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LUNG MING — Annual Report 2024
Aug 15, 2025
52252_rns_2025-08-15_2a658e7a-c1e5-4e61-bc39-b3f8b6e85973.pdf
Annual Report
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Front Cover, Back Cover, and Table of Contents Stock ticker: 3018
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LUNG MING
GREEN ENERGY TECHNOLOGY ENGINEERING CO., LTD.
Lung Ming Green Energy Technology Engineering Co., Ltd.
(Originally named: Tung Kai Technology Engineering Co., Ltd.)
2024 Annual Report
Published on May 22, 2025
Convention date of 2025 Regular Shareholders’ Meeting: June 23, 2025 Website for the electronic version of the Annual Report: http://mops.twse.com.tw http: // www.lmgte.com.tw
Name, title, phone number, and email of the Company’s spokesman and acting spokesman
Spokesman :Lin, Hsin-Yi Title : Assistant V.P. Tel : (02)8501-5778 Email: : [email protected] Acting :Chang, ChiTitle : Manager Tel : (02)8501-5778 spokesman Ting Email: : [email protected]
Address of the Company's Head Office, Branch and Plant, and Tel. Nos.
Address of the Company's Head Office : 3F., No. 602, Mingshui Rd., Zhongshan Dist., Taipei City Tel : (02)8501-5778 Address of the Company's Plant : No. 288, Huanke Rd., Guanyin Dist., Taoyuan City Tel : (03)473-4670
Name, address, website, and phone number of the stock transfer agency
Name : President Securities Corp. Address : B1., No. 8, Dongxing Rd., Songshan Dist., Taipei City Tel : (02)2747-8266 Website : www.pscnet.com.tw
Name of CPA for the most recent year’s financial reports, and name, address, website, and phone number of CPA firm
Name of auditors : CPA Chang, Chin-Te and CPA Lee, Yu-Chih Name of CPA firm : Crown & Co., CPAs Address : 11 F., No. 7, Hengyang Rd., Zhongzheng Dist., Taipei City Tel : (02)2361-7033 Website : www.crowncpa.com.tw
Information on securities traded offshore
None
Company website
www.lmgte.com.tw
Contents
| Contents | Contents | |
|---|---|---|
| ONE. | LETTER TO SHAREHOLDERS .......................................................................... 3 | |
| TWO. | CORPORATE GOVERNANCE REPORT ......................................................... 6 | |
| I. | ORGANIZATIONAL STRUCTURE...................................................................... 6 | |
| II. | BACKGROUND INFORMATION OFDIRECTORS, SUPERVISORS, PRESIDENT, VICE | |
| PRESIDENTS, ASSISTANTVICEPRESIDENTS,AND THE HEADS OF VARIOUS | ||
| DEPARTMENTS AND BRANCHES...................................................................... 9 | ||
| III. | REMUNERATION PAID TO DIRECTORS,SUPERVISORS,GENERAL MANAGERS, | |
| AND ASSISTANT GENERAL MANAGERS......................................................... 20 | ||
| IV. | CORPORATE GOVERNANCE.......................................................................... 23 | |
| V. | DISCLOSURE OF AUDITORS'REMUNERATION............................................... 40 | |
| VI. | CHANGE OFCPA ......................................................................................... 40 | |
| VII. | THE COMPANY’S CHAIRMAN,PRESIDENT,AND FINANCE OR ACCOUNTING | |
| MANAGER HAS WORKED IN THECPA FIRM CONTRACTED FOR AUDITING | ||
| SERVICE OR ITS AFFILIATED COMPANIES WITHIN THE YEAR.......................... 41 | ||
| VIII. | DETAILS OF SHAREHOLDINGS TRANSFERS AND SHARE COLLATERALIZATION | |
| WITHIN THE LATEST YEAR,UP TILL THE PUBLICATION DATE OF THIS ANNUAL | ||
| REPORT,INITIATED BY DIRECTORS,SUPERVISORS,MANAGERS AND | ||
| SHAREHOLDERS WITH MORE THAN10%OWNERSHIP INTEREST................... 41 | ||
| IX. | INFORMATION REGARDING THE INTERRELATIONSHIP AMONG THE TOP10 | |
| SHAREHOLDERS BASED ON THEIR SHAREHOLDING PERCENTAGE................. 42 | ||
| X. | INVESTMENTS JOINTLY HELD BY THECOMPANY,THECOMPANY’S DIRECTORS, | |
| SUPERVISORS,MANAGERS,AND ENTERPRISES DIRECTLY OR INDIRECTLY | ||
| CONTROLLED BY THECOMPANY;DISCLOSE SHAREHOLDING IN AGGREGATE OF | ||
| THE ABOVE PARTIES..................................................................................... 42 | ||
| THREE. | FUNDING STATUS .......................................................................................... 44 | |
| I. | CAPITAL AND OUTSTANDING SHARES................................................................ 44 | |
| II. | DISCLOSURE RELATING TO CORPORATE BONDS................................................ 48 | |
| III. | DISCLOSURE RELATING TO PREFERENCE SHARES............................................. 48 | |
| IV. | DISCLOSURE RELATING TO GLOBAL DEPOSITORY RECEIPTS............................ 48 | |
| V. | ISSUANCE OF EMPLOYEE STOCK OPTION AND RESTRICTED STOCK AWARDS:. 48 | |
| VI. | SHARES ISSUANCE FOR MERGING OR ACQUIRING THE EQUITY OF OTHER | |
| COMPANIES.......................................................................................................... 48 | ||
| VII. | PROGRESS ON PLANNED USE OF CAPITAL..................................................... 48 | |
| FOUR. | BUSINESS PERFORMANCE.......................................................................... 49 | |
| I. | INTRODUCTION TOCOMPANY............................................................................ 49 | |
| II. | OPERATIONS........................................................................................................ 51 | |
| III. | MARKET AND SALES OVERVIEW........................................................................ 55 | |
| IV. | EMPLOYEE INFORMATION................................................................................... 62 | |
| V. | EXPENSESREGARDINGENVIRONMENTALPROTECTION................................. 62 | |
| VI. | EMPLOYER AND EMPLOYEE RELATIONSHIPS.................................................... 62 | |
| VII. | INFORMATIONSECURITYMANAGEMENT......................................................... 63 | |
| VIII. | MAJOR CONTRACTS............................................................................................ 64 | |
| FIVE. | REVIEW AND ANALYSIS OF OVERVIEW OF FINANCE AND | |
| FINANCIAL PERFORMANCE, AND RISK MANAGEMENT ..................... 66 | ||
| I. | SUMMARIZED FINANCIAL INFORMATION FOR THE LAST5YEARS................... 66 | |
| II. | FINANCIAL ANALYSIS FOR THE PREVIOUS5YEARS.......................................... 70 | |
| III. | AUDITCOMMITTEE’S REPORT ON THE REVIEW OF THE LATEST FINANCIAL | |
| REPORT................................................................................................................. 73 | ||
| IV. | FINANCIAL REPORT AND INDEPENDENT AUDITORS'REPORT FOR THE MOST |
1
| RECENT YEAR....................................................................................................... 74 | ||
|---|---|---|
| V. | LATEST AUDITED INDIVIDUAL FINANCIAL STATEMENTS.................................. 74 | |
| VI. | IN THE LAST YEAR AND UP UNTIL THE PUBLICATION DATE,ANY FINANCIAL | |
| DIFFICULTIES MET BY THECOMPANY AND ITS AFFILIATES.............................. 74 | ||
| VII. | ANALYSIS OF FINANCIAL POSITION.................................................................... 74 | |
| VIII. | PERFORMANCE ANALYSIS................................................................................... 75 | |
| IX. | ANALYSIS OFCASHFLOW.................................................................................. 76 | |
| X. | MATERIAL CAPITAL EXPENDITURES IN THE MOST RECENT YEAR AND IMPACTS | |
| ON BUSINESS PERFORMANCE.............................................................................. 76 | ||
| XI. | CAUSES OF PROFITS OR LOSSES INCURRED ON INVESTMENTS IN THE MOST | |
| RECENT YEAR,AND ANY RECTIFICATION OR INVESTMENTS PLANNED FOR NEXT | ||
| YEAR..................................................................................................................... 76 | ||
| XII. | RISK EVALUATION............................................................................................... 78 | |
| XIII. | OTHER IMPORTANT MATTERS............................................................................. 85 | |
| SIX. | SPECIAL REMARKS ....................................................................................... 86 | |
| I. | AFFILIATED COMPANIES..................................................................................... 86 | |
| II. | PRIVATE PLACEMENT OF SECURITIES DURING THE LATEST YEAR UP TILL THE | |
| PUBLICATION DATE OF THIS ANNUAL REPORT................................................... 88 | ||
| III. | HOLDING OR DISPOSAL OF THE COMPANY'S SHARES BY SUBSIDIARIES IN THE | |
| LAST FINANCIAL YEAR,UP TILL THE PUBLICATION DATE OF THIS ANNUAL | ||
| REPORTNONE...................................................................................................... 88 | ||
| IV. | OTHER SUPPLEMENTARY INFORMATION............................................................ 88 | |
| SEVEN. | ANY SIGNIFICANT EVENTS MATERIALLY AFFECTING | |
| SHAREHOLDERS’ EQUITY OR THE PRICE OF SECURITIES AS | ||
| DEFINED IN SUBPARAGRAPH 2, PARAGRAPH 3 OF ARTICLE 36 OF | ||
| THE | SECURITIES AND EXCHANGE ACT IN THE MOST RECENT YEAR | |
| AND UP TO THE PUBLICATION DATE OF THE ANNUAL REPORT: ...... 89 |
2
One. Letter to Shareholders
Dear Shareholders, Ladies and gentlemen,
Looking back on 2024, the global economy continued to grow, while inflation rates kept declining. With the conclusion of the U.S. presidential election, the details and timeline for future changes in the U.S. economic and trade policies are expected to shape the global economic and trade landscape. Meanwhile, China has introduced several economic stimulus policies, though their effectiveness remains to be seen. Recently, the global manufacturing sector has remained sluggish, while the service sector has continued to expand. The global economy is expected to experience moderate growth. However, high levels of uncertainty in the economic and trade policies of both the U.S. and China may pose downside risks to economic growth. According to S&P Global Market Intelligence, the global economy growth rate for 2024 was projected at 2.71%, while the forecast for 2025 was revised downward to 2.51%. Lung Ming Green Energy Group’s mechatronics engineering projects, carried over from the previous period, entered their peak construction phases. These projects include large-scale wind power development, equipment replacement, and cleanroom facility expansion. The resulting increase in revenue compared to the previous year may help improve the company’s weak capital structure.
The main businesses of the Lung Ming Green Energy Group include three major categories: mechatronics engineering, construction projects, and others. Mechatronics engineering and construction projects are the main sources of income, taking up more than 99% of the total revenue. Apart from the mechatronics construction project for the Bade Minimum-Security Prison of Agency of Corrections, Ministry of Justice that will be completed this year, we also continue to develop major projects such as clean room design and expansion project for US-based tech firms, the renovation of the wharf for offshore wind farm, and the station mechanical and electrical engineering of the Taiwan Taoyuan International Airport Access MRT System. As of December 31, 2024, the Group reported consolidated revenue of NTD 851,422 thousand, a gross profit of NTD 71,413 thousand, a net loss after tax of NTD -93,363 thousand, and an EPS of NTD -1.46, reflecting a slight improvement in overall financial performance compared to last year. This is mainly due to the largescale public works in 2024 that influenced current assets and the adoption of the percentage of completion method, resulting in peaking revenue recognition, increased construction cost recognition, and reduced overheads.
Looking ahead to 2025, Lung Ming Green Energy’s management team will continuously start out from the business direction of "reinforce the core and expand businesses" to seize the business opportunities in the green energy and environmental protection technology market. Regarding the business strategy to “reinforce the core,” in the past 29 years of construction and mechatronics engineering businesses, we have spanned across different industries and types of works, winning orders from many customers in the high-tech industry, public works, wind power industry, etc. For the mechatronics business, we have already adopted the strategy to optimize the project structure of incoming mechatronics engineering projects. Besides the existing construction projects that are adequate and maintain a steady work in progress, we also target tender public works with over one hundred million in tender amount for assessment and subsequent bidding. At the same time, we will improve the overall management processes, raise the added value to constructions, and increase the profitability and achievements of the Group. Also, on the basis of existing businesses, we will adopt the “expand businesses” strategy to extend the scope of applications of environmental protection technologies to create a circular economy and the new growth momentum for Lung Ming Green Energy.
Lung Ming Green Energy Group, while continuing to undertake mechatronics and construction projects and complete the works on schedule to generate income, will not only maintain its focus on the core businesses to expand the revenue base but also aim to identify business-related industries for a diversification strategy and cultivate high value-added markets. Looking into the future, as high-tech companies continue to expand their plants and the government proactively drives urban renewal and public construction projects, there are opportunities to gain market share in different areas, which is expected to drive the Group’s overall revenue performance and continuous optimization to gross margin, progressively enhancing the Company’s profitability. Moreover, working capital acquired from the private placement of common stock and the issuance of secured convertible corporate bonds may help Lung Ming Green Energy enhance its financial performance and improve its capital structure.
3
We hereby reports our business operations in 2024 as follows:
I. 2024 Standalone Financial Statements
(I) Business results:
| ports our business operations in 2024 as follows: andalone Financial Statements usiness results: |
ports our business operations in 2024 as follows: andalone Financial Statements usiness results: |
ports our business operations in 2024 as follows: andalone Financial Statements usiness results: |
ports our business operations in 2024 as follows: andalone Financial Statements usiness results: |
|---|---|---|---|
| Unit: NTD thousand | |||
| Item 2024 2023 Variation |
|||
| Operating revenue 843,799 421,215 100.33% |
|||
| Operating gross profit 191,657 71,824 166.84% |
|||
| Net operating profit (loss) 98,840 (13,631) 825.11% |
|||
| Non-operating income and expenses (180,006) (102,047) 76.40% |
|||
| Net income (loss) after tax |
(93,363) | (113,887) | -18.02% |
(II) Profitability Analysis:
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Analysis 2024 2023
Return on assets -5.96% -9.80%
Return on shareholders’ equity -21.57% -78.93%
Operating Income to Paid-in capital ratio 13.53% -2.65%
Profitability EBT to Paid-in capital ratio -11.11% -22.52%
Net profit margin -11.06% -27.04%
Earnings per share (dollars) (1.46) (1.72)
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II. 2024 Consolidated Financial Statements
(I) Business results:
| usiness results: | |||
|---|---|---|---|
| Unit: NTD thousand | |||
| Item | 2024 | 2023 | Variation |
| Operating revenue | 851,422 | 599,882 | 41.93% |
| Operating gross profit | 71,413 | 24,177 | 195.38% |
| Net operating profit (loss) |
(30,564) | (125,315) | -75.61% |
| Non-operating income and expenses |
(71,198) | (9,764) | 629.19% |
| Net income (loss) after tax |
(93,363) | (113,887) | -18.02% |
(II) Profitability Analysis:
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Analysis 2024 2023
Return on assets -5.30% -8.59%
Return on shareholders’ equity -21.57% -78.93%
Operating Income to Paid-in -4.18% -24.39%
Profitability capital ratio
EBT to Paid-in capital ratio -13.93% -26.29%
Net profit margin -10.97% -18.98%
Earnings per share (dollars) (1.46) (1.72)
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- (III) Research and development
If the Company has research and development affairs, the composition shall be made up of professionals with master's or higher degrees. These talented individuals shall provide comprehensive and professional services, bringing over twenty years of rich experience to the table. R&D and technological advancements are primarily achieved through collaborations and contract projects with domestic and international technology and engineering partners. By observing their engineering designs and project management philosophies, we learn engineering techniques and construction management capabilities that can be applied to our own engineering design and construction operations. Furthermore, we strengthen collaborations with academia and research institutions to conduct research on cleanroom micro-environment design and HVAC system design. This includes equipment development and enhancement of construction techniques.
-
III. Summary of 2025 Business Plan
-
(I) Operational guidelines
-
Diversified operations and development of multiple clients to mitigate business risks and maximize the benefits of environmental protection services.
-
Supply chain integrationand enhanced quotation quality and accuracy to strengthen cost control and competitiveness.
-
Improve personnel efficiency while achieving quality objectives.
-
Focus on developing high-profit projects and avoid engaging in low-price competition.
-
-
(II) In terms of expected sales quantity and its basis, as well as important production and sales policies
- Lung Ming Green Energy Technology Co., LTD. continues to promote business diversification. The Company actively adjusts the structure of orders for mechanical and electrical engineering projects, increases orders with better gross profit margins, and complies with government green energy policies. In addition to its expertise in electrical engineering for high-tech factories and medical institutions, the Company will also continue to engage in construction projects such as offshore wind power plants. Based on stable construction progress and continuous revenue growth, the Company continues to diminish the impact of significant revenue fluctuations due to seasonal orders in the mechanical and electrical engineering industry which provides overall robust growth for the Company's operations.
-
VI. Impacts of the competitive environment, regulatory environment and overall business environment, and future development strategies
Due to the nature of the industry and intense competition from peers, coupled with regulatory policies emphasizing green energy, environmental regulations, and consumer protection, the business strategy has become increasingly complex. To diversify our business risks, in addition to focusing on MEP system integration projects, we will actively develop the green energy industry, particularly in largescale wind power development. We aim to expand into diversified businesses within our field of expertise and significantly enhance our competitive advantages in terms of cost, quality, and technology.
We appreciate the support of all shareholders.
Wishing all shareholders good health and success in all endeavors.
Lung Ming Green Energy Technology Engineering Co., Ltd.
Chairman: Hsu, Chin-Lung
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5
Two. Corporate Governance Report
I. Organizational structure
- (I) Organizational structure
Lung Ming Green Energy Organizational chart
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(II) Responsibilities of main departments
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by department Major Responsibilities
1. Assist in establishing the company's internal control system.
Audit Office 2. Audit the implementation of internal control systems in various
departments and provide recommendations for improvement.
1. Handle matters related to the meetings of the Board of Directors and its
functional committees and the shareholders' meeting in accordance with
Corporate the law.
Governance Office 2. Assist directors, independent directors and other functional committee
members in complying with laws and regulations and continuing
education.
1. Assist the Board of Directors and Chairman in supervising various
business operations, vision planning, and shaping the company culture.
Develop operational goals and strategies to achieve the overall business
objectives of the company.
Office of the
2. Oversee the planning and execution of investment projects in various
Chairman
subsidiaries and continuously monitor and improve their internal
control operations.
3. Execute projects planned by the Board of Directors and Chairman and
coordinate communication within the group.
1. Plan and manage the company's business strategy and operations of
various departments. Continuously monitor and improve internal
control operations and develop public relations.
President’s Office 2. Assist the General Manager in business analysis and planning and
handle various project affairs.
3. Assist departments in formulating and promoting internal control
systems, processes, and operational guidelines.
1. Architectural planning, construction progress coordination, investment
evaluation and analysis.
2. Clarify interfaces between civil construction and on-site construction,
Construction and review civil engineering case designs, and track progress.
Development 3. Provide services, consultations, and business development related to
Division civil engineering.
4. Coordinate the review of contracts with civil engineering departments.
5. Handle customer complaints related to civil engineering projects and
supervise corrective and preventive measures.
Electrical and Responsible for managing and supervising the development, planning,
Mechanical Business construction, and mechanical and electrical project engineering
Division departments.
1. Clarify interfaces between M&E and on-site construction.
2. Review M&E engineering case designs and track progress.
3. Provide services, consultations, and business development related to
Development
mechanical and electrical engineering.
Department
4. Coordinate the review of contracts with E&M-related departments.
5. Handle customer complaints related to mechanical and electrical
engineering projects and supervise corrective and preventive measures.
1. Cooperate in reviewing contract bills of quantities and provide
engineering technical consultations.
Planning Department
2. Develop, execute, and revise design standards and carry out engineering
design operations.
1. Execute engineering cost estimation management and cooperate in
Department of contract review.
Construction 2. Review engineering procurement, subcontracting, and acceptance.
Establish, implement, and revise construction standards.
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by department Major Responsibilities
3. Supervise the execution of engineering projects and engineering
contract management.
4. Supervise engineering quality, documentation, and handle exceptions.
1. Development and management of quality assurance documents.
QA Department
2. Execution of engineering quality and safety audits.
1. Formulation and implementation of safety and health management
regulations and plans.
Industrial Safety
2. Risk assessment and hazard controls.
Department
3. Safety and health educational training.
4. Prevention and handling of occupational disasters.
Green Energy and Responsible for managing and supervising the business, engineering
Photovoltaic design, operations, green energy, and energy generation project engineering
Division departments.
1. Provide services, consultations, and business development related to
Energy Development
green energy and energy generation projects.
Department
2. Coordinate with relevant departments to power plant development.
1. Cooperate in reviewing contract bills of quantities and provide technical
consultations for geothermal engineering.
Geothermal Business
2. Develop, execute, and revise design standards for geothermal
Department
engineering.
3. Carry out design operations for geothermal engineering.
Solar Business Responsible for the operation and maintenance of solar power generation
Department projects after handover to the owner.
1. Management of procurement and subcontracting operations.
Sourcing Division 2. Development, execution, and revision of supplier evaluation operations.
3. Management of fixed assets and measuring instruments.
1. Responsible for the establishment and management of environmental
Environmental protection treatment plants and operational processes.
Business Division 2. Responsible for promoting and operating environmental business
activities.
1. Responsible for the Company’s relevant litigation.
Legal Affairs Office 2. Responsible for the review of contract provisions.
3. Responsible for providing legal consultation to the Company.
1. Responsible for personnel resources, general affairs, and information
General security.
Administration 2. Responsible for financial planning, treasury, and budgeting.
Department 3. Responsible for accounting operations, cost calculation, and tax
reporting.
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II. Background information of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the heads of various departments and branches
(I) Directors and supervisors
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1. Basic Information May 22, 2025
Date first Spouse or relatives
elected of second degree or
Shareholding as of Shares held by spouse Shares held in the closer acting as
elected date Current shareholding and underage children names of others Directors,
Supervisors, or
Title Name onboardDate Major academic and career achievements Current positions in the Company and other headsother department
companies
Number of Percentage Number of Number of Percentage Number of Percentage
shares held shares Percentage held shares held shares held
Chairman Huayang Venture Capital Co., 2022.06.01 3 2022.06.01 114,000 0.22% 11,600,000 15.87% 0 0.00% 0 0.00%1. Ph.D. in Business 1. Professor of International
Ltd. Administration, Department Business Management,
of Enterprise Management, China Culture University
National Taipei University. 2. Chairman of TUNG
2. Chairman of TRADE-VAN CHUANG RESOURCE
3. Director and CSO of Gudeng TECHNOLOGY CO.,
Precision Industrial Co., LTD LTD.
Representative: Hsu, Chin-Lung June 1, 2022 3 April 13, 5,000,000 9.73% 19,222,520 26.31% 0 0.00% 0 0.00% 4. Chairman and CEO of 3. Chairman of Gampire None None None
2022 Sunsino Venture Technology Co., Ltd.
5. Chairman of METRO 4. Director of Shuangjian
CONSULTING SERVICE Photoelectric Limited
LTD. 5. Chairman, Long Qiang
Construction Co., Ltd.
6. Director of TUNG KAI
Construction Corporation.
Huayang Venture Capital Co., June 1, 2022 3 June 1, 2022 114,000 0.22% 11,600,000 15.87% 0 0.00% 0 0.00%1. Bachelor of Law, National 1. Attorney-at-law, Chia Ho
Ltd. Taiwan University International Law Firm
Vice 2. Master of Law, Graduate 2. Director, Board of Taipei
Chairman Institute of National Private Zhongshan None None None
Development at National Elementary School
Taiwan University 3. Lawyer, Shanghai Jin Mao
3. Director, Mirror TV Inc. Partners
Remarks
Gender, Age
Term of office (year)
Title Name
Nationality of place of domicile Relationship
-
of China
The Republic
None
China Male
61 years old
The Republic of
-
None
of China
The Republic
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----- Start of picture text -----
Date first Spouse or relatives
elected of second degree or
Shareholding as of Shares held by spouse Shares held in the closer acting as
elected date Current shareholding and underage children names of others Directors,
Supervisors, or
Title Name onboardDate Major academic and career achievements Current positions in the Company and other headsother department
companies
Number of Percentage Number of Number of Percentage Number of Percentage
shares held shares Percentage held shares held shares held
Representative: Kuo, Hui-Lan 2023.08.28 1.75 2023.08.28 0 0.00% 2,699,016 3.69% 0 0.00% 0 0.00%4. Arbitrator, Chinese 4. Independent Director, J &
Arbitration Association V Energy Technology Co.,
5. Legal Counsel, Taipei City Ltd.
Center for Prevention of 5. Independent Director,
Domestic Violence and Skardin Industrial
Sexual Assault Corporation
6. Consultant, New Taipei City 6. Independent Director,
Legal Aid Foundation Global Cross-Border
7. Legal Counsel, Social Digital Assets Limited
Welfare Department of New Company
Taipei City Government
8. Legal Counsel, Social
Welfare Department of Taipei
City Government
9. Legal Counsel, Department of
Cultural Affairs of Taipei City
Government
10. Member, Republic of China
Association for Engineering
and Technology Management
11. Member, Political Party
Review Committee of
Executive Yuan Ministry of
the Interior
12. Member, National Pension
Supervisory Committee of
Executive Yuan Ministry of
the Interior
13. Member, Appeal Review
Committee of Executive Yuan
Ministry of the Interior
14. Member, Sexual Harassment
Prevention Committee of
New Taipei City Government
15. Member, Appeal Committee
of New Taipei City
Government
16. Supervisory Member, Taipei
City Election Commission
Director Huayang Venture Capital Co., 2022.06.01 3 2022.06.01 114,000 0.22% 11,600,000 15.87% 0 0.00% 0 0.00%1. EMBA, Graduate School of 1. Chairman of Heli
Ltd. International Affairs and Construction Co. , Ltd
Management, National Chi 2. Chairman of Fuxin
Nan University Construction Co., Ltd. None None None
2. Chairman of Fengrui 3. Director of TUNG KAI
Construction Co. Construction Corporation.
Remarks
Gender, Age
Term of office (year)
Title Name
Nationality of place of domicile Relationship
Female
52 years old
The Republic of China
-
None
of China
The Republic
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----- Start of picture text -----
Date first Spouse or relatives
elected of second degree or
Shareholding as of Shares held by spouse Shares held in the closer acting as
elected date Current shareholding and underage children names of others Directors,
Supervisors, or
Title Name onboardDate Major academic and career achievements Current positions in the Company and other headsother department
companies
Number of Percentage Number of Number of Percentage Number of Percentage
shares held shares Percentage held shares held shares held
Representative: Pan, Chi-Hsiu 2023.08.28 3 2022.06.01 0 0.00% 1,000,000 1.37% 271,500 0.37% 0 0.00%
Director Songshan Investment Co., Ltd. June 1, 2022 3 June 25, 1,399,999 2.73% 699,999 0.96% 0 0.00% 0 0.00%1. Master's Degree in Land Founder of Woody AI
2019 Economics, National
Chengchi University
2. Master's Degree in Real
Estate Development,
Massachusetts Institute of
Technology (MIT), USA
PENG, KUO-LUN June 1, 2022 3 June 25, 0 0.00% 0 0.00% 0 0.00% 0 0.00% 3. Global Investment Research None None None
2019 Director, CBRE Group
4. Investment Director, Woori
Absolute Partners
Director Huayang Venture Capital Co., June 1, 2022 3 June 1, 2022 114,000 0.22% 11,600,000 15.87% 0 0.00% 0 0.00%1. Department of Electronic 1. Vice chairman of Taiwan
Ltd. Engineering, Xinpu Institute UAS Development
of Technology Association
2. Chairman of Datavan 2. Chairman of Shanghai
International Corporation Sanjia Metal Materials
Limited by Share Co.
None None None
Zhou, Ji-Ping (Note 1) 2024.11.19 0.6 2024.11.19 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Director Huayang Venture Capital Co., June 1, 2022 3 June 1, 2022 114,000 0.22% 11,600,000 15.87% 0 0.00% 0 0.00%1. Department of Laws, National 1. Attorney-at-law, Victor
Ltd. Chengchi University Group International
2. Host, Radio Program for Attorneys At Law (Taiwan)
Indigenous Peoples 2. Chairman, Hulk
3. Lawyer, Portal-International International Business Co.,
IPR Group (Taiwan) Ltd.
4. Honorary lawyer, Small and
Chen, Zhen-Wei (Note 1) 2024.11.19 0.6 2024.11.19 0 0.00% 0 0.00% 0 0.00% 0 0.00% Medium Enterprise and None None None
Startup Administration,
MOEA
Remarks
Gender, Age
Term of office (year)
Title Name
Nationality of place of domicile Relationship
Male
of China
The Republic 56 years old
-
of China
The Republic
None
Male
of China
The Republic 40 years old
-
of China
The Republic
None
Male
of China
The Republic 62 years old
-
of China
The Republic
None
Male ears old y
of China
The Republic 44
----- End of picture text -----
11
==> picture [823 x 473] intentionally omitted <==
----- Start of picture text -----
Date first Spouse or relatives
elected of second degree or
Shareholding as of Shares held by spouse Shares held in the closer acting as
elected date Current shareholding and underage children names of others Directors,
Supervisors, or
Title Name onboardDate Major academic and career achievements Current positions in the Company and other headsother department
companies
Number of Percentage Number of Number of Percentage Number of Percentage
shares held shares Percentage held shares held shares held
une 1, 2022 3 2022.06.01 0 0.00% 0 0.00% 0 0.00% 0 0.00%1. Master's Degree in 1. Chairman of the ESG
Accounting, National Sustainable Development
Chengchi University Committee of the National
2. Master's Program in Law and Federation of Certified
Accounting, National Public Accountants
Chengchi University Associations.
3. Bachelor's Degree in 2. Deputy Chairman of the
International Business, Evaluation and Forensic
National Taiwan University Accounting Committee of
4. Department of Accounting the National Federation of
and Statistics, Taipei College Certified Public
of Business and Technology Accountants Associations.
