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MDS — Annual Report 2025
May 20, 2026
52075_rns_2026-05-20_8108e9c0-9199-4825-a8ba-b7f9171c81ad.pdf
Annual Report
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Stock Code: 2427

MERCURIES DATA SYSTEMS LTD.
2025 Annual Report
Annual Report Website : https://mops.twse.com.tw
Company Website : https://www.mds.com.tw
Tel (Main) : (02)2722-5333
Address : 3F., No. 2, Ln. 150, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 110, Taiwan
Printed on March 31, 2026
Spokesperson
Name: Chen, Wen-Chu
Title: Executive Vice President
Telephone: (02) 27225333
Email: [email protected]
CPAs of financial statements in the recent year
Name of CPAs: Chang, Shu-Cheng / Liu Ke-Yi
CPA Firm: BDO Taiwan
Address: 10F, No. 72, Section 2, Nanjing East Road, Taipei City
Website: http://www.bdo.com.tw
Telephone: (02) 2564-3000
Stock Transfer Agent
Department of Stock Affairs and Transfer, Horizon Securities Corp.
Address: 3F, No. 236, Section 4, Xinyi Road, Taipei City
Website: http://www.honsec.com.tw
Telephone: (02)23268818
Deputy Spokesperson
Name: Hsu, Hsiao-Chi
Title: Finance and Accounting Office Director
Telephone: (02) 27225333
Email: [email protected]
Address and telephone of head office, branch and factory:
Head office
Address: 3F, No. 2, Lane 150, Section 5, Xinyi Road, Taipei City
Tel: (02) 27225333
Workwear Department Yilan Service Section
Address: No. 58, Dongyi 4th Road, Luodong Township, Yilan County
Tel: (03) 9561934
Workwear Department Hsinchu Service Section
Address: Lane 678, Section 4, Zhongxing Road, Zhudong Township, Hsinchu County
Tel: (03) 5823033
Workwear Department Chiayi Service Section
Address: No. 77, Hankou Road, Chiayi City
Tel: (05) 2854859
Pingtung Service Department, Workwear Department
Address: No. 586-8, Ziyou Road, Pingtung City
Tel: (08) 7656133
Workwear Department Kinmen
Address: No. 24, Anmei Village, Jinning Township, Kinmen County, next to Hunan No. 36
Tel: (08) 7656133
Taiwan Railways Dayuan Office
Address: No. 18, Huangjia 6th St., Dayuan Dist., Taoyuan City, Taiwan
Tel: (04)23385261
Taiwan Railway Hualien Office
Address: No. 36-1, Fuyu 2nd Street, Hualien City
Tel: (03) 8563537
MRT Project Taipei Office
Address: 3F, No. 5, Section 3, Shuangshi Road, Banqiao District, New Taipei City
Tel: (02)22568633
Workwear Department North District Service Office
3F, No. 14, Xiwei Street, Sanchong District, New Taipei City
Tel: (02) 22878733
Workwear Department Hualien Service Section
Address: No. 13, Fuqiang Rd., Hualien City, Hualien County
Tel: (03) 8573899
Workwear Department Central District Service Office
Address: 9th Floor, No. 540, Section 3, Taiwan Avenue, Xitun District, Taichung City
Tel: (04) 22013833
Tainan Service Department, Industrial Service Department
Address: 7F-1, No. 615, Section 2, Datong Road, East District, Tainan City
Tel: (06) 2699126
Workwear Department Taitung
Address: 1F, No. 19, Hanyang North Road, Taitung City
Tel: (03)9561934
Taoyuan Warehouse
Address: No. 164, Section 1, Minsheng North Road, Guishan District, Taoyuan City
Tel: (03) 3251345
Taiwan Railway Taichung Office
Address: No. 32, Lane 8, Xuetian Road, Wuri District, Taichung City 414, Taiwan
Tel: (04)23385261
Taiwan Railway Taitung Office
Address: 2F., No. 602, Lane 101, Yanwan Road, Taitung City 950, Taiwan
Tel: (08) 9239765
Technical Service Office Kaohsiung
Address: 9th Floor, No. 391, Boai 1st Road, Sanmin District, Kaohsiung City
Tel: (07) 3129633
Workwear Department Zhonghe Office and Technical Service Department
Address: 4F-5, No. 16, Jianba Road, Zhonghe District, New Taipei City
Tel: (02) 82263033
Workwear Department Taoyuan Service Section
Address: No. 11, Lane 879, Section 1, Zhonghua Road, Zhongli District, Taoyuan City
Tel: (03) 4517789
Workwear Department Changhua Service Division
Address: 2F, No. 258, Sec. 5, Yuanlu Rd., Qiongjiao Village, Puxin Township, Changhua County
Tel: (04) 8281033
Workwear Department Southern District Service Center and MRT Project Kaohsiung
Address: No. 16 and 18, Shuiyuan Road, Sanmin District, Kaohsiung City
Tel: (07) 3975090
Workwear Department Penghu
Address: No. 120-2, Xixi, Xixi Village, Huxi Township, Penghu County
Taiwan Railway Taipei Office
Address: Room 3032, 3rd Floor, No. 3, Beiping West Road, Zhongzheng District, Taipei City
Tel: (02) 23899156
Taiwan Railway Kaohsiung Office
Address: 2F, No. 1, Zhanqian N. Rd., Zuoying Dist., Kaohsiung City, Taiwan
Tel: (07) 5882161
Taiwan Railway Pingtung Office
Address: No. 235-1, Linhai Road, Fangliao Township, Pingtung County
Tel: (08) 8717833
Mercuries Soft(Nanjing) Ltd.
