Disruption | ● In response to uncertainties in suppliers’ sources of supply, the Company adopts hedging procurement strategies in addition to developing and shifting |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| • Through logistics consolidation mechanisms and supplier coordination, the Company increases consolidated container shipment ratios to reduce risks associated with fragmented shipment management. | ||
| Inability to Reduce Energy Intensity / Inability to Reduce Greenhouse Gas Emission Intensity | • Establish energy-saving and carbon reduction programs and regularly track implementation progress. | |
| • Establish energy-saving improvement management measures to monitor each energy-consuming unit. | ||
| • Identify the causes of stagnant energy consumption and formulate subsequent improvement plans. | ||
| • Establish quarterly target indicators to control quarterly emission levels. | ||
| • Conduct regular audits to ensure effective implementation of energy-saving programs. | ||
| Continuous Increase in Process Waste Intensity / Inability to Recycle Process Waste | • Optimize production processes and require departments with increased waste generation to submit improvement plans, identify the causes of increased process waste, accurately manage raw material input, and reduce defect rates. | |
| • Develop plans to convert waste into reusable resources and research the use of biodegradable or recyclable raw materials to replace traditional non-recyclable materials. | ||
| • Enter into long-term agreements with professional waste treatment companies to ensure final waste disposal complies with regulatory requirements. | ||
| Continuous Increase in Wastewater Discharge | • Continue promoting water conservation at all operating sites to avoid unnecessary waste. | |
| • Recycle and reuse water resources by implementing reclaimed water reuse systems, using treated reclaimed water for toilet flushing. | ||
| • Replace existing equipment with water-saving facilities, such as low-flow toilets, smart water meters, and water-saving faucets, to effectively reduce water consumption. | ||
| Water and Power | • Store tap water in advance for use during water supply interruptions. |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | |||||
|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||||
| Shortages | ● Activate backup generators to support production operations. | ||||||
| ● Expand photovoltaic power installations and invest in “energy storage cabinet peak-shifting and valley-filling energy-saving” projects to achieve partial power self-sufficiency. | |||||||
| Typhoons and Floods | ● Establish emergency response control plans, conduct regular drills, prepare emergency supplies, and proactively respond to natural disasters. | ||||||
| ● Establish disaster warning mechanisms and maintain real-time communication channels with competent authorities to effectively monitor actual natural disaster conditions. | |||||||
| ● Conduct regular routine maintenance of infrastructure facilities. | |||||||
| People (Including Human Rights) | Occupational Accidents / Fire Incidents | ● Implement the ISO 45001 Occupational Health and Safety Management System, carry out hazard identification, and regularly convene Occupational Safety and Health Committee meetings to provide recommendations on the Company’s occupational safety and health policies, review, coordinate, and recommend safety and health-related matters, thereby achieving mutual employee protection, safe working conditions, and zero-accident working hours. | |||||
| ● Conduct regular emergency response and disaster rescue drills. | |||||||
| ➤ Ensure personnel evacuation and provide rescue assistance to injured persons. | |||||||
| ➤ In accordance with the disaster recovery and business continuity management procedures, immediately carry out post-disaster reconstruction efforts to restore production as quickly as possible. | |||||||
| ➤ Actively cooperate with investigations conducted by competent authorities, identify the causes of accidents, and submit improvement reports to prevent recurrence. | |||||||
| Employee Overwork | ● Adjust working hour control measures and establish overtime alert controls within the human resources system. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||
| ● Strengthen recruitment efforts through various channels to supplement manpower and continuously reduce overtime hours. | ||||||
| ● Develop multi-skilled employees within departments to ensure that each employee is capable of operating or performing at least two types of work tasks. | ||||||
| High Employee Turnover / Labor Shortage | ● Understand employee opinions through various channels such as online and offline employee interviews and employee meetings, and adjust relevant Company policies in a timely manner to enhance employees’ sense of belonging. | |||||
| ● Organize regular employee activities to promote work-life balance. | ||||||
| ● Provide seniority bonuses to long-serving employees. | ||||||
| ● Actively promote equipment automation: In response to labor shortages, the Company actively advances the automation of production equipment by establishing an Equipment Automation Center to integrate and share automation resources across the Group, increase investment in automation, reduce labor intensity through machinery, and replace simple repetitive tasks with automated equipment. | ||||||
| ● Strengthen employee retention: Enhance employee compensation and benefits, place emphasis on employee care, and reduce employee turnover rates. | ||||||
| Insufficient Employee Professional Training | ● Utilize online learning platforms to share educational resources and strengthen the Company’s training capabilities. | |||||
| ● Make effective use of government and customer training resources to enrich training content and stimulate employees’ interest in learning. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 3. Environmental issues |
(1) Does the company establish proper environmental management systems based on the characteristics of their industries? | V | (1) | 1. The Company is mainly engaged in the research and development, production and sales of electronic connectors. Under the premise of pursuing balanced development and sustainable operation, the safety, health and environmental protection policy is formulated and signed by the President. Externally, we pledge our determination to protect the environment and maintain community safety, and internally, we require employees to enrich their professionalism, continue to create environmentally friendly products that benefit the public, and take safety, health and environmental protection as the basic considerations for the company's sustainable operation.
- As of the publication date of this annual report, the Company’s headquarters and manufacturing sites (including the Guangzhou Plant, Suzhou Plant, Zhongshan Plant, and Vietnam Plant) have continuously maintained the effective operation of the ISO 14001 Environmental Management System. Annual audits are conducted regularly by certification bodies and the Environmental, Safety and Health Committee. Deficiencies identified through environmental, safety, and health audits are incorporated into key improvement initiatives, and continuous improvement is carried out through the PDCA cycle in order to achieve compliance with regulations and uphold the spirit of continuous improvement under the environmental, safety, and health management system. In addition, greenhouse gas inventories are conducted in accordance with ISO 14064-1 standards and are subject to third-party verification and emissions reduction tracking. | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2) Does the company endeavor to utilize all resources more efficiently and use renewable materials which have low impact on the environment? | V | 3. The latest validity period of the ISO 14001 certificate for the headquarters is from May 23, 2025 to May 23, 2028. Information regarding the Company’s environmental protection implementation efforts is disclosed on the Company’s website and in the Sustainability Report (https://www.lotes.cc/zh-tw/responsibility.php#esg_report) * | None | |
| V | (2) The Company’s factories implement the QC080000 Hazardous Substance Process Management System. Through the implementation of a hazardous substance management system, the Company ensures full compliance with RoHS, REACH, and other green product regulations and customer requirements, thereby reducing the environmental impact of materials. In 2025, there were no incidents of environmental regulation violations or customer complaints related to environmental issues. The factories have also implemented water resource management, including consumption monitoring. In 2025, a total of 7.662 million liters of water were conserved through rainwater harvesting, wastewater recycling, and RO-filtered water reuse, improving water resource efficiency. In terms of waste management, guided by the principles of circular economy, general industrial waste was recycled and reused in accordance with relevant policies. In 2025, a total of 10,717.785 metric tons of general industrial waste were recycled, representing 93.73% of the total waste recycling rate. |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (3) Does the Company assess the current and future potential risks and opportunities of climate changes for the business and take measures to address climate related issues? | (3) | |||
| 1. In addition to identifying operational risks brought about by climate change, the Sustainable Development Committee members refer to the TCFD (Task Force on Climate-Related Financial Disclosures) recommendations issued by the Financial Stability Board (FSB) to implement climate risk and opportunity identification. These are incorporated into operational management according to the four core disclosures: "Governance", "Strategy", "Risk Management", and "Metrics and Targets", and disclosed in the sustainability report. This allows stakeholders to understand the impact of climate change-related risks and opportunities on the Company and the corresponding measures. | ||||
| 2. In 2025, the Company conducted a climate risk assessment covering 11 risk factors, including: increased pricing of greenhouse gas emissions, enhanced emission reporting obligations, requirements and regulations relating to existing products and services, substitution of existing products and services with low-carbon products, costs of transitioning to low-carbon technologies, changes in customer behavior, changes in rainfall (water) patterns and extreme climate pattern changes, increased severity of extreme weather events such as typhoons and floods, rising raw material costs, and increases in average temperatures. | ||||
| 3. To mitigate the above risk factors, the Company also identified feasible opportunities, including reducing water consumption and water usage intensity, adopting more efficient production and distribution processes, recycling and reuse, transitioning to more efficient buildings, adopting more efficient transportation methods, using low-carbon energy, developing or increasing low-carbon products and services, adopting new technologies, participating in | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| (4)Has the Company compiled statistics on greenhouse gas emissions, water consumption, and total weight of waste in the past two years, and formulated policies on energy conservation, carbon reduction, greenhouse gas reduction, water use reduction, or other waste management? | V | |
| (4) The Company’s electricity usage, water consumption, greenhouse gas emissions, and waste generation over the past two years are as follows: | ||
| Water usage (tons) | Electricity usage (GJ) | |
| Scope 1 | Scope 2 | Scope 3 |
| 2024 | 668,187 | 342,933 |
| 2,911.20 | 53,647.77 | 181,540.75 |
| 2025 | 673,889 | 397,333 |
| 5,136.79 | 60,826.46 | 186,921.98 |
| 1. Due to increased production capacity at the Company’s Vietnam plant, water consumption, electricity consumption, and waste generation increased accordingly. | ||
| 2. Greenhouse gas emissions increased in 2025 primarily due to the substantial expansion of production capacity at the Vietnam plant. | ||
| 3. Measures to reduce greenhouse gas emissions, water consumption, and waste include: | ||
| (1) Gradual implementation of energy monitoring systems at each plant to effectively monitor electricity usage by production equipment and promote energy-saving measures. |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2) Increased use of renewable energy; new factories are continuously installing solar power generation facilities. Energy-saving measures are actively promoted, and carbon credits are obtained to offset emissions. In 2025, the Company obtained 94,039.20 GJ of renewable energy through the purchase of green certificates, while photovoltaic power generation at the plants amounted to 16,551.04 GJ. |
(3) Continuous improvement of office and production equipment; replaceable and upgradable equipment is selected based on energy-saving labels or compliance with energy-efficient and eco-friendly standards. | |
| 4. Social issues
(1) Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? | V | (1) | 1. The Company recognises and adheres to international human rights conventions including the United Nations Universal Declaration of Human Rights, the International Labour Organisation Convention and supports the United Nations Framework for Protection, Respect and Remedy: Business and Human Rights and its Guiding Principles. We actively comply with human rights and labour rights legislation in all | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| our locations, the Responsible Business Alliance Code of Conduct (RBA) and the requirements of our customers, and have established policies on management systems, working hours, wages, anti-discrimination and harassment, gender equality at work...etc. to ensure that our commitments are met. In addition to explaining the Company's policy and position to employees through announcements, events, literature, meetings, etc., the Company also educates employees on the importance of human rights protection and labour rights and related information through various channels, such as training for new employees and training for current employees. |
- The departments responsible for promoting and maintaining the Company’s human rights policies are the Human Resources Departments / Administrative Departments of each plant. The scope of application of the policies includes:
(1) Working Hours: Closely monitor employees’ working hours and overtime hours, as well as employees’ workload and leave conditions.
(2) Wages and Benefits: The minimum wages paid by the Company shall not be lower than the statutory minimum wage standards of the respective regions. Wage deductions shall not be used as a disciplinary measure. Overtime wages must exceed normal wage standards, and employees are entitled to statutory holidays and paid leave.
(3) Humane Treatment: Employees shall not be subjected to sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, verbal abuse, or threats of any such conduct in any form.
(4) Non-Discrimination: Employees shall not be discriminated against in hiring or employment practices (such as promotion, rewards, and training opportunities) on the basis of race, skin | |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||
| color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, social group membership, or marital status. | ||||||
| (5) Freedom of Association: Employees are encouraged to actively participate in Company, social, and community activities and to actively respond to public welfare initiatives promoted by local governments and organizations. | ||||||
| (6) Prohibition of Child Labor: Child labor under the age of 16 is strictly prohibited in accordance with the law. Personnel aged 16 to 18 shall not engage in work that may endanger their health or safety. | ||||||
| (7) Freely Chosen Employment: The Company does not use forced, bonded, indentured, or involuntary prison labor, nor engage in slavery or human trafficking. Employees have the right to resign freely upon reasonable notice, and the Company does not withhold employees’ valid identification documents. | ||||||
| 3. The implementation hours of human rights training for employees and suppliers at each plant are as follows. Course topics include: RBA Training (Human Rights/Ethics) – Regulatory Version, Recruitment and Interview Skills, Duties of Security Personnel – Anti-Harassment and Anti-Discrimination, and Professional Ethics and Ethical Conduct Promotion – RBA Regulations and Requirements. | ||||||
| Training Participants | Number of Employee Participants / Number of Participating Vendors | Total Training Hours | Participation Rate | |||
| New Employees | 6,808 | 4,608 | 100.00% | |||
| Current Employees | 9,788 | 9,677 | 83.55% | |||
| Suppliers | 447 | 398 | 44.57% | |||
| Contractors | 420 | 396 | 43.04% |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2) Does the Company establish and implement reasonable employee benefits (including compensation, vacation and other benefits) and appropriately reflect operating performance or results in employee compensation? |
Are reasonable employee benefits measures (including compensation, leave and other benefits, etc.) in place and appropriately reflected in employee compensation? | V | (2) | 4. In recent years, the Company has continuously promoted RBA verification at each plant. The Guangzhou Plant, Zhongshan Plant, and Suzhou Plant have all obtained RBA Silver Certification. The Company has also established relevant grievance and whistleblowing channels for employees. Dedicated personnel are responsible for handling reports and conducting due diligence investigations while maintaining the confidentiality of whistleblowers’ information. If allegations are verified to be true, the Company undertakes not to impose unfavorable treatment on whistleblowers. During the current year, the Company recorded no complaints related to human rights violations.
-
Employee Profit Sharing: Pursuant to Article 19 of the Company’s Articles of Incorporation, “If the Company records profits for the year, no less than 2% of such profits shall be allocated as employee compensation. However, if the Company still has accumulated losses, an amount sufficient to offset such losses shall first be reserved before allocating employee compensation in accordance with the aforesaid ratio. The recipients of employee compensation distributed in the form of shares or cash may include employees of affiliated or subordinate companies meeting certain conditions. Of the total amount of employee compensation, no less than 20% shall be allocated to non-executive employees.” Employee bonuses are distributed based on the Company’s operating performance and individual performance as an incentive mechanism.