5. Former Chief of the 3. Director and the Chairman
Commercialization and of the Industrial and
Financial Evaluation Unit, Commercial Committee of
R&D Achievement the Taipei Certified Public
Commercialization Market, Accountants Association.
Executive Yuan Technology 4. Managing Partner of None None
Advisory Group ATAX.
6. Former Project Manager, 5. Professional technicians of
Industry-Academia part-time Assistant
Cooperation Research Center, Professor Level, National
National Chengchi University Taipei University of
7. Former Director and Business
Education Committee Chair, 6. Lecturer at the Financial
Taipei City Association of Training Institute,
Bookkeepers Securities and Futures
Industry Association,
Accounting Research and
Development Foundation,
Certified Public
Accountants Association,
Ministry of Finance
Personnel Training
Institute, and Dingxin
Knowledge Academy.
2022.06.01 3 2022.06.01 0 0.00% 0 0.00% 0 0.00% 0 0.00%1. Master of Laws, Soochow Lawyer at Shih Yun-Ting Law
University Firm.
2. Association of Technological
Leadership and Educational
Technology Development. None None
3. Lawyer at Xie Wentian Law
Firm
4. Lawyer at Jiahe International
Law Firm
Remarks
Gender, Age
Term of office (year)
Title Name
Nationality of place of domicile Relationship
Male None None
41 years old
Cheng, Yun-Da
Independent Director The Republic of China
China Female ears old y None None
Shi, Yun-Ting 35
The Republic of
Independent Director
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12
==> picture [823 x 443] intentionally omitted <==
----- Start of picture text -----
Date first Spouse or relatives
elected of second degree or
Shareholding as of Shares held by spouse Shares held in the closer acting as
elected date Current shareholding and underage children names of others Directors,
Supervisors, or
Title Name onboardDate Major academic and career achievements Current positions in the Company and other headsother department
companies
Number of Percentage Number of Number of Percentage Number of Percentage
shares held shares Percentage held shares held shares held
2023.06.30 2 2023.06.30 0 0.00% 0 0.00% 0 0.00% 0 0.00%1. PhD, Institute of Architecture, 1. Professor, Department of
NTUST Interior Design, National
2. Doctorate program, Institute Taichung University of
of Architecture, Technical Science and Technology,
University of Munich and CTO of NUTC Higher
3. Chairman, The Association of Education Sprout Project
DAAD-Friends, Taiwan, 2. Consulting expert, Big
ROC Data Center, National
4. Chair, Taiwan Alumni, Chung Hsing University
Scholarship Winner of DAAD 3. Prime Investigator, Lab of None None
5. Chairman, Taiwan Chapter of Smart Green Environment
ASHRAE and Technology,
6. Secretary-General and Department of Interior
Deputy Secretary-General, Design, National Taichung
Chartered Association of University of Science and
Interior Designers, Taiwan Technology
4. Associate Dean, College of
Design, National Taichung
University of Science and
Technology
Note 1: By-election was held at the 1st extraordinary shareholders' meeting on November 19, 2024.
2.1 Major shareholders of the corporate entity
May 22, 2025
Legal Representative and Director Names Major shareholders of the Bank’s corporate shareholder Shareholding percentage
Hsu, Chin-Lung 91.93%
Hsu, Bao-Chen 2.95%
TAIWAN RONG BAO ZHAI ART INC. 0.12%
Huayang Venture Capital Co., Ltd. Chen, Rui-Fei 0.12%
Chen, Wei-Ling 0.12%
Hsu, Yun-Sheng 2.38%
Hsu, Geng-Ming 2.38%
Songshan Investment Co., Ltd. LIN,SHIH-HSUN 100%
Remarks
Gender, Age
Term of office (year)
Title Name
Nationality of place of domicile Relationship
Male ears old y None None
50
Li, Meng-Chieh
Independent Director The Republic of China
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2.2 The major shareholders of major corporate shareholders: Not applicable.
13
Information of Director and Independent Director (II)
7、 Disclosure of Director's Professional Qualifications and Independence of Independent Directors:
==> picture [462 x 646] intentionally omitted <==
----- Start of picture text -----
Qualifications
Number of positions
as an Independent
Professional qualification and experience Independence
Director in other
public companies
Name
Hsu, Chin-Lung 1. Ph.D. in Business Administration, Department of Enterprise 0
Management, National Taipei University.
2. Formerly served as the Chairman of TRADE-VAN
3. Director and CSO of Gudeng Precision Industrial Co., LTD
4. Chairman and CEO of Sunsino Venture
5. Chairman of METRO CONSULTING SERVICE LTD.
6. Professor of International Business Management, China Culture
University
7. Chairman, Xingrongxing Environmental Protection Technology
Co., Ltd.
8. Chairman, Tung Chuang Resource Technology Co., Ltd.
9. Chairman, Gampire Technology Co., Ltd.
10. Chairman, Tung Kai Construction Co., Ltd.
11. Director, Shuangjian Photoelectric Limited
(Does not meet any of the conditions stated in Article 30 of The
Company Act.)
Kuo, Hui-Lan 1. Bachelor of Law, National Taiwan University 2
2. Master of Law, Graduate Institute of National Development at
National Taiwan University
3. Attorney-at-law, Chia Ho International Law Firm
4. Director, Board of Taipei Private Zhongshan Elementary School
5. Lawyer, Shanghai Jin Mao Partners
6. Independent Director, J & V Energy Technology Co., Ltd.
7. Independent Director, Skardin Industrial Corporation
8. Independent Director, Global Cross-Border Digital Assets Limited
Company
(Does not meet any of the conditions stated in Article 30 of The
Company Act.)
Pan, Chi-Hsiu 1. Executive MBA, Graduate School of International Affairs and 0
Management, National Chi Nan University
2. Chairman of Heli Construction Co. , Ltd
3. Chairman of Fengrui Construction Co.
4. Person in charge, Fuxin Construction Co., Ltd.
5. Chairman, Tung Kai Construction Co., Ltd.
(Does not meet any of the conditions stated in Article 30 of The
Company Act.)
PENG, KUO- 1. Master's Degree in Land Economics, National Chengchi 0
LUN University
2. Master's Degree in Real Estate Development, Massachusetts
Institute of Technology (MIT), USA
3. Formerly served as Global Investment Research Director, CBRE
Group
4. Formerly served as Investment Director, Woori Absolute Partners
5. Formerly served as the Chairman, General Manager of TUNG
KAI TECHNOLOGY
6. Founder of Woody AI
(Does not meet any of the conditions stated in Article 30 of The
Company Act.)
Zhou, Ji-Ping 1. Department of Electronic Engineering, Xinpu Institute of 0
Technology
2. Former Chairman of Datavan International Corporation
3. Current Vice chairman of Taiwan UAS Development Association
4. Current Chairman of Shanghai Sanjia Metal Materials Limited by
Share Co.
(Does not meet any of the conditions stated in Article 30 of The
Company Act.)
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14
| Qualifications Name Professional qualification and experience Independence |
Qualifications Name Professional qualification and experience Independence |
Number of positions as an Independent Director in other public companies |
|---|---|---|
| Chen, Zhen- Wei 1. Department of Laws, National Chengchi University 2. Former host, Radio Program for Indigenous Peoples 3. Former lawyer, Portal-International IPR Group (Taiwan) 4. Former honorary lawyer, Small and Medium Enterprise and Startup Administration, MOEA 5. Current attorney-at-law, Victor Group International Attorneys At Law (Taiwan) 6. Current Chairman, Hulk International Business Co., Ltd. (Does not meet any of the conditions stated in Article 30 of The Company Act.) |
0 | |
| Cheng, Yun- Da 1. Master's Degree in Accounting, National Chengchi University 2. Master's Program in Law and Accounting, National Chengchi University 3. Bachelor's Degree in International Business, National Taiwan University 4. Department of Accounting and Statistics, Taipei College of Business and Technology 5. Currently serving as the Deputy Chairman of the Evaluation and Forensic Accounting Committee of the National Federation of Certified Public Accountants Associations. 6. Currently serving as a director and the Chairman of the Industrial and Commercial Committee of the Taipei Certified Public Accountants Association. 7. Currently serving as the Managing Partner of ATAX. 8. Former Chief of the Commercialization and Financial Evaluation Unit, R&D Achievement Commercialization Market, Executive Yuan Technology Advisory Group 9. Former Project Manager, Industry-Academia Cooperation Research Center, National Chengchi University 10. Former Director and Education Committee Chair, Taipei City Association of Bookkeepers 11. Currently serving as a lecturer at National Taipei University, Chang Gung University, and Fu Jen Catholic University. 12. Currently serving as a lecturer at the Financial Training Institute, Securities and Futures Industry Association, Accounting Research and Development Foundation, Certified Public Accountants Association, Ministry of Finance Personnel Training Institute, and Dingxin Knowledge Academy. (Does not meet any of the conditions stated in Article 30 of The Company Act.) As an independent director, the following conditions demonstrate independence: 1. Neither myself, spouse, parents, nor any relatives within the second degree of kinship hold positions as directors, supervisors, or employees of the company or its related enterprises. 2. Neither myself, spouse, parents, nor any relatives within the second degree of kinship (or under the guise of others) hold any shares of the company. 3. Do not serve as a director, supervisor, or employee of any company that has a specific relationship with the company (referring to the provisions of Article 3, Items 5 to 8, of the Regulations Governing the Appointment and Exercise of Independent Directors of Public Companies). 4. Have not received any remuneration for providing business, legal, financial, accounting, or other services to the company or its related |
0 |
|
| enterprises in the past two years. Shi, Yun-Ting 1. Master of Laws, Soochow University 2. Former Secretary General of Taiwan Technology Leadership and Instructional Technology Development Association 3. Formerly worked as a lawyer at Xie Wentian Law Firm 4. Formerly worked as a lawyer at Jiahe International Law Firm 5. Currently practicing as a lawyer at Shih Yun-Ting Law Firm. (Does not meet any of the conditions stated in Article 30 of The Company Act.) Li, Meng- Chieh 1. PhD, Institute of Architecture, NTUST 2. Doctorate program, Institute of Architecture, Technical University of Munich 3. Professor, Department of Interior Design, National Taichung University of Science and Technology, and CTO of NUTC Higher Education Sprout Project 4. Consulting expert, Big Data Center, National Chung Hsing University 5. Prime Investigator, Lab of Smart Green Environment and Technology, Department of Interior Design, National Taichung University of Science and Technology 6. Associate Dean, College of Design, National Taichung University of Science and Technology (Does not meet any of the conditions stated in Article 30 of The Company Act.) |
0 | |
| Li, Meng- Chieh |
1. PhD, Institute of Architecture, NTUST 2. Doctorate program, Institute of Architecture, Technical University of Munich 3. Professor, Department of Interior Design, National Taichung University of Science and Technology, and CTO of NUTC Higher Education Sprout Project 4. Consulting expert, Big Data Center, National Chung Hsing University 5. Prime Investigator, Lab of Smart Green Environment and Technology, Department of Interior Design, National Taichung University of Science and Technology 6. Associate Dean, College of Design, National Taichung University of Science and Technology (Does not meet any of the conditions stated in Article 30 of The Company Act.) |
0 |
15
- II. Diversification and Independent of the Board of Directors
(I) Diversification of the Board of Directors
-
The election of directors in the company follows a candidate nomination system, and the composition of the board of directors should consider diversity in accordance with Article 20 of the Company Governance Best Practice Principles of the company. The company should establish appropriate diversity policies based on its own operations, business model, and development needs. The standards for diversity should include, but are not limited to, the following two aspects:
-
(1) Basic requirements and values: Gender, age, nationality, and culture.
-
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
-
The Board of Directors of the Company consists nine directors, with two female directors and three independent directors. The percentage of directors with an employee status is 0%, the percentage of independent directors is 33.33%, and the percentage of female directors is 22.22%. All independent directors have a term of less than three years, and their ages range from 35 to 50. Some of the directors have professional backgrounds in finance and accounting, law, and engineering, and they possess expertise in operational judgment, accounting and financial analysis, management, crisis management, industry knowledge, international market insights, leadership, and decision-making.
The Company’s directors of each gender currently do not represent at least one-third of the total Board members. As the current Board’s term expired on May 31, 2025, a full re-election was held pursuant to laws to ensure that directors of each gender account for at least one-third of the Board.
- Implementation of board diversification among board members
==> picture [494 x 346] intentionally omitted <==
----- Start of picture text -----
Ph.D. in Business
Administration,
Department of - V V V V V V V V
Enterprise
Management, National
Taipei University.
1. Bachelor of Law,
National Taiwan
University
2. Master of Law,
Graduate Institute of - V V V V V V V V
National
Development at
National Taiwan
University
1. Master's Degree in
Real Estate
Development,
Massachusetts
Institute of
Technology (MIT), - V V V V V V V V
USA
2. Master's Degree in
Land Economics,
National Chengchi
University
Executive MBA,
Graduate School of
International Affairs
and Management, - V V V V V V V V
National Chi Nan
University
Name of director Gender Professional Background Terms as Independent Director The ability to make judgments about operations. Accounting and financial analysis ability. Business management ability. Crisis management ability. Knowledge of the industry. An international market perspective. Leadership ability. Decision-making ability.
Male
Hsu, Chin-Lung
Female
Kuo, Hui-Lan
Male
PENG, KUO-LUN
Male
Pan, Chi-Hsiu
----- End of picture text -----
16
==> picture [494 x 452] intentionally omitted <==
----- Start of picture text -----
Department of
Electronic Engineering,
Xinpu Institute of
Technology - V V V V V V V V
Department of Laws,
National Chengchi
University
- V V V V V V V V
1. Master's Degree in
Accounting,
National Chengchi
University
2. Master's Program in
Law and
Accounting, 3 V V V V V V V V
National Chengchi
University
3. Bachelor's Degree
in International
Business, National
Taiwan University
Master of
Laws, Soochow
University
3 V V V V V V V V
1. PhD,
Institute of
Architecture,
NTUST
2. Doctorate
program, 2 V V V V V V V V
Institute of
Architecture,
Technical
University
of Munich
Male
Zhou, Ji-Ping
Male
Chen, Zhen-Wei
Male
Cheng, Yun-Da
Name of director Gender Professional Background Terms as Independent Director The ability to make judgments about operations. Accounting and financial analysis ability. Business management ability. Crisis management ability. Knowledge of the industry. An international market perspective. Leadership ability. Decision-making ability.
Female
Shi, Yun-Ting
Male
Li, Meng-Chieh
----- End of picture text -----
(II) Independence of the Board of Directors:
-
The Board of Directors of the company consists of nine directors, of which three are independent directors, accounting for 33.33% of the total. The independent directors have tenures of 3 years and 2 years, respectively. The directors do not have any circumstances specified in Article 26-3, Paragraphs 3 and 4 of the Securities Exchange Act, and the independent directors do not have any spousal or immediate family relationships within the second degree of consanguinity with other directors.
-
The Board of Directors is committed to continuously assessing the independence of directors and their ability to raise constructive questions, express opinions, and demonstrate independent and appropriate behavior, in line with expectations.
17
(II) Background information of the President, Vice Presidents, Assistant Vice Presidents, and heads of departments and branch offices
==> picture [534 x 676] intentionally omitted <==
----- Start of picture text -----
May 22, 2025
Shares held Spouse or
by spouse Shares held in relatives of
No. of shares held and the names of second degree
underage others or closer acting
children as managers
Title Name Date onboard Major academic and career Concurrent positions in other
achievements companies
CEO 2024.04.24 19,222,520 26.31% 0 0.00% 0 0.00%1. Ph.D. in Business Administration, 1. Professor of International
Department of Enterprise Business Management, China
Management, National Taipei Culture University
University. 2. Chairman, Long Qiang
2. Chairman of TRADE-VAN Construction Co., Ltd.
3. Director and CSO of Gudeng 3. Chairman of TUNG CHUANG
Precision Industrial Co., LTD RESOURCE TECHNOLOGY
4. Chairman and CEO of Sunsino CO., LTD.
Venture 4. Chairman of Gampire
5. Chairman of METRO Technology Co., Ltd.
CONSULTING SERVICE LTD. 5. Director, Tung Kai Construction
Co., Ltd.
6. Director, Shuangjian
Photoelectric Limited
Vice CEO 2024.04.24 2,699,016 3.69% 0 0.00% 0 0.00%1. Bachelor of Law, National Taiwan 1. Attorney-at-law, Chia Ho
University International Law Firm
2. Master of Law, Graduate Institute of 2. Director, Board of Taipei Private
National Development at National Zhongshan Elementary School
Taiwan University 3. Lawyer, Shanghai Jin Mao
3. Director, Mirror TV Inc. Partners
4. Arbitrator, Chinese Arbitration 4. Independent Director, J & V
Association Energy Technology Co., Ltd.
5. Legal Counsel, Taipei City Center 5. Independent Director, Skardin
for Prevention of Domestic Violence Industrial Corporation
and Sexual Assault 6. Independent Director, Global
6. Consultant, New Taipei City Legal Cross-Border Digital Assets
Aid Foundation Limited Company
7. Legal Counsel, Social Welfare
Department of New Taipei City
Government
8. Legal Counsel, Social Welfare
Department of Taipei City
Government
9. Legal Counsel, Department of
Cultural Affairs of Taipei City
Government
10. Member, Republic of China
Association for Engineering and
Technology Management
11. Member, Political Party Review
Committee of Executive Yuan
Ministry of the Interior
12. Member, National Pension
Supervisory Committee of
Executive Yuan Ministry of the
Interior
Vice CEO 2024.04.24 0 0.00 0 0.00% 0 0.00%1. Bachelor of Laws, National 1. Attorney-at-law, Discernment
Chengchi University Law Firm
2. Master of Laws, National Chengchi 2. Chairman of TUNG KAI
University Construction Corporation.
3. Graduated from National Chengchi 3. Director, Sunmax Biotechnology
University's Doctor of Laws Co., Ltd.
Program
4. Attorney of Giant Era International
Law Office
5. Assistant Judge, Judicial Yuan
President 2023.08.28 0 0.00 0 0.00% 0 0.00%1. EMBA, Department of Business None
Administration, College of
Management, National Taiwan
University of Science and
Technology
2. Engineer of Kai Li Engineering Co.,
Ltd.
3. Director, Manager of Design
Department, Manager and Vice
President of Design Department,
Executive Vice President of General
Management, Vice President of
General Administration Department,
President of Business Department,
Lung Ming Green Energy (formerly
Tung Kai Technology Engineering
Co., Ltd.)
VP 2021.07.01 8 0.00% 0 0.00% 0 0.00%1. Electrical Engineering Department None
of Hwa Hsia University of
Technology
2. Assistant V.P. and manager, Lung
Ming Green Energy Technology
Engineering Co., Ltd. (originally
Tung Kai Technology Engineering
Co., Ltd.)
Gender Nationality Remarks
Title Name
Relationship
Number of shares Percentage held Number of shares Percentage held Number of shares Percentage held
Male None None None None
Hsu, Chin-Lung
The Republic of China
Female None None None None
Kuo, Hui-Lan
The Republic of China
Male None None None None
Chen, Chao-Lung The Republic of China
Male None None None None
Lu, Chin-Huang The Republic of China
Male None None None None
HSIUNG
CHEN,CHIEN-
The Republic of China
----- End of picture text -----
18
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----- Start of picture text -----
Shares held Spouse or
by spouse Shares held in relatives of
No. of shares held and the names of second degree
underage others or closer acting
children as managers
Title Name Date onboard Major academic and career Concurrent positions in other
achievements companies
Chief Legal Officer 2024.02.07 0 0.00 0 0.00 0 0.00%1. Master's Degree in Civil VP, TUNG KAI Construction
Engineering, National Taiwan Corporation
University
2. Master of Laws, Soochow
University
3. Attorney of Chien Yeh Law Offices
4. Attorney-at-law, Partner of Cichi
Law Offices
5. Civil engineer, Tung Kai
Construction Co., Ltd.
Assistant V.P. 2022.08.15 0 0.00 0 0.00 0 0.00%1. Graduated from the Department of None
Civil Engineering, Kao Yuan
University
2. Ret-Ser Engineering Agency. /
Director
3. Hongcheng Development and
Construction Co., Ltd. ,/ Engineer
Assistant V.P. 2025.01.21 0 0.00 0 0.00 0 0.00%1. Department of Information, Ching None
(Note 1) Yun University (Chien Hsin
University of Science and
Technology)
2. V.P., Lung Ming Green Energy
Technology Engineering Co., Ltd.
(originally Tung Kai Technology
Engineering Co., Ltd.)
Corporate 2023.06.21 0 0.00 0 0.00 0 0.00%1. Department of International Trade, None
Governance Officer Chinese Culture University
2. System Department, Jiang Sheng &
Co., CPAs
3. Head of Audit, Tung Kai Technology
Engineering Co., Ltd.
Manage, 2020.11.13 0 0.00% 0 0.00% 0 0.00%1. Master of Accounting, National None
Accounting officer Financial Taiwan University
and finance officer officer 2. GRIFFIN AUTOMOTIVE
2022.09.05 LIMITED / Deputy Manager of
Accounting Finance Department
officer
Gender Nationality Remarks
Title Name
Relationship
Number of shares Percentage held Number of shares Percentage held Number of shares Percentage held
Male None None None None
Lin, Sen-Min
The Republic of China
Male None None None None
The Republic of China
HUANG,CHIH-PING
Female None None None None
Lin, Hsin-Yi
The Republic of China
Male None None None None
SU,SHENG-CHIEH The Republic of China
Male None None None None
CHANG,CHI-TING The Republic of China
----- End of picture text -----
Note 1: On-board on January 21, 2025
19
III. Remuneration paid to directors, supervisors, general managers, and assistant general managers
- Remuneration to Directors (including Independent Directors) (the name and remuneration of each Director is disclosed individually):
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----- Start of picture text -----
2024 Unit: thousand NTD
Director’s remuneration Remuneration received as a staff
The sum of A, B, C The sum of A, B, C, D,
Compensation Retirement Director Fees for services and D as a percentage of after tax profit special allowances Salaries, bonuses, Retirement Pension Employee remuneration percentage of net incomeE, F, and G as a
(A) Pension (B) remuneration (C) rendered (D) (G)
etc (E) (F)
All companies
included in the
The Company consolidated
Title Name statements
Chairman Sunsino Venture 3,258 3,258 0 0 0 0 120 120 3,378 3,378 0 0 0 0 0 0 0 0 3,378 3,378 None
Representative: Hsu, Chin-Lung (3.62%) (3.62%) (3.62%) (3.62%)
Vice Chairman Sunsino Venture Representative: Kuo, Hui-Lan 1,573 1,573 87 87 0 0 120 120 (1.911,780 %) (1.911,780 %) 0 0 0 0 0 0 0 0 (1.911,780 %) (1.911,780 %) None
Sunsino Venture 120 120 0 0 0 0 0 0 0 0 120 120
Director 0 0 0 0 0 0 120 120 None
Representative: Pan, Chi-Hsiu (0.13%) (0.13%) (0.13%) (0.13%)
Director Songshan Investment Co., Ltd. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 None
Representative: Peng, Kuo-Lun (0.00%) (0.00%) (0.00%) (0.00%)
Sunsino Venture 0 0 0 0 0 0 0 0 0
0 0 0
Director Representative: Zhou, Ji-Ping 0 0 0 0 0 0 0 0 (0.00%) None
(Note 1) (0.00%) (0.00%) (0.00%)
Sunsino Venture 0 0 0 0 0 0 0 0 0
0 0 0
Director Representative: Chen, Zhen-Wei 0 0 0 0 0 0 0 0 (0.00%) None
(Note 1) (0.00%) (0.00%) (0.00%)
Independent Director Cheng, Yun-Da 360 360 0 0 0 0 140 140 (0.54500 %) (0.54500 %) 0 0 0 0 0 0 0 0 (0.54500 %) (0.54500 %) None
Independent Director Shi, Yun-Ting 360 360 0 0 0 0 140 140 (0.54%500 ) (0.54%500 ) 0 0 0 0 0 0 0 0 (0.54%) 500 (0.54%500 ) None
0 0 0 0 0 0 0 0 0 0 328
Independent Director Li, Meng-Chieh 248 248 0 0 80 80 (0.35%)328 (0.35%)328 (0.35%) (0.35%) 328 None
1. Please specify the policy, system, criteria, and structure for the payment of independent directors' remuneration, and describe the relationship between their remuneration amounts and factors such as their responsibilities, risks, and time commitment. When
executing the Company's business, regardless of the company's profitability in each year, the Company may provide remuneration and authorize the Board of Directors to determine the payment criteria based on the level of participation of each director in the
Company's operations and taking into account industry norms.
2. Compensation received by director for providing service to any company included in the consolidated financial statements (e.g. consultancy service without the title of an employee) in the last year, except those disclosed in the above table: None
subsidiaries
The Company The Company The Company The Company The Company The Company The Company The Company
consolidated statements consolidated statements consolidated statements consolidated statements consolidated statements consolidated statements consolidated statements consolidated statements
Remuneration from investments other than the
All companies included in the All companies included in the All companies included in the All companies included in the All companies included in the All companies included in the All companies included in the All companies included in the
Amount paid in cash Amount paid in shares Amount paid in cash Amount paid in shares
----- End of picture text -----
Note 1: Mr. Zhou, Ji-Ping and Mr. Chen, Zhen-Wei assumed the position of director on November 19, 2024.
20
-
Remuneration to Supervisors: N/A
-
Remuneration to the President and Vice Presidents (aggregate disclosure of name and remuneration)
2024 Unit: thousand NTD
==> picture [483 x 221] intentionally omitted <==
----- Start of picture text -----
The sum of A, B, C and D
Bonus and special
Salary (A) Retirement Pension (B) Employee remuneration (D) as a percentage of after
allowances etc (C) tax profit (%)
Remuneration
All All All All companies All from
included in the
Title Name companies companies companies The Company consolidated companies investments
The included in The included in The included in The included in other than the
Company the Company the Company the Amount Amount Amount statementsAmount Company the subsidiaries
consolidated consolidated consolidated consolidated
statements statements statements paid in paid in paid in paid in statements
cash shares cash shares
Vice CEO Chao-Chen, 1,447 1,447 58 58 121 121 0 0 0 0 1,626 1,626 None
(Note 1) (1.74%) (1.74%)
Lung
President Chin-Lu, 2,310 2,310 154 154 192 192 0 0 0 0 2,656 2,656 None
(2.84%) (2.84%)
Huang
VP CHIEN-CHEN, 1,483 1,483 117 117 124 124 0 0 0 0 1,724 1,724 None
HSIUNG (1.85%) (1.85%)
Chief
Officer Legal Lin, Sen-Min 1,085 1,085 66 66 89 89 0 0 0 0 (1.33%)1,240 (1.33%) 1,240 None
(Note 2)
----- End of picture text -----
Note 1: Concurrently serving as Chairman of Tung Kai Construction Co., Ltd. since May 19, 2023, and as Vice CEO since April 24, 2024. Note 2: Assumed office on February 7, 2024.
4. The remuneration of the top five highest-paid executives in listed and OTC companies (disclosing individual names and remuneration methods):
2024 Unit: thousand NTD
==> picture [483 x 239] intentionally omitted <==
----- Start of picture text -----
Retirement Pension Bonus and special The sum of A, B, C and D
Salary (A) Employee remuneration (D) and its percentage of after
(B) allowances etc (C) tax profit (%)
included in the All companies Remuneration
The Company consolidated All from invested
Title Name statements companies businesses
The included in other than
Amount Amount Amount Amount Company the subsidiaries
consolidated
paid in paid in paid in paid in statements
cash shares cash shares
President Lu, Chin-Huang 2,310 2,310 154 154 192 192 0 0 0 0 2,656 2,656 None
(2.84%) (2.84%)
VP CHEN, CHIEN-HSIUNG 1,483 1,483 117 117 124 124 0 0 0 0 (1.85%) 1,724 (1.85%) 1,724 None
CEO Vice Chen, Chao-Lung 1,447 1,447 58 58 121 121 0 0 0 0 (1.74%) 1,626 (1.74%) 1,626 None
Chief
Legal Lin, Sen-Min 1,085 1,085 66 66 89 89 0 0 0 0 1,240 1,240 None
Officer (1.33%) (1.33%)
The Company The Company The Company
consolidated statements consolidated statements consolidated statements
All companies included in the All companies included in the All companies included in the
----- End of picture text -----
- The names of managers who received employee remuneration and the distribution situation: Due to a loss in 2024, no distribution was made.
21
- (IV) Analysis of the total remuneration paid to directors, supervisors, general managers, and deputy general managers as a percentage of the after-tax net income in the past two years, and an explanation of the remuneration policy, standards, composition, procedures for setting remuneration, and their relevance to business performance and future risks:
(1) Analysis of the proportion in the past two years
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----- Start of picture text -----
Sum as a percentage of net income (%)
2023 2024
Item
Title All companies Notes to analysis:
included in the
The Company The Company The Company
consolidated
statements
Director’s remuneration 5,942 5,942 6,606 6,606 Please see the following
Director (5.22%) (5.22%) (7.08%) (7.08%) analysis
Supervisor N/A N/A N/A N/A
Remuneration to
President and Vice 4,134 4,134 7,246 7,246
Presidents
Presidents and VPs (3.63%) (3.63%) (7.76%) (7.76%)
----- End of picture text -----
-
Analysis and explanation: (1) The NTD 664 thousand increase in total directors’ remuneration from 2023 to 2024 was mainly due to the addition of two directors following the board reelection.
- (2) The NTD 3,112 thousand increase in total remuneration to the Presidents and VPs from 2023 to 2024 was mainly due to the Company's appointment of a Vice CEO and a Chief Legal Officer.
-
(2) Remuneration policy, standards and packages, and the procedures for determining remuneration, along with their correlation with operating performance and future risk exposure:
-
The company's policy for director and supervisor remuneration is primarily based on the percentage allocation as stipulated in the bylaws for directors and supervisors' remuneration. In addition, attendance fees are paid for attending board meetings. For directors who also hold employment positions in the company, their remuneration is based on their existing salary package, and bonuses are calculated and allocated based on the company's profitability. The allocation is proposed by the Remuneration Committee and submitted to the Board of Directors for approval. Retirement benefits are provided in accordance with current legal regulations.