Address: 25F, Building 4, Financial City, No. 248, Lushan Road, Jianye District, Nanjing
Tel: (86) 2557916333
Overseas Securities Exchange: None
Company Website: https://www.mds.com.tw
Table of Contents
Chapter 1. Letter to Shareholders ... 1
Chapter 2. Corporate Governance Report
I. Information on Directors, President, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branches ... 9
II. Remuneration Paid to Directors, President, and Vice Presidents in the Most Recent Year ... 27
III. Implementation of Corporate Governance ... 37
IV. Information on CPA Professional Fees ... 126
V. Information on Replacement of CPAs ... 126
VI. Whether the Company’s Chairman, President, or Managerial Officer in Charge of Finance or Accounting Has Served at the Accounting Firm of the Company’s CPAs or Its Affiliates within the Most Recent Year ... 126
VII. Equity Transfer or Changes to Equity Pledge of Directors, Supervisors, Managerial Officers, or Shareholders Holding More than 10% of Shares during the Most Recent Year up to the Publication Date of the Annual Report ... 126
VIII. Information on Relationships Among the Top 10 Shareholders ... 130
IX. Total Shares and Aggregate Shareholding Ratio in a Single Investee Enterprise Held by the Company, Its Directors, Managerial Officers, and Controlled Entities ... 131
Chapter 3. Capital Overview
I. Capital and Shares ... 132
II. Disclosure relating to corporate bonds ... 137
III. Disclosure relating to preference shares ... 138
IV. Disclosure relating to depository receipts ... 138
V. Employee stock warrants ... 138
VI. Handling of restricted employee shares ... 138
VII. M&A or transfer of shares of other companies to issue new shares ... 138
VIII. Implementation status of fund utilization plan ... 139
Chapter 4. Operational Highlights
I. Business activities ... 140
II. Overview for Market, Production and Sales ... 154
III. Number of Employees During the Most Recent Two Years ... 162
IV. Disbursements for environmental protection ... 162
V. Labor relations ... 162
VI. Cybersecurity management ... 168
VII. Important contracts ... 171
Chapter 5. Review of Financial Conditions, Financial Performance, and Risk Management
I. Analysis of Financial Status ... 172
II. Review and analysis of financial performance ... 173
III. Cash flows ... 174
IV. Major Capital Expenditure Items ... 174
V. Policy on investment in other companies, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming fiscal year 175
VI. For risks, the following items shall be analyzed and assessed for the most recent year up to the publication date of this Annual Report ... 175
VII. Other Important Matters ... 179
Chapter 6. Special Disclosure
I. Affiliated Enterprise Information ... 180
II. Private Placement Securities in the Most Recent Years ... 180
III. Other Necessary Supplement ... 180
Chapter 7. Any event which has a material impact on the shareholders' equity or securities prices as prescribed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act that has occurred in the most recent year up to the publication date of this Annual Report ... 180
Chapter 1. Letter to Shareholders
Dear Shareholders,
For 2025, the Company continued to optimize its organizational structure, enhance operational efficiency, and strengthen its R&D capabilities, achieving steady overall growth in operating results. The operating results for 2025 and the outlook for 2026 are summarized as follows:
I. Annual business report of 2025:
(I) Operating Results of the Business Plan:
- Prioritizing profitability as the core principle while optimizing revenue structure and gross margin quality:
In 2025, the Company’s consolidated operating revenue amounted to NT$6,527.781 million, an increase of 33.95% year-on-year (an increase of NT$1,654.431 million), reaching a record high in recent years. Consolidated operating costs for 2025 were NT$4,964.475 million, resulting in a consolidated gross profit of NT$1,563.306 million, an increase of approximately 8.38% over 2024 (an increase of NT$121 million). Through strengthened control over costs and operating expenses, the Company and its subsidiaries reported consolidated net profit for the period of NT$303 million in 2025, an increase of approximately 6.68% over 2024 (an increase of NT$19 million). In addition, total comprehensive income for 2025 amounted to NT$277 million, also increasing by approximately 8.64% over 2024 (an increase of NT$22 million). Maintenance revenue, which carries a high gross margin, reached approximately NT$1,572 million, with maintenance gross profit of approximately NT$749 million and a gross margin of approximately 47.66%, demonstrating that the customer base and technical capabilities accumulated over the years have been transformed into a stable and high-quality source of recurring revenue. Looking ahead, the Company will continue to strictly control quality, delivery schedules, and costs, while prudently selecting orders and projects, so as to drive the Company’s business development based on a profit-center-oriented approach.