-
Incentive and Compensation Measures: Year-end bonuses are distributed based on the proportion of annual service rendered. Employees who make technological contributions and apply for or obtain patents are granted corresponding patent bonuses. Major production sites also provide retention bonuses for key talent | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| retention targets. | ||||
| 3. Employee Welfare Measures: The Company has established an Employee Welfare Committee. The Company allocates employee welfare funds in accordance with the Employee Welfare Regulations to organize domestic and overseas employee trips, employee gatherings, and various gifts/subsidies, including birthday gifts, wedding gifts, childbirth gifts, and funeral mutual assistance subsidies. | ||||
| 4. Retirement System: Following the promulgation of the Labor Pension Act on July 1, 2005, the Taiwan headquarters provided employees already subject to the Labor Standards Act at that time with the option to either continue applying the retirement pension system under the Labor Standards Act or adopt the pension system under the Labor Pension Act. | ||||
| As of the end of 2025, 12 employees (representing 6.2% of the total number of employees in Taiwan) elected to remain under the old pension system. In accordance with Article 56 of the Labor Standards Act, the Company contributes 2% of monthly salaries to a labor retirement reserve fund deposited in a dedicated account with the Bank of Taiwan. A “Labor Retirement Reserve Supervisory Committee,” composed of representatives from both labor and management, is responsible for the management and utilization of the retirement reserve fund. Employees who meet the retirement conditions stipulated under the Labor Standards Act may apply for retirement benefits through the Human Resources Department and the Labor Retirement Reserve Supervisory Committee, and retirement payments are withdrawn from the Bank of Taiwan dedicated account in accordance with applicable regulations. In 2025, the recognized contribution amount for the old retirement pension system was NT$1,295,449, which was sufficient to cover retirement obligations under the old system. | ||||
| For employees subject to the new retirement pension system, the |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| 5. Workplace Diversity and Equality | ||
| (1) The Company is committed to providing employees with a dignified and safe working environment. The Company implements fairness in compensation and promotion opportunities and ensures that employees are not subject to discrimination, harassment, or unequal treatment on the basis of gender, age, political orientation, or any other status protected under applicable laws and regulations. Female management personnel accounted for 19.5% of total management personnel, and the Company continues to pay close attention to the development of female employees. | ||
| Diversity Indicators | 2024 | 2025 |
| Number of Employees | % | Number of Employees |
| Direct Labor | Gender | Male |
| Female | 1,826 | 18.95% |
| Age | Under 30 | 1,386 |
| 30-49 | 1,914 | 19.86% |
| 50 and above | 8 | 0.08% |
| Education | College/University | 276 |
| High School or Below | 3,032 | 31.46% |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||||||
| Indirect Labor | Gender | Male | 4,397 | 45.62% | 5,174 | 43.45% | ||||
| Female | 1,933 | 20.06% | 2,330 | 19.57% | ||||||
| Age | Under 30 | 2,039 | 21.16% | 2,617 | 21.98% | |||||
| 30-49 | 4,041 | 41.93% | 4,596 | 38.60% | ||||||
| 50 and above | 250 | 2.59% | 291 | 2.44% | ||||||
| Education | Graduate School | 121 | 1.26% | 165 | 1.39% | |||||
| College/University | 2,953 | 30.64% | 3,752 | 31.51% | ||||||
| High School or Below | 3,256 | 33.78% | 3,587 | 30.12% | ||||||
| (2) Gender Equality Measures | ||||||||||
| Plant | Employee Communication Measures | |||||||||
| Taiwan Headquarters | To support pregnant female employees, the Company complies with the “Act of Gender Equality in Employment” to protect the rights and interests of pregnant employees, establishes lactation (breastfeeding) rooms in the workplace, and encourages new parents to apply for parental leave through Company policies. Appropriate adjustments are also made to the work arrangements and duties of pregnant employees or female employees who have recently given birth in order to reduce their workload. The Company has established the “Measures for Prevention of Sexual Harassment and Procedures for Complaint and Disciplinary Actions,” which stipulate complaint channels and relevant review mechanisms to uphold gender equality in the workplace and provide |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||
| (3) Does the company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis? | V | employees with a work and service environment free from sexual harassment. There were no complaint cases in 2025 or 2026. | None | |||
| Mainland China Plants | Female employees are entitled to a half-day holiday on International Women’s Day (March 8) in accordance with government regulations. | |||||
| In recognition of the efforts and contributions of female employees in the workplace, the Company also distributes gifts on International Women’s Day (March 8) as a token of appreciation. | ||||||
| (3) The Company attaches great importance to the safety and health of its employees in the workplace, and the relevant protective measures and their implementation are as follows: | ||||||
| 1. The Company has established management measures for occupational safety and health, prevention and treatment of occupational hazards, and various environmental protection measures such as waste storage management, in order to protect the safety of employees and avoid environmental pollution. | ||||||
| 2. All items that may have an impact on the environment and safety are prepared on a daily basis, and we are able to respond immediately in the event of a disaster. An emergency response team has been set up to establish the duties and procedures of the organisation and its staff. | ||||||
| 3. In order to provide a safe working environment, prevent occupational accidents, and safeguard the safety and health of |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| workers, the Company’s major production sites have established occupational safety and health work rules and management regulations in accordance with the Occupational Safety and Health Act and its Enforcement Rules, as well as the management requirements of ISO 45001. All employees and non-employees performing work within the Company’s workplaces are required to comply with the occupational safety and health work rules and management regulations. The validity periods of the ISO 45001 certificates for the major production sites all covered the entirety of 2025. Details of the certificate validity periods for each plant are available on the Company’s website at https://www.lotes.cc/zh-tw/responsibility.php#society. In 2025, none of the Company’s plants experienced any fatal occupational accidents or serious occupational injuries. | ||||
| 4. Emergency Response and Fire Safety: Each plant has established emergency response plans, formed an emergency response command center, and organized emergency response teams. In the event of an emergency, the emergency response teams are responsible for handling emergency response and related actions. Emergency response education and fire drills are conducted semi-annually on a regular basis. All new employees are required to operate fire extinguishers in practice sessions and participate in simulated drills conducted by response teams to develop emergency response capabilities and self-safety management awareness. These measures enable employees to take appropriate actions before a disaster escalates, thereby reducing the impact and damage caused by crises. In coordination with fire departments, employees also receive training on fire evacuation, first aid, and related emergency response procedures. In 2025, in accordance with the emergency response plans, each operating site completed two emergency response drills. Drills were conducted based on task force assignments, including on-site commanders, rescue team | ||||
| -58- |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (4) Does the company provide its employees with career development and training sessions? | V | (4) | notification personnel, security communications personnel, evacuation guidance personnel, and safety officers, in order to ensure that employees can respond promptly to emergency incidents and minimize personnel injuries and environmental impacts. During 2025, there were no fire incidents or false alarms, and no employee injuries or fatalities caused by fire. |
-
The Company places great importance on employee training. Its learning and development strategy is primarily based on on-the-job training, supplemented by four major training components: new employee training, professional training, and hierarchical training programs. In alignment with annual objectives, product development requirements, and departmental management scorecards, the Company has established a comprehensive education and training system.
-
To enhance employees’ professional skills, the Company has established implementation procedures for education and training under its internal personnel regulations. Annual training plans are formulated in accordance with the Company’s development needs and implemented to achieve training objectives, enabling employees to pursue long-term career development while allowing the Company to benefit from employees’ growth and advancement. Through internal training programs, the Company continuously passes on technical expertise and experience to relevant departments, assists employees in establishing learning and development directions, and serves as a basis for employees’ career planning.
-
New employees are provided with training on the Company’s internal regulations and systems by designated personnel, followed by specialized training conducted by their respective departments. | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| V | ||
| 4. The Company organizes various employee training courses, including in-person, online, internal, and external training programs. The focus of education and training at each plant is based on specific departmental categories rather than on any particular gender. The average employee training hours at each plant in 2025 are as follows: | ||
| Plant | Gender | Hours |
| Taiwan Headquarters | Male | 6.70 |
| Female | 10.80 | |
| Guangzhou | Male | 30.02 |
| Female | 34.65 | |
| Zhongshan | Male | 30.62 |
| Female | 25.66 | |
| Suzhou | Male | 36.26 |
| Female | 29.38 | |
| Vietnam | Male | 17.07 |
| Female | 16.23 |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (5) Does the Company comply with relevant regulations and international standards on customer health and safety, customer privacy, marketing and labeling of its products and services, and has it formulated relevant policies and complaint procedures to protect consumer rights? | (5) | 1. In accordance with product safety regulations of various countries, industry standards, and customer requirements, the Company has established comprehensive and stringent “Regulations Governing Environmental Controlled Substances Management,” which clearly define control requirements for hazardous substances throughout all stages of raw material procurement, manufacturing, product testing, packaging, and transportation. The regulations specify permitted substances, restricted hazardous substances and their allowable limits, as well as corresponding testing methods and corrective measures for non-compliance. In addition, the Company has established a regular update mechanism to closely monitor regulatory developments in various countries and promptly revise and improve the management regulations to ensure that the Company’s hazardous substance management practices continuously comply with the latest product safety regulatory requirements. | ||
| 2. The Company has established dedicated business project teams and, in accordance with the requirements of the ISO 9001 Quality Management System, has established processes relating to customer communication, order processing, technical support, customer complaint handling, and after-sales services. These measures are implemented to enhance professional service quality in all aspects, gain customer trust, and achieve the Company’s long-term profitability. | ||||
| 3. All manufacturing processes of the Company are completed internally, including product design and development, mold design and manufacturing, and product manufacturing. The entire process is completed within the Company to satisfy customer confidentiality requirements. The Company strictly complies with | None |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|
| Yes | No | Abstract Explanation |
| V | (6) | |
| 4. In order to objectively collect customer feedback, the Company conducts annual customer satisfaction surveys through questionnaires in accordance with its customer satisfaction survey management mechanism. After implementation of the surveys, the Company compiles and analyzes customer satisfaction scores and feedback suggestions, which are then communicated to relevant departments and senior management. Through the survey results, the Company reviews customer feedback to identify opportunities for improvement and responds to customers through telephone calls or in-person visits, adopting an accountable approach to provide improvement solutions and continuously enhance product and service quality to ensure that customer needs are understood and satisfied. In addition, after receiving relevant information, the business unit assigns cases by customer category to designated sales personnel for handling. Customers with existing business relationships are also assigned dedicated sales representatives for ongoing communication to better understand customer needs and address related concerns. Over the past three years, customer satisfaction survey scores have consistently exceeded 94.5 points, with the score reaching 94.72 points in 2025. | None | |
| Year | Customer Satisfaction Survey Score | Number of Customer Responses |
| 2023 | 95.20 | 57 |
| 2024 | 94.70 | 50 |
| 2025 | 94.72 | 60 |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (6) Does the Company have a supplier management policy that requires suppliers to comply with relevant regulations on environmental protection, occupational safety and health, or human rights in the workplace, and how is it implemented? | 1. The Company’s management is committed to providing customers with high-quality and safe products and services that comply with applicable laws, regulations, and standards, while also preventing occupational accidents, protecting the environment, preventing pollution, and fulfilling corporate social responsibility. The Company procures raw materials and consumables in compliance with relevant legal, environmental, and safety requirements. To achieve these objectives, the Company continuously improves its operations in accordance with the requirements of international management system standards, including ISO 9001, ISO 14001, ISO 45001, QC 080000, and RBA. | |||
| 2. Since 2010, when introducing new suppliers, LOTES has required suppliers’ management teams or highest-level executives to sign the “Supplier Social and Environmental Responsibility Commitment Letter,” confirming their commitment to conducting business in accordance with the principles and standards of the Responsible Business Alliance Code of Conduct (“RBA”). | ||||
| 3. At the annual “Supplier Conference” organized by LOTES, suppliers’ management teams or highest-level executives receive advocacy and training related to corporate social responsibility. In 2025, the “Supplier Conference” was held on March 28, with a total of 187 participating suppliers. | ||||
| 4. The Company has established a supply chain management system and incorporated the Responsible Business Alliance Code of Conduct (RBA) into its supply chain management practices. Suppliers are required to sign the “Supplier Management Policy,” “Sunshine Policy,” and “Integrity Commitment Letter.” The Company also conducts guidance and audits related to human rights, environmental protection, safety, health, and management systems in order to monitor suppliers’ implementation and management of environmental, safety, and health practices. The Company continues to actively encourage suppliers to emphasize | ||||
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| business ethics, protect labor rights, value workplace safety and occupational health, strengthen information and communication security and privacy protection, and develop materials and manufacturing processes that reduce environmental impacts. In 2025, in order to work together with suppliers to implement sustainable development, the Company promoted sustainability awareness through routine advocacy and supplier training programs, enabling suppliers to better understand the Company’s sustainable development strategies and requirements with the goal of achieving industry sustainability. In 2025, human rights awareness training was conducted for suppliers of the Guangzhou Plant, Zhongshan Plant, and Suzhou Plant, with a total of 260 supplier participations, representing 48.2% of all suppliers. |
- Supplier Evaluation Mechanism:
(1) Supplier selection is not based solely on price considerations, but rather on a balanced assessment of suppliers’ strengths and associated risks. Maintaining good relationships with suppliers is of utmost importance to ensure that supplier performance in Quality, Cost, Delivery, Service, Management, and Environmental Protection meets the Company’s procurement requirements. In 2025, the Company’s major production sites (Guangzhou, Zhongshan, Suzhou, and Vietnam) added a total of 76 suppliers, all of whom passed the new supplier evaluation process and were listed as qualified suppliers of the Company. In 2025, periodic supplier evaluations were conducted in conjunction with the requirements of the Responsible Business Alliance (RBA) Code of Conduct, including written evaluations of 110 suppliers and on-site audits of 61 suppliers. All identified deficiencies were required to be corrected and remained under continuous supervision.
(2) In addition to considering supplier product quality, delivery schedules, and costs, the Company also urges suppliers to | |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| emphasize social responsibility and continuously implement RBA audits. The Company expects suppliers to jointly fulfill corporate social responsibility while strengthening risk management and business continuity planning. | ||||
| Item | Quantity | |||
| Number of New Suppliers Added During the Year | 76 | |||
| Number of New Suppliers Passing Environmental and Social Responsibility Evaluations | 76 | |||
| Total Number of Suppliers During the Year | 616 | |||
| Number of Suppliers Subject to Annual RBA Survey (Annual Written Self-Assessment for Existing Suppliers) | 110 | |||
| Number of Suppliers Subject to RBA On-Site Audits (On-Site Supplier Evaluations) | 61 | |||
| 5. Does the company make reference to internationally accepted standards or guidelines for the preparation of reports, such as sustainability reports, which disclose non-financial information about the company? Has a third party assurance or assurance opinion been obtained on the previously disclosed report? | - | 1. The Company compiled a corporate sustainability report based on the GRI Standards, which shows the company's sustainable development performance. The public and stakeholders can access and download this information from our website (https://www.lotes.cc/zh-tw/responsibility.php#governance). | ||
| 2. Third-party verification body: Grer International Certification Co., Ltd. Applied standard: AA1000 Type 1 Moderate Assurance. | None | |||
| 6. If the Company has established its own Sustainable Development Best-Practice Principles in accordance with the “Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies,” please explain any deviations and the reasons therefor: | ||||
| Although the Company has not yet established its own Sustainable Development Best-Practice Principles, its implementation is consistent with the spirit thereof and there are no material differences. The Company will establish such principles in the future based on actual needs or applicable laws and regulations. | ||||
| 7. Other important information to help understand the implementation of sustainable development: |
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| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| The Company's plants in Taiwan and China continue to focus on the needs of the local community • Taiwan Region: In response to an initiative launched by Restoration Baptist Church, the Company donated NT$300,000 to Children's Hope India; Donated NT$160,000 to the Social Assistance Fund of the Keelung City Government; Sponsored NT$20,000 for meal services for senior citizens through the Zhonglun Volunteer Service Association in Keelung City. Sponsored NT$375,000 for the Guanxi Route Optimization Project under National Tsing Hua University's “Culture Walk” Program; Sponsored NT$60,000 for the Neiliao Wetland Conservation Project organized by the Neiliao Community Development Association in Anle District, Keelung City. • Mainland China Region: Donated approximately NT$530,000 to village committees in areas where the plants are located; Donated approximately NT$90,000 to the Education Foundation of Zhongshan City, Guangdong Province; Donated approximately NT$175,000 to the Xiangcheng District Charity Association in Suzhou. |
(6) Climate-related information for listed companies
- Implementation status of climate-related information.