-
The remuneration for the general manager and other executives is evaluated by the Compensation Committee based on the company's profitability and recommendations are presented to the Board of Directors for approval.
-
In addition to the fixed monthly salary, the distribution of bonuses and remuneration is tied to business performance.
22
IV. Corporate governance
(I) Operations of the Board
A total of 12 board of directors meetings (A) were held in recent years; below are the attendance records:
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Actual
Title Name Actual Proxy attendance rate Remarks
Attendance (B) Attendance (%) (B/A)
Sunsino Venture
Chairman 12 0 100% -
Representative: Hsu, Chin-Lung
Vice Sunsino Venture
12 0 100% -
Chairman Representative: Kuo, Hui-Lan
Sunsino Venture
Director 12 0 100% -
Representative: Pan, Chi-Hsiu
Sunsino Venture
Director Representative: Zhou, Ji-Ping 0 0 - 2024.11.19 Shareholders' extraordinary meeting
Sunsino Venture
Director Representative: Chen, Zhen-Wei 0 0 - 2024.11.19 Shareholders' extraordinary meeting
Director Songshan Investment Co., Ltd. 0 0 0% -
Representative: PENG, KUO-LUN
Independent Cheng, Yun-Da 12 0 100% -
Director
Independent Shi, Yun-Ting 11 1 91.67% -
Director
DirectorIndependent Li, Meng-Chieh 7 5 58.33% -
Other remarks:
I. For board of directors meetings that meet any of the following descriptions, state the date, session, the discussed agenda, independent directors' opinions and how the company has
responded to such opinions:
(I) Conditions described in Article 14-3 of the Securities and Exchange Act:
Company’s disposition
Date of Board of Directors meeting, All Independent director’s
Term Proposal content opinion diron independent ector’s opinion
Review of effectiveness of the Company's internal control system Unanimously approved by all N/A
and Declaration of Internal Control System - 2023 independent directors.
The appropriation of losses for the year 2023. Unanimously approved by all independent directors. N/A
2024.03.27 33rd meeting of the 11th Application for private placement of ordinary shares in 2024. Unanimously approved by all independent directors. N/A
Board Proposal to issue restricted stock awards. Unanimously approved by all independent directors. N/A
The Company's cash capital increase in subsidiary Tung Kai Unanimously approved by all N/A
Construction Co., Ltd. independent directors.
CoTermination of partial endorsements/guarantees from the mpany's subsidiary Tung Kai Construction Co., Ltd. Unanimously approved by all independent directors. N/A
Evaluation on the renewal, remuneration, independence and Unanimously approved by all N/A
2024.04.24 34th meeting of the 11th suitability of CPAs in 2024 and 2025 independent directors.
Board Evaluation and authorization of investment projects in green Unanimously approved by all N/A
power generation business independent directors.
2023 2nd private placement of common shares Unanimously approved by all independent directors. N/A
Proposal to reclassify a self-occupied property of the Company's Unanimously approved by all
2024.05.09 35th meeting of the 11th Board Environmental Business Department at Guanyin Factory as independent directors. N/A
investment property.
Endorsement and guarantee of the Company to the subsidiary Unanimously approved by all N/A
Tung Kai Construction Co., Ltd. independent directors.
Company’s disposition
Date of Board of Directors meeting, All Independent director’s
Term Proposal content opinion diron independent ector’s opinion
Application for the 1st private placement of ordinary shares in Unanimously approved by all N/A
2024. independent directors.
Proposal to reclassify a self-occupied property of the Company's Unanimously approved by all
Environmental Business Department at Guanyin Factory as independent directors. N/A
investment property.
Retroactive approval of the Company’s application for a short- Unanimously approved by all
term guarantee line of NTD 30 million from CTBC Bank to independent directors. N/A
2024.06.26 37th meeting of the 11th secure construction performance obligations
Board Extension of endorsements/guarantees of NTD 582,150 thousand Unanimously approved by all N/A
to subsidiary Tung Kai Construction Co., Ltd. independent directors.
Proposal to terminate endorsements/guarantees of NTD 40,000 Unanimously approved by all N/A
thousand to subsidiary Tung Kai Construction Co., Ltd. independent directors.
Proposal for endorsements/guarantees of NTD 52,410 thousand Unanimously approved by all N/A
provided to subsidiary Tung Kai Construction Co., Ltd. independent directors.
Proposal for the disposal of the equity interests held by the Unanimously approved by all N/A
affiliate, Wingo Investment Co., Ltd. independent directors.
Proposal for the Company's credit line with Taiwan Cooperative Unanimously approved by all N/A
Bank independent directors.
2024.08.09 38th meeting of the 11th
Board Proposal regarding the completion of corrective measures for Unanimously approved by all
endorsements/guarantees provided to the Company's subsidiary independent directors. N/A
Tung Kai Construction Co., Ltd., which exceeded the limit
2024.09.16 39th meeting of the 11th Rotation, appointment, and independence and qualification Unanimously approved by all N/A
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23
| Board assessmentof the CPA. independentdirectors. |
||||||
|---|---|---|---|---|---|---|
| Proposal to Cancell non-compete clause for newly elected directors Unanimously approved by all independentdirectors. |
N/A | |||||
| Proposal to issue restricted stock awards. Unanimously approved by all independentdirectors. |
N/A | |||||
| Proposal to dissolve the subsidiary, Xingrongxing Environmental Protection Technology Co.,Ltd. Unanimously approved by all independentdirectors. |
N/A | |||||
| Application for the 2nd private placement of ordinary shares in 2024. Unanimously approved by all independentdirectors. |
N/A | |||||
| 2024.10.18 40th meeting of the 11th Proposal for the change in the number of times for the private placementofordinary shares of the Companyin 2024. Unanimously approved by all independentdirectors. |
N/A | |||||
| Board Proposal to invest in and establish a subsidiary, Long Qiang ConstructionCo.,Ltd. Unanimously approved by all independentdirectors. |
N/A | |||||
| Proposal to invest in Strong and Wise Material Tech Company to acquire a 60% equityinterest Unanimously approved by all independentdirectors. |
N/A | |||||
| 2024.11.12 41st meeting of the 11th Board The Company’s 2025 audit plan. Unanimously approved by all independentdirectors. |
N/A | |||||
| (II) Any other documented objections or qualified opinions raised by independent director against board resolution in relation to matters other than those described above: None. | ||||||
| II. | Disclosureregarding avoidance of interest-conflicting agendas,includingthenames ofdirectors concerned,the agendas,thenature ofconflictinginterests, andthe voting process: | |||||
| Date of Board of Directorsmeeting Name of director Proposal content Reason of recusal |
Voting result | |||||
| 2024.01.11 Hsu, Chin-Lung Kuo, Hui-Lan Distribution of 2023 year-end bonuses for managers of the Company and subsidiaries Each director abstained from voting on their own portion of the year-end bonus. |
Stakeholders did not participate in the voting. |
|||||
| 2024.01.11 Hsu, Chin-Lung Kuo, Hui-Lan Adjustment of 2024 food allowance for managers of the Company and subsidiaries Each director abstained from voting on their own portion of the meal allowance. |
Stakeholders did not participate in the voting. |
|||||
| III. | Regarding the self-assessment (or peer assessment) of the Board of Directors, the company is required to disclose the evaluation period, scope, method, and content. The | |||||
| implementation of the board evaluation is reported to the Board of Directors on March 26, 2025, regarding the evaluation for the year 2024: | ||||||
| 1. | Evaluation approach: Internal assessment by the board of directors and self-assessment by board members. | |||||
| 2. | Evaluation scope: Overall board of directors, individual board members, and performance of functional committees. | |||||
| 3. | Evaluation duration: From January 1 to December 31, 2024. | |||||
| 4. | Evaluation content and results: The Board of Directors as a whole received an average score of 4.50, individual board members received an | average score of 4.75, and | ||||
| functional committees received an average score of 4.94. | ||||||
| [Scoring: 1 - Very poor (strongly disagree); 2 - Poor (disagree); 3 - Average (neutral); 4 - Good (agree); 5 - Excellent (strongly agree).] | ||||||
| IV. | Enhancements to the functionality of the board of directors in the current and the most recent year (e.g. establishment of an Audit Committee, | improvement of information | ||||
| transparency etc), and the progress of such enhancements. | ||||||
| 1. | Strengthening the Functions of the Board of Directors: Directors are required to participate in continuous education programs to enhance | their corporate governance | ||||
| capabilities. | ||||||
| 2. | Enhancing Information Transparency: Important decisions made by the board of directors are disclosed on the Public Information Observation System or the company's | |||||
| website, as required. | ||||||
| 3. | On June 25, 2019, the company appointed three independent directors during the shareholders' meeting and established an audit committee to | enhance the operation of the | ||||
| board of directors and strengthen corporate governance. | ||||||
| 4. | In order to implement corporate governance, the Company established a Corporate Governance Officer in 2023. The Officer is responsible for providing directors with the | |||||
| information needed to perform their duties and comply with laws and regulations, as well as arranging continuing education to help the Board of Directors exercise its powers. | ||||||
| 5. | The Board of Directors of the Company operates in accordance with the "Rules of Procedure for Board of Directors Meetings." The President, | Finance/Accounting Officer, | ||||
| Corporate Governance Officer, and Head of Audit attend Board meetings. In addition to discussing the motions, Directors may request the management to report on company’s | ||||||
| operating performance and its business, product,and market strategies,in order to supervise the management in theperformance of its duties. |
(II) Operation of the Audit Committee or Involvement of Supervisors in the Operation of the Board of Directors:
- Composition and duties of the Audit Committee: The Company has established the Audit Committee on August 13, 2019. Currently, the second Committee is composed of three independent directors. The information of its members is shown below.
The function of the Audit Committee is to supervise the following matters as its main purpose: 1. Fair presentation of the Company's financial statements. 2. The appointment and dismissal of CPAs and their independence and performance. 3. The effective implementation of the Company's internal control. 4. The adequacy of the Company's internal regulatory compliance procedures and plans. 5. Management and control of existing or potential risks of the Company.
| purpose: 1. Fair presentation of the Company's financial statements. 2. The appointment and dismissal of CPAs and their independence and performance. 3. The effective implementation of the Company's internal control. 4. The adequacy of the Company's internal regulatory compliance procedures and plans. 5. Management and control of existingorpotential risks of the Company. |
purpose: 1. Fair presentation of the Company's financial statements. 2. The appointment and dismissal of CPAs and their independence and performance. 3. The effective implementation of the Company's internal control. 4. The adequacy of the Company's internal regulatory compliance procedures and plans. 5. Management and control of existingorpotential risks of the Company. |
purpose: 1. Fair presentation of the Company's financial statements. 2. The appointment and dismissal of CPAs and their independence and performance. 3. The effective implementation of the Company's internal control. 4. The adequacy of the Company's internal regulatory compliance procedures and plans. 5. Management and control of existingorpotential risks of the Company. |
purpose: 1. Fair presentation of the Company's financial statements. 2. The appointment and dismissal of CPAs and their independence and performance. 3. The effective implementation of the Company's internal control. 4. The adequacy of the Company's internal regulatory compliance procedures and plans. 5. Management and control of existingorpotential risks of the Company. |
purpose: 1. Fair presentation of the Company's financial statements. 2. The appointment and dismissal of CPAs and their independence and performance. 3. The effective implementation of the Company's internal control. 4. The adequacy of the Company's internal regulatory compliance procedures and plans. 5. Management and control of existingorpotential risks of the Company. |
|---|---|---|---|---|
| Qualifications Identity Name Professional qualification and experience Independence Number of other public companies in which the individual is concurrently serving as an audit committee member |
||||
| Convener Cheng, Yun-Da Please refer to page 14 for information on directors (II) Please refer to page 14 for information on directors (II) 0 |
||||
| Committee member Shi, Yun-Ting Please refer to page 14 for information on directors (II) Please refer to page 14 for information on directors (II) 0 |
||||
| Committee member |
Li, Meng-Chieh | Please refer to page 14 for information on directors (II) |
Please refer to page 14 for information on directors (II) |
0 |
- The purpose of the Audit Committee is to assist the Board of Directors in performing its duties. The highlights of its review in 2024 include:
24
-
(1) The stipulation of or amendments to 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) Review of the increase of cash capital of an important subsidiary, Tung Kai Construction Co., Ltd., and the release of endorsement/guarantee for the subsidiary.
-
(4) Review of the matters involving the interests of directors (short-term loans from the Chairman, Vice Chairman, and institutional directors).
-
(5) Review of public offering, issuance, or private placement of equity-type securities.
-
(6) Review of the appointment, dismissal or remuneration of CPAs, and evaluate their independence and performance.
-
(7) Review of 2023 financial report and Q1, Q2 and Q3 2024 financial statements.
-
10 (A) Audit Committee’s meetings were held in the latest year. The attendance of Independent Directors is listed as below:
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Title Name Actual Attendance (B) Proxy Attendance Actual attendance rate (%) Remarks
(B/A)
Independent Director Cheng, Yun-Da 10 0 100% -
Independent Director Shi, Yun-Ting 10 0 100% -
Independent Director Li, Meng-Chieh 5 5 50% -
Other remarks:
I. For Audit Committee meetings that meet any of the following descriptions, state the date and session of board of directors meeting held, the discussed agenda, the Audit
Committee's resolution, and how the company has responded to Audit Committee's opinions.
(I) Conditions described in Article 14-5 of the Securities and Exchange Act:
Company’s
Date and session of the disposition on
Proposal content All Audit Committee members Opinions
Audit Committee meeting independent
director’s opinion
Review of effectiveness of the Company's internal control system and Unanimously approved by all Committee N/A
Declaration of Internal Control System - 2023 member.
Proposal to evaluate the financing and loans for the conversion of Unanimously approved by all Committee N/A
receivables for 2023. member.
The Company's 2023 business report and financial statements Unanimously approved by all Committee member. N/A
Improvements when the Company's accumulated losses have reached Unanimously approved by all Committee N/A
one half of the paid-in capital member.
2023 distribution of remuneration to directors and employees of the Unanimously approved by all Committee N/A
Company member.
2024.03.25 26th meeting of the 2nd term The appropriation of losses for the year 2023. Unanimously approved by all Committee member. N/A
Application for private placement of ordinary shares in 2024. Unanimously approved by all Committee member. N/A
Amendment of certain articles to the Company’s “Articles of Unanimously approved by all Committee N/A
Incorporation” member.
Proposal to issue restricted stock awards. Unanimously approved by all Committee member. N/A
The Company's cash capital increase in subsidiary Tung Kai Unanimously approved by all Committee N/A
Construction Co., Ltd. member.
Termination of partial endorsements/guarantees from the Company's Unanimously approved by all Committee N/A
subsidiary Tung Kai Construction Co., Ltd. member.
Evaluation on the renewal, remuneration, independence and suitability Unanimously approved by all Committee N/A
of CPAs in 2024 and 2025 member.
Evaluation and authorization of investment projects in green power Unanimously approved by all Committee N/A
generation business member.
2024.04.24 27th meeting of the 2nd term MAmendment to the Company’s “Rules of Procedure for Board eetings” Unanimously approved by all Committee member. N/A
Amendment to the Company's "Audit Committee Charter" Unanimously approved by all Committee member. N/A
Amendment of certain articles to the Company’s “Articles of Unanimously approved by all Committee N/A
Incorporation” member.
Application for the 2nd private placement of ordinary shares in 2023. Unanimously approved by all Committee member. N/A
Proposal to reclassify a self-occupied property of the Company's
2024.05.09 28th meeting of the 2nd term Environmental Business Department at Guanyin Factory as investment Unanimously approved by all Committee member. N/A
property.
Endorsement and guarantee of the Company to the subsidiary Tung Kai Unanimously approved by all Committee N/A
Construction Co., Ltd. member.
2024.05.14 29th meeting of Consolidated financial statements for Q1 2024 Unanimously approved by all Committee member. N/A
the 2nd term Proposal to evaluate debt-to-financial loans receivable for Q1 2024 Unanimously approved by all Committee member. N/A
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25
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Company’s
Date and session of the disposition on
Proposal content All Audit Committee members Opinions
Audit Committee meeting independent
director’s opinion
Application for the 1st private placement of ordinary shares Unanimously approved by all Committee N/A
in 2024. member.
Proposal to reclassify a self-occupied property of the
Company's Environmental Business Department at Unanimously approved by all Committee member. N/A
Guanyin Factory as investment property.
Retroactive approval of the Company’s application for a
short-term guarantee line of NTD 30 million from CTBC Unanimously approved by all Committee N/A
Bank to secure construction performance obligations member.
2024.06.26 30th meeting of
the 2nd term Extension of endorsements/guarantees of NTD 582,150 Unanimously approved by all Committee N/A
thousand to subsidiary Tung Kai Construction Co., Ltd. member.
Proposal to terminate endorsements/guarantees of NTD
40,000 thousand to subsidiary Tung Kai Construction Co., Unanimously approved by all Committee member. N/A
Ltd.
Proposal for endorsements/guarantees of NTD 52,410
thousand provided to subsidiary Tung Kai Construction Unanimously approved by all Committee member. N/A
Co., Ltd.
Proposal for the disposal of the equity interests held by the Unanimously approved by all Committee N/A
affiliate, Wingo Investment Co., Ltd. member.
The Company’s financial statements for Q2 2024 Unanimously approved by all Committee member. N/A
Proposal to evaluate debt-to-financial loans receivable for Unanimously approved by all Committee N/A
Q2 2024 member.
2024.08.09 31st meeting of Proposal for the Company's credit line with Taiwan Unanimously approved by all Committee N/A
the 2nd term Cooperative Bank member.
Proposal regarding the completion of corrective measures
for endorsements/guarantees provided to the Company's Unanimously approved by all Committee N/A
subsidiary Tung Kai Construction Co., Ltd., which member.
exceeded the limit
Rotation, appointment, and independence and qualification Unanimously approved by all Committee N/A
assessment of the CPA. member.
Amendment of certain articles to the Company’s “Articles Unanimously approved by all Committee N/A
2024.09.16 32nd meeting of of Incorporation” member.
the 2nd term Proposal to issue restricted stock awards. Unanimously approved by all Committee member. N/A
Proposal to dissolve the subsidiary, Xingrongxing Unanimously approved by all Committee N/A
Environmental Protection Technology Co., Ltd. member.
Application for the 2nd private placement of ordinary Unanimously approved by all Committee N/A
shares in 2024. member.
Proposal for the change in the number of times for the
2024.10.18 33rd meeting of the 2nd term 2private placement of ordinary shares of the Company in 024. Unanimously approved by all Committee member. N/A
Proposal to invest in and establish a subsidiary, Long Qiang Unanimously approved by all Committee N/A
Construction Co., Ltd. member.
Proposal for the Company to invest in Strong and Wise Unanimously approved by all Committee N/A
Material Tech Company to acquire a 60% equity interest member.
The Company’s consolidated financial statements for Q3 Unanimously approved by all Committee N/A
2024 member.
2024.11.12 34th meeting of Proposal to evaluate debt-to-financial loans receivable for Unanimously approved by all Committee N/A
the 2nd term Q3 2024 member.
The Company’s 2025 audit plan. Unanimously approved by all Committee member. N/A
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- (II) Other than those described above, any resolutions unapproved by the Audit Committee but approved by more than two-thirds of directors: None.
-
II. Avoidance of involvements in interest-conflicting agendas by Independent Directors; state the names of Independent Directors, the agenda, the nature of conflicting interests, and the voting process: None.
-
III. Communication between Independent Directors and internal/external auditors (e.g. discussions concerning the Company's financial and business affairs, the method of communication used, and the outcome).
-
The Company’s Independent Directors, through regular audit reports or financial statements, gain an understanding of the company's business and financial conditions, and discuss improvement proposals for any identified deficiencies.
-
The Company’s Independent Director communicate with the internal audit supervisor and the accountants during relevant board meetings to comprehend and discuss the company's business and financial conditions. They maintain regular communication with the internal audit supervisor or accountants as needed.
-
Supervisors' involvements in meeting of the Board of Directors: Not applicable as the Audit Committee has been established.
26
(III) Deviation and causes of deviation of the Company’s actual governance from the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies
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Actual governance Deviation and causes of
deviation from the Corporate
Item for evaluation Governance Best-Practice
Yes No Summary
Principles for TWSE/GTSM
Listed Companies
I. Does the Company base on the “Corporate Governance Best-Practice Principles for √ Our company has established corporate governance practices in accordance with the No significant nonconformity
TWSE/GTSM Listed Companies” to set up and disclose the Company’s corporate governance “Corporate Governance Best Practice Principles for TWSE/TPEx Listed
best-practice principles? Companies” and made them available for review on our website at
www.lmgte.com.tw and the Public Information Observation System.
II. The shareholding structure and shareholders’ equity of the Company
(1) Does the Company have the internal procedures regulated to handle shareholders’ proposals, √ (1) We have designated a spokesperson and a proxy spokesperson, and our website No significant nonconformity
doubts, disputes, and litigation matters; in addition, have the procedures implemented features a dedicated section for stakeholders to ask questions and receive
accordingly? responses.
(2) Does the Company possess the list of the Company’s major shareholders and the list of the √ (2) We obtain and report information on changes in shareholding by directors, No significant nonconformity
ultimate controllers of the major shareholders? supervisors, and major shareholders on a monthly basis. When there is a
suspension of share transfers, we acquire the shareholder registry from the share
registrar to monitor changes in company ownership.
(3) Does the Company establish and implement the risk control and firewall mechanism with the √ (3) Both The Company and related entities have appropriate management No significant nonconformity
related parties? personnel. Additionally, our company has established operational procedures
for subsidiary supervision, acquisition or disposal of assets, endorsement
guarantees, and fund lending, to regulate transactions and control measures with
related entities.
(4) Does the Company set up internal norms to prohibit the insiders from utilizing the undisclosed √ (4) We have established the "Insider Trading Prevention Operational Procedures" to No significant nonconformity
information to trade securities? prevent insider trading.
III. The constitution and obligations of the Board of Directors
(1) Does the Board of Directors plan to develop a diversification policy, specific management goals, √ (1) The Company's Board of Directors consists of nine members, including two No significant nonconformity
and implement them? female directors. Each director brings expertise in various fields such as law,
finance, business, and professional skills. With regard to the composition of the
Board of Directors, our company has implemented a policy of diversity.
(2) Does the Company, in addition to setting up the Remuneration Committee and Audit Committee √ (2) We have established a Remuneration Committee in compliance with the law No significant nonconformity
lawfully, have other functional committee set up voluntarily? and appointed three independent directors during the shareholder meeting on
June 25, 2019. We have also formed an Audit Committee and set up a Mergers
and Acquisitions Special Committee to operate in the event of any merger
plans. In the future, we will establish other functional committees as required.
(3) Does the company stipulate the Self-Evaluation on the Performance of the Board of Directors and √ (3) The Company has established a Board Performance Evaluation Method and No significant nonconformity
the evaluation approach, implement the performance evaluation on a regular basis every year, and conducts regular performance evaluations annually. The performance evaluation
report the evaluation result to the Board of Directors as the reference of individual director report for the fiscal year 2024 was presented to the Board of Directors on
remuneration and nomination for term renewal? March 26, 2025.
(4) Does the Company have the independence of the public accountant evaluated regularly? √ (4) The Company conducts an annual independent assessment of the external No significant nonconformity
auditors' independence. During the Board meeting on April 24, 2024 and
September 16, 2024, based on evaluation criteria such as scale, years of service,
professional fees, and whether they employ key decision-makers, the entire
Board of Directors approved the independence of the external auditors without
objections.
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27
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Actual governance Deviation and causes of
deviation from the Corporate
Item for evaluation Governance Best-Practice
Yes No Summary
Principles for TWSE/GTSM
Listed Companies
IV. Does bank designated qualified and proper number of personnel that specializes (or is involved) √ The General Administration Department of the Company was previously No significant nonconformity
in corporate governance affairs (including but not limited to providing directors/supervisors with responsible for corporate governance-related matters . On June 21, 2023, the Board
the information needed to perform their duties, assisting in the compliance matters for of Directors approved the establishment of a Corporate Governance Officer to be
directors/supervisors, convention of board meetings and shareholder meetings, company responsible for corporate governance-related matters (including but not limited to
registration and changes, preparation of board meeting and shareholder meeting minutes, etc)? providing directors and independent directors with information required for carrying
out duties and independent directors to comply with laws and regulations, handling
matters related to the meeting of the Board of Directors and shareholders' meetings
in accordance with the law, and preparing minutes of meeting of the Board of
Directors and shareholders' meetings).
V. Does the Company have established a communication channel for the stakeholders, set the √ The Company has set up an Investor and Stakeholder Relations section on our No significant nonconformity
stakeholder section on the Company’s website, and responded to the stakeholders regarding their company website. We have also appointed a spokesperson and a proxy spokesperson
concerns over corporate social responsibilities? as communication channels with stakeholders. They can contact us at any time
through phone calls, letters, faxes, and emails.
VI. Does the Company engage a share administration agency to handle shareholder meeting affairs? √ The Company have engaged Uni-President Securities, a professional share transfer No significant nonconformity
agency, to handle matters related to shareholder meetings.
VII. Information disclosure
(1) Does the Company have a website setup and the financial business and corporate governance √ (1) The Company have disclosed various financial and corporate governance No significant nonconformity
information disclosed? information on our website www.lmgte.com.tw and have reported or announced
financial business information in accordance with relevant regulations.
(2) Does the Company have adopted other information disclosure methods, such as establishing an √ (2) The Company has implemented a spokesperson system and have appointed a No significant nonconformity
English website, designating responsible person for collecting and disclosing information of the spokesperson and a proxy spokesperson. They are responsible for collecting and
Company, substantiating the spokesman system, placing the juristic person seminar program on disclosing company information, and we also disclose relevant information on
the Company’s website, etc.? √ our English website.
(3) Does the company publish and report the annual financial report 2 months after the end of the (3) The Company announces and reports financial reports and other documents Announced and reported in
fiscal year and publish and report the Q1, Q2 and Q3 financial reports and monthly operation within the specified deadlines. However, we have not announced and reported compliance with legal
report before the deadline? annual financial reports within two months after the end of the fiscal year. regulations.
VIII. Does the Company have other information that enables a better understanding of the Company's √ (1) Employee Rights: The Company has established employee work rules and No significant nonconformity
corporate governance practices (including but not limited to employee rights, employee care, complies with labor laws to safeguard the basic rights of employees.
investor relations, supplier relations, stakeholders' interests, continuing education of (2) Employee Welfare: The Company has set up an Employee Welfare Committee
directors/supervisors, implementation of risk management policies and risk measurements, and provide group insurance coverage to offer necessary assistance to
implementation of customer policy, and insuring against liabilities of company directors and employees in times of emergency.
supervisors)? (3) Investor Relations: The Company has a designated spokesperson as a
communication channel with investors and adhere to securities regulations to
protect the rights of investors.
(4) Supplier Relationships: The Company adheres to contractual agreements
signed with suppliers and have maintained good relationships with them over
the years.
(5) Stakeholder Rights: All stakeholders can contact the relevant departments
responsible for their respective attributes to communicate their concerns. We
have also set up a Stakeholder Relations section on our website
www.lmgte.com.tw to address various issues raised by stakeholders, including
employees, shareholders, and suppliers.
(6) Status of continuing education of directors and independent directors:
Name / Title Training date Organizers Course name Training hours
Cheng, Yun-Da Taiwan Corporate Seminar on
Independent 2024/03/20 Governance Strengthening 2.0
Director Association Resilience and
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28
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----- Start of picture text -----
Sustainability
Governance
Seminar on
Li, Meng-Chieh Taiwan Corporate Strengthening
Independent 2024/03/20 Governance Resilience and 2.0
Director Association Sustainability
Governance
(7) Risk management policies and risk assessments: The Company has established
an internal control system to guide our operations, and decision-making is
based on appropriate levels determined by the risk levels of each operation,
using decision matrices to ensure optimal risk control (detailed risk assessment
on pages 77-81).
(8) Implementation of Customer Policies: Our company fulfills its obligations
according to the engineering contracts signed with customers, and to date,
there have been no significant disputes.
(9) Director and Supervisor Liability Insurance: The company has set the coverage
of director and supervisor liability insurance at USD 5 million, as specified in
the articles of incorporation.
IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose enhancement measures for any issues that are yet to be rectified.
(Not required for companies not included in the evaluation): The Company simultaneously disclosed all the relevant information in English and made improvements based on the evaluation regarding the nature of the business and
the attributes of the investors.
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29
-
(V) Disclosure regarding the composition, responsibilities, and functioning of remuneration committee, if available:
-
Composition of Remuneration Committee: The Remuneration Committee was established on December 26, 2011. At present, the 5th term of the Remuneration Committee consists of three independent directors.
-
Responsibilities of the Remuneration Committee: setting and regularly reviewing the annual and long-term performance targets and remuneration policies, systems, standards and structures for the Company's directors and managers; regularly assessing the achievement of performance targets by the Company's directors and managers , and the content and amount of individual remuneration. The members of the Remuneration Committee fulfill their duties with due care and submit their recommendations to the Board of Directors for discussion, demonstrating their fiduciary responsibility.
1. Information of Remuneration Committee members
Information of Remuneration Committee members |
Information of Remuneration Committee members |
Information of Remuneration Committee members |
Information of Remuneration Committee members |
Information of Remuneration Committee members |
|---|---|---|---|---|
| Qualifications Identity Name Professional qualification and experience Independence Number of positions as Remuneration Committee member in other public companies |
||||
| Convener Cheng, Yun-Da Please refer to page 14 for information on directors (II) Please refer to page 14 for information on directors (II) 0 |
||||
| Committee member Shi, Yun-Ting Please refer to page 14 for information on directors (II) Please refer to page 14 for information on directors (II) 0 |
||||
| Committee member |
Li, Meng-Chieh | Please refer to page 14 for information on directors (II) |
Please refer to page 14 for information on directors (II) |
0 |
30
2. Operations of Remuneration Committee
-
(1) The Remuneration Committee of the Company consists of three members. The election of independent directors was held at the shareholders' general meeting on June 30, 2023.