- Optimization of human resources and adjustment of organizational structure:
To strengthen organizational effectiveness and cost efficiency, the Company continued to review its workforce allocation, optimize the functional division of departments, adjust unsuitable and redundant personnel, and establish a performance-oriented management mechanism, with the aim of enhancing profitability and competitiveness. Operating expenses in 2025 increased slightly by approximately 5.08% compared with 2024, mainly due to higher labor costs arising from the undertaking of large-scale public construction projects. However, with significant growth in revenue and gross profit, the overall labor cost ratio remained within a reasonable range and did not adversely affect the Company’s profitability structure.
- Talent development and the creation of a Happy Workplace:
The Company has long attached great importance to talent development and the cultivation of organizational culture. Each year, it organizes a number of professional and management training programs to enhance employees’
competencies, while continuously improving its welfare programs and working conditions in order to provide a warm, harmonious, and healthy working environment full of vitality. The Company was awarded the “2025 Happy Enterprise Gold Award” by 1111 Job Bank, has been selected as a Happy Enterprise for six consecutive years, and has received the Gold Award on four occasions, demonstrating that its achievements in human resource management and corporate culture development have been widely recognized. Looking ahead, the Company will continue to deepen its investment in human capital and strengthen the capabilities of its core technical talent and project management personnel.
- Strengthening project governance and reducing legal risks:
No new material litigation cases arose during the year, and all major litigation cases from prior years have been fully concluded. The Company will continue to strengthen its project risk assessment mechanisms, enhance its capabilities in contract management and performance control, and establish standardized project execution procedures. Drawing on the valuable experience gained from past litigation, the Company will further improve its project execution capabilities, ensure the quality and financial soundness of public construction projects, and avoid repeating the dispute risks encountered in the past.
- Establishing a cross-strait division of labor mechanism and expanding into overseas and specialized markets:
The intelligent operation and maintenance system platform developed by the Company’s mainland China subsidiary, Nanjing Mercuries Software Co., Ltd., integrates technologies such as Global Positioning System (GPS), Assisted Global Positioning System (AGPS), wireless data communication (GPRS/SMS), and Geographic Information System (GIS) to provide dynamic inspection and maintenance management services. It has been widely applied across industries including gas utilities, firefighting, telecommunications, petrochemicals, security services, rail transit, and logistics. At present, the platform has been adopted by more than one hundred gas industry customers in mainland China, and it has also been successfully introduced into the domestic market with completed implementation records. Looking ahead, the Company will further strengthen the cross-strait division of technology functions and expand the application of its intelligent operation and maintenance solutions, with the aim of increasing its share in overseas markets.
(II) Analysis of budget implementation, financial revenue and expenditure and profitability: In 2025, the Company’s consolidated operating revenue amounted to NT$6,527,781 thousand, consolidated net profit for the period was NT$302,600 thousand, and total consolidated comprehensive income was NT$276,586 thousand. With respect to key financial indicators, return on assets was 4.58%, return on equity was 9.44%, and earnings per share after tax were NT$1.53. Overall profitability remained on a steady growth trend, and the financial structure remained sound.
(III) Current status of research and development:
The Company has long been deeply engaged in software research and development. Its self-developed cloud-based intelligent management service product, “Field Service Cloud”, continues to create a competitive advantage in the market. It has received the
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"2017 Cloud IoT Innovation Award" from the Taiwan Cloud Computing and IoT Association and the "Outstanding Mobile Application Award" at the 22nd World Congress on Information Technology in 2018. At present, the product ranks first nationwide in market share among comparable products, demonstrating the Company's strong technological capabilities in mobile application integration, cloud architecture design, and the integration of big data and positioning technologies. In terms of intellectual property deployment, the Company has cumulatively obtained ten invention and utility model patents, with three additional patent applications currently pending. Going forward, the Company will continue to promote the patenting of R&D achievements, establish a technological "moat," and enhance the value of intangible assets to raise the competitive threshold.