(1) As the Company's paid-in capital is less than NT$5 billion, the Company began inventorying greenhouse gas emissions of the parent company and subsidiaries included in the consolidated financial statements starting in 2024. This inventory process was initiated ahead of the schedule required by the competent authorities, which mandate completion of carbon inventories for the parent company by 2026 and for subsidiaries included in the consolidated financial statements by 2027.
(2) On October 2, 2025, the Company obtained carbon reduction target certification approved by the Science Based Targets initiative (SBTi). The SBTi also announced the Company's carbon reduction targets on its official website. The Company is actively transforming its operations to implement low-carbon manufacturing and, in accordance with the Net-Zero Standard issued by the SBTi, has established internationally recognized carbon reduction pathways.
(3) The impact of climate risks and opportunities on the Company's business, strategy, and finances (short-term, medium-term, long-term): Climate risks and opportunities are categorized into short-term, medium-term, and long-term, defined as within 3 years for short-term, 3-5 years for medium-term, and over 5 years for long-term. The Company has identified 11 risks and 10 opportunities. Key risks include "increased pricing of greenhouse gas emissions" (short and medium-term), "enhanced emission reporting obligations" (short-term), and "rising raw material costs" (short, medium, and long-term). Key opportunities include "use of low-carbon energy" (medium and long-term) and "more efficient production and distribution processes" (medium and long-term). After identifying these risks and opportunities, we implement corresponding strategies to reduce climate risks and enhance business and climate opportunities.
(4) The impact of extreme climate events and transition actions on finances:
Extreme climate events will affect production lines and supply chains. The Company's transition actions include the regulation and reduction of greenhouse gas emissions, advancements in low-carbon product development and processes, acquisition of renewable energy, and carbon credits, all of which are related aspects that impact finances.
(5) For more detailed climate-related information, please refer to the "Sustainable Environment - Climate Change Management" section in the "Sustainability Report".
- Greenhouse Gas Inventory and Assurance Situation
| Basic company information | According to the sustainable development roadmap regulations for listed companies, at least the following should be disclosed |
|---|---|
| ☐ Companies with a capital of more than NT$ 10 billion, steel industry, cement industry | ■ Inventory for the parent company |
| ■ Inventory for subsidiaries included in consolidated financial reports | |
| ☐ Companies with a capital of more than NT$ 5 billion but less than NT$ 10 billion | ■ Assurance for the parent company’s inventory |
| ■ Assurance for the subsidiaries included in consolidated financial reports | |
| ■ Companies with a capital of less than NT$5 billion | |
| Scope 1 | Total emissions (tonnes CO2e) |
| --- | --- |
| Parent company and subsidiaries outside Mainland China and Vietnam (Note 1) | 52.67 |
| (Subsidiary) LOTES GUANGZHOU CO., LTD. | 1,708.05 |
| (Subsidiary) Lotes Zhongshan Co., Ltd. | 693.89 |
| (Subsidiary) LOTES SUZHOU CO., LTD. | 517.06 |
| (Subsidiary) LOTES VIET NAM COMPANY LIMITED | 2,178.32 |
| Total | 5,149.99 |
| Scope 2 (Location-based) | Total emissions (tonnes CO2e) | Intensity (tonnes CO2e/million NTD) (Note 2) | Assurance body | Description of assurance situation |
|---|---|---|---|---|
| Parent company and subsidiaries outside Mainland China and Vietnam (Note 1) | 1,615.34 | 0.05 | SGS | Same as above. |
| (Subsidiary) LOTES GUANGZHOU CO., LTD. | 18,860.38 | 0.56 | ||
| (Subsidiary) Lotes Zhongshan Co., Ltd. | 24,235.62 | 0.72 | ||
| (Subsidiary) LOTES SUZHOU CO., LTD. | 7,671.92 | 0.22 | ||
| (Subsidiary) LOTES VIET NAM COMPANY LIMITED | 9,785.51 | 0.29 | ||
| Total | 62,168.78 | 1.84 | ||
| Scope 2 (Market-based) | Total emissions (tonnes CO2e) | Intensity (tonnes CO2e/million NTD) (Note 2) | Assurance body | Description of assurance situation |
| --- | --- | --- | --- | --- |
| Parent company and subsidiaries outside Mainland China and Vietnam (Note 1) | 1,615.34 | 0.05 | SGS | Same as above. |
| (Subsidiary) LOTES GUANGZHOU CO., LTD. | 9,872.70 | 0.29 | ||
| (Subsidiary) Lotes Zhongshan Co., Ltd. | 24,935.00 | 0.74 | ||
| (Subsidiary) LOTES SUZHOU CO., LTD. | 7,594.98 | 0.22 | ||
| (Subsidiary) LOTES VIET NAM COMPANY LIMITED | 9,785.51 | 0.29 | ||
| Total | 53,803.54 | 1.59 |
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| Scope 3 | Total emissions (tonnes CO2e) | Intensity (tonnes CO2e/million NTD) (Note 2) | Assurance body | Description of assurance situation |
|---|---|---|---|---|
| Parent company and subsidiaries outside Mainland China and Vietnam (Note 1) | 2,179.31 | 0.06 | SGS | Same as above. |
| (Subsidiary) LOTES GUANGZHOU CO., LTD. | 31,227.89 | 0.92 | ||
| (Subsidiary) Lotes Zhongshan Co., Ltd. | 116,633.27 | 3.45 | ||
| (Subsidiary) LOTES SUZHOU CO., LTD. | 23,198.36 | 0.69 | ||
| (Subsidiary) LOTES VIET NAM COMPANY LIMITED | 15,045.24 | 0.44 | ||
| Total | 188,284.07 | 5.56 |
Note 1: LOTES CO., LTD., LOTES INVESTMENTS LIMITED, LOTESON INTERNATIONAL INVESTMENTS LTD., LOTES USA, INC., CROWN MIND DEVELOPMENTS LIMITED, BLESS WINNER LIMITED, Lomites Co., Ltd., GOOD NEWS MEDICAL CO., LTD., Compertum Microsystems Inc., LOTES EU GmbH, GOOD HOPE INVESTMENTS LIMITED, JOY CITY DEVELOPMENTS LIMITED, SWISS GOOD ENTERPRISES LIMITED, Tashi Investments Limited, WANGDEN INVESTMENTS LIMITED, FELICITY NEWS LIMITED, Lintes Technology Co., Ltd., BLOOMING CHANCE LIMITED, RADIANT DAY LIMITED, Genie Precision Machining Co., Ltd.
(7) The Company's performance and measures to ethical corporate management.
| Evaluation Item | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Establishment of ethical corporate management policies and programs | ||||
| (1) Does the Company have an ethical corporate management policy that has been approved by the Board of Directors and expresses its policies and practices on ethical corporate management in its regulations and external documents, as well as the commitment of the Board of Directors and senior management to actively implement the corporate management policy? | V | (1) The Company has established the “Ethical Corporate Management Best Practice Principles,” which clearly stipulate that the Company shall uphold the principles of integrity, transparency, and accountability in its business operations and formulate integrity-based policies. In 2020, the Board of Directors approved the “Procedures for Ethical Management and Guidelines for Conduct,” which specifically set forth matters that Company personnel shall observe in the performance of their duties. The relevant policies have also been disclosed on the Company’s website. | None |
| Evaluation Item | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Has the Company established an assessment mechanism for the risk of unethical conduct, and regularly analyzed and evaluated the business activities in the scope of business with a higher risk of unethical conduct, and formulated a plan to prevent unethical conduct, covering at least the preventive measures under Article 7, paragraph 2 of "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies"? | V | (2) The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” as the operational procedures and code of conduct for preventing unethical conduct. The Company also promotes awareness among employees through internal emails and engages external lecturers to conduct training courses for directors and supervisors. | None | |
| (3) Does the Company have defined operating procedures, conduct guidelines, disciplinary and complaint systems for non-compliance, and periodically review and correct the prevention program in its unethical conduct prevention program? | V | (3) The Company's dedicated unit shall hold an annual internal promotion and arrange for the chairman, president or senior management to convey the importance of integrity to directors, employees and appointees. | ||
| The Company shall incorporate integrity management into employee performance appraisal and human resources policies, and establish a clear and effective system of rewards, penalties and grievances. | ||||
| The Company shall dismiss or terminate the employment of the Company's employees in accordance with relevant laws and regulations or in accordance with the Company's personnel policy in the event of a significant breach of integrity. | ||||
| The Company shall disclose on the Company's internal website the title, name, date of violation, content of the violation, and the circumstances under which the violation was handled. | None | |||
| 2. Fulfill operations integrity policy | ||||
| (1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? | V | (1) The Company assesses the legality and integrity of the transactions between companies with which it has business dealings before proceeding with subsequent | None |
| Evaluation Item | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Has the company established a special (part-time) unit under the Board of Directors to promote corporate integrity management, and regularly (at least once a year) reports to the Board of Directors on its integrity management policies and plans to prevent dishonest practices and monitor their implementation? | V | (2) | transactions. An ethical conduct clause is also included in the signed commercial contract and is executed after inspection by the legal unit. |
- The Company has designated the Management Department as a dedicated unit to promote corporate integrity management.
- In accordance with the Company’s “Procedures for Ethical Management and Guidelines for Conduct,” the following matters are audited and tracked, and the results are reported to the Board of Directors on a regular annual basis:
(1) Bribery and acceptance of improper benefits.
(2) Provision of illegal political donations.
(3) Improper charitable donations or sponsorships.
(4) Offering or accepting unreasonable gifts, hospitality, or other improper benefits. - The Company annually promotes the importance of compliance with ethical management procedures among employees. In 2025, a review of donations and sponsorship transactions recorded in the Company’s accounts revealed no violations of ethical management practices. In addition, the Company did not receive any whistleblowing letters regarding violations of ethical management procedures during 2025.
- No material breaches of integrity were identified during 2025 and a report on the implementation of the Company’s integrity policy was reported to the Board of Directors on March 11, 2026. | None |
| (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and | V | (3) | The Company establishes and publishes an internal | None |
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| Evaluation Item | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| implement it? | independent whistleblower or statement mailbox, | |||
| [email protected] and a hotline on the Company's website and intranet site, or commissions other external independent organizations to provide a whistleblower mailbox or hotline for use by internal and external personnel of the Company. | ||||
| (4) Has the Company established an effective accounting system and internal control system for the implementation of ethical corporate management, and has the internal audit unit drawn up an audit plan based on the assessment of the risk of unethical conduct, in order to audit compliance with the plan for preventing unethical conduct, or has it engaged an accountant to perform the audit? | V | (4) | The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” as the basis for compliance with the internal control system. The procedures clearly specify whistleblowing procedures, establish an independent whistleblowing mailbox, encourage reporting of any illegal conduct, and protect confidentiality and anonymous reporting rights to ensure the confidentiality of suppliers and employee whistleblowers. However, the Company has not yet formulated a related audit plan. | None |
| (5) Does the company regularly hold internal and external educational trainings on operational integrity? | V | (5) | To implement its ethical management policies and standards of ethical conduct, the Company conducted education and training programs related to ethical management topics for employees at each plant in 2025. The training covered topics including the prohibition of improper benefits, insider trading, trade secrets, and protection of intellectual property rights, totaling 11,716 training hours. | None |
| 3. Operation of the integrity channel | ||||
| (1) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up? | V | (1) The Company has not established a specific reporting and reward system, but encourages internal and external personnel to report dishonest conduct or | The Company currently conducts the promotion of the Ethical Corporate Management Best Practice Principles and concepts through its internal website. In the |
| Evaluation Item | Implementation Status (Note 1) | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the Company have a standard operating procedure for the investigation of the matters to be investigated, follow-up measures to be taken after the completion of the investigation, and relevant confidentiality mechanisms? | V | misconduct. | future, depending on the effectiveness of the promotion, the Company will evaluate whether it is necessary to establish a reporting channel and a disciplinary and complaint system for violations of the Ethical Corporate Management Best Practice Principles. | |
| (3) Does the company provide proper whistleblower protection? | V | (2) The Company has established and announced an internal independent whistleblower mailbox [email protected] and a dedicated hotline on the Company's website and intranet site for the use of internal personnel. | ||
| (3) The Company's personnel who handle reports shall declare in writing that the identity of the whistleblower and the content of the report shall be kept confidential, and undertake to protect the whistleblower from being improperly dealt with as a result of the report. | ||||
| 4. Strengthening information disclosure | ||||
| Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS? | V | The Company currently conducts the promotion of the Ethical Corporate Management Best Practice Principles and concepts through its internal website. | The Company follows its ethical corporate management principles. | |
| 5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation.: | ||||
| The Company has established a whistleblowing mailbox and related reporting procedures, and any conduct violating ethical management policies shall be handled in accordance with the Company’s relevant internal regulations. | ||||
| 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies): | ||||
| None |
(8) Other important information to facilitate better understanding of the Company's corporate governance activities may be disclosed here: The Company’s website.
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(9) Implementation status of internal control system
- Statement of internal control system
Please refer to the Market Observation Post System (MOPS).
MOPS > Company > Corporate Governance > Corporate Rules / Internal Control >
Announcement of Internal Control Statement
(https://mopsov.twse.com.tw/nas/cont06/c3533114011150312.pdf)
- Where a certified public accountant is entrusted to examine the internal control system, the audit report shall be disclosed: None.