-
(2) Duration of service: from June 1, 2022, to May 31, 2025. The Remuneration Committee held 3 meetings (A) in the last year; details of members’ eligibility and attendance are as follows:
| and attendance are as follows: | |
|---|---|
| Title Name Actual Attendance (B) Proxy Attendance Actual attendance rate (%) (B/A) |
Remarks |
| Convener Cheng, Yun- Da 3 0 100% |
|
| Committee member Shi, Yun-Ting 3 0 100% |
|
| Committee member Li, Meng- Chieh 2 1 66.67% |
|
| Other remarks: | |
| 1. In the event where the Remuneration Committee's proposal is rejected or amended in a board of directors |
|
| meeting, please describe the date and session of the meeting, details of the agenda, the board's resolution, | |
| and how the company had handled the Remuneration Committee's proposals (describe the differences | |
| and reasons, if any, should the board of directors approve a solution that was more favorable than the | |
| one proposed by the Remuneration Committee): None. | |
| 2. Should any member object or express qualified opinions to the resolution made by the Remuneration |
|
| Committee, whether on-record or in writing, please describe the date and session of the meeting, details | |
| of the agenda,the entire members' opinions,and how their opinions were addressed: None. |
31
(V) Implementation of Sustainable Development:
Implementation of Sustainable Development and Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies
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Implementation Deviation and causes of deviation from the
Initiatives Corporate Governance Best-Practice Principles for
Yes No Summary TWSE/GTSM Listed Companies
I. Has the company established a governance framework for promoting sustainable √ The Company established the Sustainable Development Committee in January 2025. The No significant nonconformity
development, appointed a dedicated unit for promoting sustainable development, General Administration Department is responsible for promoting the governance framework,
and authorized senior management by the Board of Directors to handle such while senior management, authorized by the Board of Directors, is tasked with handling
matters, with oversight from the Board of Directors? these matters and reporting progress to the Board from time to time.
II. Does the company conduct the environmental, social and corporate governance √ The company assesses risks related to environmental, social, and corporate governance issues No significant nonconformity
risk evaluation related to corporate operation based on the materiality principle that have a significant impact on shareholders and other stakeholders. Corresponding
and stipulate related risk management policies or strategies? strategies are implemented, such as revising internal control systems, enhancing corporate
governance regulations, issuing press releases, or holding press briefings.
III. Environmental issue
(1) Does the Company have an appropriate environmental management system √ (1) The company has implemented the ISO 14000 environmental management system and No significant nonconformity
established in accordance with its industrial character? established a management system that complies with environmental regulations.
(2) Is the Company committed to enhance the utilization efficiency of resources and √ (2) The company is committed to resource recycling policies and invests in the green No significant nonconformity
use renewable materials that are with low impact on the environmental? environmental recycling industry. We have established a Class B sludge treatment plant
and engage in solar energy businesses, contributing to environmental protection while
generating profits in business operations.
(3) Does the company evaluate the current and future potential risk and opportunity √ (3) The company's main operating location is the office, and the potential risks and Evaluated and implemented relevant measures in
brought by the climate change to the company and adopt related response opportunities of climate change on the company's current and future operations are accordance with legal regulations and the future
measures related to climate issue? minimal. Therefore, no specific measures have been taken to address climate-related scale of company operations.
√ issues.
(4) Does the company calculate the greenhouse gas emission volume, water (4) The Company's main operating location is the office, and the impact of water and Developed strategies for energy conservation,
consumption and total weight of wastes of the past 2 years and stipulate electricity usage on greenhouse gas emissions is negligible. However, in compliance carbon reduction, and greenhouse gas emissions in
management policies on energy saving and carbon reduction, water consumption with laws and regulations, the Company conducted statistics on its greenhouse gas compliance with legal regulations and the future
reduction or other wastes? emissions and water usage for 2024 and compiled related reports accordingly. scale of company operations.
IV. Social issue
(1) Does the Company have the relevant management policies and procedures √ (1) The company has formulated relevant corporate social responsibility policies and No significant nonconformity
stipulated in accordance with the relevant laws and regulations and international procedures in accordance with the guidelines and regulations published by the
conventions on human rights? competent authority on corporate social responsibility practices.
(2) Does the company stipulate and implement reasonable employee benefits √ (2) The company has established work rules and a welfare committee to implement No significant nonconformity
measures (including remuneration, leaves and other benefits) and properly reflect employee welfare measures, including compensation, leave, and other benefits.
the operation performance or result on employee remuneration?
(3) Does the Company provide employees with a safe and healthy work √ (3) The office building has administrators and security personnel, and access control No significant nonconformity
environment, and provide safety and health education to employees regularly? measures are in place for visitors. Regular fire inspections are conducted to ensure a
safe working environment for employees. Employees are covered by labor insurance
and group insurance benefits. The company regularly conducts employee health
check-ups and provides on-the-job training to enhance professional knowledge and
skills. As the company operates in the mechanical and electrical engineering industry,
various safety measures are implemented in accordance with legal requirements
during construction projects. The company also participates in relevant occupational
safety training provided by the competent authority to prevent occupational accidents.
(4) Does the Company have an effective career capacity development training √ (4) The company fosters employees' career capabilities through employee education and No significant nonconformity
program established for the employees? training programs or based on individual needs.
(5) Is the company in compliance with laws and regulations and international √ (5) The company complies with relevant regulations in all its services due to industry No significant nonconformity
standards on safety and health, customer privacy, marketing and labels on characteristics.
products and services? Does the company stipulate policies and complaint
procedures that protects consumers’ rights and interests?
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32
| Initiatives | Implementation Deviation and causes of deviation from the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies Yes No Summary |
|---|---|
| (6) Does the company stipulate supplier management policies that require suppliers to comply with environmental, occupational safety and health or labor rights regulations and their implementation status? |
√ (6) The company strictly requires suppliers to adhere to relevant regulations concerning occupational safety and health issues. No significant nonconformity |
| V. Does the company prepare the reports like Sustainability Report that disclose non- financial information in accordance with the internationally recognized standards or guidelines? Do the aforementioned reports acquired the assurance or guarantees from the thirdpartyverification unit? |
√ The Company has prepared the 2024 Sustainability Report and will upload it to the MOPS by the end of August 2025. Prepared in accordance with legal regulations and the future scale of company operations. |
| VI. For companies which have established sustainable development code of conduct in accordance with the “Sustainable Development Best-Practice Principles for TWSE and TPEX Listed Companies,” please describe the current practices and any deviations from the code of conduct: The Company adopted the Sustainable Development Best-Practice Principles as resolved by the Board of Directors on August 8, 2023, and uploaded it to its website at www.lmgte.com.tw and the MOPS for reference. There is no significant nonconformity. |
|
| VII. Other information useful to the understanding of the implementation of sustainability development: (1) Employee Welfare: The Company has set up an Employee Welfare Committee and provide group insurance coverage to offer necessary assistance to employees in times of emergency. (2) Investor Relations: The Company has a designated spokesperson as a communication channel with investors and adhere to securities regulations to protect the rights of investors. (3) Supplier Relationships: The Company adheres to contractual agreements signed with suppliers and have maintained good relationships with them over the years. (4) Stakeholder Rights: All stakeholders can contact the relevant departments responsible for their respective attributes to communicate their concerns. We have also set up a Stakeholder Relations section on our website www.lmgte.com.tw to address various issues raised by stakeholders, including employees, shareholders, and suppliers. (5) As the company primarily engages in M&E System Integration Engineering and is not classified as a major pollutant-emitting industry, there is no significant risk of causing environmental pollution. Additionally, the Company has implemented the ISO 14000 environment system and established a management system that complies with environmental regulations. |
Climate-related information of listed companies
1 Climate-related information implementation
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Item Implementation
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| 1 Climate-related information implementation | 1 Climate-related information implementation |
|---|---|
| Item Implementation |
|
| 1. Describe the monitoring and governance of climate-related risks and opportunities by the Board of Directors and management. 2. Describe how the identified climate risks and opportunities affect the Company's business, strategy and finance (short-, medium-, and long- term). 3. Describe the financial impact of extreme climate events and transformation actions. 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. 5. If a scenario analysis is used to assess the resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors, and main financial impacts used shall be described. 6. If there is a transformation plan in place to manage climate-related risks, specify the content of the plan, and the indicators and targets used to identify and manage physical risks and transformation risks. 7. If internal carbon pricing is used as a planning tool, the basis for setting the pricing shall be stated. 8. If climate-related goals have been set, specify the activities covered, the scope of GHG emissions, the planned schedule, and the progress made in each year. If carbon credits or renewable energy certificates (RECs) are used to achieve the relevant targets, the source and quantity of carbon credits to be offset or the quantity of renewable energy certificates (RECs) shall be specified. 9. GHG inventory and assurance status, as well as reduction goals, strategies, and concrete action plans (please fill in 1-1 and 1-2 separately). |
The Company established the Sustainable Development Committee in January 2025. The first term of the Committee is composed of three independent directors. The General Administration Department is responsible for promoting the governance framework and reporting progress to the Board from time to time. Going forward, the Company will comply with the laws and regulations and schedule requirements of the competent authority to evaluate the coordination of various issues and take related countermeasures. The Company has prepared the 2024 Sustainability Report and GHG Inventory Report and will upload them to the MOPS by the end of August 2025. |
33
1-1 GHG Inventory and Assurance for the Most Recent Two Years
1-1-1 GHG Inventory Information
Describe the GHG emission volume (metric tons CO2e), intensity (metric tons CO2e/NTD million), and data coverage for the most recent two years. Information on the Company’s GHG emissions inventory will be included in the Sustainability Report and disclosed on the Market Observation Post System, covering both the Head Office and the Guanyin Factory.
Note 1: Direct emissions (Scope 1, i.e. directly from emission sources owned or controlled by the Company), indirect emissions from energy (Scope 2, i.e. indirect GHG emissions from imported electricity, heat or steam), and other indirect emissions (Scope 3, i.e., emissions from the Company’s activities that are not indirect emissions from energy, but are from sources owned or controlled by other companies).
- Note 2: The data coverage of direct emissions and indirect emissions from energy shall be handled in accordance with the schedule specified in Paragraph 2, Article 10 of the Guidelines. Other indirect emissions can be voluntarily disclosed.
Note 3: GHG inventory standard: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standardization (ISO).
Note 4: The intensity of GHG emissions can be calculated per unit of product/service or turnover, but at least the data calculated in terms of turnover (NTD million) should be stated.
1-1-2 GHG Assurance Information
A description of the assurance status for the most recent two years as of the publication date of the annual report, including the scope of assurance, institutions of assurance, criteria of assurance, and opinions of assurance.
The Company’s complete assurance information will be included in the Sustainability Report and disclosed on the Market Observation Post System
Note 1: The Company shall act in accordance with the schedule specified in Article 10, Paragraph 2 of the Guidelines. If the Company fails to obtain the full assurance opinion on GHG by the publication date of the annual report, it is necessary for the Company to indicate "Complete assurance information will be disclosed in the Sustainability Report". If the company does not prepare a sustainability report, specify "Complete assurance information will be disclosed on the Market Observation Post System" and disclose complete assurance information in the next annual report.
- Note 2: The assurance institutions shall comply with the requirements set forth by the Taiwan Stock Exchange Corporation and the Taipei Exchange of the Republic of China for assurance institutions.
Note 3: Please refer to the Best Practice Examples on the website of the Corporate Governance Center of Taiwan Stock Exchange for disclosure.
1-2 GHG Reduction Goals, Strategies and Specific Action Plans
Describe the GHG reduction base year and its data, reduction targets, strategies, and concrete action plans, and achievement of the reduction targets.
The Company's GHG reduction base year and data, reduction targets, strategies and specific action plans, and the achievement of reduction targets will be handled according to the schedule prescribed by law
Note 1: This shall be processed in accordance with the schedule prescribed in Article 10, Paragraph 2 of the Guidelines.
-
Note 2: The base year should be the year that the inventory is completed at the boundary of the consolidated financial statements. For example, according to Article 10, paragraph 2 of the Guidelines, a company with a capital of more than NTD 10 billion should complete the consolidated financial report of 2024 in 2025, so the base year is 2024. If the Company has completed the inventory of the consolidated financial statements ahead of schedule, the earlier of the base year can be used as the base year, and the data of the base year can be calculated by a single year or the average of several years.
-
Note 3: Please refer to the Best Practice Examples on the website of the Corporate Governance Center of Taiwan Stock Exchange for disclosure.
34
(VI) The company’s fulfilling integrity management with the measures taken
Deviation and causes of deviation between the implementation of ethical corporate management and Ethical Corporate Management Best Practice Principles for TPEx-Listed Companies
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Deviations from Ethical Corporate
Management Best Practice Principles
Actual governance
Item for evaluation for TWSE/TPEX-Listed Companies
and the causes of such deviations
Yes No Summary
I. Establishing ethical management policies and plans
(1) Has the Company stipulated the ethical corporate management policies approved by the Board √ (1) The company has adopted an Ethical Corporate Management Best Practice Principles, No significant nonconformity
of Directors and stated in its Memorandum or external correspondence about the polices and approved by the Board of Directors, and ensures the implementation of ethical
practices it has to maintain business integrity? Are the board of directors and the management management in work regulations and other rules.
committed in fulfilling this commitment?
(2) Does the company establish the evaluation mechanism on the risk of unethical conducts, √ (2) The company clearly stipulates in its employee work regulations and Ethical Corporate No significant nonconformity
analyze and evaluate business activities with higher risk of unethical conducts within the Management Best Practice Principles the penalties for violations of ethical management.
business scope on a regular basis, and stipulate unethical conducts prevention projects that at The management regularly checks and reviews to prevent the occurrence of unethical
least covers the prevention measures provided in Paragraph 2, Article 7 of the “Ethical behavior risks.
Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies”?
(3) Does the company have any measures against unethical conducts? Are these measures √ (3) The company strictly prohibits employees from taking advantage of their positions, No significant nonconformity
supported by proper procedures, behavioral guidelines, disciplinary actions and complaint engaging in opportunistic behaviors, concealing information, seeking undue benefits,
systems and being reviewed for amendments to these measures on a regular basis? accepting gifts, kickbacks, commissions, price differentials, or other improper benefits.
An anonymous complaint box is set up on the website.
II. Enforcing ethical management
(1) Does the Company evaluate the integrity of all counterparties it has business relationships √ (1) The company conducts due diligence on business counterparts and fulfills contractual No significant nonconformity
with? Are there any integrity clauses in the agreements it signs with business partners? obligations when dealing with suppliers, adhering to the principle of ethical
management.
(2) Does the company establish a responsible unit under the Board of Directors for promoting √ (2) The Company's Board of Directors has resolved on August 8, 2023 to establish the No significant nonconformity
ethical corporate management, which reports the ethical management policy and projects for Ethical Corporate Management Committee as the full-time unit under the Board of
prevention on unethical conducts and the monitoring implementation to the Board of Directors Directors to promote corporate ethical management. Auditors will be engaged to check
on a regular basis (at least once per year)? whether transactions are in compliance with the internal control system regularly and
from time to time. The Committee reports to the directors and independent directors at
the Board meeting.
(3) Does the Company have any policy that prevents conflict of interest, and channels that √ (3) The Ethical Corporate Management Best Practice Principles includes provisions to No significant nonconformity
facilitate the report of conflicting interests? prevent conflicts of interest, and any conflicts of interest encountered during board or
management meetings will be fully discussed and resolved.
Deviations from Ethical Corporate
Management Best Practice Principles
Actual governance
for TWSE/TPEX-Listed Companies
Item for evaluation and the causes of such deviations
Yes No Summary
(4) Does the company establish effective accounting and internal control system for the √ (4) Accounting and internal control systems have been established and are implemented in No significant nonconformity
implementation of ethical management that the internal audit unit drafts related audit projects accordance with the established procedures. Internal auditors regularly and randomly
in accordance with the evaluation result on the risk of unethical conducts and audit the check compliance with various systems and submit audit reports to the Board of
compliance of unethical conduct prevention project or entrusts CPA for audits? Directors.
(5) Does the Company organize internal or external training on a regular basis to maintain √ (5) Efforts have been made to promote awareness of ethical management. In the future, Regularly organize internal and
business integrity? periodic ethics education and training will be conducted, gradually incorporating the external education and training on
provisions of the Ethical Corporate Management Best Practice Principles. integrity management in compliance
with legal regulations.
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35
| III. (1) (2) (III) |
Reporting of misconducts Does the Company provide incentives and means for employees to report misconducts? Does the Company assign dedicated personnel to investigate the reported misconducts? √ (1)The company has established provisions for whistleblowing in the Ethical Corporate Management Best Practice Principles and has set up a reporting mailbox on the website. There are dedicated personnel responsible for receiving and handling reports. No significant nonconformity Does the Company have the standard investigating procedures, follow-up measures to be adopted and related confidentiality mechanism established for the incidents being reported? √ (2) The Ethical Corporate Management Best Practice Principles includes relevantoperating procedures and confidentiality mechanisms. No significant nonconformity Has the Company provided proper whistleblower protection? √ (3)The Ethical Corporate Management Best Practice Principles includes measures for protection and safeguarding. No significant nonconformity |
|---|---|
| IV. (1) |
Enhanced information disclosure Has the Company disclosed its ethical management principles and progress onto its website and Market Observation Post System (MOPS)? √ (1)The company has disclosed information related to the Ethical Corporate Management Best Practice Principles on its website, www.lmgte.com.tw, and on public information observation platforms. The company also discloses its compliance with ethical management and the measures taken in its annual report. No significant nonconformity |
| V. | For companies which have established Ethical Corporate Management Best Practice Principles of conducts in accordance with the “Corporate Governance Best-Practice Principles for TWSE and TPEX Listed Companies,” please describe the current practices and anydeviations from the code of conduct: None. |
| VI. | Other important information that is helpful in understanding the corporate ethical management operation of the Company? (Such as, the Company has the corporate ethical management best practice principles amended, etc.): None |
| (1) External Communication: The company has a spokesperson or authorized representative who can assist stakeholders in consultingand addressing relevant issues. Additionally, the company promptly discloses significant information regarding its |
|
| financial operations and other important matters through the "Public Information Observation Platform" in compliance with the law. | |
| (2) Internal Regulation: Commercial transactions are conducted in accordance with the company's internal control system. The company also provides proper channels for reporting and complaints, and disciplinary measures for violations are stipulated |
|
| inpersonnel management regulations. |
- (VII) The company has established corporate governance guidelines and related regulations. These can be accessed throughthe company's website at www.lmgte.com.twand the Public Information Observation Platform atwww.mops.twse.com.tw.
(VIII) Other information enabling better understanding of the Company’s corporate governance: None.
36
(IX) Implementation of internal control policies
- Declaration of Internal Control
Lung Ming Green Energy Technology Engineering Co., Ltd.
Declaration of Internal Control System
Date: March 26, 2025
The following declaration had been made based on the 2024 self-assessment of the Company’s internal control policies:
-
I. The Company acknowledged that our board members and managers have the sole responsibility to create, implement, and maintain the internal control system; and has established such a system. The purpose of this system is to provide reasonable assurance in terms of business performance, efficiency (including profitability, performance, asset security etc), reliable, timely and transparent financial reporting, and regulatory compliance.
-
II. Due to the limitated nature of the system, it can only provide reasonable assurances for the three categories aforementioned. Moreover, the system could be revised from time to time due to changes in environment and circumstances. However, self-supervision measures were implemented within the Company’s internal control policies to facilitate immediate rectification once procedural flaws have been identified.
-
III. We chose examination categories for determining the efficiency of internal control based on “Regulations Governing Establishment of Internal Control Systems by Public Companies (The Governing Regulation, henceforth)”. The criteria introduced by the " Regulations" consisted of five major elements, each representing a different stage of internal control: 1. Control environment, 2. Risk evaluation and response, 3. Procedural control, 4. Information and communication, 5. Supervision. Each element further contains several items. Please refer to the Regulations for the details.
-
IV. We have used the internal control system mentioned above to review the system’s design and implementation status.
-
V. Based on the evaluations described above, the Company considers the design and execution of its internal control system to be were effective, except for those mentioned above, as at December 31, 2024. This system (including the supervision and management of subsidiaries) has provided assurance with regards to the Company's business results, target accomplishments, reliability, timeliness and transparency of reported financial information, and its compliance with relevant laws.
-
VI. The Declaration will constitute a major part of the Annual Report and Prospectus and be published. Any illegal misrepresentation or non-disclosure in the public statement above are subject to legal consequences described in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. The Declaration was approved by the Board of Directors on March 26, 2025. Among the 8 directors present, 0 directors had objections, and 8 directors agreed with the content of this Declaration.
Lung Ming Green Energy Technology Engineering Co., Ltd.
Chairman: Hsu, Chin-Lung (signature or seal) President: Lu, Chin-Huang (signature or seal)
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37
-
If the internal control policy was reviewed by an external auditor, the result of such review must be disclosed: None.
-
(X) The company and its internal staff being punished according to law, the internal staff in violation of internal control system being punished by the company, major nonconformities, and corrective actions in the most recent year and up to the publication date of the annual report: None
-
(XI) Major resolutions made by the Shareholders’ Meeting and the Board of Directors during the latest financial year, up till the publication date of this annual report
1. Important resolution reached by the Board of Directors:
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General Important resolution Implementation
Shareholders’
Meeting Date
2024.06.06 1. Ratification of 2023 business report and 1. Implemented as acknowledged.
financial report
2. Ratification of 2023 deficit compensation. 2. Implemented as acknowledged.
3. Passed the proposal for changes to purpose 3. Implemented as approved.
of funds from the Company's 2023 private
placement of common shares
4. Amendments to the Company’s “Articles of 4. Implemented as approved.
Incorporation”
5. Proposal of 2024 private placement for 5. Implemented as approved.
common shares
6. Issuance of restricted stock awards 6. Implemented as approved.
2024.11.19 1st 1. Amendments to the Company’s “Articles of 1. Implemented as approved.
Extraordinary Incorporation”
Shareholders' 2. Issuance of restricted stock awards 2. Implemented as approved.
Meeting 3. Proposal for the change in the number of 3. Implemented as approved.
times for the private placement of ordinary
shares of the Company in 2024
4. By-election of directors 4. Implemented as approved.
5. Release of non-compete clause for newly 5. Implemented as approved.
elected directors
2. Major board of directors resolutions
Date of Board of Important resolution
Directors meeting
1. Passed the re-appointment of legal person director representatives for subsidiary Tung Kai
Construction Co., Ltd.
2. Passed the re-appointment of legal person director representatives for subsidiary Gampire
Technology Co., Ltd.
3. Passed the release of non-compete clause for directors of subsidiaries
2024.01.11 4. Passed the adjustment of the company's spokesperson and deputy spokesperson.
5. Passed the appointment of the COO of the Company
6. Passed the remuneration for the new COO of the Company
7. Passed the distribution of 2023 year-end bonuses for managers of the Company and subsidiaries
8. Passed the adjustment of 2024 food allowance for managers of the Company and subsidiaries
9. Passed the change of seal custodian and bank key custodian of the Company and subsidiaries
1. Passed the resolution to retrospectively approve the salary adjustment for the company's
managers.
2. Passed the distribution of 2023 year-end bonuses and project performance bonuses to the
2024.02.07 Company's managers
3. Passed the assignment of Vice President of the subsidiary Tung Kai Construction Co., Ltd.
4. Passed the appointment of the Chief Legal Officer of the Group
5. Passed the salary of the Vice President of Tung Kai Construction Co., Ltd.
1. Passed the self-closed 2023 consolidated financial information
2024.03.14 2. Passed the time, place, agenda, election matters for the 2024 general shareholders' meeting, and
time and place for acceptance of shareholders' proposals
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2. Major board of directors resolutions
38
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1. Passed the review of effectiveness of the Company's internal control system and Declaration of
Internal Control System - 2023
2. Passed the evaluation of debt-to-financial loans receivable for 2023
2024.03.27
3. Passed the 2023 business report and financial report
4. Passed the improvements when the Company's accumulated losses have reached one half of the
paid-in capital
5. Passed the 2023 distribution of remuneration to directors, supervisors and employees of the
Company
6. Passed the proposal for 2023 deficit compensation
7. Passed the 2024 private placement of common shares
8. Amendment of certain articles to the Company’s “Articles of Incorporation”
2024.03.27 9. Approval of issue of new restricted employee shares.
10. Passed the time, place, agenda, election matters for the 2024 general shareholders' meeting, and
time and place for acceptance of shareholders' proposals
11. Passed the Company's cash capital increase in subsidiary Tung Kai Construction Co., Ltd.
12. Passed the termination of partial endorsements/guarantees from the Company's subsidiary Tung
Kai Construction Co., Ltd.
1. Passed the appointment of the Company's CEO and vice CEO
2. Passed the evaluation on the renewal, remuneration, independence and suitability of CPAs in
2024 and 2025
3. Passed the change of seal custodian and bank key custodian of the Company and subsidiaries
4. Passed the evaluation and authorization of investment projects in green power generation business
2024.04.24
5. Passed the amendment to the Company’s “Rules of Procedure for Board Meetings”
6. Passed the amendment to the Company's "Audit Committee Charter"
7. Amendment of certain articles to the Company’s “Articles of Incorporation”
8. Passed the time, place, agenda, election matters for the 2024 general shareholders' meeting, and
time and place for acceptance of shareholders' proposals
1. Passed the 2023 2nd private placement of common shares
2. Passed the proposal to reclassify a self-occupied property of the Company's Environmental
Business Department at Guanyin Factory as investment property.
2024.05.09
3. Passed the endorsement and guarantee of the Company to the subsidiary Tung Kai Construction
Co., Ltd.
4. Passed the assignment of President of the subsidiary Tung Kai Construction Co., Ltd.
1. Passed the evaluation of debt-to-financial loans receivable for Q1 2024
2024.05.14
2. Passed the salary and remuneration of the Vice President of Tung Kai Construction Co., Ltd.
1. Passed the 2024 1st private placement of common shares
2. Passed the proposal to reclassify a self-occupied property of the Company's Environmental
Business Department at Guanyin Factory as investment property.
3. Passed the retroactive approval of the Company’s application for a short-term guarantee line of
NTD 30 million from CTBC Bank to secure construction performance obligations
4. Passed the extension of endorsements/guarantees of NTD 582,150 thousand to subsidiary Tung
Kai Construction Co., Ltd.
2024.06.26
5. Passed the proposal to terminate endorsements/guarantees of NTD 40,000 thousand to subsidiary
Tung Kai Construction Co., Ltd.
6. Passed the proposal for endorsements/guarantees of NTD 52,410 thousand provided to subsidiary
Tung Kai Construction Co., Ltd.
7. Passed the proposal for the disposal of the equity interests held by the affiliate, Wingo Investment
Co., Ltd.
8. Passed the change of seal custodian and bank key custodian of the Company and subsidiaries
1. Passed the evaluation of debt-to-financial loans receivable for Q2 2024
2. Passed the proposal for the Company's credit line with Taiwan Cooperative Bank
2024.08.09
3. Proposal regarding the completion of corrective measures for endorsements/guarantees provided
to the Company's subsidiary Tung Kai Construction Co., Ltd., which exceeded the limit
1. Passed the rotation, appointment, and independence and qualification assessment of the CPA.
2. Passed the by-election of directors and nominations acceptance
3. Passed the Proposed agreement to lift competition restrictions on the Company’s newly elected
directors
4. Amendment of certain articles to the Company’s “Articles of Incorporation”
2024.09.16
5. Approval of issue of new restricted employee shares.
6. Passed the time, place and agenda for the Company's 2024 first extraordinary shareholders'
meeting, and time and place for acceptance of shareholder nominations
7. Passed the proposal to dissolve the subsidiary, Xingrongxing Environmental Protection
Technology Co., Ltd.
1. Passed the 2024 2nd private placement of common shares
2. Passed the proposal for the change in the number of times for the private placement of ordinary
2024.10.18 shares of the Company in 2024
3. Passed the review of the list of director candidates nominated by the Board of Directors
4. Passed the proposal to invest in and establish a subsidiary, Long Qiang Construction Co., Ltd.
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39
-
Passed the appointment of legal person director representatives and Supervisor for the subsidiary, Long Qiang Construction Co., Ltd. 6. Approved the release of non-compete clause for directors of the subsidiary, Long Qiang Construction Co., Ltd. 7. Passed the proposal for amendments to the Company’s organizational structure. 8. Passed the proposal to invest in Strong and Wise Material Tech Company to acquire a 60% equity interest 9. Passed the time, place and agenda for the Company's 2024 first extraordinary shareholders' meeting, and time and place for acceptance of shareholder nominations 1. Passed the evaluation of debt-to-financial loans receivable for Q3 2024 2024.11.12 2. Passed the Company's 2025 internal audit plan
-
(XII) Documented opinions or declarations made by Directors or Supervisors against the major resolutions of the Board of Directors in the most recent year, up until the publication date of this annual report: None.
V. Disclosure of auditors' remuneration
Disclosure of CPAs’ remuneration
Amount Unit: NTD thousand
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Name of Audit Non-Audit
Name of CPA Audit period Total Remarks
CPA firm fee Fees
Crown & 1. The audit fees for the
Co., CPAs CHANG,CHIN-TE 2024/01/01-2024/12/31 whole year of 2024
2. Non-audit fees were
HUANG,CHIH- 2,820 100 2,920 paid for the capital
2024/01/01-2024/09/09
FU audit attesting fees and
issuance of new shares
Lee, Yu-Chih 2024/09/10-2024/12/31
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-
(I) Commissioning another CPA and the audit fees paid in the changing year is less than the audit fee paid in the prior year: None
-
(II) Audit fees is reduced by more than 15% from the previous year: None
VI. Change of CPA
(I) Information relating to the former auditor:
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Date of replacement September 16, 2024, as approved by the Board of Directors
Reason for reappointment Change of CPA due to internal rotation within Crown & Co., CPAs
Parties involved
Whether the termination of audit CPA Client
Status
service was initiated by the client
Service terminated by
or by the auditor
Service no longer accepted (continued) by
Reasons for issuing opinions None.
other than unqualified opinions in
the last 2 years
Yes Accounting principles or practices
Disclosure of financial statements
Audit coverage or procedures
Any disagreement with the issuer
Others
No V
Description
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40
| Supplementary disclosure (Disclosures deemed necessary under Item 1-4 to Item 1-7, Subparagraph 6, Article 10 of the Guidelines) |
None. |
|---|---|
(II) Information relating to the succeeding auditor:
| (II) Information relating to the succeeding auditor: |
(II) Information relating to the succeeding auditor: |
|---|---|
| Name ofCPA firm Crown& Co., CPAs |
|
| Name ofCPA Chang, Chin-Te andLee,Yu-Chih |
|
| Date of appointment September 16, 2024, as approved by the Board of Directors |
|
| The inquiry regarding the accounting process or principles for specific transactions and the possible opinions to be expressed on the financial statements before commissioning the CPAs, and theresults None. |
|
| The written opinions of the successor CPAs different fromthe predecessorCPAs |
None. |
-
(III) The former accountant's reply to Article 10, paragraph 6, item 1 and item 2 of item 3 of the Guidelines: None.