II. Summary of the 2026 business plans
(I) Operating guidelines:
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Adopt a customer-centric mindset, continue to cultivate key customers:
The Company will take “maximizing customer value” as its core management principle, deepen its Major Account strategy, establish a customer-centric Integrated Service Model, and aim to deliver Total Solutions. By systematically analyzing the future development directions of key customers, industry trends, budget scale, and competitive conditions, the Company will assess potential business opportunities and risks in advance, thereby improving project win rates and gross margin quality. Dedicated Account Managers will be responsible for overall customer management strategies and project coordination, accumulating industry knowledge and execution experience, and gaining a comprehensive understanding of customers’ business processes and decision-making mechanisms, so as to expand opportunities for undertaking information system projects. At the same time, the Company will adhere to prudent risk control principles, avoiding projects unrelated to its core capabilities or involving excessively high risks, with sound and steady operations as the top priority. In addition, the Company will continue to optimize its Customer Relationship Management (CRM) system and related business processes, using data-driven management to strengthen opportunity tracking, service quality monitoring, and customer satisfaction analysis. Combined with remote equipment monitoring mechanisms, this will further enhance after-sales operation and maintenance efficiency, improve overall service quality, and increase customer loyalty. -
Strengthen and implement the employees’ quality awareness:
The Company continues to adhere to the ISO 9001:2015 Quality Management System and CMMI Level 3 standards for project management and software engineering, incorporating its quality management system into daily operations as an integral part of routine business processes. Through systematic process control, standardized project documentation, and regular internal and external audit mechanisms, the Company strengthens employees’ ability to identify quality risks and reinforces execution discipline. Looking ahead, the Company will continue to deepen its quality culture through education and training, project reviews, and continuous improvement mechanisms, so that quality will become not only a
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system requirement, but also a core value shared and upheld by all employees, thereby enhancing product reliability and customer satisfaction.
- Improve delivery schedule accuracy and accelerate accounts receivable collection:
To avoid penalties for delay and performance-related disputes, the Company will strengthen project schedule control and improve the efficiency of resource allocation. Through project management mechanisms and milestone-based management, the Company will ensure the accuracy of both delivery quality and project timelines. At the same time, by linking project progress with billing milestones, the Company aims to improve accounts receivable turnover and accelerate cash inflows. By streamlining the collection process and enhancing internal review efficiency, the Company will achieve greater flexibility in the use of funds and further strengthen its overall financial structure and operational resilience.
- Reducing costs and strengthening risk management to build a stronger competitive advantage:
Before undertaking any project, the Company will rigorously implement project profit analysis and risk assessment procedures, including cost structure analysis, technical feasibility evaluation, and performance risk identification, to ensure that each project aligns with the Company's strategic direction and profitability objectives. During project execution, regular reviews conducted by the operations management department and internal audit units will strengthen the supervision mechanism for major public construction projects, ensuring that project progress, costs, and quality remain within controllable limits. In addition, the Company will continue to enhance the depth and scope of implementation of its internal control system in order to strengthen corporate governance and reduce operational risks.
- Strengthen information security management and personal data protection:
In response to the stringent information security and personal data protection requirements imposed by government agencies and financial institutions, the Company will continue to deepen the establishment and implementation of its information security management framework. The Company has already introduced the ISO 27001 Information Security Management System (ISMS) and ISO 27017 cloud service information security controls, and has completed the relevant assessments and certifications. It has also implemented the BS 10012 Personal Information Management System (PIMS) to enhance security control capabilities in cloud environments. Looking ahead, the Company will strengthen the inventory management of internal and external information assets, access control, vulnerability scanning, and the frequency of information security education and training, in order to ensure the confidentiality, integrity, and availability (CIA) of information and personal data.
- Enhancing employees' awareness of occupational safety and health:
The Company complies with the Occupational Safety and Health Act and related regulations, and has implemented the ISO 45001 Occupational Health and Safety Management System, for which the relevant assessments and certifications have been completed. Through institutionalized implementation of risk assessment, workplace environment improvement, and safety education and training, the
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Company has established a safety-first corporate culture. In addition to effectively reducing the risk of occupational accidents and potential operational losses, these efforts also help enhance employees' sense of belonging and job stability, thereby further strengthening the foundation for the Company's sustainable development.
(II) Key production and marketing policies:
- Prudent Selection of Large-Scale Public Projects to Generate Subsequent High-Gross-Margin Maintenance Revenue and Extended Business Opportunities:
In recent years, the Company has continued to focus on large-scale government communications and information system implementation projects, adopting “prudent evaluation, stringent risk control, and long-term return orientation” as the core principles of its project contracting strategy. In addition to projects that have already been completed and entered the warranty and maintenance stage, the Company has also successively secured a number of landmark major implementation projects, including the “Procurement of Dedicated Digital Wireless Radio Communication System Equipment for the Jurisdictions of the Northern, Central, and Southern Region Branches of the Freeway Bureau Traffic Control Center” of the Freeway Bureau under the Ministry of Transportation and Communications; the Coast Guard Administration’s “Coastal Radar System Replacement Procurement Project” and “Radar Surveillance System Replacement Project for Southeastern and Offshore Island Areas”; the National Communications Commission’s “Procurement Project for the Establishment of New-Generation Radio Monitoring System Equipment”; the Taiwan Railways Administration’s “Train Dispatch Wireless Telephone System Establishment Project”; the Police Telecommunications Office of the National Police Agency, Ministry of the Interior’s “Police Radio System Upgrade Project”; and the National Fire Agency, Ministry of the Interior’s “Executive Yuan National Search and Rescue Command Center AI Smart Search and Rescue Dispatch System Establishment Project” and “119 Service Command and Dispatch System Multi-Site Redundant Backup Establishment Project.” Although large-scale public construction projects are characterized by long performance periods, complex technical integration, and high risk exposure, the Company is able to ensure a reasonable profit structure through its pre-project selection mechanism and performance risk control procedures. From a long-term operational perspective, such projects not only help establish trust with key customers, but also drive subsequent high-gross-margin revenue streams from maintenance services, system upgrades, and extended applications, thereby forming a stable recurring revenue model.