(10) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, important resolutions of the shareholders meeting and the Board of Directors meeting
- The Company convened the 2025 Annual Shareholders' Meeting on June 13, 2025. The resolutions and implementation status are as follows:
| Important Resolutions | Resolution Results | Implementation Status |
|---|---|---|
| 2024 Business Report and Financial Statements | Approved by voting in accordance with the original proposal submitted by the Board of Directors. | Approved the 2024 Business Report and Financial Statements. |
| 2024 Earnings Distribution Proposal | Approved by voting in accordance with the original proposal submitted by the Board of Directors. | August 8, 2025 was designated as the ex-dividend record date, and cash dividends were distributed on August 29, 2025. |
- The resolutions adopted by the Board of Directors and their implementation status are as follows:
| Meeting Date | Agenda Items | Resolution Results |
|---|---|---|
| 2025/03/10 | 1. The Company’s 2025 budget proposal. | |
| 2. Proposal regarding the distribution of employee compensation and directors’ compensation for 2024. | ||
| 3. The Company’s 2024 Business Report, parent company only financial statements, and consolidated financial statements. | ||
| 4. The Company’s 2024 earnings distribution proposal. | ||
| 5. Proposal for issuance of the Company’s “Statement on Internal Control System.” | ||
| 6. Regular evaluation of the independence and competence of the signing certified public accountants. | ||
| 7. Change of the Company’s auditing certified public accountants. | ||
| 8. Application for credit facilities from financial institutions. | ||
| 9. Amendments to certain provisions of the Company’s “Articles of Incorporation.” | ||
| 10. Proposal to convene the Company’s Annual Shareholders’ Meeting. | Approved unanimously by all attending directors without objection. | |
| 2025/04/10 | 1. Repurchase of the Company’s issued common shares. | Approved unanimously by all attending directors without objection. |
| 2025/05/09 | 1. The Company’s first-quarter financial report for 2025. | |
| 2. Application for credit facilities from financial institutions. | ||
| 3. Amendments to the Company’s “Regulations Governing Directors’ Compensation Distribution.” | Approved unanimously by all attending directors without objection. | |
| 2025/06/25 | 1. Determination of the ex-dividend record date for the Company’s 2024 cash dividends. | |
| 2. Proposal regarding syndicated loan guarantee obligations for the | Approved unanimously by all attending directors |
| Meeting Date | Agenda Items | Resolution Results |
|---|---|---|
| Company's wholly owned Mainland China reinvestment subsidiary.3. Application for credit facilities from financial institutions. | without objection. | |
| 2025/08/11 | 1. The Company's second-quarter financial report for 2025.2. Amendments to certain approval procedures in the Company's "Authorization Matrix."3. The Company's 2024 Sustainability Report.4. The Company's diversified investments in domestic and foreign marketable securities products. | Approved unanimously by all attending directors without objection. |
| 2025/10/01 | 1. Simplified merger between the Company and its wholly owned subsidiary, Jia Yu Investment Co., Ltd., in accordance with the Business Mergers and Acquisitions Act. | Approved unanimously by all attending directors without objection. |
| 2025/11/10 | 1. The Company's third-quarter financial report for 2025.2. Report on stakeholder operations and communications.3. Amendments to certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets."4. Provision of loans to the Company's wholly owned reinvestment company in Mainland China. | Approved unanimously by all attending directors without objection. |
| 2025/12/19 | 1. Proposal regarding managers' employee compensation for 2024 and year-end bonuses for 2025.2. Proposal regarding the Company's first treasury share transfer to employees and managers in 2025.3. The Company's 2026 Internal Audit Plan Schedule.4. Proposed amendments to certain provisions of the internal control system under the "Labor and Wage Cycle."5. Proposal to provide endorsements and guarantees to financial institutions for the Company's wholly owned Vietnam subsidiary.6. Additional investment in the Vietnam subsidiary. | Approved unanimously by all attending directors without objection. |
| 2026/03/11 | 1. Proposal regarding changes to the Company's accounting officer, corporate governance officer, spokesperson, and acting spokesperson.2. Proposal to approve the Company's 2026 budget.3. Proposal regarding the amount and method of distribution of employee compensation and directors' compensation for 2025.4. The Company's 2025 Business Report, parent company only financial statements, and consolidated financial statements.5. The Company's 2025 earnings distribution proposal.6. Proposal for issuance of the Company's "Statement on Internal Control System."7. Regular evaluation of the independence and competence of the signing certified public accountants.8. Proposed amendments to the Company's "General Principles for the Pre-Approval Policy of Non-Assurance Services."9. Proposal for renewal of a comprehensive credit facility of NT$600 million with Hua Nan Commercial Bank.10. Proposal to convene the Company's 2026 Annual Shareholders' Meeting.11. Proposal to increase the Company's investment limit in domestic and foreign marketable securities by NT$600 million.12. Proposal to approve the phased disposal plan during the authorized period for the Company's existing and newly acquired positions in specific marketable securities pursuant to this Board resolution. | 1. Proposal No. 1:Ms. Wu, Chia-Chi, as an attendee with a personal interest in the matter, recused herself from discussion and voting in accordance with the law.2. Proposals No. 2 through No. 11: Approved unanimously by all attending directors without objection.3. Proposal No. 12: Resolved by all attending directors to postpone further discussion to a later date. |
(11) During the most recent fiscal year and as of the date of publication of the annual report, the directors or supervisors disagreed with the Board of Directors on the adoption of a significant resolution and there is a record or written statement to the effect: None.
(iv) Information on CPA fees
Unit: NT$ thousand
| Accounting Firm | Name of CPA | Audit Period | Audit Fee | Non-audit Fee | Total | Remarks |
|---|---|---|---|---|---|---|
| KPMG Taiwan | Li, Feng-Hui | 2025 | 7,393 | 630 | 8,023 | Audit fee |
| Hsiao, Ya-Wen | 2025 | |||||
| KPMG Taiwan | Chang, Zhi | 2025 | — | 1,223 | 1,223 | Transfer pricing, country-by-country report, and master file, tax advisory |
- If the audit fee for the year of replacement of an accounting firm is less than the audit fee for the year before the replacement, the amount of the audit fee before and after the replacement and the reason shall be disclosed and the reason: N/A.
- If the audit fee is reduced by more than 15% from the previous year, the amount, proportion and reason for the reduction shall be disclosed: N/A.
(v) Information on Change of CPA
None.
(vi) The Company's Chairman, President, and managers in charge of finance or accounting affairs did not hold any positions in the Company's independent auditing firm or its affiliates during the latest fiscal year
None.
(vii) Share transfers and pledges by the Company's directors, supervisors, managerial officers, and shareholders holding more than 10% of the Company's shares
(1) Changes in shareholding transfers by directors, supervisors, managers and substantial shareholders
Unit: shares
| Title | Name | 2025 | As of April 14 of 2026 | ||
|---|---|---|---|---|---|
| Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | ||
| Chairman | JIAMING INVESTMENT CO. Rep.: CHU, TE-HSIANG | 0 | 0 | 0 | 0 |
| Chairman's Corporate Representative | Chu, Te-Hsiang | 6,000 | 0 | 0 | 0 |
| Director | Golden Grown Co., Ltd. Rep.: HO, TE-YU | 0 | 0 | 0 | 0 |
| Chairman's Corporate Representative | Ho, Te-Yu | 5,250 | 0 | 0 | 0 |
| Director | Hsieh, Chia-Ying | 0 | 0 | 0 | 0 |
| Director | Sun, Cheng-Zhong | 0 | 0 | 0 | 0 |
| Independent Director | Wang, Jen-Chun | 0 | 0 | 0 | 0 |
| Independent Director | Chiang, I-Cheng | 0 | 0 | 0 | 0 |
| Independent Director | Wu, Chang-Hsiu | 0 | 0 | 0 | 0 |
| President | Ho, Te-Yu | 5,250 | 0 | 0 | 0 |
| Title | Name | 2025 | As of April 14 of 2026 | ||
|---|---|---|---|---|---|
| Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | Holding Increase (Decrease) | Pledged Holding Increase (Decrease) | ||
| R&D Chief | Chu, Te-Hsiang | 6,000 | 0 | 0 | 0 |
| President's Office Assistant Vice President | Chu-Chen, Yi-Hui | 4,360 | 0 | 0 | 0 |
| Sales Department Senior Vice President | Tsai, Ming-Jui | 4,000 | 0 | 0 | 0 |
| Business Management Department Assistant Vice President | Lin, Tsun-Te | 6,000 | 0 | (5,000) | 0 |
| Business Management Department Assistant Vice President | Lin, Ko-Lun | 4,000 | 0 | (4,000) | 0 |
| Business Management Department Assistant Vice President | Lin, Yao-Ching | 5,000 | 0 | (5,000) | 0 |
| Sales Department Sales Division I Assistant Vice President | Wu, Yi-Chen | 2,500 | 0 | 0 | 0 |
| Sales Department Sales Division II Vice President | Li, Cheng-Wen | 4,000 | 0 | (4,000) | 0 |
| Business Management Department Assistant Vice President | Liu, Chi-Hong | 4,500 | 0 | 0 | 0 |
| Business Management Department Assistant Vice President | Hou, Chi-Hsiang | 3,140 | 0 | (2,890) | 0 |
| R&D Division II Assistant Vice President | Chang, Wen-Chang | 7,000 | 0 | 0 | 0 |
| Business Management Department Assistant Vice President | Hou, Song-Pei | 1,360 | 0 | 0 | 0 |
| Finance Department Manager | Liu, Hsing-Hsia (Note 1) | 2,970 | 0 | (2,970) | 0 |
| Finance Department Manager | Wu, Chia-Chi (Note 2) | 0 | 0 | 0 | 0 |
| Finance Department Deputy Manager | Liang, Shih-Yi | 0 | 0 | 0 | 0 |
| Audit Supervisor | Weng, Kun-Tang | 2,540 | 0 | (1,540) | 0 |
Note 1: Dismissed on March 11, 2026.
Note 2: Assumed office on March 11, 2026.
(2) Information on Relative Persons Related to the Transfer of Equity: None.
(3) Information on Relative Persons to the Equity Pledge: None.
(viii) Information on the Top Ten Shareholders, Including Whether They Are Related Parties, Spouses, or Relatives Within the Second Degree of Kinship
As of the book closure date for the current year's Annual Shareholders' Meeting: April 14, 2026
| Name | Current Shareholding | Shares Held by Spouse and Minor Children | Shares Held in the Name of Others | Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within Two Degrees | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | ||
| Golden Grown Co., Ltd. | 10,956,237 | 9.74% | 0 | 0.00% | 0 | 0.00% | Ho, Te-Yu | Golden Grown Co., Ltd. Chairman | |
| JIAMING INVESTMENT CO. | 9,797,037 | 8.71% | 0 | 0.00% | 0 | 0.00% | Chu, Te-Hsiang | ||
| Chu-Chen, Yi-Hui | JIAMING INVESTMENT CO. | ||||||||
| Chairman | |||||||||
| JIAMING INVESTMENT CO. | |||||||||
| Supervisor | |||||||||
| Dunlin Investment Co., Ltd. | 5,000,000 | 4.44% | 0 | 0.00% | 473,899 | 0.42% | Ho, Te-Yu | Golden Grown Co., Ltd. Chairman | |
| Labor Pension Fund (The New Fund) | 4,756,421 | 4.23% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Cathay Life Insurance Company, Ltd. | 2,938,000 | 2.61% | 0 | 0.00% | 0 | 0.00% | None | None | |
| De-Chuang Investment Holding Co., Ltd. | 2,906,388 | 2.58% | 0 | 0.00% | 27,920 | 0.02% | Chu, Te-Hsiang | JIAMING INVESTMENT CO. | |
| Chairman | |||||||||
| Public Service Pension Fund Management Board | 1,956,352 | 1.74% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Standard Chartered Bank as Custodian for Fidelity Funds | 1,524,000 | 1.35% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Citibank (Taiwan) Commercial Bank Co., Ltd. as Custodian for Norges Bank Investment Management Account | 1,424,948 | 1.27% | 0 | 0.00% | 0 | 0.00% | None | None | |
| Labor Retirement Reserve Fund (The Old Fund) | 1,306,828 | 1.16% | 0 | 0.00% | 0 | 0.00% | None | None |
(ix) Information on the shareholding in any single investee by the Company, the Company's directors, supervisors, managerial officers, and enterprises directly or indirectly controlled by the Company, and the combined shareholding percentage
Unit: Thousand Shares; %
As of December 31, 2025
| Investee | Investment by the Company | Investments by Directors, Supervisors, Executive Officers, and Enterprises Directly or Indirectly Controlled by the Company | Consolidated Investment | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| LOTES INVESTMENTS LIMITED | 26,050,000 | 100.00% | ||||
| GOOD HOPE INVESTMENTS LIMITED | 401,281 | 100.00% | ||||
| CROWN MIND DEVELOPMENTS LIMITED | 20,016,426 | 100.00% | ||||
| TASHI INVESTMENTS LIMITED | 500,000 | 100.00% | ||||
| LOTES USA, INC. | 2,500,000 | 100.00% | ||||
| LOTES EU GmbH | 100,000 | 100.00% | ||||
| Lomites Co., Ltd. | 15,970,000 | 99.81% | ||||
| LOTES VIET NAM COMPANY LIMITED | 121,729,000 | 100.00% | ||||
| Compertum Microsystems Inc. | 8,483,248 | 33.56% | 3,111,820 | 12.31% | 11,595,068 | 45.87% |
| GOOD NEWS MEDICAL CO., LTD. | 1,532,419 | 30.65% | 141,343 | 2.83% | 1,673,762 | 33.48% |
| Lintes Technology Co., Ltd. | 32,071,309 | 48.56% | 1,324,895 | 1.97% | 33,396,204 | 50.53% |
| LeRain Technology Co., Ltd. | 4,722,059 | 14.83% | 722,947 | 2.27% | 5,445,006 | 17.10% |
| AionChip Technologies CO., LTD. | 5,264,980 | 26.32% | 647,020 | 3.24% | 5,912,000 | 29.56% |
| I-SEE VISION TECHNOLOGY INC | 8,780,123 | 22.41% | 2,368,411 | 6.04% | 11,148,534 | 28.45% |
III. Capital Overview
(i) Capital and shares
(1) Source of capital
Unit: thousand shares/ $ thousand
| Date | Issue Price (NT$) | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Capital (NT$) | Capital Increased by Assets Other than Cash | Other | ||
| 1987.12 | — | 5,000 | 5,000 | $5 million capital stock of establishment | — | Jian-San-Ding-Zi Letter No. 344438 dated December 1, 1987 | ||
| 1998.09 | 10,000 | 2.5 | 25,000 | 2.5 | 25,000 | Cash capital increase of $20 million | — | Jian-San-Ding-Zi Letter No. 230910 dated September 22, 1998 |
| 2004.09 | 10 | 12,012 | 120,120 | 12,012 | 120,120 | Cash capital increase of $95.12 million | — | Jing-Zhong-Zi Letter No. 09332670500 dated September 3, 2004 |
| 2004.10 | 10 | 44,500 | 445,000 | 44,500 | 445,000 | Cash capital increase of $324.88 million | — | Jing-Zhong-Zi Letter No. 09332928790 dated October 27, 2004 |
| 2004.12 | 18 | 49,400 | 494,000 | 49,400 | 494,000 | Cash capital increase of $49 million | — | Jing-Zhong-Zi Letter No. 09333306580 dated January 6, 2005 |
| 2005.10 | 10 | 61,000 | 610,000 | 52,320 | 523,200 | Capitalization of retained earnings of $29.2 million | — | Jing-Zhong-Zi Letter No. 09401205920 dated October 17, 2005 |
| 2006.08 | 10 | 61,000 | 610,000 | 55,686 | 556,860 | Capitalization of retained earnings of $33.66 million | — | Jing-Shou-Shang-Zi Letter No. 09501181500 dated August 18, 2006 |
| 2006.08 | 16.5 | 61,000 | 610,000 | 59,166 | 591,660 | Cash capital increase of $34.8 million | — | Jing-Shou-Shang-Zi Letter No. 09501185810 dated August 23, 2006 |
| 2007.03 | 10 | 61,000 | 610,000 | 60,349 | 603,493 | Capitalization of capital reserves of $11.83 million | — | Jing-Shou-Shang-Zi Letter No. 09601038990 dated March 1, 2007 |
| 2007.08 | 10 | 105,000 | 1,050,000 | 63,820 | 638,200 | Capitalization of retained earnings of $34.71 million | — | Jing-Shou-Shang-Zi Letter No. 09601189090 dated August 6, 2007 |
| 2008.01 | 41 | 105,000 | 1,050,000 | 71,174 | 711,740 | Cash capital increase of $73.54 million | — | Jing-Shou-Shang-Zi Letter No. 09701004250 dated January 14, 2008 |