-
VII. The company’s chairman, president, and finance or accounting manager has worked in the CPA Firm contracted for auditing service or its affiliated companies within the year: None.
VIII. Details of shareholdings transfers and share collateralization within the latest year, up till the publication date of this annual report, initiated by directors, supervisors, managers and shareholders with more than 10% ownership interest
(I) Shareholding changes of directors, supervisors, managers, and major shareholders
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2024 Current year up to May 22
Title Name Increase Increase
Shareholding increase (Decrease) in Shareholding (Decrease) in
(decrease) shares increase (decrease) shares
collateralized collateralized
Director and major shareholder Huayang Venture Capital Co., Ltd. 2,543,000 0 0 0
Director/Chairman Representative: Hsu, Chin-Lung 13,487,019 0 1,435,500 0
Director and major shareholder Huayang Venture Capital Co., Ltd. 2,543,000 0 0 0
Director/Vice Chairman Representative: Kuo, Hui-Lan 2,699,016 0 0 0
Director and major shareholder Huayang Venture Capital Co., Ltd. 2,543,000 0 0 0
Director Representative: Pan, Chi-Hsiu 0 0 0 0
Director Songshan Investment Co., Ltd. 0 0 0 0
Representative: Peng, Kuo-Lun 0 0 0 0
Director Huayang Venture Capital Co., Ltd. 2,543,000 0 0 0
Representative: Zhou, Ji-Ping (Note 1) 0 0 0 0
Director Huayang Venture Capital Co., Ltd. 2,543,000 0 0 0
Representative: Chen, Zhen-Wei (Note 2) 0 0 0 0
Independent Director Cheng, Yun-Da 0 0 0 0
Independent Director Shi, Yun-Ting 0 0 0 0
Independent Director Li, Meng-Chieh 0 0 0 0
President Lu, Chin-Huang (Note 3) 0 0 0 0
VP CHEN,CHIEN-HSIUNG 0 0 0 0
Chief Financial Officer (Financial
officer) and Corporate Lin, Che-Chi (Note 4) 0 0 0 0
Governance Officer
Assistant V.P. HUANG,CHIH-PING 0 0 0 0
Assistant V.P. Lin, Hsin-Yi (Note 5) 0 0 0 0
Corporate Governance Officer
(Resigned) Audit officer (Newly Su, Sheng-Chieh (Note 6) 0 0 0 0
appointed)
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41
| Title Name |
Title Name |
2024 Current year up to May 22 |
2024 Current year up to May 22 |
2024 Current year up to May 22 |
2024 Current year up to May 22 |
|---|---|---|---|---|---|
| Shareholding increase (decrease) Increase (Decrease) in shares collateralized Shareholding increase (decrease) Increase (Decrease) in shares collateralized |
|||||
| Accounting officer and finance officer (Resigned) |
CHANG,CHI-TING (Note 7) | 0 | 0 | 0 | 0 |
-
Note 1: Appointed as a new director on November 19, 2024. Therefore, the transfer of share ownership and pledge changes was effective from that date.
-
Note 2: Appointed as a new director on November 19, 2024. Therefore, the transfer of share ownership and pledge changes was effective from that date.
-
Note 3: Resigned as President on May 13, 2025. Therefore, the transfer of share ownership and pledge changes is effective until that date.
-
Note 4: Newly appointed as Chief Financial Officer and Corporate Governance Officer on May 13, 2025. Therefore, the transfer of share ownership and pledge changes were effective from that day.
-
Note 5: Appointed as Assistant Manager on January 21, 2025. Therefore, the transfer of share ownership and pledge changes is effective from that day.
-
Note 6: Resigned from the position of Corporate Governance Officer and assumed the role of Audit officer on May 13, 2025. Therefore, the transfer of share ownership and pledge changes were effective from that day.
-
Note 7: Resigned from the position of Financial officer on May 13, 2025. Therefore, the transfer of share ownership and pledge changes is effective from that day.
-
(II) Information on the related party that is the counterparty of the share transfer: None
-
(III) Information on the related party that is the counterparty of equity pledge: None
-
IX. Information regarding the interrelationship among the top 10 shareholders based on their shareholding percentage
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Closure period on April 25, 2025
Information on top 10 shareholders in
Shares held by spouse and Shares held in the names proportion of shareholdings and are related
Shareholder’s shareholding underage children of others to one another or kin at the second pillar
Name under the Civil Code to one another, their
names and relations.
Number of Percentage Number of Percentage Number of Percentage Title (or Name)
shares held shares held shares held Relationship
Representative of Hua Huayang Venture
Yang Venture Capital Co., Ltd.: Hsu, Chin- 11,600,000 15.87% 0 0.00% 0 0.00% Representative: Hsu, Capital Co., Ltd. Second-degree relatives -
Lung 19,222,520 26.31% 0 0.00% 0 0.00% Bao-Chen
Representative of Hua Huayang Venture
Yang Venture Capital Co., Ltd.: Hsu, Bao-Chen 11,600,000 15.87% 0 0.00% 0 0.00% Representative: Hsu, Capital Co., Ltd. Second-degree relatives -
0 0.00% 0 0.00% 0 0.00% Chin-Lung
Representative of
Evergreat E&C Co., Ltd.: 3,500,000 4.79% 0 0.00% 0 0.00% None None -
He, Zong-Lun 2,250,000 3.08% 0 0.00% 0 0.00%
Representative of Hua
Yang Venture Capital 11,600,000 15.87% 0 0.00% 0 0.00% None None -
Co., Ltd.: Kuo, Hui-Lan 2,699,016 3.69% 0 0.00% 0 0.00%
He, Zong-Lun 2,250,000 3.08% 0 0.00% 0 0.00% None None -
Representative of Sung
CHEN, FENG-LING 1,494,777 2.05% 0 0.00% 0 0.00% Shan Investment Co., First-degree Relatives -
Ltd.: Lin, Shih-Hsun
Su, Yen-Ru 1,135,000 1.55% 0 0.00% 0 0.00% None None -
Wang, Hai-Ling 1,125,000 1.54% 0 0.00% 0 0.00% None None -
Representative of Hua -
Yang Venture Capital 11,600,000 15.87% 0 0.00% 0 0.00% None None
Co., Ltd.: Pan, Chi-Hsiu 1,000,000 1.37% 271,500 0.37% 0 0.00%
Representative of Sung -
Shan Investment Co., 699,999 0.96% 0 0.00% 0 0.00% CHEN,FENG-LING First-degree
Relatives
Ltd.: Lin, Shih-Hsun 0 0.00% 1,494,777 2.05% 0 0.00%
Remarks
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X. Investments jointly held by the Company, the Company’s directors, supervisors, managers, and enterprises directly or indirectly controlled by the Company; disclose shareholding in aggregate of the above parties
42
December 31, 2024 Unit: shares; %
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Held by directors,
supervisors, managers, Aggregate ownership
Held by the Company
and directly or indirectly interest
Investments (Note 1) controlled enterprises
Number of Shareholdin Number of Shareholding Number of Shareholding
shares g percentage shares percentage shares percentage
TUNG KAI TECHNOLOGY
1,330,000 100% 0 0% 1,330,000 100%
ENGINEERING CO., LTD. (SAMOA)
Tung Kai Construction Co., Ltd 50,000,000 100% 0 0% 50,000,000 100%
TUNG CHUANG RESOURCE
800,000 100% 0 0% 800,000 100%
TECHNOLOGY CO., LTD.
Gampire Technology Co., Ltd. 15,550,000 100% 0 0% 15,550,000 100%
Xingrongxing Environmental 0 0% 0 0% 0 0%
Protection Technology Co., Ltd.
Shuangjian Photoelectric Limited 1,560,000 30% 0 0% 1,560,000 30%
Tung Kai Technology Engineering - - - 100% - 100%
(Shanghai) Co., Ltd.
Wingo Investment Co., Ltd. 0 0% 0 0 0 0%
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Note 1: Investment accounted for under the equity method.
43
Three. Funding Status I. Capital and outstanding shares
(I) Source of capital
1. Formation of Share Capital
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Year/ Issued Authorized capital Paid-up capital Remarks
Month/Day price Number of Amount (NTD) Number of Amount (NTD) Source of capital Paid-in properties Others
shares (shares) shares (shares) other than cash
1996.01.05 10 6,000,000 60,000,000 6,000,000 60,000,000 Initial Share Capital: None
60,000,000 NTD
1998.06.18 10 19,787,000 197,870,000 19,787,000 197,870,000 Consolidated capitalization None
137,870,000 NTD
Cash capitalization 71,119,500
NTD
1998.09.29 10 30,000,000 300,000,000 30,000,000 300,000,000 Capitalization of retained None Note 1
earnings for 31,010,500 NTD
(Including Employee bonus
1,330,000 NTD)
Capitalization of retained
earnings for 34,500,000 NTD
1999.07.13 10 36,000,000 360,000,000 36,000,000 360,000,000 None Note 2
Recapitalization of capital
reserves 25,500,000 NTD
Capitalization of retained
earnings for 58,000,000 NTD
2000.07.07 10 60,000,000 600,000,000 43,600,000 436,000,000 (Including Employee bonus None Note 3
4,000,000 NTD)
Recapitalization of capital
reserves 18,000,000 NTD
Capitalization of retained
earnings for 65,260,000 NTD
2001.07.23 10 75,000,000 750,000,000 51,870,000 518,700,000 (Including Employee bonus None Note 4
4,220,000 NTD)
Recapitalization of capital
reserves 17,440,000 NTD
Capitalization of retained
earnings for 83,805,000 NTD
2002.06.19 10 75,000,000 750,000,000 60,250,500 602,505,000 None Note 5
(Including Employee bonus
6,000,000 NTD)
Recapitalization of capital
reserves 42,175,350 NTD
2004.08.23 10 75,000,000 750,000,000 64,869,000 648,690,000 Capital increase upon None Note 6
recapitalization of employee
bonus by 4,009,650 NTD
privately placed Cash
2007.07.24 1 384,000,000 3,840,000,000 329,869,000 3,298,690,000 capitalization 2,650,000,000 None Note 7
NTD
privately placed Cash
2008.03.21 1.43 384,000,000 3,840,000,000 364,869,000 3,648,690,000 capitalization 350,000,000 None Note 8
NTD
2008.09.30 10 384,000,000 3,840,000,000 50,000,000 500,000,000 Reduced 3,148,690,000 NTD None Note 9
2008.10.09 10.43 384,000,000 3,840,000,000 50,050,000 500,500,000 [privately placed Cash ] capitalization 500,000 NTD None Note 10
Note
2010.12.14 10 384,000,000 3,840,000,000 43,800,000 438,000,000 Reduced 62,500,000 NTD None 11
2012.11.12 10 384,000,000 3,840,000,000 45,552,000 455,520,000 [Capitalization of retained ] earnings for 17,520,000 NTD None Note 12
2014.12.01 10 384,000,000 3,840,000,000 50,552,000 505,520,000 [Cash capitalization 50,000,000 ] NTD None Note 13
Share capital converted from Note
2015.04.14 10 384,000,000 3,840,000,000 51,938,494 519,384,940 corporate bonds 13,864,940 None 14
NTD
2015.09.07 10 384,000,000 3,840,000,000 52,423,930 524,239,300 [Share capital converted from ] corporate bonds 4,854,360 NTD None Note 15
2016.08.17 10 384,000,000 3,840,000,000 60,591,930 605,919,300 [privately placed Cash ] capitalization 81,680,000 NTD None Note 16
Share capital converted from Note
2017.05.24 10 384,000,000 3,840,000,000 63,371,937 633,719,370 corporate bonds 27,800,070 None 17
NTD
Capitalization of retained
earnings for 12,905,330 NTD Note
2017.10.12 10 384,000,000 3,840,000,000 65,465,569 654,655,690 Share capital converted from None 18
corporate bonds 8,030,990 NTD
2017.12.29 10 384,000,000 3,840,000,000 65,913,658 659,136,580 [Share capital converted from ] None Note
corporate bonds 4,480,890 NTD 19
2018.04.23 10 384,000,000 3,840,000,000 67,514,269 675,142,690 Share capital converted from None Note
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44
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corporate bonds 16,006,110 20
NTD
2018.06.19 10 384,000,000 3,840,000,000 67,824,136 678,241,360 [Share capital converted from ] corporate bonds 3,098,670 NTD None Note 21
2018.07.30 10 384,000,000 3,840,000,000 67,861,413 678,614,130 [Share capital converted from ] corporate bonds 372,770 NTD None Note 22
2018.08.24 10 384,000,000 3,840,000,000 73,140,520 731,405,200 [Capitalization of retained ] None Note
earnings for 52,791,070 NTD 23
2018.12.21 10 384,000,000 3,840,000,000 73,512,132 735,121,320 [Share capital converted from ] corporate bonds 3,716,120 NTD None Note 24
2020.12.28 10 384,000,000 3,840,000,000 73,147,132 731,471,320 [Capital reduction against ] treasury stock 3,650,000 NTD None Note 25
2022.04.11 10 384,000,000 3,840,000,000 78,147,132 781.471.320 [privately placed Cash ] None Note
capitalization 50,000,000 NTD 26
Note
2023.09.21 10 384,000,000 3,840,000,000 39,073,566 390,735,660 Reduced 390,735,660 NTD None 27
2023.12.29 10 384,000,000 3,840,000,000 51,373,566 513,735,660 [privately placed Cash ] capitalization 123,000,000 NTD None Note 28
2024.05.09 10 384,000,000 3,840,000,000 63,073,566 630,735,660 [privately placed Cash ] None Note
capitalization 117,000,000 NTD 29
2024.06.26 10 384,000,000 3,840,000,000 73,073,566 730,735,660 [privately placed Cash ] capitalization 100,000,000 NTD None Note 30
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-
Note 1: Approval letter by Securities and Futures Commission, Ministry of Finance under (87) Tai-Chi-Zheng (I) No. 66794 dated August 5, 1998.
-
Note 2: Approval letter by Securities and Futures Commission, Ministry of Finance under (88) Tai-Chi-Zheng (I) No. 54843 dated June 11, 1998.
-
Note 3: Approval letter by Securities and Futures Commission, Ministry of Finance under (89) Tai-Chi-Zheng (I) No. 43427 dated May 18, 1998.
-
Note 4: Approval letter by Securities and Futures Commission, Ministry of Finance under (90) Tai-Chi-Zheng (I) No. 135653 dated June 6, 1998.
-
Note 5: Approval letter by Securities and Futures Commission, Ministry of Finance under (91) Tai-Chi-Zheng (I) No. 126740 dated May 16, 2002.
-
Note 6: Approval letter by Securities and Futures Bureau, Financial Supervisory Commission of Executive Yuan under Zheng-Qi-Yi-Zi No. 0930129124 dated August 23, 2004.
-
Note 7: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No. 09601203290 on August 21, 2007.
-
Note 8: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No. 09701082130 on April 15, 2008. Note 9: Approval letter by Securities and Futures Bureau, Financial Supervisory Commission of Executive Yuan under JinGuan-Zheng (I) No. 0970042400 dated August 29, 2008.
-
Note 10: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No. 09701270860 on October 27, 2008. Note 11: Changed by the Economic Ministry's letter Jing-Shou-Chung-Zi No. 09932960860 on December 14, 2010. Note 12: Changed by New Taipei City Government's letter Bei-Fu-Jing-Deng-Zi No. 1015071291 on November 12, 2012. Note 13: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10301240460 on December 1. 2014. Note 14: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10401062460 on April 14. 2015. Note 15: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10401192130 on September 7. 2015. Note 16: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10501187880 on August 17. 2016. Note 17: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10601065960 on May 24. 2017. Note 18: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10601138040 on October 12. 2017. Note 19: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10601171420 on December 29. 2017. Note 20: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10701038550 on April 23. 2018. Note 21: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10701062170 on June 19. 2018. Note 22: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10701093330 on July 30. 2018. Note 23: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10701105940 on August 24. 2018.
-
Note 24: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10701153680 on December 21. 2018. Note 25: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.10901243090 on December 28. 2020. Note 26: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.11101054620 on April 11. 2022. Note 27: Changed by the Economic Ministry's letter Fu-ChanYe-Shang-Zi No.11254086700 issued by the Taipei Government on October 24. 2023.
-
Note 28: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.11330012420 on February 21. 2024. Note 29: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.11330087720 on June 04. 2024. Note 30: Changed by the Economic Ministry's letter Jing-Shou-Shang-Zi No.11330129290 on August 26. 2024.
2. Share categories
| April 25,2025;Unit: shares | April 25,2025;Unit: shares | April 25,2025;Unit: shares | April 25,2025;Unit: shares | |
|---|---|---|---|---|
| Categories | Authorized capital Remarks Outstanding shares Unissued shares Total |
|||
| registered ordinaryshares |
73,073,566 (Note 1) | 310,926,434 | 384,000,000 (Note 2) | OTC stocks |
Note 1: As of May 13, 2025, there were 40,991,415 shares of common shares held through private placement.
Note 2: In accordance with the Company's Articles of Incorporation, the authorized share capital of the Company is set at
45
384,000,000 shares, of which 9,000,000 shares are reserved for the exercise of employee stock options.
-
Information relevant to the aggregate reporting policy: None
-
(II) Roster of Major Shareholders (Shareholding of 5% or more or Top ten shareholders)
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April 25, 2025
SHARES QUANTITY OF
SHAREHOLDING
SHAREHOLDING
NAME OF MAJOR SHAREHOLDER (SHARE) PERCENTAGE (%)
Hsu, Chin-Lung 19,222,520 26.31%
Huayang Venture Capital Co., Ltd. 11,600,000 15.87%
Evergreat E&C Co., Ltd. 3,500,000 4.79%
Kuo, Hui-Lan 2,699,016 3.69%
He, Zong-Lun 2,250,000 3.08%
CHEN,FENG-LING 1,494,777 2.05%
Su, Yen-Ru 1,135,000 1.55%
Wang, Hai-Ling 1,125,000 1.54%
Pan, Chi-Hsiu 1,000,000 1.37%
Songshan Investment Co., Ltd. 699,999 0.96%
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(III) Dividend policy and execution
- The dividend policy defined by the Articles of Incorporation Annual profits concluded by the Company shall be subject to employee remuneration from 1% to 8%; in addition, directors’ remuneration may be provided up to 5% of annual profit. However, when the company has accumulated losses, it should first reserve an amount for offsetting the losses and then allocate employee and director remuneration in proportion to the aforementioned requirement. The employee remuneration mentioned above may be provided in the form of stocks or cash, subject to the decision of the Board of Directors and reporting to the Shareholders' Meeting.
In each fiscal year, after deducting income tax in accordance with the law, The Company should first offset any accumulated losses from previous years with the surplus. If there is still a remaining balance, 10% should be allocated to the legal reserve until the legal reserve reaches the amount of the company's paid-in capital. Any additional balance should be allocated or transferred to the special reserve in accordance with laws and regulations. If there is still a surplus, together with undistributed profits from previous years, the Board of Directors shall propose a profit distribution plan based on the company's situation and submit it for resolution at the Shareholders' Meeting.
In the retained shares distribution plan for each fiscal year, the method of distributing dividends and profit distribution to shareholders may involve offering of new shares and distributing cash. The specific proportion of each method shall be determined and planned by the Board of Directors based on actual needs. However, the amount distributed through the cash dividend method shall not be less than 20% of the total amount of proposed dividends for the year. If the calculated cash dividend per share based on the aforementioned minimum percentage is less than NT$0.5, the Board of Directors may, at its discretion and based on the prevailing circumstances, adjust the distribution method, and it will not be subject to the aforementioned minimum percentage requirement for cash dividend distribution.
- Dividend distribution proposed for the next annual general meeting: The Company suffered a loss after tax in 2024. According to the resolution of the Board of Directors on March 26, 2025, no dividend shall be distributed.
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- (IV) Effect of the proposed stock dividends on the Company's operating performance and earnings per share
Not applicable as no stock dividend was proposed at the shareholders' meeting.
(V) Employees’/Directors’/Supervisors’ remuneration:
-
Percentage and range of employees’/directors’/supervisors’ remuneration stated in the Articles of Incorporation:
-
Annual profits concluded by the Company shall be subject to employee remuneration from 1% to 8%; in addition, directors’ remuneration may be provided up to 5% of annual profit. However, when the company has accumulated losses, it should first reserve an amount for offsetting the losses and then allocate employee and director remuneration in proportion to the aforementioned requirement. The employee remuneration mentioned above may be provided in the form of stocks or cash, subject to the decision of the Board of Directors and reporting to the Shareholders' Meeting.
-
Basis of calculation for employees' bonus, Directors'/Supervisors' remuneration and share-based compensations; and accounting treatments for any discrepancies between the amounts estimated and the amounts paid:
-
(1) The basis for estimating the amount of employee, director, and supervisor remuneration in the current period: The estimation is based on the percentage stipulated in the articles of incorporation and takes into consideration past payment levels, recorded as operating expenses for the current fiscal year. Due to the loss in 2024, the remuneration to employees, directors and supervisors was not estimated.
-
(2) Calculation basis for employee remuneration in the form of stock distribution: No employee remuneration was distributed in the form of stock.
-
(3) Accounting treatment for significant differences between the actual distribution amount and the estimated amount: In the case of significant differences between the actual distribution amount and the estimated amount, the originally provided expenses are adjusted in the current fiscal year. If there are no significant differences, it will be recorded as income or expenses in the following fiscal year.
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Allocation of remuneration approved by the board of directors:
-
(1) Employees’/Directors’/Supervisors’ remuneration, in cash or in shares. Disclose the amount, causes and treatments of any differences between the amount paid and the amount estimated in the year the expense was recognized:
-
Due to the loss in 2024, no remuneration to employees, directors, and supervisors was estimated. This was resolved by the Board of Directors on March 26, 2025.
-
(2) Percentage of employees’ remuneration paid in shares, relative to after-tax profit and total employees’ remuneration shown in standalone financial statements: Not applicable as no proposal had been made to pay employee remuneration in shares.
-
Actual payment of employees’/Directors’/Supervisors’ remuneration in the previous year (including the number of shares allocated, the sum of cash paid, and the price at which shares were issued), and any differences from the figures estimated (explain the amount, the cause, and treatment of such discrepancies):
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----- Start of picture text -----
Actual Recognized Amount of Cause of variance
Distribution: distribution (A) Expense Estimated difference (B-A) and Handling
Amount (B) Situation
Employee
0 0 0
remuneration None
Remuneration to 0 0 0
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directors and supervisors
(VI) Shares repurchased by the Company
-
Shares repurchased by the Company (Completed): The repurchase of company shares by the company in the most recent fiscal year and up to the date of printing of the annual report: None
-
Shares repurchased by the Company (Ongoing): None.
II. Disclosure relating to corporate bonds:
(I) Disclosure relating to corporate bonds: None.
(II) Information about convertible corporate bonds: None.
III. Disclosure relating to preference shares: None.
IV. Disclosure relating to global depository receipts: None.
V. Issuance of employee stock option and restricted stock awards:
The issuance of 3,650,000 shares may be carried out at once or in multiple batches, depending on actual needs within two years, pursuant to the effective registration approved by the Securities and Futures Bureau under official letter Jin-Guan-Zheng-Fa-Zi No. 1130368324 dated January 8, 2025.
VI. Shares issuance for merging or acquiring the equity of other companies: None.
VII. Progress on planned use of capital:
The prior public offering or private placement of marketable securities has not been completed or has been completed in past 3 years but the project benefits is not yet emerged up to the prior quarter of the annual report printed.
48
Four. Business Performance
I. Introduction to Company
(I) Date of establishment
Establishment Date: January 5, 1996
(II) Company profile
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Year Significant accomplishments
The company was registered with a capital of 60 million New Taiwan Dollars, and initially
focused on high-tech cleanroom MEP system integration engineering and technology plant
1996 MEP system integration projects.
A cleanroom project contract was signed with Tektronix Semiconductor Co., Ltd., marking
the company's official entry into the semiconductor industry.
The board of directors and shareholders approved the merger with "YUN SEN
1998 AUTOMATIC INDUSTRIAL CO., LTD.", and the company became the surviving entity.
On August 5, the company's stocks were publicly issued.
1999 On November 8th, the company's stocks were listed for trading on the Over-The-Counter
(OTC) market.
On August 26th, the company obtained approval from the Taiwan Stock Exchange for stock
2002
listing.
Obtained approval from the Investment Commission of the Ministry of Economic Affairs to
2003 indirectly invest in the establishment of TUNG KAI Technology (Shanghai) Co., Ltd. in
Mainland China.
The company made a diversified investment in a comprehensive Class A construction
2005 company, TUNG KA Construction Co., Ltd., to expand its construction engineering
business.
Due to financial crises and closure of a subsidiary, Engineering Co., Ltd., and the
embezzlement by the Force Group affecting the subsidiary Asia Pacific Broadband Telecom
2006
Co., Ltd., the company incurred significant losses and became a fully delivered stock
starting from February 13, 2007.
In order to enhance operating capital and improve the company's financial structure, a
shareholders' meeting on June 21, 2007, approved a private placement of 300 million
shares. Subsequently, 260.5 million shares were raised on July 24, 2007, and an additional
35 million shares were raised on March 21, 1997. Upon completion of the fundraising, the
2007
-
paid in capital reached NT$3,648,690,000.
On September 20th, the early comprehensive election of directors and supervisors was
conducted, with majority board seats acquired by new private equity shareholders such as
ID SOFTCAPITAL INC., Riselink Venture Capital Corp., and Taiwan Industrial Bank.
On June 13, the shareholders' meeting approved a capital reduction of 314,869000 shares to
offset the losses. The registration change was completed and approved by the competent
2008
authority on November 7th, resulting in a paid-in capital of 500,500,000 New Taiwan
Dollars.
In April, the board of directors approved the application to enter the Taoyuan
Environmental Protection Science Park and establish a Class B sludge treatment plant.
2009
On May 6th, normal trading of the company's stocks resumed, freeing it from being fully
delivered shares.
The company acquired various projects related to cleanroom MEP, air conditioning, fire
protection, electrical, and gas systems from New Century, NEO SOLAR, Chi Mei, Corning,
WAFER WORKS, and Golden Start.
On June 18th, a shareholders' meeting approved a capital reduction of 6,250,000 shares to
2010
offset the losses. The registration change was completed and approved by the competent
-
authority on December 14th, resulting in a paid in capital of NT$438,000,000.
In August, the company obtained the approval letter from Taoyuan County Government to
establish a Class B sludge treatment plant in the Taoyuan Environmental Science Park.
The company acquired projects related to cleanroom MEP, air conditioning, fire protection,
2011
electrical, and gas systems from Corning, YUH CHEN, ETANSI, New Century, Golden
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49
==> picture [465 x 713] intentionally omitted <==
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Year Significant accomplishments
Start, Hannstar Display, and Phoenix Medical Taiwan.
On September 6th, the private placement of 31,779,639 shares was approved by the
competent authority and publicly issued, with trading on the stock market commencing on
September 23rd.
The company obtained MEP projects for the fire protection and electrical systems in the
Banqiao Floating Island residential complex.
2012
On June 28th, a shareholders' meeting approved the issuance of 1,752,000 new shares
through capitalization of retained earnings.
Following the comprehensive election of directors and supervisors in June, ID
SOFTCAPITAL INC.p completely withdrew from the board of directors.
2013 The company acquired MEP and construction projects from Corning, TAIWAN
PROSPERITY CHEMICAL Linyuan Plant, ITEQ CORPORATION Xinpu Plant, and
Kaohsiung Harbor Nanxing Warehouse of Taiwan Ports Corporation.
Completion of a cash capitalincrease by issuing 5 million new shares.
Completion of the fundraising and issuance of secured and unsecured convertible corporate
bonds, the first of its kind in Taiwan.
2014
The company acquired MEP and construction projects from Corning, Linkou Public
Housing and the 2017 Universiade Athletes' Village, Far Eastern Shinjuku Residential
Building, Yongyuan Group Enterprise Headquarters and Dayuan Plant, and the Meinong
Kaohsiung Qinghai Section Building.
Conversion of convertible corporate bonds into 1,879,130 shares.
Obtained a processing permit for the environmental sludge treatment plant in October.
The company acquired MEP and construction projects from Corning, Far Eastern Star
2015
Residential Building, Chi Mei Optoelectronics Cleanroom for the Alignment of Panels,
China Steel Engineering Huagu New World, Dongyuan Shoupin Residential Building,
Dayuan Children's Park and Management Center, Xutai Store and Residential Complex, and
the Chinese Cereals Research Institute Building.
Private placement of 816,8000 shares and conversion of convertible corporate bonds into
278,7000 shares.
Completion of the establishment of Gampire Technology Co., Ltd.
2016 The company acquired projects including the subsidiary air conditioning and chilled water
system of Nan Ya Cleanroom, Jian Mei Hua Case, Corning (Taiwan, Chongqing, United
States) cleanroom subsidiary chilled water systems, Fuzhou He Yi residential area A6 MEP
facilities dismantling and resettlement project, and the Yatai Administrative Building
Laboratory renovation project.