- Continuously expanding the development of new products and businesses and creating the differentiated values:
In response to the digital finance trends of FinTech and Bank 4.0, the Company has actively invested in innovative financial technology applications and developed a variety of integrated hardware-software solutions, including systems and equipment for finger vein cardless cash withdrawal and over-the-counter branch applications, mobile app cardless cash withdrawal, teller cash vault management systems and teller cash recyclers (TCRs), cash deposit machines, professional payment kiosks, and foreign and domestic currency cash exchange
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machines. Through the integrated development of financial automation equipment and management systems, the Company has strengthened the infrastructure supporting banks' digital transformation, while enhancing product competitiveness and market recognition. In addition, the Company has expanded into the field of digital media applications by establishing digital in-store media networks for shopping malls at major commercial locations, including Breeze Nan Shan, Breeze Xinyi, Breeze Song Gao, Shin Kong Mitsukoshi Diamond Towers, Hanshin Shopping Center in Kaohsiung, and the surrounding outdoor area of Taipei 101 (digital streetlight banners). Through this expansion, the Company is actively building its presence in digital advertising platforms and marketing services, creating a new and stable profit model while diversifying industry concentration risk.
- Strengthening software R&D capabilities and promoting high-value-added products:
The Company has long been deeply engaged in the development of financial information systems and has established a comprehensive product portfolio, including systems such as the ATM Integrated Operations Platform, DMS Automated Equipment Monitoring and Management, E-APT Passbook Printer Centralized Management, BTS Financial Branch Terminal System, Teller Cash Vault Management, and Multimedia Greeting Services. In recent years, the Company has further combined cloud and SaaS architecture to build its enterprise-grade cloud integration platform, "Field Service Cloud," which integrates collaborative and management functions such as attendance management, sales management, maintenance management, merchandising management, and inspection management. The platform offers the advantages of rapid deployment, low implementation cost, and high scalability, enabling small and medium-sized enterprises to accelerate digital transformation while demonstrating the Company's core competitiveness in system integration and cloud application development.
- Continuing to invest in product R&D to comprehensively enhance market competitiveness:
To help customers integrate diverse business processes and reduce costs, the Company continues to advance integrated software and hardware R&D. Its non-financial system products cover a wide range of offerings, including the Field Service Cloud field service management system and mobile platform, the 119 emergency command dispatch and intelligent emergency medical service platform, the National Search and Rescue Command Center search and rescue architecture platform, the Navy high-speed numerical weather prediction computing system, the ticketing automation and fare collection management system, the Passenger Information System for Trains (PISC), IFRS 17 solutions for the insurance industry, mobile app approval workflow solutions, mobile insurance application and approval solutions for the life insurance industry, the SKMS shareholder services management system, the VRS remote video surveillance management system, the smart pre-registration and check-in management system for exhibitions and events, the Taipower big data platform for electricity customer services, the Taipower new power distribution engineering information system, digital multimedia solutions,
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the 3SiGN next-generation digital signage system, and self-service ordering systems, among many other innovative products and services. In the area of financial products and equipment, the Company has developed a variety of innovative products and services, including finger vein cardless cash withdrawal, mobile app cardless cash withdrawal, the whitelist management system, the DMS automated equipment monitoring and management system, the E-APT passbook printer centralized management system, the BTS financial branch terminal system, the multimedia greeting service system, the digital form-filling system, the cash deposit machine management system, the teller cash vault management system, the smart branch teller system, cash recycling ATMs (SR7500), cash recycling ATMs (HT-2845-VS), cash recycling ATMs (HT-VS8500), the professional payment kiosk (SR7500-CRS7), foreign and domestic currency cash exchange machines, teller cash recyclers (TCRs), and automatic passbook printers (Shinko / S4880). Functional modules that were originally custom-developed for specific customer projects have gradually been transformed into standardized and modularized products, forming a product architecture that is replicable and scalable. Certain core technologies have already created market entry barriers, effectively enhancing the Company's project pricing power and overall gross margin. Looking ahead, the Company will continue to develop integrated application system platforms for various software and hardware devices, constantly introducing new products and services to meet customer needs, enhance customer recognition of and loyalty to its products, and strive to make the Company's products the number one preferred domestic brand in customers' minds.