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| Date | Issue Price (NT$) | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Capital (NT$) | Capital Increased by Assets Other than Cash | Other | ||
| 2008.08 | 10 | 105,000 | 1,050,000 | 76,232 | 762,327 | Capitalization of retained earnings of $50.587 million | — | Jing-Shou-Shang-Zi Letter No. 09701196230 dated August 5, 2008 |
| 2009.12 | 14.98 | 105,000 | 1,050,000 | 77,104 | 771,041 | Capitalization of employee stock warrants of $8.714 million | — | Jing-Shou-Shang-Zi Letter No. 09801280550 dated December 7, 2009 |
| 2010.02 | 116.5 | 105,000 | 1,050,000 | 83,104 | 831,041 | Cash capital increase of $60 million | — | Jing-Shou-Shang-Zi Letter No. 09901038450 dated March 2, 2010 |
| 2010.09 | 140 | 105,000 | 1,050,000 | 93,104 | 931,041 | Cash capital increase of $100 million | — | Jing-Shou-Shang-Zi Letter No. 09901213910 dated September 23, 2010 |
| 2011.01 | 10.98 | 105,000 | 1,050,000 | 93,313 | 933,139 | Capitalization of employee stock warrants of $2.098 million | — | Jing-Shou-Shang-Zi Letter No. 10001008880 dated January 17, 2011 |
| 2011.08 | 10.98 | 105,000 | 1,050,000 | 93,477 | 934,779 | Capitalization of employee stock warrants of $1.64 million | — | Jing-Shou-Shang-Zi Letter No. 10001184600 dated August 15, 2011 |
| 2019.01 | 140 | 155,000 | 1,550,000 | 103,477 | 1,034,779 | Cash capital increase of $100 million | — | Jing-Shou-Shang-Zi Letter No. 10801009430 dated January 23, 2019 |
| 2021.12 | 432 | 155,000 | 1,550,000 | 105,977 | 1,059,779 | Capital increase in cash NT$25 million | Jing-Shou-Shang-Zi Letter No. 11001182950 dated Oct. 8, 2021 | |
| 2022.04 | — | 155,000 | 1,550,000 | 106,095 | 1,060,946 | CB Conversion Shares | Jing-Shou-Shang-Zi Letter No. 11101057920 dated Apr. 19, 2022 | |
| 2022.06 | — | 155,000 | 1,550,000 | 106,181 | 1,061,806 | CB Conversion Shares | — | Jing-Shou-Shang-Zi Letter No. 11101091040 dated 2022.6.2 |
| 2022.09 | — | 155,000 | 1,550,000 | 106,487 | 1,064,871 | CB Conversion Shares | — | Jing-Shou-Shang-Zi Letter No. 11101168760 dated 2022.9.12 |
| 2022.12 | 155,000 | 1,550,000 | 106,876 | 1,068,762 | CB Conversion Shares | — | Jing-Shou-Shang-Zi Letter No. 11101229790 dated 2022.9.12 |
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| Date | Issue Price (NT$) | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Capital (NT$) | Capital Increased by Assets Other than Cash | Other | ||
| 2023.04 | – | 155,000 | 1,550,000 | 107,829 | 1,078,298 | CB Conversion Shares | – | Jing-Shou-Shang-Zi Letter No. 11230061040 dated 2023.4.12 |
| 2023.04 | 660 | 155,000 | 1,550,000 | 111,329 | 1,113,298 | Cash Capital Increase NT$ 35 million | Jing-Shou-Shang-Zi Letter No. 11230069610 dated 2023.4.25 | |
| 2024.03 | – | 155,000 | 1,550,000 | 111,472 | 1,114,721 | CB Conversion Shares | – | Jing-Shou-Shang-Zi Letter No. 11330047150dated 2023.4.25 |
| 2024.08 | – | 155,000 | 1,550,000 | 112,535 | 1,125,347 | CB Conversion Shares | Jing-Shou-Shang-Zi Letter No. 11330162830 dated 2023.4.25 |
(2) Types of Shares
Unit: shares
| Share Type | Authorized Capital | Remarks | ||
|---|---|---|---|---|
| Issued Shares | Unissued Shares | Total Shares | ||
| Registered Shares | 112,534,691 | 42,465,309 | 155,000,000 | Outstanding shares include 312,107 treasury shares. |
(3) Information Related to the Shelf Registration System: Not applicable.
(4) List of major shareholders
As of the book closure date for the current year’s Annual Shareholders’ Meeting: April 14, 2026
| Shares | Shares | Percentage |
|---|---|---|
| Major Shareholders | ||
| Golden Grown Co., Ltd. | 10,956,237 | 9.74% |
| Jiaming Investment Co., Ltd. | 9,797,037 | 8.71% |
| Dunlin Investment Co., Ltd. | 5,000,000 | 4.44% |
| Labor Pension Fund (The New Fund) | 4,756,421 | 4.23% |
| Cathay Life Insurance Company, Ltd. | 2,938,000 | 2.61% |
| De-Chuang Investment Holding Co., Ltd. | 2,906,388 | 2.58% |
| Public Service Pension Fund Management Board | 1,956,352 | 1.74% |
| Standard Chartered Bank as Custodian for Fidelity Funds | 1,524,000 | 1.35% |
| Citibank (Taiwan) Commercial Bank Co., Ltd. as Custodian for Norges Bank Investment Management Account | 1,424,948 | 1.27% |
| Labor Retirement Reserve Fund (The Old Fund) | 1,306,828 | 1.16% |
(5) Dividend Policy and Implementation Status
- Dividend Policy
The Company’s Articles of Incorporation stipulate that if the Company records profits for the year, no less than 2% of such profits shall be allocated as employee compensation and no more than 2% as directors’ compensation. However, if the Company still has accumulated losses, an amount sufficient to offset such losses shall first be reserved before allocating employee compensation and directors’ compensation in accordance with the aforesaid ratios. The recipients of employee compensation distributed in the form of shares or cash may include employees of affiliated or subordinate companies meeting certain conditions. Of the total amount of employee compensation, no less than 20% shall be allocated to non-executive employees.
If there is any surplus after the final settlement of each year, the Company shall first complete the tax contribution, make up the deficit of the previous year and set aside 10% of the surplus as legal reserve, except when the legal reserve has reached the total capital; if there is any surplus and the accumulated undistributed surplus, the Board of Directors shall prepare a proposal for the distribution of the surplus and submit it to the shareholders’ meeting for resolution, and the shareholders’ bonus to be distributed shall not be less than 20% of the net income after tax less the amount of legal reserve.
The Company will take into account the environment and growth stage of the Company and will expand its business in the future. The distribution of earnings should take into account the Company’s future capital expenditure budget and capital requirements, and pay cash dividends of not less than 10% of the dividends distributed in the current year.
- Dividend Distribution Status
A total of NT$3,927,788,235 will be appropriated from 2025 earnings for the distribution
of cash dividends of NT$35 per common share. Subject to approval by the Annual Shareholders' Meeting, the Board of Directors will separately determine the ex-dividend record date and other related matters.
- Explanation of Any Expected Significant Changes in Dividend Policy: None.
(6) Effect upon Business Performance and Earnings per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders' Meeting
None.
(7) Employees' and Directors' Compensation
- Ratio or scope of remuneration for employees and directors as set forth in the Articles of Incorporation:
The Company's Articles of Incorporation stipulate that if the Company records profits for the year, no less than 2% of such profits shall be allocated as employee compensation and no more than 2% as directors' compensation. However, if the Company still has accumulated losses, an amount sufficient to offset such losses shall first be reserved before allocating employee compensation and directors' compensation in accordance with the aforesaid ratios. The recipients of employee compensation distributed in the form of shares or cash may include employees of affiliated or subordinate companies meeting certain conditions. Of the total amount of employee compensation, no less than 20% shall be allocated to non-executive employees.
- The basis for estimating the amount of employee and directors' compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
For 2025, the basis for estimating employee and directors' compensation, the basis for calculating the number of shares distributed as employee compensation, and the accounting treatment for any discrepancy between the actual distributed amount and the estimated amount shall be accounted for as changes in accounting estimates and adjusted in the following fiscal year.
- Information on any approval by the board of directors of distribution of compensation
(1) Amount of Employee Compensation and Directors' and Supervisors' Compensation Distributed in Cash or Shares, and Any Differences from the Estimated Amount Recognized in the Expense Year, Including the Reasons and Accounting Treatment:
On March 11, 2026, the Board of Directors approved the distribution of employee compensation for 2025 in cash amounting to NT$191,000 thousand and directors' compensation amounting to NT$8,000 thousand. The amounts of employee and directors' compensation were consistent with the amounts accrued in the Company's 2025 accounts.
(2) Amount of Employee Compensation Distributed in Shares and the Percentage Thereof to Net Profit After Tax and Total Employee Compensation in the Parent Company Only or Individual Financial Statements for the Current Period:
No employee compensation was distributed in the form of shares for the current period; therefore, this item is not applicable.
- Actual distribution of remuneration to employees, directors and supervisors during the prior year:
For 2024, the Company distributed employee compensation amounting to NT$220,000
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thousand and directors' compensation amounting to NT$5,500 thousand, which were consistent with the amounts accrued in the Company's 2024 accounts.
(8) Treasury Stock Buyback by the Company
As of the book closure date for the current year’s Annual Shareholders’ Meeting: April 14, 2026
| Repurchase Round | First |
|---|---|
| Purpose of Repurchase | Transfer of shares to employees |
| Repurchase Period | April 11, 2025 ~ June 10, 2025 |
| Repurchase Price Range | NT$1,040 ~ NT$1,360 |
| Type and Quantity of Shares Repurchased | 601,000 common shares |
| Amount of Shares Repurchased | NT$676,152,114 |
| Ratio of Shares Repurchased to Planned Repurchase Quantity | 50.08% |
| Number of Shares Cancelled or Transferred | 288,830 shares |
| Cumulative Number of Shares Held by the Company | 312,170 shares |
| Ratio of Cumulative Shares Held by the Company to Total Issued Shares | 0.28% |
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(ii) Issuance of corporate bonds
(1) Corporate Bond
As of the book closure date for the current year’s Annual Shareholders’ Meeting: April 14, 2026
| Type of corporate bond | Second Unsecured Convertible Corporate Bond |
|---|---|
| Issue (Processing) Date | March 9, 2023 |
| Nominal value | NT$ 100,000 |
| Place of issue and transaction (Note 3) | — |
| Issue Price | Issued at 108.14% of par value |
| Total Amount | Total denomination of the issue is NT$1 billion |
| Interest Rate | Coupon rate 0% per annum |
| Term | Issued for a period of three years; from March 9, 2023, to March 9, 2026. |
| Guaranteed Institution | None |
| Trustee | Hua Nan Commercial Bank |
| Underwriter | Yuanta Securities Co. |
| Signatory Solicitors | Far East United Law Firm, Chiu, Ya-Wen, Attorney-at-Law |
| CPA | KPMG |
| Li Feng Fai, CPA and Tsai, Pei-Ru, CPA | |
| Repayment Method | In addition to the holder of this convertible corporate bond converting it into ordinary shares of the company according to Article 10 of this method, or the company redeeming in advance according to Article 17 of this method or the company buying back from the securities dealer's business place to cancel, the company will within seven business days from the day after the maturity date of this convertible corporate bond repay in cash at once the bond held by the bondholder at the face value of the bond. |
| Unredeemed principal | NT$ 0 |
| Terms of redemption or early settlement | 1. If the closing price of the Company's common stock on the TWSE exceeds the then current conversion price of the Bonds by more than 30% (inclusive) for 30 consecutive business days from the day after the expiration of three months from the date of issuance (June 10, 2023) until 40 days prior to the expiration of the issuance period (January 28, 2026), the Company may, within 30 business days thereafter, send the Bonds by registered mail to (the holder of the Bonds (as stated in the Register of Bondholders on the fifth business day prior to the date of mailing, or by way of announcement for holders who subsequently acquire the Bonds through trading or otherwise) a "Notice of Call" for the expiry of the 30-day period (the aforesaid period shall be counted from the date of mailing by the Company and the expiry date of such period shall be the reference date for the call of the Bonds, and the aforesaid period shall not be the period of cessation of conversion under Article 9) The Company shall, upon the expiry of such period, send a letter to the Counterparty and request the Counterparty to announce and collect the Bonds from the Bondholders in cash at their face value within five business days after the Bond Collection Date. |
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| Type of corporate bond | Second Unsecured Convertible Corporate Bond | |
|---|---|---|
| 2. From the day following three months after the bond issuance (June 10, 2023) until 40 days before the maturity date (January 28, 2026), if the outstanding amount of this convertible bond is less than 10% of the total issuance amount, the company may, at any time thereafter, send a registered letter to the bondholders (based on the register of bondholders five business days before the dispatch date, and for those who subsequently acquired the bonds due to purchase or other reasons, it will be done by announcement), a "Bond Recall Notice" that expires in thirty days (the aforementioned period starts from the date of dispatch by the company and ends on the bond recall benchmark date, this period must not be during the conversion suspension period stated in Article 9), and request the counter purchase center to announce it. The company will recall the bonds from the bondholders by cash according to the face value of the bond within five business days after the bond recall benchmark date.3. If the bondholder does not reply in writing to the company's stock affairs agency before the bond recall benchmark date stated in the "Bond Recall Notice" (effective upon receipt, if sent by mail, the postmark date will be the proof), the company will redeem the bonds in cash according to the face value of the bond within five business days after the bond recall benchmark date.4. If the company executes a recall request, the last date for the bondholder to request conversion is the second business day after the termination of the over-the-counter trading of this convertible corporate bond. | ||
| Restricted Terms | None | |
| Name of credit rating agency, rating date, corporate bond rating result | NA | |
| Other Rights | Amount of ordinary shares, overseas depositary receipts or other marketable securities converted (exchanged or warrants) as at the date of printing of the annual report | As of May 11, 2026, the Company’s second issuance of unsecured convertible corporate bonds had been fully converted. A total of 10,000 bonds, each with a face value of NT$100,000, were converted, representing a total conversion amount of NT$1,000,000,000 and resulting in the issuance of 1,204,878 shares of common stock. |
| Method of issue and conversion (exchange or share option) | Please refer to the Company’s rules governing the issuance and conversion of its domestic second unsecured convertible corporate bonds. | |
| The method of issue and conversion, exchange or subscription, the possible dilution of shareholdings by the terms of | The Company’s second issuance of unsecured convertible corporate bonds was fully converted in August 2024. |
| Type of corporate bond | Second Unsecured Convertible Corporate Bond |
|---|---|
| issue and the effect on the interests of existing shareholders | |
| Name of the custodian for the exchange of the subject | NA |
(2) Converted Corporate Bonds Information: None.