Issuance of 1,290,000,000 new shares through capitalization of retained earnings, and
conversion of convertible corporate bonds into 4,311,195 shares.
Increased investment in ISON TECHNOLOGY CO., LTD. and invested in overseas
companies.
2017 The company acquired projects including the comprehensive building construction project
for Private Yanping Senior High School, Taiwan Lihpao Chang Gung Hospital new
construction project - fire protection system, Corning and Micron wafer cleanroom
subsidiary chilled water systems, Lian Mao Phase III laminating machine MEP project,
Taiwan Micron Hua Ya Technology Park OHT aerial bridge construction project, Hua Ya
FAB2 new construction project, Guanyin District plant construction project, and other MEP
and construction projects.
Issuance of 5,270,000,000 new shares through capitalization of retained earnings, and
conversion of convertible corporate bonds into 2,319,367 shares.
2018 Increased investment in overseas companies.
The company acquired projects including the solar panel installation project for Pingtung
Farmland Water Conservancy Association, Micron Kuanqiao construction project, and
more.
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50
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Year Significant accomplishments
The company acquired projects including the Corning and Micron wafer factory turnkey
construction project, Corning's new furnace air duct project in Guangzhou and Wuhan,
2019 Micron Hua Ya Technology Park canopy and pipe rack project, and Fuhmei Oils Taichung
Port plant construction project, as well as offshore wind power terminal pavement and
related facilities project, and backend power system project.
The company acquired projects including Micron wafer factory related projects, Ministry of
Justice Agency Bade Foreign Service Prison project, and offshore wind power-related
2020
projects.
Cancellation of 36,5000 shares of treasury stock for capital reduction.
The company acquired projects including the third phase of replacement for Micron wafer
factory's Cooling Tower, and offshore wind power terminal land improvement project.
2021
Completion of the fundraising and issuance of the fourth secured convertible corporate
bonds in the domestic market.
Private placement of 5,000,000 shares.
Completion of the company's name change from Tong Kai Technology Engineering Co.,
2022 Ltd. to Lung Ming Green Energy Technology Engineering Co., Ltd.
The company acquired projects including the fourth phase of replacement for Micron wafer
Cooling Tower.
24 million shares were privately placed and capital was by reduced to NTD 309,735,660
2023
On December 29, 2023, the trading of the 4th domestic secured convertible bonds was
discontinued on the Taipei Exchange.
Successively acquired the Cooling Tower Replacement Phase 5 project of Micron
Technology, the rear line construction of the offshore wind power terminal and the land
From 2024 to leveling project, and the water, electricity and environmental control projects of Taoyuan
April 2025 Airport MRT A14 Station.
Private placement of 21,700,000 shares.
The company acquired the phase 6 replacement for Micron wafer Cooling Tower.
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II. Operations
(I) Business Scope
-
Principal business activities
-
The company's main business activities include technology plant construction, industrial plant construction, residential-related electromechanical system integration engineering, construction engineering, and waste treatment. The main business items are as follows:
-
(1) Fuel Pipeline Installation Engineering
-
(2) Piping Engineering.
-
(3) Refrigeration and Air Conditioning Engineering.
-
(4) Cable installation engineering.
-
(5) Fire Safety Equipment Installation Engineering.
-
(6) Automatic Control Equipment Engineering.
-
(7) Lighting equipment installation engineering.
-
(8) Water Supply Pipe Contractor.
-
(9) Electrical equipment installation.
-
(10) Building and construction industry
-
(11) Energy technology services.
-
(12) Self-Use Renewable Energy Generation Equipment Business.
-
(13) General business Waste Treatment.
-
(14) Industrial computer peripheral equipment.
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- Weight of business activities
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----- Start of picture text -----
Business breakdown (%)
Product
2024
M&E System Integration Engineering 99.11
Construction engineering 0.77
business Waste Treatment 0.00
Product sale Income 0.12
Total 100.00
----- End of picture text -----
-
The company’s existing products (services)and New products (services) under development
-
(1) existing products (services)
-
A. Construction of high-tech plants, cleanrooms, electromechanical system integration engineering.
-
B. Construction of industrial plants, electromechanical system integration engineering.
-
C. Construction of residential and commercial buildings, electromechanical system integration engineering.
-
D. Consulting and planning design services for the above-mentioned buildings.
-
E. Construction of solar energy, wind power and related R&D and long-term development bases.
-
-
(2) New products (services) under development
-
A. Green power generation.
-
B. Reconstruction of dangerous and old buildings.
-
(II) Overview of industry
-
The industry’s current status and potential developments
-
The construction industry serves as the foundation of the industrial sector, encompassing the integration and application of civil construction, electromechanical, air conditioning, and fire protection systems. It has rapidly evolved to adapt to the development and transformation of various industries. Over the past few decades, Taiwan's economy and industries have undergone rapid transformation and development. The government has actively promoted various infrastructure projects, and with the gradual transition of traditional industries into high-tech industries, the electronic, telecommunications, and biotechnology sectors have emerged. The engineering industry has seized this opportunity, driven by the high-tech industry and the global development of information technology. Through the rapid access to information via the Internet, it has accelerated the internationalization of the engineering industry, leading to the technological development and achievements of Taiwan's engineering industry in sync with the global market. In the construction industry, the year-end completion and acceptance of engineering projects by government agencies and private enterprises have led to an increase in project payments for construction firms. Additionally, there has been an increase in the commencement of building and land development projects. Looking ahead, although government agencies will impose more requirements on project evaluation, design supervision, and construction, which may lead to a slowdown in new public sector construction projects, the visibility of private sector projects such as commercial and office buildings remains high. Therefore, the overall outlook for the construction industry in the coming six months is expected to remain steady.
-
The association of up-stream, middle-stream, and down-stream industry Civil and M&E Facility Integration Engineering Services are positioned between project
52
owners, materials and equipment manufacturers and suppliers, subcontractors, the labor market, and related service industries. The main focus is to meet the engineering needs of clients by combining various engineering disciplines and providing comprehensive services such as civil construction, integrated M&E (Mechanical & Electrical) systems, and cleanroom turnkey projects. This creates an operational environment that fully satisfies the production requirements of the clients. The up-stream, middle-stream, and down-stream relationships in the industry are depicted in the following diagram: Relationships in the Industry up-stream, middle-stream, and down-stream are illustrated as follows:
Upstream Midstream Downstream
==> picture [515 x 244] intentionally omitted <==
----- Start of picture text -----
Various Materials Manufacturers and
Suppliers (Cables, Plastics, Metals, Government
Domestic Lighting Fixtures, Reinforcement Public Works
Bars, Cement, etc.)
International Transportation
Electricity
Environmental
Engineering
protection
Consulting Firm
Water conservancy
Public Buildings
Various Equipment Manufacturers
and Suppliers (Generators, Private Sector
Domestic Distribution Panels, Monitoring Projects
International Systems, Elevators, etc.) M&E System Integration Semiconductor
Engineering Companies Industry
Electronics Industry
Construction Companies
Biotechnology
Industry
Subcontractors (Piping, Fire Construction Industry
Protection, HVAC, Electrical, Interior
Decoration, Sanitary Drainage,
Reinforcement Binding, Formwork,
Earthwork, Steel Structures, etc.)
Construction owner
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-
Development trends of products
-
M&E and construction engineering applications have a wide range of uses, including semiconductor, information technology, telecommunications, solar energy, optoelectronics, biotechnology, general construction, and public works. With the global trend towards digitalization, the communication, IC, and optoelectronics industries have experienced a slowdown due to market saturation. The government is currently actively promoting the development of biotechnology, green energy, and precision machinery industries. The future development of cleanrooms and M&E engineering industries remains highly promising.
With the changing structure of the high-tech industry, solar energy, energy conservation and carbon reduction, solid-state lighting, precision machinery, and biotechnology will be the driving forces behind Taiwan's industrial upgrade, leading the high-tech industry to international prominence. To adapt to the changing market dynamics of the engineering industry, our company is capable of providing various professional technical services tailored to the diverse needs of different clients at different stages. Throughout the engineering service process, we absorb technical expertise, accumulate technical experience, and integrate key points from different industries, constantly enhancing our technical capabilities. This serves as the foundation for our steadfast presence in the evolving industry structure.
- Product competition
The scope of M&E and construction engineering is extensive, with numerous companies operating in the industry. During economic downturns, competition becomes increasingly
53
fierce. In terms of future competitiveness in the engineering industry, the ability to quickly grasp the source of raw materials and provide customized, fast, and cutting-edge engineering services is a crucial factor in maintaining a leading position in the industry. In light of this, our company, leveraging its capabilities in both construction and M&E engineering, offers comprehensive package services (Turnkey) including construction design, building construction, M&E equipment, cleanroom construction, Hook-Up, and project management. This approach aims to create higher value-added solutions.
With a proven track record of engineering project quality across various fields, our company can provide clients with the most comprehensive engineering contracting services. Over the years, we have received high praise from our clients. Furthermore, we will continue to strive for improvement in technical capabilities, cost control, and work quality. We believe that only through comprehensive engineering integration can we provide clients with complete services.
(III) Overview of technology and R&D
The Company has a dedicated design department consisting of professionals with master's or higher degrees. These talented individuals provide comprehensive and professional services, bringing over twenty years of rich experience to the table. R&D and technological advancements are primarily achieved through collaborations and contract projects with domestic and international technology and engineering partners. By observing their engineering designs and project management philosophies, we learn engineering techniques and construction management capabilities that can be applied to our own engineering design and construction operations. Furthermore, we strengthen collaborations with academia and research institutions to conduct research on cleanroom microenvironment design and HVAC system design. This includes equipment development and enhancement of construction techniques.
-
R&D expenses during the most recent year and up to the date of publication of this annual report
-
Neither our company nor its subsidiaries have established a research and development department, and therefore this section is not applicable.
-
R&D expenses during the most recent year and up to the date of publication of this annual report and successful technological or product developments
| Category Special Construction Methods or Innovative Construction Methods |
Category Special Construction Methods or Innovative Construction Methods |
|---|---|
| Green Energy Engineering 1. Million Ground Solar Energy Project 2. Remote Monitoring and Energy Saving System for M&E Facilities |
|
| M&E Systems Integration Engineering |
1. Innovative Construction Methods for Technology Factories 2. Innovative Construction Methods for M&E Systems Engineering 3. Continuous Development of M&E Engineering Management AppSoftware |
(IV) Long-term and short-term business development plans
- Short-term business plans
While the current economic situation shows signs of improvement, capital expenditures in various industries remain conservative, leading to intensified competition. Therefore, in addition to pursuing engineering opportunities in the original technology industry, our company has diversified its business development to include M&E engineering for factories, residential and commercial buildings, construction projects, offshore wind power land preparation projects, and environmental services. This strategy aims to mitigate the risks associated with concentration in a single industry.
54
2. Long-term business plans
The Company will proceed with the business direction of "conservation cost and source growth" to seize business opportunities in the green energy and environmental technology markets. Regarding the business strategy to “reinforce the core,” in the past 28 years of construction and mechatronics engineering businesses, we have spanned across different industries and types of works, winning orders from many customers in the high-tech industry, public works, wind power industry, etc. For the mechatronics business, we have already adopted the strategy to optimize the project structure of incoming mechatronics engineering projects. Besides the existing construction projects that are adequate and maintain a steady work in progress, we also target tender public works with over one hundred million in tender amount for assessment and subsequent bidding. At the same time, we will improve the overall management processes, raise the added value to constructions, and increase the profitability and achievements of the Group. Also, on the basis of existing businesses, we will adopt the “expand businesses” strategy to extend the scope of applications of environmental protection technologies to create a circular economy and the new growth momentum for Lung Ming Green Energy.
III. Market and sales overview
(I) Market analysis
1. Locations where products (services) are mainly sold (provided)
Unit: NTD thousand
| rket analysis cations where products (services) are mainly sold (provided) Unit: NTD thousand |
rket analysis cations where products (services) are mainly sold (provided) Unit: NTD thousand |
rket analysis cations where products (services) are mainly sold (provided) Unit: NTD thousand |
rket analysis cations where products (services) are mainly sold (provided) Unit: NTD thousand |
rket analysis cations where products (services) are mainly sold (provided) Unit: NTD thousand |
|---|---|---|---|---|
| Year Item 2023 Ratio (%) 2024 Ratio (%) |
||||
| Export 0 0.00 0 0.00 |
||||
| Domestic market 599,882 100.00 851,422 100.00 |
||||
| Net operatingincome | 599,882 | 100.00 | 851,422 | 100.00 |
2. Market share
The Company and its subsidiaries are mainly engaged in electromechanical system integration and construction projects. After inquiring the "Financial Statistics Database Inquiry" of the Statistics Department, Ministry of Finance, in 2024, the utility model and circuit equipment installation and refrigeration, ventilation, and air-conditioning system renovation projects were NTD 262,143,518 thousand, NTD 35,333,637 thousand, NTD 6,488,346 thousand, NTD 135,700,060 thousand, and NTD 184,665,114 thousand, respectively, totaling M&E NTD 624,330,675 thousand. In addition, residential construction sales were NTD 333,781,437 thousand, and the total sales of electromechanical engineering and construction was NTD 958,112,112 thousand. The Company's revenue from the electromechanical and construction industries in 2024 were NTD 843,799 thousand and NTD 6,589 thousand, respectively, totaling NTD 850,388 thousand. These revenues account for 0.14% and 0.002% of the total sales in the construction industry, respectively, for a total of 0.09%.
3. Future market supply, demand and growth
- (1) Supply-side:
Currently, there are numerous companies engaged in engineering services in the domestic market. However, due to the accumulation of long-term technical expertise and experience required for system integration projects, as well as the entry barriers created by the expertise of personnel, company reputation, and engineering track record in specific markets, there are only a few professional system integration service providers, and our company is one of them.
(2) Demand-sideand growth potential
The business opportunities for system integration engineering services arise from
55
clients' investment in plant construction, expansion plans, plant upgrades, and maintenance programs. The services primarily cater to clients in high-tech industries, biotechnology, general industry, as well as public works and residential/commercial buildings. In the past few years, the global economic downturn has dampened the growth momentum of the technology and other industries' capital expenditure, thereby restraining the growth rate of this industry.
- (3) Growth potential
The Taiwan Institute of Economic Research predicts that with the domestic economy recovering, the growth momentum of private consumption will remain stable. Although private investment has regained the growth momentum, corporate capital expenditures remained cautious due to the increasing uncertainties such as geopolitical risks and trade frictions. Therefore, the growth of private investment was not as strong as expected. Benefited from the continued strong business opportunities of emerging technologies such as artificial intelligence, and the general recovery of export sales and production of upper products, the export of manufacturing industries, production index, and export orders have increased. Therefore, the manufacturing industry is optimistic about a significant improvement in the performance of the economy. Although the construction industry is facing the challenge of rising costs, it still benefits from reconstruction projects and public construction projects. In addition, the economic recovery, the favorable stimulus effect of "Young Adult Housing Loan", and the recovery of the manufacturing industry have driven residential and commercial real estate sales for own use. Therefore, the confidence in the housing market will remain at a certain level in the short term.
- Competitive advantage
As a professional system integration provider with dual characteristics in the technology and engineering industries, our company possesses the required professional skills, engineering experience, and quality reputation that are highly valued in such markets. Our company adheres to the service philosophy of "professionalism, integrity, proactivity, and innovation" and has gained recognition from customers since its establishment. The key points of our competitive advantage are as follows:
- (1) Reliable engineering quality and excellent reputation
Our company aims to provide high-grade and high-quality facility system integration services with the goal of zero engineering disputes and zero occupational safety incidents. With the implementation of ISO 9001 quality certification throughout the stages of product research, design, construction, and inspection, we strive to enhance and maintain quality. Furthermore, through strengthening the construction environment and personnel education and implementing effective construction personnel management, we eliminate potential risks in advance to minimize accidents. This serves as a guarantee for our company to expand customer base and secure business.
- (2) Design and construction integration
Our design department consists of talents with master's or bachelor's degrees, providing abundant human resources and a variety of professional technicians. Due to our continuous focus on research and development and innovation, we can fully meet customers' demands for special equipment and special technology, thus providing comprehensive and professional services. Our company and its subsidiaries strengthen their technical research and development and improvement by collaborating with academia and research institutions in the design of cleanroom microenvironments and M&E system design. We also hold multiple product patents and research insights.
56
- (3) Efficient project management
The company believes that the greatest challenge for system integration contractors lies in establishing flexible and efficient construction plans to ensure that engineering projects in various fields are completed as expected. Contractors not only need the ability to design and execute different projects, but their core value lies in the efficient coordination and integration of technical support from different fields. This becomes particularly crucial when there are temporary changes or unexpected circumstances in plant design, requiring prompt resolution of resulting design and construction issues, as well as coordination among engineering personnel from different projects. Therefore, the company and its subsidiaries have streamlined their organization, implemented flexible systems, and simplified command systems to effectively manage "human resources in engineering," "materials management," "engineering quality management," "engineering progress management," "safety and health management," and "vendor management." This approach fosters a company culture that pursues high efficiency and avoids resource wastage.
-
(4) Official translation for formal document
- Since the establishment, our company has continuously expanded its business and undertaken projects of various sizes. Our product range includes general industrial plants, residential and commercial buildings, as well as cleanroom mechanical and electrical engineering for high-tech industries. Our clients come from a wide range of sectors, including general electronics, semiconductor, optoelectronics, solar energy, biotechnology, and medical industries. We have also ventured into construction and environmental-related businesses. As a result, we have accumulated a considerable portfolio of engineering achievements. Some notable clients include renowned companies in the high-tech electronics industry such as TSMC, Powerchip Semiconductor, Chimei Innolux, Chunghwa Picture Tubes, NANYA TECHNOLOGY, Inotera Memories, NEO SOLAR, Golden Start Global, Wafer Works, Neo Solar Power, and Genesis Photonics, etc. In the biotechnology sector, we have worked with ScinoPharm Taiwan and the Foundation of Biotechnology and Medical Care. Our achievements also extend to residential projects such as Banqiao Floating Island Residences, Linkou Public Housing and the 2017 Universiade Athletes' Village, as well as commercial projects like the Far Eastern New Century Shinjuku Residential Tower, the Ministry of Justice's Bade Foreign Service Prison MEP Engineering, the Offshore Wind Power Terminal Backline Pavement and Auxiliary Facilities Project, and the Backline Power System Project. These projects include various MEP (mechanical, electrical, and plumbing) works. The continuous accumulation of engineering experience has earned us the trust of our clients, and our rich portfolio of engineering achievements has become an important driving force for our business development. Following the bottom of the economic cycle, both domestic and international data have shown signs of gradual recovery. It is expected that investment in industries such as high-tech electronics and general industries will increase, leading to anticipated business opportunities in the engineering sector.
-
Upcoming opportunities and threats, and the responsive strategies
-
(1) Opportunities
-
A. Economic Recovery Drives Increased Capital Expenditure inDomestic Industries.
- After enduring an economic downturn, both domestic and international data now indicate a gradual improvement in the economy. It is expected that investments in industries such as high-tech electronics and general industries will increase accordingly. This, in turn, will lead to anticipated business opportunities in the engineering sector.
-
B. Government Initiatives: Affordable Housing, Social Housing,and Offshore
-
57
Wind Power
The government has been promoting the construction of affordable housing, social housing, and offshore wind power projects in recent years. Our company has aligned with this trend and has successfully obtained contracts for projects such as the Banqiao Floating Island Residences, Linkou Public Housing and Universiade Village, and offshore wind power-related engineering projects. In the future, we will continue to seize opportunities in line with these policy directions.
- C. Experienced Engineering Team
System integration projects encompass various technical aspects, including design, mechanical, electrical, HVAC, fire protection, and environmental engineering. Our company has a team of experienced engineering professionals who possess expertise in these respective fields. With their extensive experience in construction management and engineering quality control, they ensure the successful execution of projects.
- D. Strong Supplier Network
Our company has long been committed to establishing a comprehensive supplier management system. Through long-term collaboration, we have cultivated a highly cohesive and cooperative network of suppliers. This well-established network greatly contributes to the successful execution of our engineering operations and is one of the advantageous factors behind our numerous engineering accomplishments.
-
(2) Threats and responsive measures
-
A. Economic Recovery Drives Increased Capital Expenditure in Domestic Industries.
Due to factors such as the increase in labor cost and the smaller scale of the domestic market, high-tech industries have been gradually transferred to other countries' markets. This has resulted some system integrators shifting to other countries for deployment. However, the Company has not actively developed markets in other countries.
Countermeasures:
Currently, our company adheres to the principle of steady and prudent operations, focusing on consolidating our domestic business. Although the high-tech industry has relocated, domestic manufacturers still have a demand for factory construction and expansion due to advancements in technology and processes. Additionally, our company has also ventured into areas such as residential projects to diversify our sources of business.
- B. Price Competition
The market has become increasingly competitive, with intense price competition alongside the need for companies to demonstrate their technical management capabilities and track record. This has resulted in a decline in project profitability. Countermeasures:
To address this challenge, our company has been seizing various project opportunities and gradually accumulating the trust and recognition of clients through our construction techniques, management capabilities, and commitment to engineering quality. We aim to establish long-term and stable sources of business. Furthermore, we maintain stable cooperative relationships with suppliers, effectively manage costs, and strengthen our financial structure. By doing so, we enhance our competitive advantage in project bidding and successfully secure projects in the face of competition within the industry.
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(II) Usage of major products and manufacturing processes
-
Key usages of main products
-
The Company's main business is divided into three categories: mechanical and electrical engineering, construction engineering, and others. Mechanical and electrical engineering and construction engineering are the main sources of revenue, accounting for more than 90% of the total revenue. The Company mainly provides engineering services for hightech industries such as semiconductors, electronics, information technology, optoelectronics, biochemistry, and medicine, aiming to maintain high precision, high production yield, and stable product quality for the clients in a dust-free and wellcontrolled, constant temperature and humidity environment.
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2. Production processes for major products:
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----- Start of picture text -----
Customer public tender or
designated bidding or
invitation for negotiation or
additional project
implementation.
Handled by the Business
Department--
Customer credit investigation.
Evaluation of project content.
Assessment of manpower and
resources.
Assessment of project costs.
Determining the quotation amount.
Production of engineering drawings.
Participation in bidding or
price negotiation
Construction process
records and regular
reports
Signing of a contract or Handling customer complaints. complaints.
receipt of an order
Registration of the project
and notification of the
Department of Construction
The Department of Construction
deploys personnel and
establishes a project team
Formulation of a
construction plan according
to the construction contract
----- End of picture text -----
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----- Start of picture text -----
Confirmation of engineering
drawings.
Planning of project progress.
Preparation of project budget.
Establishment of quality systems.
Insurance for disaster prevention.
Measures to prevent failures.
Procurement and
Subcontracting Processes
Occupying the site and commencing
construction.
Construction process Inspection of project content
records and regular quality, progress, and data
reports consolidation of costs.
Construction
according to
drawings and project
management
Rectifying
Handling customer complaints. complaints. abnormalities.
Completion and
inspection.
Closing the project.
Warranty service.
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(III) The supply of main raw material:
-
The Company's procurement of materials and equipment varies depending on the provisions of the engineering contracts. Except for a few cases where the contracts include labor and materials, the rest are procured by our company itself. The main materials and equipment include generators, air ducts, dampers, wires and cables, raised floors, various fittings, distribution panels, and steel reinforcement. We have established stable supply relationships with suppliers for these materials and equipment.
-
(IV) Name of trade partner representing more than 10% of total purchases (sales) in any of the previous two years, and the amount and percentage of purchase (sale). Describe the cause of any variation.
-
Information on the main suppliers in the past two years Suppliers whose purchases exceeded 10% of total Company purchases in any one of the last two years of the Company. In addition to raw material procurement, our company also subcontracts certain projects to subcontractors. The selection of suppliers varies depending on the nature of each project, client requirements, construction locations, the quality of workmanship, and cooperation with the suppliers. Our company does not heavily rely on a single supplier for the majority of our purchases. We have established solid supply and cooperation relationships with various material and equipment suppliers as well as subcontractors. Therefore, the risk of concentrated purchases is minimal.
-
Information on the main customers in terms of sales in the past two years.
Unit: NTD thousand
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----- Start of picture text -----
Year 2023 2024
Percentage Relationship Percentage Relationship
Item Name Amount of total net with the Name Amount of total net with the
sales (%) publisher sales (%) publisher
1 Customer B 320,272 53.39 None Customer C 358,838 42.15 None
Agency of 233,857 38.98 None Customer B 252,186 29.62 None
2
Corrections
3 Customer C 46,298 7.72 None Customer F 155,283 18.24 None
Taiwan 1,068 0.18 None Formosa 45,177 5.31 None
4 Power Builders,
Company Inc.
5 - - - - Agency of 37,434 4.40 None
Corrections
Others (1,614) (0.27) - Others 2,504 0.28 -
Net sales 599,882 100.00 - Net sales 851,422 100.00 -
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Reasons for change:
The company operates as a professional electromechanical integration engineering service provider. The service relationships with engineering clients are project-based, and the target customers are not fixed, unlike in general manufacturing industries. The company's contracted projects have specified construction periods in the contracts, and unless there are special factors, the construction is carried out according to the project progress. Therefore, when high-value projects are completed, there may be a concentration of engineering service revenue from certain customers during that period.
61
IV. Employee information
Employee information in the last 2 years up till the publication date of this annual report
Unit: people
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----- Start of picture text -----
Current year up to
Year 2023 2024
May 22
Direct employees 53 64 62
Number of Indirect
30 26 27
employees employees
Total 83 90 89
Average age 41.60 42.96 43.37
Average years of service 6.00 5.62 5.7
Doctorate 1.2% 1.1% 1.1%
Master 15.7% 12.2% 15.7%
Qualification College 50.6% 55.6% 55.1%
% University/college 18.1% 16.7% 13.5%
High School 10.8% 11.1% 12.4%
Below High School 3.6% 3.3% 2.2%
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V. Expenses Regarding Environmental Protection
Describing the loss (including damages compensation paid) suffered by the Company due to environmental pollution incidents occurred in the most recent fiscal years and up to the prospectus' publishing date, the total penalty/fine amount, as well as disclosing its future preventive policies (including improvement measures) and possible expenses to be incurred (including possible loss if no preventive measures are taken, and the penalties and estimated damage compensation amount; if reasonable estimation cannot be made, explanation on the facts why it cannot be made shall be stated.): N/A
| Item No. |
Poste | Date of Publication | Violation of Legal Regulations |
Penalty (in NTD thousands) |
Improvements |
|---|---|---|---|---|---|
| 1 | Taiwan High Court Taichung Branch Court |
April 16, 2024 | Waste Disposal Act | The imposed penalty is an execution of a fine of 14,000 thousand NT$, and the ill- gotten gains are 36,645 thousand NT$. |
The Company appealed to the Supreme Court on March 22, 2023, and received a judgment dismissing the appeal on April 16, 2024. According to the decision of the third instance, the Company had recognized a related loss of NTD 28,002 in the financial report for Q1 2024, and the verdict on this case had no significant impact on the Company's operations and finance |
VI. Employer and employee relationships
-
(I) Current implementation status of significant labor-management agreements and employee welfare measures.
-
Employee benefits:
-
(1) Established an Employee Welfare Committee to allocate employee welfare funds and handle various welfare services.
-
(2) Leave and overtime allowances comply with the provisions of the Labor Standards Act.
-
(3) Labor and health insurance are insured according to the regulations of the Labor and Health Insurance Bureau.
-
(4) Employees are entitled to group insurance benefits.
-
(5) Appropriate year-end bonuses are provided.
-
(6) The Employee Welfare Committee has established various subsidies and condolence payments.
-
(7) Implemented an employee profit-sharing and stock ownership system to share the
-
62
company's operating results.
-
Employee Education, Training, and Implementation Status
- Annual education and training plans are developed and various pre-employment, onthe-job, and professional training programs are conducted for employees.
-
Retirement system and the status of its implementation:
-
(1) The company has established a "Employee Retirement Pension Scheme" and handles it in compliance with the Labor Standards Act. Currently, a reserve fund is allocated at a rate of 2% of the total monthly salary, stored in the Retirement Pension Reserve Account of the Central Trust of China.
-
(2) The company implemented the Labor Pension Act starting from July 1, 2005, and adopted a defined contribution system. After implementation, employees can choose to apply the retirement pension provisions under the Labor Standards Act or apply the retirement pension system under the Labor Pension Act while retaining their years of service before the application of the Act. For employees subject to the Labor Pension Act, the company's monthly contribution rate to the employee retirement pension shall not be lower than 6% of the employee's monthly salary.
-
-
Agreements and Measures for Protecting Employee Rights between Labor and Management:
- The company's labor and management have maintained a harmonious relationship through rational communication. An Employee Welfare Committee has been established to plan employee welfare matters, and both labor and management can use the committee to maintain good labor-management relations. The company also holds labor-management meetings quarterly to enhance harmony between labor and management.
-
(II) In the most recent years and up until publication of the Annual Report has the Company suffered any losses due to labor disputes? Please disclose the possible amount of losses currently and in the future and related measures: None
VII. Information Security Management
-
(I) Information security Organization
-
The company plans to establish an Information Security Team, with the General Manager serving as the Chairman, responsible for overseeing and reviewing information security risk management and performance goals. The Head of the Information Department will serve as the Executive Secretary, responsible for planning and executing all information security management tasks, and will regularly report on security objectives and achievements to the Chairman. Representatives from each department will serve as team members, assisting the Executive Secretary in implementing information security measures.
-
(II) Current Information Security Policy The Company follows relevant information security laws and provides appropriate protection measures for its information assets to ensure confidentiality, integrity, and availability. This serves as the highest guiding policy for the Company's information security management and operations. Regular assessments are conducted to evaluate potential hazards and their impact on the company's information assets. Emergency response measures and recovery plans are developed for critical information assets and key business operations to ensure business continuity. Employee awareness and adherence to information security practices are promoted, establishing responsibilities, principles, and behavioral norms related to information security within relevant business areas. Third-party individuals, including vendors, customers, and those who come into contact with the company's information environment, are required to comply with the company's information security policy.