III. Future development strategy of the Company:
(I) Develop next-generation products and equipment to enhance core competitiveness and improve profitability, while strengthening the foundation for sustainable development: Product innovation and technological advancement are the key drivers of the Company's long-term development. In response to rapidly evolving customer demands and intensifying market competition, the Company continues to invest in the research and development of next-generation financial application products and communication equipment. By strengthening its proprietary technological capabilities and system integration expertise, the Company aims to enhance product value and differentiation. Currently, related products have progressively completed development validation and entered the stages of mass production and commercialization. Moving forward, the Company will expand its revenue scale and gross margin contribution in alignment with market demand. Through continuous optimization of product portfolio and enhancement of technological barriers, the Company is committed to strengthening its core business profitability, establishing stable cash flow, and building sustainable competitive advantages, thereby laying a solid foundation for long-term corporate sustainability.
(II) Actively expand into the Asian market, strengthening regional presence and brand influence: Leveraging nearly five decades of technological expertise and system integration experience accumulated in the Taiwan market, the Company will continue to introduce its mature solutions into public infrastructure projects and large-scale initiatives, while
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expanding its overseas operational footprint. In addition, the Company will actively establish a presence in emerging Asian markets, including Thailand, Malaysia, and Vietnam, by building stable sales channels and strategic partnerships. Through collaboration with capable local distributors and technical teams, the Company aims to jointly promote MDS-branded equipment, maintenance services, and system integration capabilities. This approach will gradually form a regional operational network and increase the proportion of overseas revenue.
IV. Effect of external competition, the legal environment, and the overall business environment:
In 2025, the global economic environment continued to be affected by multiple factors, including the prolonged Russia-Ukraine conflict and persistent inflationary pressures, resulting in intensified industry competition. Although the Company was partially impacted by overall economic conditions and supply chain fluctuations, the effects remained relatively manageable due to the nature of its industry and project-based business model. Amid a challenging external environment, the Company continued to strengthen cost control, project risk management, and prudent contract evaluation mechanisms. At the same time, it optimized its business development strategies, internal management processes, and regulatory compliance practices to enhance operational resilience and adaptability. As a result, despite the highly competitive IT industry landscape, the Company maintained stable growth in both revenue and gross profit, demonstrating the effectiveness of its business strategies. Looking ahead, the Company will continue to refine its corporate governance framework and risk management mechanisms, while responding prudently to market changes to ensure steady and sustainable operations. The management team and all employees remain committed to a pragmatic and continuously improving approach, with the goal of enhancing corporate value and safeguarding shareholders' interests. We will continue to deliver solid operational performance in return for the trust and support of our shareholders. We sincerely appreciate your continued support. Finally, we wish all shareholders good health and every success. Thank you.
Chairman and General Manager : Chen, Hsiang-Chung
Chapter 2. Corporate Governance Report
I. Information on Directors, President, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branches :
(I) Directors:
- Information on Directors :
Date: April 11, 2026
| Job title | Nationality or Registered Address | Name | Gender, age | Date of appointment | Term of office | Date of first appointment | No. of shares held at time of election | No. of shares currently held | Shares currently held by spouse and minor children | Shares held through nominees | Key Education/ Work Experience | Other Current Positions Within the Company | Other officer(s), director(s), or supervisor(s) with which the person has a relationship of spouse or relative within the second degree | Note | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation -ship | ||||||||||
| Director Himself | R.O.C. | Mercuries & Associates Holding Ltd | - | 2025.06.09 | 3 years | 1991.07.11 | 95,234,890 | 53.44% | 93,348,890 | 47.17% | 0 | 0.00% | 0 | 0.00% | - | - | - | - | - | None |
| Legal Representative Director | R.O.C. | Chen, Hsiang-Chung (Chairman) | Male 51~60 | 2025.06.09 | 3 years | 2002.10.11 | 0 | 0.00% | 619,000 | 0.31% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | Director | Chen, Hsiang-Chung | second degree of kinship | Note 1 |
| R.O.C. | Chen, Hsiang-Li | Male 61-70 | 2025.06.09 | 3 years | 2000.03.03 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | Chairman | Chen, Hsiang-Chung | second degree of kinship | None | |
| R.O.C. | Chen, Wen-Chu | Male 51~60 | 2025.06.09 | 3 years | 2008.09.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | None | None | None | None | |
| R.O.C. | Chung, Cheng-Ping | Male 61-70 | 2026.02.01 | 3 years | 2013.06.21 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | None | None | None | None | |
| Independent Director | R.O.C. | Shen, Shang-Hung | Male 61~70 | 2025.06.09 | 3 years | 2016.06.07 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | None | None | None | None |
| R.O.C. | Liu, Shui-En | Male 61~70 | 2025.06.09 | 3 years | 2022.06.17 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | None | None | None | None | |
| R.O.C. | Chen, Kuan-Pai | Male 51~60 | 2025.06.09 | 3 years | 2022.06.17 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | None | None | None | None | |
| R.O.C. | Chang, La-Shin | Female 41-50 | 2025.06.09 | 3 years | 2025.06.09 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Note 4 | Note 4 | None | None | None | None |
Note 1: Where the chairman and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness of, necessity of, and the measures adopted in response to, the above situation.(such as increase the number of independent directors
and ensure that more than half of the directors are not concurrently employees or managers): The Chairman and the President of the Company are currently the same person. This arrangement is intended to reduce management layers, enhance operational efficiency, and strengthen the execution of decision-making. Since President Chen assumed the position of Chairman, the Company's revenue and profitability have grown steadily. The Chairman also maintains close communication with all directors on the Company's recent operations, plans, and strategic direction, thereby implementing sound corporate governance. Nevertheless, in order to strengthen the independence of the Board of Directors, the Company has increased the number of independent directors from four to five, resulting in independent directors accounting for more than half of the Board seats. In addition, two-thirds of the directors do not concurrently serve as employees or managerial officers of the Company. These measures have significantly enhanced the functions of the Board of Directors and strengthened its supervisory role. The Company also arranges annual continuing education courses for all directors to improve the operational effectiveness of the Board of Directors.