(3) Information on Exchangeable Corporate Bonds: None.
(4) Reporting of corporate bonds issued: None.
(5) Information on Corporate Bonds with Warrants: None.
(iii) Issuance of preferred shares
None.
(iv) Issuance of global depository receipts
None.
(v) Employee subscription warrants
None.
(vi) Status of Issuance of Restricted Shares for Employees
None.
(vii) Status of Issuance of New Shares in Connection with Mergers and Acquisitions or Acquisition of Shares of Other Companies
(1) Evaluation opinions issued by the lead securities underwriter regarding the issuance of new shares for mergers and acquisitions or acquisition of shares of other companies in the most recent quarter, and the implementation status thereof: None.
(2) Basic Information Table of the Acquired Company: None.
(viii) Status of Implementation of Capital Utilization Plans
(1) Plan Contents
If the previous issuance or private placement of securities has not yet been completed, or has been completed within the most recent three years but the expected benefits have not yet become significant, a detailed explanation of the plan contents shall be provided: None.
(2) Implementation Status
If the progress or benefits of each plan have failed to meet the expected targets, the reasons therefor, the impact on shareholders' equity, and improvement plans shall be specifically explained: None.
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IV. Overview of Business Operations
(i) Description of the business
(1) Scope of business
- Main business operation and sales ratio
(1) Main operation for businesses
a. Trading of various hardware parts and tool parts.
b. Trading, manufacturing and processing various terminals and their finished connectors.
c. Trading, manufacturing and processing electronic components.
d. Trading, manufacturing and processing precision tooling.
(2) Main products and their sales ratio
Unit: NT$ thousands
| Major products | 2025 Net Operating Sales | Sales Ratio (%) |
|---|---|---|
| Connectors (with cables) | 32,903,611 | 97.40% |
| Other Electronic Components | 879,800 | 2.60% |
| Total | 33,783,411 | 100.00% |
- The Company's current products and services
The Company is principally engaged in the design, manufacture, and sale of various connectors, cable assemblies, sockets, and related components applied in servers, personal computers, automobiles, industrial control, medical, and other fields.
- New products and services in planning
In order to continuously provide customers with high-quality and high-precision products, the Company continues to invest in the development of design, manufacturing processes, quality management, and testing and verification capabilities, while advancing toward technologies featuring fine pitch, high density, and high-speed transmission. These efforts are intended to meet the demand for high-frequency, high-speed, and high-reliability interconnect solutions in the fields of servers, AI, and high-performance computing applications. In recent years, the Company's R&D focus has included high-speed transmission connectors and cable assemblies, QD-related products, and new interconnect solutions for AI server applications. Through joint development, certification, and mass production introduction with international customers, the Company continues to promote the development and application expansion of new products in order to enhance product competitiveness and expand market presence.
(2) Overview of the industry
- Status and development trends of the industry
Electronic connectors (cable assemblies) refer to interface components used in electronic equipment for the transmission of power, signals, and data. Their primary function is to provide connections between subsystems within electronic systems or between different devices, enabling stable transmission of electrical current, signals, and data. As connectors (cable assemblies) serve as critical interfaces in various types of electronic equipment, their design, manufacturing, and quality stability directly affect the overall performance, reliability, and service life of the entire system. The downstream application scope of electronic connector (cable assembly) products is extensive, including servers and data centers, personal computers and peripherals, network communications, automotive electronics, industrial control, medical equipment, charging infrastructure, energy storage equipment, and consumer electronics.
In recent years, the growth momentum of the electronic connector (cable assembly) industry has gradually shifted from traditional consumer electronics-driven growth toward structural upgrades driven by servers, data centers, AI computing, automotive electronics, industrial equipment, and high-reliability applications. The primary reason for this transformation is the continuous enhancement in computing capability, data traffic volume, and integration levels of terminal devices and system platforms. As a result, connectors are no longer focused solely on basic electrical conductivity functions but are increasingly required to satisfy multiple demands simultaneously, including high-frequency and high-speed transmission, high-density layouts, high-power carrying capability, low loss, low latency, and long-term stability. Connector (cable assembly) products have gradually evolved from traditional standardized components toward products with higher technological barriers and higher added value.
In the server and data center application market, industry focus in recent years has clearly shifted toward server application connectors and high-speed connectors. As demand for AI training and inference continues to increase, requirements for bandwidth, latency, thermal dissipation, signal integrity, and space utilization in data center equipment have simultaneously increased, driving upgrades in high-speed interfaces and high-density interconnections related to server platforms. PCI-SIG has explicitly stated that PCIe 6.0 primarily supports data-intensive applications such as data centers, artificial intelligence/machine learning, high-performance computing, automotive, Internet of Things, and aerospace applications, indicating that the primary growth momentum for next-generation high-speed interconnection interfaces is clearly driven by servers, AI, and high-performance computing applications. Connector products required for such applications include not only traditional board-level connectors, but also diversified product types such as server sockets, high-speed backplanes, high-speed I/O, high-density board-to-board connectors, and wire-to-board connectors.
In terms of high-speed connector development, international manufacturers have actively introduced 224G-related interconnect solutions to address the upgrade demands of AI and next-generation data center architectures. TE Connectivity has publicly announced its 224G product portfolio solutions, while Molex has also publicly stated that its 224 Gbps-PAM4 architecture is designed for AI, machine learning, 1.6T networking, and hyperscale data center applications. This demonstrates that the current technological focus of the high-speed connector market has continued to evolve from previous 56G and 112G technologies toward higher transmission speeds and higher densities, while simultaneously driving upgrades in materials, signal design, mechanical design, and manufacturing processes.
On the other hand, although the connector (cable assembly) market in the personal computer and consumer electronics sectors still maintains a certain scale, its growth model has gradually shifted from reliance on increases in overall device shipment volume toward interface standardization and specification upgrades. The European Union's common charging regulations became applicable to most portable electronic devices on December 28, 2024, and will extend to notebook computers starting April 28, 2026, indicating that USB-C has become a key common interface for consumer and commercial portable devices. Meanwhile, the USB Implementers Forum announced the USB4 v2.0 specification in April 2026, further reflecting the ongoing evolution of device interconnection toward higher bandwidth and higher performance. Although demand for connectors in the consumer electronics sector has not disappeared, the market focus has shifted from traditional volume-driven growth toward upgrade demand driven by new specifications, new interfaces, and next-generation product refresh cycles.
In automotive, charging, and energy storage applications, the global trends toward net-zero
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carbon reduction and electrification continue to advance, driving connector (cable assembly) products toward developments featuring high voltage, high current capacity, high reliability, and environmental resistance. According to the International Energy Agency, the number of public charging points worldwide exceeded 5 million by the end of 2024, and public fast-charging infrastructure continues to expand, indicating that demand for charging facilities and electric vehicle infrastructure still possesses medium- to long-term growth potential. This trend not only drives demand for charging connectors, automotive wiring harnesses, and high-voltage connectors, but also raises market requirements for heat resistance, vibration resistance, corrosion resistance, anti-interference capability, and long-term stability, making the automotive and energy infrastructure sectors important application markets for high-end connector products.
In addition, applications such as industrial control, semiconductor equipment, medical equipment, and optical communications have also become important directions for the continued upgrading of the connector industry in recent years. Such applications generally impose higher requirements on product durability, signal stability, structural precision, and certification standards, making these markets less susceptible to low-price competition and placing greater emphasis on customized design, testing and verification capabilities, and long-term supply stability. The focus of industry competition has gradually shifted from price competition for standard products toward comprehensive capabilities, including high-speed design capability, signal integrity analysis capability, mold and process precision, automated mass production capability, and reliability verification capability.
Overall, the future development trends of the electronic connector (cable assembly) industry may be summarized as follows:
(1) Demand is gradually shifting from traditional consumer electronics toward high value-added applications such as servers, data centers, AI, automotive, industrial control, and medical equipment.
(2) Product technologies continue to evolve toward high-frequency, high-speed, high-density, miniaturized, high-power, and high-reliability solutions.
(3) Market competition is shifting from purely cost-oriented competition toward competition based on technological integration, customized development, and verification capabilities.
(4) Server application connectors and high-speed connectors are expected to become the most representative and highest-growth product segments at the current stage.
From the perspective of overall industry development, companies possessing high-speed transmission design capability, vertical integration capability, automation capability, and strategic positioning in high-end applications will have greater opportunities to secure advantageous competitive positions amid the ongoing upgrade of industry structures.
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- Connection between upstream, midstream and downstream industries


3. Various developing trends of products
(1) Continuous Upgrading of Server Application Connector Specifications
With the development of data centers, high-performance computing, and AI systems, server platforms continue to evolve. Related connector products have gradually progressed from traditional general-purpose specifications toward designs featuring higher pin counts, higher density, improved thermal dissipation structures, and greater mechanical strength.
(2) Increasing Demand for High-Speed Connectors and High-Speed Cable Assemblies
In response to the data throughput requirements of AI computing, data centers, and high-speed networking applications, connector products continue to evolve toward high-frequency and high-speed transmission, low loss, low latency, and high signal integrity.
(3) High-Density and Miniaturized Design
As terminal devices continue to pursue lightweight, thin, and compact designs, while servers and high-performance equipment seek higher I/O density, product designs continue to advance toward fine pitch, low-profile structures, high-density configurations, and higher integration levels in order to improve space utilization and system integration efficiency.
(4) High Reliability and High Power Carrying Capability
As applications in automotive, industrial control, medical, and server sectors continue to increase, market requirements for heat resistance, insertion durability, vibration resistance, anti-interference capability, and long-term stability are also rising. In particular, high-voltage, high-current, and high-reliability products have become key development directions in automotive electronics, charging infrastructure, energy storage equipment, and industrial equipment applications.
(5) Increasing Demand for Customization and Integrated Services
As system architectures become increasingly complex, customers in high-end applications no longer focus solely on the supply of individual components, but place greater emphasis on suppliers' capabilities in joint early-stage development, testing and verification, process integration, and customized services. In the future, connector manufacturers will not only need to provide high-performance products, but also enhance their comprehensive solution and supporting service capabilities to meet customer requirements for development efficiency, quality stability, and supply chain collaboration.
- Competition of the products
Looking at changes in the connector industry landscape over the past two decades, the global market has gradually expanded from early applications focused primarily on personal computers, consumer electronics, and communication equipment toward diversified sectors such as servers and data centers, automotive electronics, industrial equipment, medical equipment, and energy infrastructure. At the same time, the industry structure has gradually shifted from fragmented competition toward dominance by large international manufacturers, accompanied by continuous mergers and acquisitions.
Competition in electronic connector (cable assembly) products has gradually shifted from a focus on cost and production scale toward core competencies such as high-speed design capability, signal integrity analysis capability, process integration capability, automation capability, and verification capability. Price competition remains relatively intense for general standardized products, whereas server application connectors, high-speed connectors, automotive connectors, and high-specification products for industrial control
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and medical applications involve high-speed transmission, high reliability, certification and verification requirements, and joint customer development, resulting in relatively higher entry barriers.
(3) Overview of technologies and R&D
- Technical levels of business operations
There is a wide variety of connector products, and the primary direction of technological development has evolved from traditional fine pitch and low profile designs toward applications featuring high-speed transmission, high density, high power, and high reliability. As data transmission speeds continue to increase, products must not only maintain mechanical precision, but also address issues such as crosstalk, signal attenuation, impedance control, electromagnetic interference, and thermal dissipation. Accordingly, requirements for signal integrity, material selection, mold precision, and process stability have all increased significantly, while high-frequency technology has also become one of the Company's key development focuses.
- R&D Overview
The Company continues to invest in the research and development of server application connectors, high-speed connectors, and high-speed transmission-related products, while strengthening capabilities in design, manufacturing processes, quality management, and testing in order to meet the demands of markets such as servers, high-speed transmission, automotive, industrial control, and medical applications. The Company's R&D focus has become increasingly concentrated on server platform upgrades and high-speed transmission-related fields.
- Research and development expenses for recent years and as of the publication date of the annual report :
Unit: NT$ thousands
| 2024 | 2025 | |
|---|---|---|
| R&D Expenses | 2,730,694 | 3,503,012 |
- Technologies or Products Successfully Developed During the Most Recent Fiscal Year and Up to the Publication Date of the Annual Report:
| R&D Results | |
|---|---|
| 1 | SP7 SRM, BP&CF |
| 2 | SO CAMM 694pin |
| 3 | SOCKET SKT 6120 + ILM+BP |
| 4 | Intel 2 lever V2 ILM+BP |
(4) Long- and short-term business development plans
- Short-term business development plans
(1) Marketing Strategy: Continue to deepen relationships with existing application customers, stay closely aligned with market-leading manufacturers, and provide customers with diversified product services.
(2) Production Strategy: Continue to promote process optimization and the introduction of automation equipment to improve yield rates, delivery stability, and production
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flexibility, while strengthening measurement and verification capabilities to meet the quality requirements of high-end products.
(3) Development Strategy: Focus on product directions including high-frequency and high-speed transmission, platform upgrades, high-density design, high reliability, and customized development, while strengthening joint development capabilities with customers.
(4) Financial Planning: Maintain a sound financial structure and properly control fluctuations in raw material prices and capital expenditures in order to support R&D, capacity expansion, and automation upgrade requirements.
- Long-term business development plans
(1) Marketing Strategy: Continue expanding presence in high value-added markets such as servers, high-speed transmission, automotive, industrial control, and medical applications, while deepening long-term cooperative relationships with international customers.