63
(III) Current Information Security Policy
-
User privilege management: Users shall be granted different access privilege according to their security levels.
-
Operating System Access Security Management: Installation of operating systems is performed according to company regulations, with integration into the Company's domain for centralized management. Regular security updates are conducted for operating systems, and antivirus software is installed on company servers and computers, with daily automatic downloads, updates, and virus scans. Periodic password updates and configuration measures are implemented for user accounts.
-
Application Software Security Management: Installation of additional software, apart from those required for information operations and tool software, must be applied for and approved separately.
-
Set the isolation and filtering mechanism of banned websites in the firewall to block traffic to avoid affecting network quality and security.
-
Network Communication Security Management: External VPN (remote) access and internal access (file transfer, instant messaging, special connections, etc.) require review by the Information Department and approval from authorized supervisors.
-
Application System Security Management: The Information Department restricts access to and updates of source code to authorized personnel only. Different program execution permissions are set according to business requirements.
-
Backup Management: System disaster recovery measures and database backup management procedures are established.
-
Asset Management: Asset numbering and inventory are conducted regularly for server room equipment and personal computers.
- User training is provided through physical or online means to educate users on setting up and operating secure mechanisms within the operating system. Additionally, information on current virus sources (Trojans, backdoors, worms, etc.), infection methods, and preventive measures are provided to enhance users' knowledge of information security protection.
-
(VI) The Company did not encounter any information security incidents in 2024, and continues to achieve the goal of zero information security incidents.
VIII. Major contracts
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----- Start of picture text -----
Contract nature Parties involved Contract start and end dates Main details Restrictive clauses
Ministry of Effective from November 1, 2019,
Justice construction will proceed Bade Foreign Warranty
Engineering
Correctional according to the schedule in order Service Prison commitments are
Contract
Administration to facilitate inspection and MEP Engineering provided.
Bade Prison acceptance.
Effective from January 2, 2024, Taoyuan MRT
construction will proceed A14 station water, Warranty
Engineering Formosa
according to the schedule in order electricity and commitments are
Contract Builders, Inc.
to facilitate inspection and environmental provided.
acceptance. control project
Effective from March 1, 2024,
construction will proceed Warranty
Engineering Geological drilling
Customer C according to the schedule in order commitments are
Contract operations
to facilitate inspection and provided.
acceptance.
Effective from May 1, 2024, Warranty
Engineering Landscaping
Customer F construction will proceed commitments are
Contract Project
according to the schedule in order provided.
----- End of picture text -----
64
| to facilitate inspection and acceptance. |
to facilitate inspection and acceptance. |
to facilitate inspection and acceptance. |
to facilitate inspection and acceptance. |
to facilitate inspection and acceptance. |
|---|---|---|---|---|
| Engineering Contract Customer C Effective from August 1, 2024, construction will proceed according to the schedule in order to facilitate inspection and acceptance. Site maintenance engineering Warranty commitments are provided. |
||||
| Engineering Contract |
Customer B | Effective from March 18, 2025, construction will proceed according to the schedule in order to facilitate inspection and acceptance. |
Phase 6 replacement project |
Warranty commitments are provided. |
65
Five. Review and Analysis of Overview of Finance and Financial Performance, and Risk Management
- I. Summarized financial information for the last 5 years
(1) 1. Condensed balance sheet- IFRSs (individual Financial Report)
Unit: NTD thousand
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----- Start of picture text -----
Year
Financial information for the last 5 years (Note 1)
Item
2020 2021 2022 2023 2024
Current assets 744,275 757,826 523,914 619,634 715,437
Property, plant and equipment 159,604 152,052 135,150 120,628 13,423
Intangible assets 3,671 2,316 1,152 407 15
Other assets 402,716 248,724 238,845 345,626 769,922
Total assets 1,310,266 1,160,918 899,061 1,086,295 1,498,797
Current Before dividend 652,862 512,158 732,565 687,956 542,041
liabilities After dividend 652,862 512,158 732,565 687,956 542,041
Non-current liabilities 124,034 378,164 34,951 241,305 248,314
Total Before dividend 776,896 890,322 767,516 929,261 790,355
liabilities After dividend 776,896 890,322 767,516 929,261 790,355
Equity attributable to the owners of
533,370 270,596 131,545 157,034 708,442
the parent company
Share capital 731,471 731,471 781,471 513,736 730,736
Capital reserve 3,464 44,723 69,473 85,217 66,380
Retained Before dividend (203,640) (505,260) (718,565) (441,272) (449,962)
earnings After dividend (203,640) (505,260) (718,568) (441,272) (Note 2)
Other equity 2,075 (338) (834) (647) 361,288
- - - - -
Treasury stocks
- - - - -
Non-controlling interests
Total Before dividend 533,370 270,596 131,545 157,034 708,442
equities After dividend 533,370 270,596 131,545 157,034 708,442
----- End of picture text -----
Note 1: All financial information from 2020 to 2024 has been audited. Note 2: Proposal for 2024 deficit compensation is yet to be resolved by the shareholders' meeting.
66
2. Condensed balance sheet - IASs (consolidated financial statements)
Unit: NTD thousand
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----- Start of picture text -----
Year March 31, 2025
2020 2021 2022 2023 2024
Item (Note 3)
Current assets 1,155,510 1,095,932 714,513 875,894 984,992 945,061
Property, plant and equipment 192,534 162,558 143,605 127,701 19,496 18,562
Intangible assets 40,768 6,182 4,709 3,685 15 9
Other assets 333,097 258,870 186,459 205,271 650,170 660,971
Total assets 1,721,909 1,523,542 1,049,286 1,212,551 1,654,673 1,624,603
Current Before dividend 1,024,417 832,989 867,486 811,990 697,585 676,663
liabilities After dividend 1,024,417 832,989 867,486 811,990 697,585 676,663
Non-current liabilities 179,643 419,957 50,255 243,527 248,646 249,286
Total Before dividend 1,204,060 1,252,946 917,741 1,055,517 946,231 925,949
liabilities After dividend 1,204,060 1,252,946 917,741 1,055,517 946,231 925,949
Equity attributable to the owners
533,370 270,596 131,545 157,034 708,442 698,654
of the parent company
Share capital 731,471 731,471 781,471 513,736 730,736 730,736
Capital reserve 3,464 44,723 69,473 85,217 66,380 66,380
Retained Before dividend (203,640) (505,260) (718,565) (441,272) (449,962) (459,523)
earnings After dividend (203,640) (505,260) (718,565) (441,272) (Note 2) (Note 2)
Other equity 2,075 (338) (834) (647) 361,288 361,061
- - - - - -
Treasury stocks
- - - - -
Non-controlling interests (15,521)
Total Before dividend 517,849 270,596 131,545 157,034 708,442 698,654
equities After dividend 517,849 270,596 131,545 157,034 708,442 698,654
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Note 1: All financial information from 2020 to 2024 has been audited.
Note 2: Proposal for 2024 deficit compensation is yet to be resolved by the shareholders' meeting. Note 3: The Q1 2025 financial statements have been reviewed by CPAs.
67
(2) 1. Comprehensive income statement - IFRSs (individual Financial Report)
Unit: Except for earnings per share in NT; NT Thousands
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Year
Financial information for the last 5 years (Note 1)
Item
2020 2021 2022 2023 2024
Operating revenue 1,103,576 1,016,187 985,170 421,215 843,799
Operating gross profit 27,833 31,994 (6,113) 71,824 191,657
Operating profits and losses (97,702) (80,126) (101,003) (13,631) 98,840
Other revenue and expenses 12,155 (144,727) (133,544) (102,047) (180,006)
Net profit before tax (85,547) (224,853) (234,547) (115,678) (81,166)
Net income (loss) from
(58,414) (305,978) (213,585) (113,887) (93,363)
continuing operations
Losses from discontinued operations - - - - -
Net income (loss) (58,414) (305,978) (213,585) (113,887) (93,363)
Current term other
comprehensive profit/loss (net 363 (1,519) (216) 632 361,391
amount after tax)
Total comprehensive income (58,051) (307,497) (213,801) (113,255) 268,028
the owners of the parent companyNet income (loss) attributable to - - - - -
Net profit (loss) attributable to - - - - -
non-controlling equity
Comprehensive profit (loss)
- - - - -
attributable to the owners of the
parent company
Comprehensive income
- - - - -
attributable to non-controlling
shareholders
Earnings (losses) per share ($) (0.80) (4.18) (2.73) (1.72) (1.46)
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Note 1: All financial information from 2020 to 2024 has been audited.
68
2. Condensed statement of comprehensive income- IASs (consolidated financial statements)
Unit: Except for earnings per share in NT; NT Thousands
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----- Start of picture text -----
Year March 31,
Financial information for the last 5 years (Note 1)
2025 (Note 2)
Item
2020 2021 2022 2023 2024
Operating revenue 1,633,103 1,618,649 1,283,006 599,882 851,422 196,323
Operating gross profit 144,401 54,406 (114,043) 24,177 71,413 17,330
Operating profits and losses (60,541) (111,429) (232,375) (125,315) (30,564) (8,884)
Other revenue and expenses (19,121) (102,290) (30,112) (9,764) (71,198) 1,628
Net profit before tax (79,662) (213,719) (262,487) (135,079) (101,762) (7,256)
Net income (loss) from
(67,479) (310,184) (213,585) (113,887) (93,363) (9,561)
continuing operations
Losses from discontinued operations - - - - - -
Net income (loss) (67,479) (310,184) (213,585) (113,887) (93,363) (9,561)
Current term other
comprehensive profit/loss (net 614 (1,115) (216) 632 361,391 (227)
amount after tax)
Total comprehensive income (66,865) (311,299) (213,801) (113,255) 268,028 (9,788)
Net income (loss) attributable to
the owners of the parent (58,414) (305,978) (213,585) (113,887) (93,363) (9,561)
company
- - -
Net profit (loss) attributable to -
non-controlling equity (9,065) (4,206)
Comprehensive profit (loss)
attributable to the owners of the (58,051) (307,497) (213,801) (113,255) 268,028 (9,788)
parent company
- - -
Comprehensive income
-
attributable to non-controlling (8,814) (3,802)
shareholders
Earnings (losses) per share ($) (0.80) (4.18) (2.73) (1.72) (1.46) (0.13)
----- End of picture text -----
Note 1: All financial information from 2020 to 2024 has been audited.
Note 2: The Q1 2025 financial statements have been reviewed by CPAs.
69
(III) The CPA’s name and the opinion of last five years:
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----- Start of picture text -----
Year Name of CPA firm Name of auditors Audit opinion
Baker Tilly Clock & CO CHOU, YIN-LAI,
2020 Unqualified opinion
LAI, CHIA-YU
Unqualified opinion
CHOU, YIN-LAI,
2021 Baker Tilly Clock & CO (Material uncertainty
LAI, CHIA-YU
of the going concern)
Unqualified opinion
CHANG,CHIN-TE,
2022 Crown & Co., CPAs (Material uncertainty
HUANG,CHIH-FU
of the going concern)
CHANG,CHIN-TE,
2023 Crown & Co., CPAs Unqualified opinion
HUANG,CHIH-FU
Chang, Chin-Te and
2024 Crown & Co., CPAs Unqualified opinion
Lee, Yu-Chih
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II. Financial analysis for the previous 5 years
(I) Financial analysis – IAS (individual Financial Report)
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----- Start of picture text -----
Year Financial analysis for the previous 5 years (Note 1)
Analysis items (Note 2) 2020 2021 2022 2023 2024
Financial Debt to assets ratio 59.29 76.69 85.37 85.54 52.73
structure Long-term Fund for Property, Plant
411.90 426.67 123.19 330.22 7,127.74
(%) and Equipment
Current ratio 114.00 147.97 71.52 90.07 131.99
Solvency
Liquid ratio 84.50 126.37 64.94 84.11 114.23
(%)
Times Interest Earned Ratio (14.89) (31.93) (34.31) (4.58) (2.98)
Average collection turnover (times) 3.24 3.20 3.72 2.40 14.46
Average collection days 112.65 114.06 98.11 152.08 25.24
Average inventory turnover (times) 3.67 - - - -
Operating Average payable turnover (times) 3.30 2.96 3.92 1.81 3.87
capacity Days sales outstanding 99.42 - - - -
Property, Plant and Equipment
6.73 6.52 6.86 3.29 12.59
Turnover (Times)
Total asset turnover (times) 0.85 0.82 0.96 0.42 0.65
Return on assets (%) (4.17) (24.32) (20.22) (9.80) (5.96)
Return on shareholders’ equity (%) (10.39) (76.12) (106.22) (78.93) (21.57)
Profitability EBT to Paid-in capital ratio (%) (11.70) (30.74) (30.01) (22.52) (11.11)
Net Profit (losses) Margin (%) (5.29) (30.11) (21.68) (27.04) (11.06)
Earnings (losses) per share ($) (0.80) (4.18) (2.73) (1.72) (1.46)
Year Financial analysis for the previous 5 years (Note 1)
Analysis items (Note 2) 2020 2021 2022 2023 2024
Cash flow ratio (%) 3.97 (27.88) 6.72 (11.50) 26.17
Cash
Cash flow adequacy ratio (%) 113.99 - 7.39 8.53 (0.88)
flow
Cash flow reinvestment ratio (%) 3.39 (18.42) 15.87 (19.18) 13.87
Leverage [O][p][eratin][g][ levera][g][e ] Note 3 Note 3 Note 3 Note 3 1.21
Financial leverage Note 3 Note 3 Note 3 Note 3 1.26
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Explanations for the variations of financial ratios in the latest two years (variations above 20%):
-
Debt to asset ratio and long-term fund to property, plant and equipment ratio: Mainly due to the resolution by the Board of Directors in June 2024, to reclassify the land and buildings of the Guanyin Factory as investment property, amounting to NTD 451,000 thousand, to recognize the revaluation increment of property as other equity (equity items), amounting to NTD 361,929 thousand, and to lease properties to third parties to enhance asset utilization and increase income.
-
Operating capacity: Due to zero balance in net accounts receivable at the end of 2024 and an increase in revenue compared to the previous period, the accounts receivable turnover rate increased compared to the previous period.
-
Profitability: Revenue and gross profit increased compared to the previous period, while management expenses remained stable. Non-operating expenses rose, mainly due to expenses related to the clearance of recycled products stored at Chi Guo Quarry in Taichung. As a result, the after-tax loss only decreased slightly, leading to a difference in profitability ratios compared to the previous period.
-
Cash flow: The decrease in cash flow ratio and reinvestment ratio was mainly due to a significant decrease in net cash outflow from operating activities and a decrease in contract assets and accounts receivable.
-
Note 1: All financial information from 2020 to 2024 has been audited.
Note 2: Equation of financial analysis:
-
Financial structure (%)
-
(1) Debt to asset ratio = Total liabilities / Total assets
-
(2) Long-term Fund to Property, Plant, and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment.
-
Debt servicing capability
-
(1) Current ratio = current assets / current liabilities.
-
(2) Quick ratio = (current-inventory-prepaid expense)/current liabilities
-
(3) Interest coverage ratio = net profit before interest and tax / interest expenses for the current period.
-
Operating capacity
-
(1) Accounts receivable (including accounts receivable and notes receivable from operations) turnover=net sales/ average account receivable balance (including accounts receivable and notes receivable from operations)
-
(2) Average collection days=365/Average collection turnover
-
(3) Average inventory turnover=cost of goods sold/ average inventory
-
(4) Average payable turnover (including accounts payable and notes payable from operation) = cost of goods sold/ average payables balance (including accounts payable and notes payable from operations)
-
(5) Average sales days=365/ inventory turnover
-
(6) Property, Plant, and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment.
-
(7) Total assets turnover = Net sales / Average total assets
-
Profitability
-
(1) Return on assets = (after tax profit + interest expenses x (1- tax rate)) / average asset balance.
-
(2) Return on Equity = Net Income / Average Shareholders’ Equity.
-
(3) Net margin
-
(4) Earnings Per Share = (Net income attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding.
-
Cash flow
-
(1) Cash flow ratio= cash flow from operation activities/ current liabilities
-
(2) Net cash flow adequacy flow ratio= cash flow from operational activities of latest five years/(capital expenditure+ inventory incremental+ cash dividend) of latest five years
-
(3) Cash flow reinvestment ratio (%) = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital).
-
Leverage ratio
-
(1) Operating leverage=(Net operating revenue-changed operating costs and expenses)/operating income
-
(2) Financial leverage ratio= operation income/(operation income-interest expense)
71
Note 3: Since operating income is negative, there is no reason for analysis.
(II) Financial analysis – IAS (consolidated financial statements)
| (II) Financial analysis – IAS (consolidated financial statements) | (II) Financial analysis – IAS (consolidated financial statements) |
|---|---|
| Year Analysis items (Note 3) Financial analysis for the previous 5 years (Note 1) March 31, 2025 (Note 2) 2020 2021 2022 2023 2024 |
|
| Financial | Debt to assets ratio 69.93 82.24 87.46 87.05 57.19 57.00 |
| structure (%) |
Long-term Fund for Property, Plant and Equipment 362.27 424.80 126.60 313.67 4,909.15 5,106.89 |
| Current ratio 112.80 131.57 137.64 107.87 141.20 139.66 |
|
| Solvency % |
Liquid ratio 101.32 113.79 109.76 100.46 121.63 115.11 |
| () | Times Interest Earned Ratio (10.15) (17.24) (24.35) (5.48) (3.67) (0.63) |
| Average collection turnover (times) 4.33 4.45 3.91 2.00 19.52 1.44 |
|
| Average collection days 84.29 82.02 93.35 182.50 18.69 253.47 |
|
| Average inventory turnover (times) 3.32 0.16 - - - - |
|
| Operating capacity |
Average payable turnover (times) 3.65 3.32 3.59 1.88 2.83 0.73 |
| Days sales outstanding 109.93 2,281.25 - - - - |
|
| Property, plant and equipment turnover (times) 7.86 9.12 8.38 4.42 11.57 2.75 |
|
| Total asset turnover (times) 1.01 1.00 1.00 0.53 0.59 0.14 |
|
| Profitability | Return on assets (%) (3.81) (18.28) (15.96) (8.59) (5.30) (0.41) |
| Return on shareholders’ equity (%) (12.10) (77.62) (106.22) (78.93) (21.57) (2.47) |
|
| EBT to Paid-in capital ratio (%) (10.89) (29.22) (33.59) (26.29) (13.93) (0.99) |
|
| Net Profit (losses) Margin (%) (4.13) (18.90) (16.65) (18.98) (10.97) (4.87) |
|
| Earnings (losses) per share ($) (0.80) (4.18) (2.73) (1.72) (1.46) (0.13) |
|
| Cash flow | Cash flow ratio (%) 16.23 (21.31) (31.72) (35.88) (1.47) (15.14) |
| Cash flow adequacy ratio (%) 159.01 42.37 (82.52) 8,244.71 (473.95) 180.53 |
|
| Cash flow reinvestment ratio (%) 22.25 (21.12) (46.96) (50.11) (0.98) (9.88) |
|
| Leverage | Operating leverage Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 |
| Financial leverage Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 |
|
| Explanations for the variations of financial ratios in the latest two years (variations above 20%): 1. Debt to asset ratio and long-term fund to property, plant and equipment ratio: Mainly due to the resolution by the Board of Directors in June 2024, to reclassify the land and buildings of the Guanyin Factory as investment property, amounting to NTD 451,000 thousand, to recognize the revaluation increment of property as other equity (equity items), amounting to NTD 361,929 thousand, and to lease properties to third parties to enhance asset utilization and increase income. 2. Operating capacity: Due to zero balance in net accounts receivable at the end of 2024 and an increase in revenue compared to the previous period, the accounts receivable turnover rate increased compared to the previous period. 3. Profitability: Revenue and gross profit increased compared to the previous period, while management expenses remained stable. Non-operating expenses rose, mainly due to expenses related to the clearance of recycled products stored at Chi Guo Quarry in Taichung. As a result, the after-tax loss only decreased slightly, leading to a difference in profitability ratios compared to the previous period. 4. Cash flow: The decrease in cash flow ratio and reinvestment ratio was mainly due to a significant decrease in net cash outflow from operatingactivities and a decrease in contract assets and accounts receivable. |
Note 1: All financial information from 2020 to 2024 has been audited.
Note 2: The Q1 2025 financial statements have been reviewed by CPAs.
Note 3: For the calculation formula of the financial analysis, please refer to Note 2 in the above table. Note 4: Since operating income is negative, there is no reason for analysis.
72
III. Audit Committee’s report on the review of the latest financial report
Audit Committee’s Review Report
The 2024 business report, financial report (including the consolidated and parent-only financial statements), and deficit compensation proposal have been prepared and submitted by the board of directors; the financial report has been audited by Crown & Co., CPAs with the independent auditor’s report presented.
The aforesaid business report, financial report, and deficit compensation proposal have been reviewed by the Audit Committee without
inconsistence found. It is hereby presented the report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review
For
2025 Regular Shareholders’ Meeting
Lung Ming Green Energy Technology Engineering Co., Ltd. Convener of the Audit Committee: Cheng, Yun-Da
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73
IV. Financial report and independent auditors' report for the most recent year
For more details, please see the Financial Reports in the Electronic Book section of the MOPS or visit the Investor section on the Company's website.
V. Latest audited individual financial statements.
For more details, please see the Financial Reports in the Electronic Book section of the MOPS or visit the Investor section on the Company's website.
VI. In the last year and up until the publication date, any financial difficulties met by the Company and its affiliates: n/a.
VII. Analysis of financial position
Unit: NTD thousand
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----- Start of picture text -----
Year 2024 2023 Discrepancy
Item Amount Amount Amount %
Current assets 984,992 875,894 109,098 12.46
Property, plant and
19,496 127,701 (84.73)
equipment (108,205)
Intangible assets 15 3,685 (3,670) (99.59)
Other assets 650,170 205,271 444,899 216.74
Total assets 1,654,673 1,212,551 442,122 36.46
Current liabilities 697,585 811,990 (114,405) (14.09)
Non-current liabilities 248,646 243,527 5,119 2.10
Total liabilities 946,231 1,055,517 (109,286) (10.35)
Equity attributable to the
owners of the parent 708,442 157,034 351.14
company 551,408
Share capital 730,736 513,736 217,000 42.24
Capital reserve 66,380 85,217 (18,837) (22.10)
Retained earnings (449,962) (441,272) (8,690) 1.97
Other equity 361,288 (647) 361,935 (55,940.49)
Treasury stocks 0 0 0 0
Non-controlling interests 0 0 0 0
Total equities 708,442 157,034 551,408 351.14
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An analysis of the changes of at least 20% and the amount of the changes of at least NT$100,000 thousand is as follows:
-
Property, plant and equipment, other assets, equity attributable to the owners of the parent company, and other equity: Mainly due to the resolution by the Board of Directors in June 2024, to reclassify the land and buildings of the Guanyin Factory as investment property, amounting to NTD 451,000 thousand, and to recognize the revaluation increment of property as other equity (equity items), amounting to NTD 361,929 thousand.
-
Share capital: Mainly due to capital increase through private placements of 11,700 common shares in May 2024 and 10,000 common shares in June 2024.
74
VIII.Performance analysis
- (I) Reasons for significant changes in operating income, net operating income and net income before tax for the most recent two years
Unit: NTD thousand
| Year Item 2024 2023 Discrepancy Amount Amount Amount % |
Year Item 2024 2023 Discrepancy Amount Amount Amount % |
|---|---|
| Amount Amount Amount % |
|
| Operatingrevenue | 851,422 599,882 251,540 41.93 |
| Operatingcost | 780,009 575,705 204,304 35.49 |
| Operating grossprofit | 71,413 24,177 47,236 195.38 |
| Operatingexpenses | 101,977 149,492 (47,515) (31.78) |
| Operatingincome(loss)– net | (30,564) (125,315) 94,751 (75.61) |
| Other revenue and expenses | (71,198) (9,764) (61,434) 629.19 |
| Net income(loss)before tax | (101,762) (135,079) 33,317 (24.66) |
| Net income(loss)after tax | (93,363) (113,887) 20,524 (18.02) |
| Other consolidated income/loss |
361,391 632 360,759 57,082.12 |
| Total comprehensive income | 268,028 (113,255) 381,283 (336.66) |
| An analysis of the changes of at least 20% and the amount of the changes of at least NT$40,000 thousand is as follows: 1. Operating revenue, cost, and gross profit: Mainly due to a new grading engineering contract with a well- known foreign company for its offshore wind power plant in Taichung in 2024. The construction progress resulted in an increase in construction revenue and costs recognized under the percentage of completion method, resulting in higher construction gross profit. Consequently, there was a significant difference in both the amount and percentage of change between 2024 and 2023. 2. Operating expenses: Mainly due to a reduction in expenditures, resulting in lower management expenses compared to 2023. 3. Net operating loss: Mainly due to the increase in revenue in 2024 compared to 2023, resulting in an increase in gross profit, and a decrease in operating expenses in 2024 compared to 2023, resulting in a decrease in net operating loss in 2024. 4. Non-operating income and expenses: Mainly attributable to non-operating expenses related to the clearance of recycled products stored at Chi Guo Quarry in Taichung. 5. Other comprehensive income: Mainly due to the resolution by the Board of Directors in June 2024, to reclassify the land and buildings of the Guanyin Factory as investment property, amounting to NTD 451,000 thousand, and to recognize the revaluation increment of property as other equity (equity items), amountingto NTD 361,929 thousand. |
An analysis of the changes of at least 20% and the amount of the changes of at least NT$40,000 thousand is as follows:
-
Net operating loss: Mainly due to the increase in revenue in 2024 compared to 2023, resulting in an increase in gross profit, and a decrease in operating expenses in 2024 compared to 2023, resulting in a decrease in net operating loss in 2024.
-
Non-operating income and expenses: Mainly attributable to non-operating expenses related to the clearance of recycled products stored at Chi Guo Quarry in Taichung.
-
Other comprehensive income: Mainly due to the resolution by the Board of Directors in June 2024, to reclassify the land and buildings of the Guanyin Factory as investment property, amounting to NTD 451,000 thousand, and to recognize the revaluation increment of property as other equity (equity items), amounting to NTD 361,929 thousand.
-
(II) The expected sales volume and its basis, the possible impact on the Company's financial operations in the future and the plan to respond to it
The Company and its subsidiaries are mainly engaged in the contracting, construction and system integration related businesses of civil construction, electromechanical and cleanroom projects. However, due to the continued impact of the slow recovery from the COVID-19 pandemic, the capital expenditures in various industries are still conservative, which has a significant impact on the Company's challenges. By the diverse engineering capabilities and technologies developed over the years, the Company continues to proactively develop markets in various fields, such as commercial office building, residential buildings and mechanical engineering. In addition to strictly selecting projects to ensure the quality and profitability of our own projects, we will continue to invest in projects related to the technology and green energy industries, which will also generate revenue and profitability in the future.
75
IX. Analysis of Cash Flow
(I) Analysis of changes in the cash flow for the most recent years:
Unit: NTD thousand
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----- Start of picture text -----
Year Increase (decrease)
2024 2023
Item Amount Ratio (%)
Operating activity (10,253) (291,363) 281,110 96.48
Investing activities (161,853) 101,057 (262,910) (260.16)
Financing activities 141,130 301,057 (159,927) (53.12)
Analysis of changes in cash flows:
1. Operating activities: The difference between the two periods was mainly due to a decrease in
contract assets for 2024 construction projects, as the client gradually completed inspection and
acceptance procedures.
2. Investing activities: The difference between the two periods was mainly due to construction
project financing obtained from the bank and the increase in cash outflow from restricted assets
compared to 2023.This increase was attributable to the provision of a warranty guarantee and
performance bond to the client in 2024.
3. Financing activities: The difference between the two periods was mainly due to the repayment
of short-term borrowings from the Chairman and major shareholders in 2024.
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(II) Remedial plans for illiquidity problems: n/a.
(III) Analysis of the liquidity of cash for the coming year:
Unit: NTD thousand
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----- Start of picture text -----
Opening cash Expected cash Projected net cash Projected cash Financing of cash deficits
balance (1) generated from inflow from investing surplus
operating activities and financing activities (deficit) (1) + Investment
Financing plans
for the year (2) for the year (3) (2) + (3) plans
113,225 60,000 10,000 183,225 - -
----- End of picture text -----
- Analysis of changes in cash flow for the current year (2025):
| 1. Ana | lysis of changes in cash flow for the current year (2025): |
| (1) | Operating activities: It is expected that the construction revenue will be greater than the |
| expenditure amount. The construction projects will be completed and some of the retention money | |
| recovered, resulting in a net cash inflow of NTD 60,000 thousand, and the net cash inflow from | |
| operating activities is expected to be NTD 60,000 thousand. | |
| (2) | Investing activities: In the coming year, the Company will focus on developing its core business, |
| while providing and retrieving some of the restricted deposits after the construction projects are | |
| completed. The net cash inflow from investing activities is expected to be NTD (40,000) thousand. | |
| (3) | Financing activity: The Company will continue to use its own cash inflow and its own capital to |
| support its core business. It is expected that in Q3, there will be a cash inflow of NTD 150,000 | |
| thousand from the private placement of common shares and a cash outflow of NTD 100,000 | |
| thousand from the repayment of loans, resulting in an estimated net cash inflow of NTD 50,000 | |
| thousand from financing activities. | |
| 2. Plans to address anyilliquidity problems;and analysis of the cash liquidityfor the coming year: n/a. |
X. Material capital expenditures in the most recent year and impacts on business performance: None.
- XI. Causes of profits or losses incurred on investments in the most recent year, and any rectification or investments planned for next year
76
- (I) Investment policy in recent years Regarding the business management policy of the Company's investee business, the Company's internal control system’s "investment cycle," "procedures for transactions with related parties, specific companies and group companies," "regulations on supervision and management of subsidiaries," and "procedures of the acquisition and disposal of assets" is used as a guideline for the management of the investee companies. Each investee company regularly submits its financial information to the Company to keep the Company informed of its financial position. In addition, the Company's internal auditors regularly review the operating conditions and the implementation of internal controls of each investee company in order to facilitate the management on the investee companies and enable the Company to effectively control the operation of each investee company.