Note 2: The corporate representative of the director, Mr. Tang, Te-Cheng, resigned on February 1, 2026, and Mr. Chung, Cheng-Ping was appointed as the new corporate representative of the director on the same date.
Note 3: Independent Director Mr. Lin, Ming-Sheng resigned on June 10, 2025. The vacancy will be filled through a by-election at the 2026 Annual General Shareholders' Meeting.
Note 4: Current Concurrent Positions in the Company and Other Companies :
| Title | Name | Major Experience (Education) | Current Concurrent Positions in the Company and Other Companies |
|---|---|---|---|
| Legal Representative Director | Chen, Hsiang-Chung (Chairman) | The School of Industrial Engineering at Purdue University Director of WALSIN LIHWA CORPORATION. | Chairman & President of MERCURIES DATA SYSTEMS LTD. Chairman: Nanjing Mercuries Software Co., Ltd. • Mercuries Insurance Agent Co., Ltd. Director: MERCURIES & ASSOCIATES HOLDING, LTD. • Mercuries Information Systems International Co., LTD. • Shanglin Investment Co., Ltd. • Shanghong Investment Co., Ltd. • EASYCARD Corporation • Yangzheng Investment Co., Ltd. • Sinox Company Ltd. Independent Director: My Humble House Hospitality Management Consulting Co., Ltd. & Member of the Audit Committee & Member of the Remuneration Committee. Other: Vice President of Criminal Investigation and Prevention Association R.O.C • Chairman of the Security Police The Third Special Police Association • Director of the Police Association of the Republic of China. |
| Chen, Hsiang-Li | Master of Business Administration, Georgetown University, USA Chairman & President of Mercuries & Associates Holding, Ltd. | Chairman & President of Mercuries & Associates Holding, Ltd. Chairman: MERCURIES GENERAL MEDIA, INC. • MERCURIES LEISURE CO., LTD. • Shanghong Investment Co., Ltd. Director: MERCURIES & ASSOCIATES, LTD. • Mercuries Life Insurance Co., Ltd. • Simple Mart Retail Co., Ltd. • Mercuries Liquor & Food Co., Ltd. • Simple Mart Investment Co., Ltd. • Mercuries F&B Co., Ltd. • SCI Pharmtech, Inc. • Shanglin Investment Co., Ltd • SIMPLE MART PLUS CO., LTD. • Taiwan Masters Golf Promotion Foundation. • Foundation for Chinese Dietary Culture. Other: Executive director of R.O.C. Taiwan Teeball Association. | |
| Chen, Wen-Chu | Syracuse Univ. of Finance Master. Horizon Securities Co., Ltd. Senior Manager. | Executive Vice President and the Financial Supervisor of MERCURIES DATA SYSTEMS LTD. Director: Nanjing Mercuries Software Co., Ltd. Supervisor: Mercuries Information Systems International Co., LTD. | |
| Chung, Cheng-Ping | Takming University of Science and Technology Department of Enterprise Management. President of HIPACT TECH. INC. | Business General Manager of MERCURIES DATA SYSTEMS LTD. • Chairman of Mercuries Information Systems International Co., LTD. Director: Nanjing Mercuries Software Co., Ltd. • Gamania CloudForce Co., Ltd. | |
| Independent Director | Shen, Shang-Hung | MBA at College of Emory University. National Taiwan University Department of Electrical Engineering. America AT&T Manager. Chairman of TA YA ELECTRIC WIRE & CABLE CO., LTD. | Chairman of TA YA ELECTRIC WIRE & CABLE CO., LTD. Chairman: CUPRIME MATERIAL CO., LTD. • TA YA VENTURE CAPITAL CO., LTD. • TA YA INNOVATION INVESTMENT CO., LTD. • JIASHAN INVESTMENT HOLDING CO., LTD. • JIA HSI INVESTMENT HOLDING CO., LTD. • CUGREEN METAL TECH CO., LTD. • TA YA GREEN ENERGY TECHNOLOGY CO., LTD. • BOSI SOLAR ENERGY CO., LTD. • TOUCH SOLAR POWER CO., LTD. • BRAVO SOLAR POWER CO., LTD. • Union Storage Energy System LTD. • UNITED ELECTRIC INDUSTRY CO., LTD. • SIN JHONG SOLAR POWER CO., LTD. • BO YAO POWER CO., LTD. • JHIH-GUANG ENERGY CO., LTD. • TA YA GENESIS CAPITAL CO., LTD. • TA YA ENERGY STORAGE TECHNOLOGY CO., LTD. • BO FENG ENERGY STORAGE CO., LTD. • BO |