(2) Production Strategy: Strengthen global manufacturing and supply chain collaboration capabilities, continuously enhance vertical integration and automation levels, and establish stronger delivery capabilities and quality stability.
(3) Development Strategy: Develop toward high-speed, high-density, high-power, high-reliability, and integrated interconnect solutions, while continuously investing in the development of server application connectors and high-speed connector-related products.
(4) Financial Planning: Support medium- and long-term R&D, production capacity, and global deployment with a sound capital structure, while balancing growth investments and risk management.
(ii) Overview of market, production and sales
(1) Market analysis
- Sales Region
Unit: NT$ thousands
| Year
Area | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | Amount | % | Amount | % |
| Domestic | 3,439,238 | 11.43 | 3,563,248 | 10.55 |
| Export | 21,580,835 | 88.57 | 30,220,163 | 89.45 |
| Total | 30,088,992 | 100.00 | 33,783,411 | 100.00 |
- Market share
According to statistics published by Bishop & Associates, the Company ranked fourth globally among computer and peripheral connector manufacturers and eighteenth globally across all industry categories. The Company is also one of the world's top three suppliers of CPU sockets. Overall, the Company has established a certain market share foundation in the high-end server and PC-related interconnection market, and its market position is expected to continue improving with the expansion of server, high-speed transmission, and other high value-added applications.
- Market supply and demand situation and growth in the future
At present, the products demonstrating relatively stronger growth momentum are concentrated in server- and data center-related applications. According to the market handbook summary published by Bishop & Associates in 2026, global connector sales grew by 5.6% in 2024, while double-digit growth was recorded in 2025, indicating that demand from high-end applications continues to strengthen its driving effect on the overall market. Based on observations of industry technology trends, as demand for AI inference increases, data centers continue to upgrade, and next-generation high-frequency and high-speed interfaces are introduced, demand for server application connectors and high-speed connectors is expected to continue increasing and become the primary growth driver for the high-end connector market.
- Competitive niche
(1) Technical capabilities for quick tooling development
Connectors are assemblies of injection molded plastics and terminals. The processing technology for plastic materials is closely related to whether fine-pitch, high-density, and high-temperature-resistant semi-finished products can be produced. For the processing of terminals, in addition to considering the contact resistance and high pullout resistance of the metal materials, they must be bent to suitable angles according to customers' requirements. To ensure that connectors meet required design specifications and maintain quality stability, the required technical capabilities derive from the design and development of molds and fixtures. The Company has years of experience in tooling development, terminal stamping and plastic injection molding, which enables the Company to quickly develop and design various molds and fixtures for production. Therefore, despite the rapid market changes and the diverse, small-volume customer needs, the Company's new product development capabilities allow it to respond promptly to market changes.
(2) Possession of various and numerous patents
The development of new products and technological advancement is very important to electronic connector manufacturers, particularly in securing patents to protect the Company's intellectual property rights. The Company, focusing on product research and development, has an excellent research and development team. For technologies developed internally or in cooperation with customers, the Company applies for patents for these technologies to protect the competitiveness of the Company's products and to prevent imitation by industry peers. The Company currently possesses over one thousand patents across Taiwan, China, the United States and other regions, and the number of patents is steadily increasing year by year.
(3) Possessing a solid source of customers that is beneficial to other new product sales
The quality of the connector products has a decisive influence on the signal transmission between electronic devices, and customers therefore impose considerable quality requirements and standards on suppliers. The Company's customer base includes international manufacturers of electronic products for information and communications, making the Company's products more international, which has become one of the bases for establishing the Company's industry position. Currently, the Company will not only continue to cooperate with existing customers, but also seek to establish a more diversified customer base from application product manufacturers in order to create more stable sources of operating income, to enhance the international and cross-industry characteristics of its products, and to strengthen future market expansion.
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(4) Possession of a complete production line, vertically integrating plastic molding, stamping, die and mechanical components.
The Company has a fully integrated production system covering R&D product design, stamping mold design, plastic mold design, injection molding, stamping of terminals and other metal structures, electroplating, assembly jig development, and finished product processing, and uses precision laboratory equipment to test and ensure product quality stability. In response to trends toward faster product innovation and product differentiation, the Company's R&D is currently directed toward the development of precision connectors with fine pitch, low height, low contact resistance, high insertion-force resistance, high insertion-cycle durability, environmental resistance and high frequency stability. Therefore, in addition to grasping opportunities to meet market demand for lighter, thinner, shorter, and more compact products, the Company can expand the application market for its connector products and provide downstream customers with complete product-line services.
(5) The Company focuses on self-capacity expansion and development of new products
The Company has a strong R&D team, which can provide support between the head office and subsidiaries according to project needs. It therefore has rapid product development capabilities that allow products to be completed from design to prototype within three months, while also possessing the R&D capability to design multiple new products at once. The Company also invests in precision experimental equipment to ensure the functional stability of the products. In terms of production capacity, the Company is structured as a one-stop production system; all steps can be completed within the Company, from design, development, manufacturing to shipment and other operations. Based on the "Copy Exactly" model, the Company can also meet the customers' needs of rapid production capacity expansion.
- Positive and negative factors for future development
(1) Positive factors
a. In terms of industry development trends, AI, data centers, and server platform upgrades continue to drive demand for server application connectors and high-speed interconnect solutions. The continued development of electric vehicles, charging infrastructure, and energy storage equipment is also favorable to the growth in demand for high-voltage, high-current, and high-reliability connectors and cable assembly products.
b. In terms of operating strategy, in response to cost competition pressures and based on considerations of reducing labor and material costs, the Company has implemented division of labor among its domestic and overseas plants to effectively utilize organizational resources, reduce production costs, and maximize operational efficiency.
c. In terms of product competitiveness, the Company has complete production lines. The connector products currently produced are applied in multiple electronic industries including information and communication, and the quality of products is recognized by major manufacturers of downstream application products.
(2) Negative factors
a. As the information industry develops rapidly and related electronic products change quickly, products must be continuously innovated to satisfy customers' demand for diversified products, resulting in short product life cycles. If a company fails to launch new products in a timely manner, it will not be able to grasp market
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opportunities, which may result in loss of market competitiveness.
b. Global information and communication system manufacturers are becoming larger. The Company's capital is relatively low compared with major international manufacturers, making it difficult to carry out large-scale new product development projects.
c. Labor costs in both domestic and overseas markets remain persistently high, increasing the Company's operating costs.
d. Fluctuations in raw material prices may affect short-term gross margin performance.
(3) Response to such factors
a. The Company will continue to develop and improve existing products, maintain good partnerships with major international manufacturers, enhance market sensitivity, fully grasp product trends, follow the growing trend of information and communication products, and research and develop related niche products.
b. The Company will strengthen strategic partnerships with international manufacturers to develop new products, enhance product quality, maintain customer satisfaction, and stabilize market competitiveness. Through its public listing, the Company may raise long-term funds in the capital market, reduce capital costs, and invest in production equipment to expand production capacity and increase R&D funding, and expand operating scale, thereby enhancing the competitiveness of the Company's products.
c. Through the establishment of overseas production bases, the Company may engage in manufacturing connector-related products, thereby reducing production costs and reduce the impact of rising domestic wages.
d. In terms of design, the Company focuses on product specialization and seeks competitive advantages through material and labor savings.
(2) Usage and manufacturing processes for the main products
- Main usage
Main products are electronic connectors, providing current and signal transmission for various electronic products.
- Manufacturing process

- Supply Status of the Major Raw Materials
The Company's principal production materials are copper, plastic pellets, and steel; accordingly, suppliers with the highest procurement amounts are suppliers of these materials. These suppliers have been long-term partners with stable supply sources. As raw material quality, pricing, and cooperation conditions may affect supplier selection, there is no material shortage concentration risk arising from purchases from a limited number of suppliers.
- A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each
(1) Customers accounting for 10% or more of the Company's total sales in the last two years
Unit: NT$ thousands
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage of net sales for the year (%) | Relation With Issuer | Name | Amount | Percentage of net sales for the year (%) | Relation With Issuer | |
| 1 | Company A | 2,162,661 | 7.19% | None | Company B | 2,806,561 | 8.31% | None |
| 2 | Company B | 2,115,683 | 7.03% | None | Company D | 2,385,598 | 7.06% | None |
| 3 | Company C | 1,927,602 | 6.41% | None | Company C | 2,141,786 | 6.34% | None |
| Others | 23,883,046 | 79.37% | Others | 26,449,466 | 78.29% | |||
| Total | 30,088,992 | 100.00% | Total | 33,783,411 | 100.00% |
(2) Suppliers accounting for 10% or more of the Company's total purchases in the last two years
Unit: NT$ thousands
| Item | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage of net purchases for the year (%) | Relation With Issuer | Name | Amount | Percentage of net purchases for the year (%) | Relation With Issuer | |
| 1 | Company A | 330,946 | 4.15% | None | Company A | 359,687 | 3.96% | None |
| 2 | Company B | 307,425 | 3.86% | None | Company B | 355,968 | 3.92% | None |
| 3 | Company C | 214,711 | 2.70% | None | Company C | 239,296 | 2.63% | None |
| Others | 7,113,583 | 89.29% | Others | 8,133,549 | 89.49% | |||
| Total | 7,966,666 | 100.00% | Total | 9,088,500 | 100.00% |
(iii) Information on Employees for the Most Recent Two Fiscal Years and Up to the Publication Date of the Annual Report
March 31, 2026
| Year | 2024 | 2025 | As of March 31, 2026 | |
|---|---|---|---|---|
| Employee Number | Management | 126 | 123 | 120 |
| General Employee | 4,764 | 5,166 | 5,300 | |
| Operators | 8,400 | 10,210 | 10,342 | |
| Total | 13,290 | 15,499 | 15,762 | |
| Average Age | 33.21 | 33.42 | 33.40 | |
| Average Seniority | 4.40 | 4.32 | 4.41 | |
| Education | PhD | 0.08% | 0.08% | 0.07% |
| Master | 1.15% | 1.29% | 1.30% | |
| Bachelor | 27.28% | 29.42% | 29.36% | |
| High School | 15.91% | 16.25% | 16.18% | |
| Below | 55.58% | 52.96% | 53.09% |
(iv) Environmental Protection Expenditures
In the most recent year and as of the date of publication of the annual report, the Company's total amount of losses and penalties due to environmental pollution, and countermeasures for the future and possible expenses: None.
(v) Labor relations
(1) Employee welfare measures, education and training, retirement system and implementation, labor-management agreements, and protection of employee rights.
- Employee welfare measures
(1) Establish an employee welfare committee in accordance with the law and implementing all employee welfare measures such as subsidy allowance for wedding, funeral, birth, injury and gifts for labor day, Dragon Boat Festival, Mid-Autumn Festival, etc.
(2) Insured with labor insurance and national health insurance in accordance with the law to protect employees.
- Education and training
In order to increase employee quality and working skills, reinforce the working efficiency and quality, the Company implements pre-employment guidance and training for new employees when they arrive, conduct irregular internal education and training for all employees, and select employees for external education and training programs according to their various expertise, with expectation to cultivate outstanding professionals, and then to further increase operational performances and effectively develop and utilize human resources.
- Retirement system and implementation
The Company has established employee retirement measures in accordance with the "Labor Standards Act". According to the retirement measures, the pension is calculated based on the employees' years of service and the average salary of the six months before
retirement. In accordance with regulations, the Company set aside a monthly labor retirement reserve and has it managed by the Supervisory Committee of Business Entities' Labor Retirement Reserve, and deposits it into the Central Trust of China in the name of the committee. Since the implementation of "Labor Pension Act" on July 1st, 2005, the Company also set aside a 6% pension for employees applied to the Act.
- Labor-management agreement and protection of employee rights
The Company has always upheld the concept of labor-management harmony. All operations are conducted in accordance with the regulations of the "Labor Standards Act" with regular labor-management meetings held. Therefore, the internal communication channels are open and no labor disputes have occurred to date.
(2) In the most recent year and as of the date of publication of the annual report, the Company's losses due to labor disputes, and disclosure of current and possible future estimated amounts and measures: None.
(vi) Information Security Management
(1) Describe the risk management framework for IT and communications security, IT and communications security policies, specific management plans and resources devoted to IT and communications security management.
- Risk management framework for IT security
The Company has implemented and obtained certification for the ISO/IEC 27001 Information Security Management System (ISMS), thereby establishing a comprehensive information security governance framework. The information security function is managed by the IT departments of each plant. The headquarters has appointed one information security supervisor and two information security personnel, while other plants collectively employ 14 dedicated information security personnel. Information security meetings are held regularly to discuss information security risk assessments, network security, and hardware/software evaluation matters. Controls are implemented over server rooms, operational computers, mobile devices, access control systems, network controls, and personnel access permissions, and system data is backed up off-site on a daily basis. Measures are also implemented for encryption of confidential information transmission, real-time antivirus software updates, vulnerability scanning, capacity testing, periodic reviews of system and network access permissions, and regular information security audits.
Furthermore, the Company has an auditor to oversee the supervision of IT security, who is responsible for auditing and supervising the implementation of internal IT security. If deficiencies are found, the audited unit is immediately requested to propose relevant improvement plans and specific actions, and the effectiveness of the improvements is regularly tracked to reduce internal IT security risks.
Overall information security management operates under the PDCA (Plan-Do-Check-Act) cycle, ensuring the effectiveness and continuous improvement of the information security management system through continuous monitoring, internal and external audits, and management review mechanisms.
- IT Security Policy
The Company has established information security policies and management systems in accordance with the ISO 27001 standard. Through a risk-oriented management approach, the Company promotes information security governance and internal control covering the following areas:
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(1) Information Security Technology: Implementation of a multi-layered Defense in Depth mechanism to strengthen overall information environment protection capabilities.
(2) Policies and Procedures: Establishment of information security policies, management procedures, and operating standards to ensure that all information operations comply with regulatory requirements.
(3) Employee Awareness: Regular implementation of information security education and training programs and social engineering exercises to enhance overall employee information security awareness.
(4) Data Backup Management: Implementation of the 3-2-1 backup principle to ensure data integrity and recoverability.
- Specific Management Solutions
(1) Information Security Technical Measures: Deployment of information security equipment such as firewalls, intrusion prevention systems, endpoint protection systems, and email security mechanisms, as well as regular vulnerability scanning and patch management operations to reduce external attack risks.
(2) Policies and Control Measures: Implementation of account access management, password policies, system updates, and malware protection measures in accordance with ISMS requirements to ensure information system security.
(3) Personnel Training and Awareness Enhancement: Regular and ad hoc information security education and training programs, social engineering exercises, and awareness campaigns are conducted, while reporting and reward/disciplinary mechanisms are established to strengthen employee risk awareness.
(4) Data Backup and Business Continuity: Implementation of data backup and off-site backup mechanisms, along with regular backup restoration testing and disaster recovery drills, to ensure business continuity capabilities.