(II) Main reasons for the profit/loss of the investee business and rectification plans
Unit: NTD thousand
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----- Start of picture text -----
Investment
Amount of Main causes of profit or
Item/description Policies income (loss) in Rectification plans
investment loss
2024
The Company is The new contracted project
mainly engaged in for Bade Minimum- The parent company
the contracting Security Prison, Agency of expects to raise capital by
projects, such as Corrections was affected issuing shares of NTD 100
civil engineering, by the pandemic. million to improve its
Tung Kai electrical and Therefore, the cost of raw capital structure and
Construction Co., 534,804 mechanical works (124,007) materials and labor proactively pursue public
Ltd and cleanrooms, increased and the gross works bids of more than
as well as system profit margin changed NTD 100 million in order
integration related from positive to negative, to stack up
business operation which led to an increase in accomplishments, thereby
with the parent raw materials and labor increasing profits.
company. force due to the pandemic
Self-Use
TUNG CHUANG Renewable The revenue generated
RESOURCE 8,000 Energy 196 from operations was -
TECHNOLOGY Generation primarily affected by the
CO., LTD. Equipment northern climate.
Business.
Due to the fact that the
investment in lottery
Gampire To expand into business in Cambodia has The Company will
Technology Co., 155,500 different business (4,657) not yet reached economies consider developing new
Ltd. fields of scale, a loss on businesses and customers.
investment was
recognized.
Xingrongxing
Environmental
-
Protection 0 Waste disposal 1,645 [The liquidation process has ]
been completed.
Technology Co.,
Ltd.
Self-Use The company will set up
Renewable The company has not yet its own power generation
Shuangjian
Energy reached economies of scale facilities by using
Photoelectric 15,525 (350)
Generation and was affected by the renewable energy and sell
Limited
Equipment southern climate. its generated power to the
Business. local power grid operators.
TUNG KAI
TECHNOLOGY 39,644 The main business
ENGINEERING US$1,205 Investment 290 activities in China are still -
Holdings
CO., LTD. thousand suspended.
(SAMOA)
Tung Kai Research and The company has applied
The main business
Technology 23,606 development, to the local administrative
(329) activities are still
Engineering US$700 thousand design, authorities for cancellation
suspended
(Shanghai) Co., Ltd. manufacturing, of business registration
----- End of picture text -----
77
| Item/description Amount of investment Policies Investment income (loss) in 2024 Main causes of profit or loss Rectification plans |
Item/description Amount of investment Policies Investment income (loss) in 2024 Main causes of profit or loss Rectification plans |
Item/description Amount of investment Policies Investment income (loss) in 2024 Main causes of profit or loss Rectification plans |
Item/description Amount of investment Policies Investment income (loss) in 2024 Main causes of profit or loss Rectification plans |
Item/description Amount of investment Policies Investment income (loss) in 2024 Main causes of profit or loss Rectification plans |
Item/description Amount of investment Policies Investment income (loss) in 2024 Main causes of profit or loss Rectification plans |
|---|---|---|---|---|---|
| and technical consulting services for purification systemequipment |
|||||
| Wingo investment Co., Ltd. |
- | Lottery Issuing | (4,308) | The Board of Directors resolved to dispose of all equity interest in June 2024. |
- |
(III) Investment plans for the coming year
The Company's investment plan for 2025 aims to strengthen the positioning of each investee company in the Group in order to stabilize the Group structure and generate investment synergies. The Company shall strengthen its core business of electrical and mechanical engineering; complemented by green energy and photovoltaics as the main investment, the Company shall also implement the equity investment strategy in order to contribute to the overall operation and profitability of the Group.
XII. Risk evaluation
(I) Impact of interest rate, exchange rate, and inflation on the Company’s earnings, and responsive measures:
-
Impact of interest changes, and their future countermeasures: The Company's and its subsidiaries' interest income and finance costs accounted for 0.10%, 3.48% and 0.15%, 2.56% of net operating revenues in 2023 and 2024, respectively, which represented a minor percentage of net operating revenues. In terms of interest income, the Company's interest income mainly consists of bank deposit interest. Financial costs consist of interest on bank loans and interest on bonds payable. The increase/decrease in interest on bank loans is mainly due to the change in the amount of bank loans based on the change in the amount of investment in construction projects each year. The change in the amount of interest payable on bonds is mainly due to the issuance of the fourth domestic secured convertible bond in September 2021, which were bought back fully in advance on December 29, 2023 and listing on TPEx was fully stopped.
-
In summary, the interest expenses accounted for only a small percentage of the net operating income of the Company and its subsidiaries; therefore, the impact of changes in interest rates on the Company is not significant. However, with the expansion of the Company's operations and the increasing cash demand from banks, the Company's Finance Department regularly evaluates bank interest rates and maintains close contact with banks to obtain more favorable borrowing rates so as to minimize the impact of interest rate changes on the Company.
-
Impact of exchange rate changes on the Company’s profit/loss and their future countermeasures:
-
The net foreign currency exchange gain (loss) of the Company and its subsidiaries for 2023 and 2024 was $(157) thousand and $391 thousand, representing (0.03)% and 0.05% of the net operating revenues, respectively. Accordingly, the impact of exchange rate fluctuations on the Company is extremely limited because most of the Company's receipts and payments are denominated in New Taiwan dollars, and only overseas sales of electrical and mechanical engineering projects are denominated in foreign currencies. In order to effectively hedge the exchange rate risk in the future, in addition to observing the general economic changes and the
78
central bank's monetary policy, the Company will mainly hedge by purchasing foreign exchange in advance to reduce the exchange rate risk.
-
Impact of interest changes on the Company’s profit/loss, and their future countermeasures:
- The construction projects that the Company and its subsidiaries undertake for a longer period of time are affected by international fluctuations in the cost of bulk raw materials. In order to avoid the reduction of profit or loss due to inflation, the Company's purchasing department regularly reviews the fluctuation of related materials and places purchase orders in advance to reduce the erosion of earnings caused by price increases. Overall, the inflation did not have a significant impact on the Company's profit/loss.
-
(II) Policies on high-risk and highly leveraged investments, loans to third parties, endorsements/guarantees, trading of derivatives, and causes of any profits or losses incurred and future responsive measures:
The Company has established its "regulations for acquisition or disposal of assets," "procedures for handling derivative transactions," procedures for endorsements/guarantees," and "procedures for loaning of funds," which were approved at the shareholders' meeting. The subsidiaries have also established relevant rules and regulations, and relevant transactions are executed in accordance with these rules and regulations. The Company and its subsidiaries do not engage in high-risk and highly leveraged investments, and all of the investments are executed after careful evaluation. The Company only lends funds to subsidiaries over which the Company has control. The Company can fully grasp the operating and financial status of its subsidiaries, and the loans of funds are executed after the approval of the board of directors in accordance with the Company's "Procedures for Loaning of Funds"; further, the amount of the loan of funds did not exceed the limit that the Company is able to lend to a single enterprise and the total limit. Therefore, the Company has not violated the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" and the impact on the financial position is not material.
The guarantees/endorsements provided by the Company for external parties are mainly to assist the subsidiaries in obtaining bank credit lines and undertaking business. The endorsements/guarantees provided by the Company were necessary for normal business operations and did not violate the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" and the Company's "procedures for endorsement and guarantee." Therefore, there was no material adverse impact on the Company's financial condition.
Counter measures for the future: In the future, the Company will continue to focus on the development of its own core business and avoid engaging in high-risk, highly leveraged investments and derivative transactions. Regarding the counterparties of capital loans or endorsement guarantees, the Company will continue to track and evaluate them on a regular basis to avoid adverse effects on the Company and reduce operational risks.
-
(III) Future research and development plans, and the projected expenses: none.
-
(IV) The effect of major policy changes and legal practices, whether domestic or foreign, on the Company’s treasury operations and responsive actions: There is no significant impact on the Company's financial operations due to changes in important domestic and foreign policies and laws in the recent year. The Company operates in compliance with the laws and regulations of domestic and foreign governments. Moreover, the Company pays close attention to important domestic and foreign policies and legal changes at all times, and takes necessary countermeasures
79
proactively in the promptest manner, thus enhancing the comprehensive operating capacity.
-
(V) Financial impacts and responsive measures in the event of technological (including cyber security risks) or industrial changes:
-
Changes in technology (including cyber security risks) and industry changes do not have a significant impact on the Company's finance and operations. However, the Company still needs to keep abreast of changes at all times in order to understand the needs of existing customers and develop new customers.Furthermore, the Company continues to adjust its organization and recruit talented people to join its team in order to maintain its competitiveness, thereby adapting to changes.
-
(VI) Crisis management, impacts, and responsive measures in the event of a change in corporate image:
-
Upholding the management philosophy of honesty, dedication, innovation, and unlimited achievement, the Company and its subsidiaries have a good corporate image. For a long time, nothing has happened to endanger the corporate image, and we will continue to fulfill our corporate social responsibility to achieve the goal of sustainable management. There has been no significant impact on the Company due to the change in corporate image in the most recent year and up to the date of publication.
-
(VII) Expected benefits, risks and responsive measures in relation to mergers and acquisitions: none.
-
(VIII) Expected benefits, risks and responsive measures in relation to mergers and acquisitions: n/a.
-
(IX) Risk from centralized purchasing or selling, and countermeasures: Since the procurement items and specifications vary from project to project, the suppliers we purchase from may vary. As a result, the suppliers vary from year to year and there is no concentration of purchases. In addition, due to the nature of the industry, the Company's sales are not dependent on specific customers. When the total price of a contracted project is relatively high, the revenue from projects during that period may be concentrated in certain customers. Therefore, there is no risk of concentration of sales.
-
(X) Impact and risk associated with large share transfers or changes in shareholdings of directors, supervisors, or shareholders who hold more than 10% of the Company’s shares, and countermeasures: N/A.
-
(XI) Impact and risk associated with changes in management rights, and countermeasures: none。
(XII) Litigation or non-litigation impact and process status:
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----- Start of picture text -----
Litigation Plaintiff Defendant Cause of litigation and matter in
Processing situation and results
year dispute
2018 Gampire Royal Sino The subsidiary, Gampire The criminal lawsuit filed against
Technology Investment Technology Co., Ltd., signed a the Taiwanese person in charge of
Co., Ltd. Group Co., joint venture agreement with RSI. RSI in Taiwan in December 2018
Ltd. (RSI) Gampire Technology Co., Ltd. is currently under investigation.
remitted a total of US$2,500 In July 2019, a criminal lawsuit
thousand persuant to the was filed against the Taiwanese
agreement in August 2017. person in charge of RSI in
However, RSI failed to fulfill its Cambodia, and the person
contractual obligations, and proposed a settlement amount to
therefore Gampire Technology the local Cambodian attorneys
----- End of picture text -----
80
| Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
|---|---|---|---|---|
| Co., Ltd. recognized an investment loss of US$2,500 thousand in the third quarter of 2018. Gampire Technology Co., Ltd. filed criminal lawsuits against Mr.Tai, Hsiao-Feng, the Taiwanese person in charge of RSI, in Taiwan and Cambodia respectively. appointed by Gampire Technology Co., Ltd. Gampire Technology Co., Ltd. has already asked the amount of compensation and is still waiting for the response from the defendant. |
||||
| 2019 Lung Ming Green Energy Technology Engineering Co., Ltd. Chang, Keng-Hsin The Company's former Chairperson, Mr. Chang, Keng- Hsin, abused his position and was suspected of committing breach of trust under the Securities and Exchange Act during his tenure at the Company. Upon the filing of an indictment by the Taiwan Taoyuan District Prosecutor's Office, the Company was informed by a letter from the Securities and Futures Investors Protection Centerr. Therefore, in February 2019, the Company filed a criminal and civil lawsuit against the former chairperson of the Board of Directors,Chang, Keng- Hsin in order to compensate the Company for damages. Taiwan Taoyuan District Court tried in the first instance for the criminal proceeding in July 2021. On March 20, 2023, the High Court issued a criminal sentence of the second instance; the sentence stated: “Chang, Keng- Hsin committed a breach of trust under subparagraph 3, paragraph 1, article 171 of the Securities and Exchange Act and was sentenced to 2 years in prison (Note: 4 years and 6 months in prison in the first instance)”. The Supreme Court, in Criminal Judgment No. 2476, 2023-Tai- Shang-Zi, dated August 24, 2023, upheld the second-instance judgment rendered by the Taiwan High Court. In addition, the civil action was ruled by Taiwan Taoyuan District Court on June 26, 2023 that Geng-Shin Chan should pay a total of NTD 28,184,205 and from February 26, 2019 to the settlement date. After the enforcement procedure, no results were found. Therefore, on October 10, 2023, the Taiwan Shilin District Court issued a certificate of claim bearing interest at an annual rate of 5%. |
||||
| 2019 | Lin, Chien- Heng |
Lung Ming Green Energy Technology |
The Company entered into a consulting contract with the counterparty for a solar power plant. However, a civil lawsuit was filed against the Company due to a dispute over the consultant's labor fee. |
The civil complaint filed against the Company for payment of remuneration in August 2019 was rejected by the Taipei District Court in November 2020. Lin, Chien-Heng objected to the aforementioned judgment and filed an appeal, which was overruled by the Taiwan High Court on March 26, 2024. Lin, Chien-Heng has filed an appeal against the aforementioned verdict, and the case is now being reviewed by the Taiwan Supreme Court as a third-instance proceeding. On December 25, |
| Engineering | ||||
| Co., Ltd. |
81
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----- Start of picture text -----
Litigation Plaintiff Defendant Cause of litigation and matter in
Processing situation and results
year dispute
2024, the Company received a
notice (Year 113 Tai-Shang-Zi
No. 2075) from the Clerk’s
Office of the Taiwan Supreme
Court dismissing the appeal.
Litigation Plaintiff Defendant Cause of litigation and matter in
Processing situation and results
year dispute
2020 Hsin Hung Lung Ming The Company and the contractors, According to Taiwan Taipei District
Ta Industry Green Hsin Hung Ta, Yi Hung, Chun Hung, Court's verdict of the first instance,
Co., Ltd., Energy and Meng Ta, had a disagreement the Company shall pay NTD 11,909
Yi Hung Technology over the payment of the contract. thousand. However, due to
E&M Co., Engineering The said Companies requested a significant omissions in the original
Ltd., Chun Co., Ltd. payment of $11,909,000. However, verdict, the Company has filed an
Hung the Company considered that the appeal against the original verdict.
Industry conditions of payment had not yet On January 10, 2025, the Taiwan
Co., Ltd., been fulfilled. Therefore in High Court rendered a judgment,
and Meng accordance with the agreement, the partially overturning the first-
Ta Industry payment shall not be requested. instance ruling by annulling the late
Co., Ltd. payment interest imposed on the
Company for the period from
November 26, 2020, to October 13,
2021. The remaining appeals were
dismissed. The company filed an
appeal with the Supreme Court on
February 3, 2025.
2020 Taiwan Lung Ming The Company violated the Waste The Company filed an appeal
Changhua Green Disposal Act and was prosecuted by against the verdict. On February 22,
District Energy the Taiwan Chang Hwa District 2023, the entire case was judged by
Prosecutors Technology Prosecutors Office. Taiwan Chang Taiwan High Court, Taichung
Office Engineering Hwa District Court ruled that the Branch with the verdict of 2022-
Co., Ltd. fine to be enforced was Zhu-Shang-Su-Zi No. 991. The
NT$17,000,000, and the unlawful original verdict of the first instance
gain was NT$40,082,000; the was cancelled, and the fine to be
mounts with monthly interest shall enforced became NTD 14,000
be paid into the national treasury thousand, and the unlawful gain
from December 2021 according the became NTD 36,645 thousand. The
verdict of 109 Chu Chung Su Tzu Company filed an appeal to the
no. 1. Supreme Court on March 22, 2023,
with the case number 2023-Tai-
Shang-Zi No. 2472. The Company
received the third trial decision of
the judgment of dismissal of the
appeal in April 2024. The Company
has recognized related losses of
NTD 28,002 thousand (under other
gains and losses) in the
consolidated financial statements
for the Q1 2024. The decision in
this case does not have a significant
impact on the Company's
operations and finances.
In addition, the Company received
a letter from the Taichung City
Government requesting that the
local waste in Taichung be removed
by a deadline. However, the
Company believes that the quantity
stated in the letter is different from
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82
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----- Start of picture text -----
Litigation Plaintiff Defendant Cause of litigation and matter in
Processing situation and results
year dispute
the indictment, and the attribution
of responsibility and whether it is a
resource product are consistent with
the above. In view of the
discrepancy with the content of the
verdict, the Company has filed a
complaint to the Taichung City
Government but the decision was
rejected. It has now filed an
administrative lawsuit with the
Taichung High Administrative
Court. The Taichung High
Administrative Court has ruled that
the appeal should be filed in 2022
with the Taichung Branch of the
Taiwan High Court No. 991
concludes the criminal case until it
is finalized. Litigation proceedings
are suspended. During the period of
the administrative litigation, the
Environmental Protection Bureau
on March 7, 2023, filed a claim for
NTD 141,794 thousand to the
Taoyuan Branch of the
Administrative Enforcement
Department of the Ministry of
Justice for the seizure of the
Guanyin Factory, a real estate
owned by the Company, for
execution. However, on March 16,
2023, the Company applied to the
Taoyuan Branch of the
Administrative Execution
Department of the Ministry of
Justice for the suspension of the
execution (for seizure or payment),
and stated the following conditions:
(1) willing to pay in 72 instalments;
(2) to report to the Environmental
Protection Bureau, Taichung City
Government and propose a specific
clearing and transportation plan to
avoid the compulsory execution on
behalf of the Company.
Accordingly, the seizure
registration of the Guanyin Factory,
a piece of real estate owned by the
Company, has been canceled. The
Company submitted a removal and
transportation plan to the
Environmental Protection Bureau,
Taichung City Government on
March 30, 2023 for review. On July
19, 2023, the removal plan was
approved by the Environmental
Protection Bureau, Taichung City
Government. The Company may
execute the clearance and
transportation plan according to the
reviewed content. Subsequently, the
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83
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----- Start of picture text -----
Litigation Plaintiff Defendant Cause of litigation and matter in
Processing situation and results
year dispute
Environmental Protection Bureau
of the Taichung City Government
revised the estimated non-
performance fee to NTD 76,948
thousand in a letter dated January
30, 2024 Taoyuan Branch of the
Administrative and Enforcement
Administration of the Ministry of
Justice, and a further letter on
February 22, 2024 to the
Administration of the Ministry of
Justice Taoyuan Branch of the
Enforcement Department approved
the Company to pay the guarantee
in installments until the completion
of the clearance plan. The
Company withdrew the lawsuit
from the Taichung High
Administrative Court on June 27,
2024.
The Company should be liable for
the costs and losses related to the
disposal the Taichung Qiguo Plant.
The Company filed a claim for
related losses against its former
management team and other parties
involved in the case.
In sum, the Company has
recognized provisions for the fines
and unlawful income for NTD
49,445 thousand.
2021 Ju Guan Lung Ming The Company and its contractor, Ju The Company believes that the
Engineering Green Guan Engineering Co., Ltd. have a rights and obligations between the
Co., Ltd. Energy disagreement over the retention two parties are based on the
Technology amount. JU GUAN Engineering Co., contractual relationship and there is
Engineering Ltd. believes that the Company no conflict of interest, so the claim
Co., Ltd. should pay it $4,535,000 for its of Ju Guan Engineering Co., Ltd. is
unjust enrichment. not consistent with the law. This
case is currently being tried in favor
of the Company by the Taipei
District Court. The second instance
was dated December 15, 2023. The
verdict was affirmed in the
Company's favor at the first
instance. Ju Guan Engineering Co.,
Ltd. had filed an appeal on January
11, 2024. On June 13, 2024, the
Taiwan Supreme Court dismissed
the appeal filed by Ju Guan
Engineering Co., Ltd.
2022 Enterprise Lung Ming The Company and Enterprise The settlement was reached with
Business Green Business Group, Chunghwa Telecom Enterprise Business Group,
Group, Energy Co., Ltd. had a dispute over the Chunghwa Telecom Co., Ltd., and
Chunghwa Technology retention amount for the Fuzhou the lawsuit was withdrawn.
Telecom Engineering project. Chunghwa Telecom believed
Co., Ltd. Co., Ltd. that the Company should pay it
$5,107 thousand for the project.
2024 Ri Feng Lung Ming The Company and its subcontractor, This case is being tried at Taipei
Engineering Green Ri Feng, had a dispute over the District Court at the moment.
Co. Energy retention amount for the Fuzhou
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84
| Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
Litigation year Plaintiff Defendant Cause of litigation and matter in dispute Processing situation and results |
|---|---|---|---|---|
| Technology Engineering Co., Ltd. project. Ri Feng Engineering Co. believed that the Company should pay it $1,643 thousand for the project. |
||||
| 2024 Jetwell Computer Co., Ltd. Lung Ming Green Energy Technology Engineering Co., Ltd. The Company and JETWELL COMPUTER CO., LTD. were in a dispute over a construction payment of NTD 70,848 thousand. JETWELL COMPUTER CO., LTD. applied for a default summons from the Taiwan Taipei District Court, while the Company raised an objection within the statuary period and entered into the litigation process. The case is currently being reviewed by the Taipei District Court. |
||||
| 2024 | Fortune Electric Co., Ltd. |
Lung Ming Green Energy Technology |
The Company and Fortune Electric Co., Ltd. were in a dispute over a construction payment of NTD 1,700 thousand. |
Fortune Electric Co., Ltd. applied for a default summons from the Taiwan Taipei District Court, while the Company raised an objection within the statuary period and entered into the litigation process. The case is currently being reviewed by the Taipei District Court. |
| Engineering | ||||
| Co., Ltd. |
(XIII) Other material risks and responsive measures: none.
XIII. Other important matters: None.
85
Six. Special remarks
I. Affiliated companies
(I) Consolidated business report
1. Related party overview
(1) Affiliated companies
==> picture [453 x 166] intentionally omitted <==
(2) Profile of affiliated companies
==> picture [460 x 361] intentionally omitted <==
----- Start of picture text -----
Establishment
Affiliated company name Address Paid-in capital amount Main Business
Date
Tung Kai Technology
Engineering Co., Ltd. 2001.04.27 P.O Box 217,Apia Samoa NTD 39,644 thousand Investment Holdings
(SAMOA)
3F., No. 602, Mingshui
Tung Kai Construction NTD 600,000 Building and construction
1992.09.03 Rd., Zhongshan Dist.,
Co., Ltd thousand industry
Taipei City
TUNG CHUANG
3F., No. 602, Mingshui Self-Use Renewable Energy
RESOURCE
2009.06.30 Rd., Zhongshan Dist., NTD 8,000 thousand Generation Equipment
TECHNOLOGY CO.,
Taipei City Business.
LTD.
3F., No. 602, Mingshui
Gampire Technology Co., NTD 155,500 Wholesale of Toys and
2016.08.04 Rd., Zhongshan Dist.,
Ltd. thousand Recreational Articles
Taipei City
3F.-8, No. 510, Sec. 5, Self-Use Renewable Energy
Shuangjian Photoelectric
2017.03.30 Zhongxiao E. Rd., Xinyi NTD 52,000 thousand Generation Equipment
Limited
Dist., Taipei City Business.
Research and development,
Tung Kai Technology No. 518 Bibo Road, design, manufacturing, and
Engineering (Shanghai) 2003.07.08 Zhangjiang High-tech NTD 23,606 thousand technical consulting
Co., Ltd. Park, Shanghai services for purification
system equipment
House No.I-115,Street
Lottery Issuing (The Board
113KB Sangkat Chaom
Wingo Investment Co., of Directors resolved to
2018.06.04 Chao 3,Khan NTD 73,144 thousand
Ltd. dispose of all equity interest
Posenchey,Phnom
in June 2024.)
Penh,Cambodia
3F., No. 602, Mingshui
Long Qiang Construction 2025.04.21 Rd., Zhongshan Dist., NTD 1,000 thousand [Construction and ]
Co., Ltd. Development
Taipei City
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86
-
(3) Common shareholders of an entity that meets the criteria for a presumptive relationship of control or subordination: n/a.
-
(4) Industries covered by businesses operated by the affiliates and overall and mutual dealings and division of work among such affiliates:
The Company's total affiliates operate mainly in the industries of construction and electrical and mechanical systems related to technology plants, industrial plants and residential buildings. Generally, Tung Kai Technology Engineering (Shanghai) Co., Ltd. operates the construction business, and Lung Ming Green Energy Technology Engineering Co., Ltd. operates in the electrical and mechanical business. In addition, Tung Kai Technology Engineering (Shanghai) Co., Ltd. (note) is responsible for the business in China, and the main business is still suspended. The Company is in the process of applying to the local administrative authorities for the cancellation of its business registration.
- (5) Directors, supervisors, and managers of affiliated companies
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----- Start of picture text -----
May 22, 2025
Shareholding under own
name
Company Name Title Name or the Name of Representative
Number of Shareholding
shares percentage
Tung Kai Technology
Representative of Lung Ming Green Energy 1,330,000
Engineering Co., Ltd. 100.00%
Director Technology Engineering Co., Ltd.: Hsu, Chin-Lung shares
(SAMOA)
Representative of Lung Ming Green Energy
Technology Engineering Co., Ltd.:
Tung Kai Construction Chairman Chen, Chao-Lung 60,000,000
100.00%
Co., Ltd Director Hsu, Chin-Lung shares
Director Pan, Chi-Hsiu
Supervisor Lin, Hsin-Yi
TUNG CHUANG Representative of Lung Ming Green Energy
RESOURCE Technology Engineering Co., Ltd.: 800,000
100.00%
TECHNOLOGY CO., Chairman Hsu, Chin-Lung shares
LTD.
Representative of Lung Ming Green Energy
Technology Engineering Co., Ltd.:
Gampire Technology Chairman Hsu, Chin-Lung 15,550,000
100.00%
Co., Ltd. Director CHANG,CHI-TING shares
Director Shen, Chia-Hui
Supervisor Lin, Hsin-Yi
Representative of Lung Ming Green Energy
Technology Engineering Co., Ltd.:
Long Qiang Chairman Hsu, Chin-Lung 100,000
100.00%
Construction Co., Ltd. Director Zhou, Ji-Ping shares
Director Chen, Zhen-Wei
Supervisor Lai, Ying-Chun
Representative of Sunseap Taiwan Solar Holdings 3,640,000
70.00%
Limited: shares
Chairman Phuan Ling Fong
Shuangjian Director Wu Jueh Ming Lawrence
Photoelectric Limited Representative of Lung Ming Green Energy
30.00%
Technology Engineering Co., Ltd.: 1,560,000
Director Hsu, Chin-Lung shares
Supervisor Lin, Hsin-Yi
Tung Kai Technology
Engineering (Shanghai) Representative Chang, Yu-Hao - 100.00%
Co., Ltd. (note)
Gampire Technology Co., Ltd. Representative:
Wingo Investment Co., Hsu, Chin-Lung
Director 670 shares 33.50%
Ltd. Loem Sengchrung
Chairman 1,220 shares 61.00%
Tseng Shih Chiao
Director 110 shares 5.50%
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2. Performance of affiliated enterprises
87
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----- Start of picture text -----
Preparation date: December 31, 2024 Unit: NTD thousand
Earnings
Paid-in Current net
Total Total Operating Operating (losses) per
Company Name capital net worth income (after
assets liabilities revenue profits (loss) share ($)
amount tax)
(after tax)
Tung Kai Technology
Engineering Co., Ltd. 39,644 11,217 10,724 493 - - 290 -
(SAMOA)
Tung Kai Construction Co., Ltd 500,000 341,047 245,906 95,141 6,617 (127,346) (124,041) (2.48)
TUNG CHUANG RESOURCE
8,000 7,013 100 6,913 1,035 213 196 0.25
TECHNOLOGY CO., LTD.
Gampire Technology Co., Ltd. 155,500 14,058 12,982 1,076 - (2,685) (4,656) (0.30)
Tung Kai Technology
Engineering (Shanghai) Co., 23,606 160 10,885 (10,724) - - (329) -
Ltd.
Shuangjian Photoelectric
52,000 158,314 110,592 47,722 17,116 3,285 (1,167) (0.22)
Limited
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(II) Consolidated financial statements of affiliated companies
-
Companies having controlling and subordinate relation between the Company and affiliated companies:
-
For more details, please see the Financial Reports and Three Reporting Forms for Affiliates in the Electronic Book section of the MOPS or visit the Investor section on the Company's website.
-
Companies having controlling and subordinate relation between the Company and affiliated companies: none.
(III) Affiliation reports: n/a.
II. Private placement of securities during the latest year up till the publication date of this annual report.
The Board of Directors was authorized to handle the private placement of up to 64,000,000 ordinary shares, as approved at the annual shareholders’ meeting on June 6, 2024. Pursuant to the revised resolution adopted at the extraordinary shareholders’ meeting on November 19, 2024, the private placement shall be executed in six tranches within one year from the date of that resolution. The upper limit for the first tranche is 64,000,000 shares, and the upper limit for the subsequent tranches shall be the remaining unissued portion of the original 64,000,000-share quota.
The first private placement of 10,000,000 common shares for insiders and strategic investors was conducted on June 26, 2024, and the full payment was received on June 28, 2024. As the placement period had expired, the Board of Directors resolved on May 13, 2025, not to proceed with the remaining 54,000,000 shares originally approved at the 2024 general shareholders' meeting. This resolution was reported at the 2025 general shareholders' meeting.
III. Holding or disposal of the company's shares by subsidiaries in the last financial year, up till the publication date of this annual report None.
IV. Other supplementary information
None.
88
Seven. Any significant events materially affecting shareholders’ equity or the price of securities as defined in Subparagraph 2, Paragraph 3 of Article 36 of the Securities and Exchange Act in the most recent year and up to the publication date of the annual report:
Change of directors
The extraordinary shareholders' meeting held on November 19, 2024 approved the byelection of two directors: Representative of Hua Yang Venture Capital Co., Ltd., Zhou, Ji-Ping; and Representative of Hua Yang Venture Capital Co., Ltd., Chen, Zhen-Wei.
89