- Investing resources in Information Security Management
To ensure the effective implementation of information security policies, the Company continues to invest relevant resources as follows:
(1) Hardware Equipment: Firewalls, email security equipment, spam filtering systems, internet behavior management systems, and network switching equipment.
(2) Software Systems: Endpoint protection systems, backup management systems, VPN secure connection and encryption mechanisms, and related systems.
(3) Information Security Personnel: Responsible for information security architecture design, information security operation and monitoring, information security incident response and investigation, and review and revision of information security policies. The information security supervisor reports to the Board of Directors at least once annually.
(4) NT$3.43 million was invested in the procurement and maintenance of information security hardware, and NT$3.02 million was invested in the procurement and maintenance of information security software.
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(5) The Company planned information security training programs and conducted 12 general information security training sessions in 2025, with a total participation of 22,132 attendees and an average training duration of 0.8 hours per participant.
(6) The Guangzhou Plant, which serves as one of the Company's primary R&D and manufacturing sites, has obtained ISO 27001 certification. The current certificate is valid from January 9, 2024 to January 8, 2027. Through the implementation of the ISO 27001 Information Security Management System, the Company has strengthened its response capabilities for information security incidents and enhanced protection of Company and customer assets.
(2) To set out the losses suffered, the possible impact and the measures taken in response to major information and communications security incidents in the most recent year and up to the date of printing of the annual report, and to state the facts that cannot be reasonably estimated if they cannot be reasonably estimated:
The Company has not suffered any loss as a result of an information and communications security incident up to the date of publication of the annual report.
(vii) Important contracts
| Nature | Contracting Parties | Contract start/end date | Major Content | Restrictive Clauses |
|---|---|---|---|---|
| Borrowing Agreement | E.SUN Commercial Bank Ltd. | 2025/08/21~2026/08/21 | Credit line | None |
| Borrowing Agreement | Bank Sinopac Co., Ltd. | 2025/06/19~2026/06/30 | Credit line | None |
| Borrowing Agreement | CTBC Bank Co., Ltd. | 2025/08/31~2026/08/31 | Credit line | None |
| Borrowing Agreement | Hua Nan Commercial Bank Ltd. | 2025/04/11~2026/04/11 | Credit line | None |
| Borrowing Agreement | Taipei Fubon Commercial Bank Co., Ltd. | 2025/07/30~2026/07/30 | Credit line | None |
V. Review and Analysis of Financial Condition, Financial Performance, and Risk Management Matters
(i) Financial position
Unit: NT$ thousand
| Year
Item | 2024 | 2025 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | % |
| Current assets | 35,761,737 | 33,234,169 | -2,527,568 | -7.07% |
| Property, plant and equipment | 10,990,051 | 13,429,301 | 2,439,250 | 22.20% |
| Intangible assets | 217,364 | 302,176 | 84,812 | 39.02% |
| Other assets | 611,214 | 591,050 | -20,164 | -3.30% |
| Total assets | 50,211,049 | 50,433,251 | 222,202 | 0.44% |
| Current liabilities | 11,181,974 | 9,004,924 | -2,177,050 | -19.47% |
| Non-current liabilities | 1,069,203 | 1,013,492 | -55,711 | -5.21% |
| Total liabilities | 12,251,177 | 10,018,416 | -2,232,761 | -18.22% |
| Share capital | 1,125,347 | 1,125,347 | - | 0.00% |
| Capital reserves | 9,830,950 | 9,863,444 | 32,494 | 0.33% |
| Retained earnings | 24,935,301 | 28,127,001 | 3,191,700 | 12.80% |
| Other equity | 78,419 | 4,202 | -74,217 | -94.64% |
| Treasury stock | - | -676,152 | -676,152 | |
| Equity to the parent company | 35,970,017 | 38,443,842 | 2,473,825 | 6.88% |
| Non-control equity | 1,989,855 | 1,970,993 | -18,862 | -0.95% |
| Total of equity | 37,959,872 | 40,414,835 | 2,454,963 | 6.47% |
| Main causes and effects of changes of more than 20% and amounting to NT$10 million:
1. Property, Plant and Equipment: Increase in property, plant and equipment to meet the needs arising from expansion of operating scale.
2. Intangible Assets: Increase in purchases of computer software to meet the needs arising from expansion of operating scale.
3. Treasury Stock: Treasury shares were repurchased in batches for transfer to employees in order to motivate employees and retain outstanding talent.
4. Other Equity: Primarily attributable to changes in cumulative translation adjustments arising from exchange rate fluctuations related to the translation of financial statements of foreign operating entities. | | | | |
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(ii) Financial Performance
(1) Main Reasons for Significant Changes in Operating Revenue, Operating Income, and Income Before Tax Over the Most Recent Two Fiscal Years
(Unit: NT$ thousand, except earnings per share expressed in NT$)
| (2) E Item x | Year | 2024 | 2025 | Difference | |
|---|---|---|---|---|---|
| Amount | % | ||||
| Net operating revenue | 30,088,992 | 33,783,411 | 3,694,419 | 12.28% | |
| Operating cost | 14,319,522 | 16,449,732 | 2,130,210 | 14.88% | |
| Gross profit | 15,769,470 | 17,333,679 | 1,564,209 | 9.92% | |
| Operating expense | 5,524,850 | 6,989,270 | 1,464,420 | 26.51% | |
| Operating profit | 10,244,620 | 10,344,409 | 99,789 | 0.97% | |
| Non-operating income/expenses | 1,624,205 | -153,500 | -1,777,705 | -109.45% | |
| Profit Before Tax for continuing operations | 11,868,825 | 10,190,909 | -1,677,916 | -14.14% | |
| Income tax (expense) benefit | -2,487,788 | -2,243,827 | 243,961 | -9.81% | |
| Net profit for the period | 9,381,037 | 7,947,082 | -1,433,955 | -15.29% | |
| Other comprehensive income | 889,827 | -78,523 | -968,350 | -108.82% | |
| Total comprehensive income | 10,270,864 | 7,868,559 | -2,402,305 | -23.39% | |
| Net income attributed to owners of the parent company | 9,276,952 | 7,865,999 | -1,410,953 | -15.21% | |
| Net income attributed to non-controlling interest | 104,085 | 81,083 | -23,002 | -22.10% | |
| EPS u | 82.77 | 70.17 | -12.60 | -15.22% | |
| Main causes and effects of changes of more than 20% and amounting to NT$10 million: | |||||
| 1. Operating Expenses: Primarily attributable to expansion of operating scale in line with the Company's revenue growth. | |||||
| 2. Non-operating Income and Expenses: Primarily affected by exchange rate fluctuations, resulting in an increase in net foreign exchange losses in 2025. | |||||
| 3. Other Comprehensive Income for the Current Period: Primarily attributable to changes in cumulative translation adjustments arising from exchange rate fluctuations related to the translation of financial statements of foreign operating entities. | |||||
| 4. Net Income Attributable to Non-controlling Interests: Primarily attributable to a decrease in profits recognized by companies with non-controlling interests compared with the previous period. |
Basis, Possible Impact on the Company's Future Financial and Business Operations, and Response Measures:
The Company estimates sales volume based on factors such as customer demand, order visibility, product development progress, and overall market conditions. As new product development and application expansion continue to progress, these efforts are expected to contribute positively to the Company's future revenue and profitability performance, thereby benefiting its financial and business development. However, actual sales performance will still depend on changes in market demand, customer adoption progress, and the overall industry environment. The Company will continue to strengthen its R&D capabilities, improve manufacturing efficiency, optimize its product portfolio, and appropriately adjust capacity allocation in order to mitigate the impact of changes in the external environment on operations.
(iii) Cash flow
(1) Analysis of changes in cash flow for the most recent years
| Item | Year | 2024 | 2025 | Increase (decrease) proportion % |
|---|---|---|---|---|
| Cash Flow Ratios | 89.94 | 94.7 | 5.29% | |
| Cash Flow fair value ratios | 118.02 | 107.98 | -8.51% | |
| Cash reinvestment ratio | 15.43 | 7.62 | -50.62% |
-
Cash Flow Ratio (%):
The increase in the cash flow ratio in 2025 was primarily attributable to operational growth and repayment of bank borrowings during 2025. -
Cash Flow Adequacy Ratio (%):
The decline in the cash flow adequacy ratio in 2025 was primarily attributable to increases in capital expenditures and dividend distributions over the most recent five years. -
Cash Reinvestment Ratio (%):
The decline in the cash reinvestment ratio in 2025 was primarily attributable to a significant decrease in cash inflows from operating activities in 2025 compared with 2024, as well as an increase in the proportion of capital expenditures invested in property, plant and equipment compared with 2024.
(2) Liquidity improvement plan:
Not applicable.
(3) Analysis of changes in cash flows in the coming year
The Company's operating scale and profitability have grown steadily and is expected to maintain a steady net cash inflow from operating activities in the coming year. The Company will adjust its production and sales operations in response to the global economic situation, and take into account the future trend of product development to replace old equipment with new equipment, and expects that capital expenditures and working capital requirements will be met by its own funds; if there is still a need for funds, the Company will take into account market conditions and the cost of raising funds to effectively cover the need by borrowing from existing banks and raising funds through equity issuance.
(iv) Impact of major capital expenditures in the most recent year on financial position and business operations
None.
(v) Reinvestment policy for the most recent year, main reasons for profit or loss, improvement plans, and investment plans for the coming year
In 2025, the Company recognized a loss of NT$42,195 thousand from investments accounted for using the equity method on a consolidated basis, primarily because the investee company remains in the research and development stage.
(vi) Analysis and Assessment of Risk Management Matters
(1) Impact of Interest Rate, Exchange Rate, and Inflation Changes on the Company's Profitability, and Future Response Measures
- Interest Rate Changes
The Company maintains sufficient internal funds and a sound financial structure, while
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also maintaining good relationships with banks to stay informed of financial market developments at all times. The Company adopts a prudent and conservative approach in utilizing financial instruments to reduce risks arising from interest rate fluctuations.
- Exchange Rate Changes
The Company's primary collection currency is the U.S. dollar. In 2025, the depreciation of the U.S. dollar resulted in foreign exchange losses. The Company has dedicated personnel who continuously monitor international economic conditions and foreign exchange market developments, and prudently adopt natural hedging and necessary foreign exchange hedging measures based on foreign currency receipt and payment positions, funding requirements, and risk exposure conditions. These measures are implemented in conjunction with pricing strategies, procurement management, and overall fund allocation planning to mitigate the impact of exchange rate fluctuations on revenue and profitability.
- Inflation
At present, inflation has not had a material impact on the Company's profitability. In the future, in addition to closely monitoring market price fluctuations, the Company will maintain good relationships with suppliers and customers in order to appropriately adjust product selling prices and raw material inventory levels, with the aim of effectively mitigating the impact of inflation. At the same time, the Company will continue to monitor changes in the overall economic environment, assess their impact on operations, and adopt necessary measures in a timely manner.
(2) Policies on High-Risk and Highly Leveraged Investments, Loans to Others, Endorsements and Guarantees, and Derivative Transactions; Main Reasons for Profits or Losses Therefrom; and Future Response Measures
- The Company did not engage in any high-risk or highly leveraged investments during the most recent fiscal year.
- The counterparties for the Company's loans to others and endorsements and guarantees are all subsidiaries, and such activities are handled in accordance with the Company's "Operating Procedures for Loans to Others and Endorsements and Guarantees."
- The Company engages in derivative transactions primarily for the purpose of hedging risks arising from exchange rate fluctuations, interest rate fluctuations, and commodity price fluctuations related to operations, and such transactions are conducted in accordance with the Company's "Operating Procedures for Acquisition or Disposal of Assets."
(3) Future R&D Plans and Expected R&D Expenditures
In order to continuously provide customers with high-quality and high-precision products, the Company has long invested in the development of design, manufacturing processes, quality management, and testing capabilities, while continuing to advance toward technologies featuring fine pitch, high density, and high-speed transmission in order to meet the demand for high-frequency, high-speed, and high-reliability interconnect solutions in server/AI and high-performance computing applications.
In recent years, the Company's R&D focus has centered on high-speed transmission connectors and cable assemblies, QD-related products, and new interconnect solutions for AI server applications. Through joint development, certification, and mass production introduction mechanisms with international customers, the Company has accelerated the cycle from product design introduction to mass production ramp-up.
The Company expects to invest NT$3,614,346 thousand in R&D expenditures in 2026.
(4) Effect of significant domestic and international policy and legal changes on the Company's
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financial operations and response measures
The Company is always aware of important policy and legal changes in domestic and foreign countries, and takes the initiative to take appropriate measures in a timely manner. In recent years, the Company has not been subject to significant policy and legal changes both domestically and internationally that have materially affected its financial operations.
(5) Effect of technological and industrial changes on the Company's financial operations and response measures
The Company has always been committed to technology research and development to improve yield and continues to innovate high value-added connector products, therefore, technology changes have a positive effect on the Company's financial business and the Company will continue to maintain its leading position in R&D and technology.
(6) Effect of corporate image changes on corporate risk management and response measures
The Company adheres to the business philosophy of "teamwork, enthusiasm, efficiency, innovation" and has a good corporate image, and became a listed company in 2007 which is expected to attract more outstanding talents to enter the company's service, strengthen the strength of the operating team, and then return the operating results to the shareholders and fulfill the corporate social responsibility. So far, no incidents that damage the corporate image have occurred.
(7) Expected benefits and possible risks of mergers and acquisitions: None.
(8) Expected benefits and possible risks of plant expansion: None.
(9) Risk of concentration of imports or sales: None.
(10) Effects or risks on the issue that large numbers of shares are transferred or replaced by directors, supervisors or major shareholders holding more than 10% of company shares: None.
(11) The effects and risks of changes in management on the Company: None.
(12) In the event of litigation or non-litigation, the Company and its Directors, Supervisors, Presidents, substantially responsible persons, majority shareholders holding more than 10% of the shares and affiliated companies shall disclose the material litigation, non-litigation or administrative dispute that has been adjudicated or is still pending, the outcome of which may have a material impact on shareholders' interests or the price of securities, the facts in dispute, the amount of the subject matter, the date of commencement of the litigation, the principal parties involved and the disposition of the matter as of the date of publication of this annual report: None.
(13) Other significant risks: None.
(vii) Other important matters
None.
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VI. Special Notes
(i) Related information of affiliates
Please refer to the Market Observation Post System.
MOPS > Company > Electronic Document Download > Affiliated Enterprises Statements and Reports Section
(https://mopsov.twse.com.tw/mops/web/t57sb01_q10)
(ii) Private placement of securities in the most recent year and as of the publication date of the annual report
None.
(iii) Other matters requiring supplementary explanation
None.
VII. For the most recent year and as of the date of the annual report, if any event occurred that had a significant impact on shareholders' equity or the price of securities as defined in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act
None.
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Lotes Co., Ltd.
Chairman: Chu, Te-Hsiang
President: Ho, Te-Yu