| Title | Name | Major Experience (Education) | Current Concurrent Positions in the Company and Other Companies |
|---|---|---|---|
| SHENG ENERGY STORAGE CO., LTD. · BO-JIN ENERGY CO., LTD. · INFINITY ENERGY STORAGE TECHNOLOGY CO., LTD. · TA YA GEOTHERMAL TECHNOLOGY CO.,LTD. · DA XU ENERGY CO., LTD. · CUPRIME ELECTRIC WIRE&CABLE(H.K) CO., LTD · HENG YA ELECTRIC LTD. | |||
| Director : TAYA ZHANGZHOU WIRES CABLE CO.,LTD. · HENG YA ELECTRIC (DONGGUAN) LTD · JUNG SHING WIRE CO., LTD. · BORA PHARMACEUTICALS CO., LTD · Iridium Medical Technology Co., Ltd. · BIGBEST SOLUTIONS, INC. · Acrocyte Therapeutics Inc. · Dariun Venture Corporation · United Aluminum Technology Co., Ltd. · TA YA VIETNAM(cayman) HOLDINGS LTD · TA YA(VIETNAM) INVESTMENT HOLDING LTD · TA YA(VIETNAM) ELECTRIC WIRE & CABLE JOINT STOCK COMPANY · Theia Medical Technology Co., Ltd · TA YA(CHINA) HOLDING LTD · TA YA VENTURE HOLDINGS LTD · PLASTIC TECHNOLOGY INVESTMENT HOLDING LTD · TA YI PLASTIC(H.K.) LTD · CUPRIME VENTURE HOLDING CO., LTD · CUPRIME INVESTMENT HOLDING COMPANY LIMITED · CUPRIME MATERIAL PTE. LTD · ABLE MAX CAPITAL INVESTMENT LIMITED · LUCKY MAX CAPITAL INVESTMENT LIMITED. | |||
| Supervisor : TA HO ENGINEERING, CO., LTD | |||
| Independent Director : ASIA POLYMER CORPORATION & Member of the Audit Committee & Member of the Remuneration Committee & Member of the Corporate Social Responsibility Committee · Partner Tech Corp. & Member of the Audit Committee & Member of the Remuneration Committee. · MERCURIES DATA SYSTEMS LTD. & Member of the Audit Committee & Member of the Remuneration Committee. | |||
| Other : Director of Criminal Investigation and Prevention Association of the Republic of China. | |||
| Independent Director | Liu, Shui-En | Master of Accounting Institute of Soochow University. Certified Public Accountant & Director & Chief Operating Officer of Deloitte Touche Tohmatsu Limited. | Independent Director : Alexander Marine Co., Ltd. & Member of the Audit Committee & Member of the Remuneration Committee. · ENNOCONN CORPORATION.& Member of the Audit Committee & Member of the Remuneration Committee. & Member of the Sustainability and Nomination Committee. · UP YOUNG CORNERSTONE CORP& Member of the Audit Committee & Member of the Remuneration Committee. · MERCURIES DATA SYSTEMS LTD. & Member of the Audit Committee & Member of the Remuneration Committee. |
| Supervisor : AROKO DEVELOPMENT CORPORATION | |||
| Chen, Kuan-Pai | Master of University of Southern California. Chairman of AURORA OFFICE AUTOMATION CORPORATION. · Director of HUXEN CORPORATION · Director of TRIUMPH TRANS-LINK LOGISTICS, CO., LTD. · Director of TSEC CORPORATION. · Independent Director of TECO IMAGE SYSTEMS CO., LTD. | Chairman of HUNDRED RIVER INTERNATIONAL INVESTMENT CORP. | |
| Director : BORA PHARMACEUTICALS CO., LTD | |||
| Independent Director : GAMANIA DIGITAL ENTERTAINMENT CO., LTD.& Member of the Audit Committee & Member of the Remuneration Committee & Member of the Nomination Committee. · MERCURIES DATA SYSTEMS LTD. Member of the Audit Committee & Member of the Remuneration Committee. | |||
| Chang, La-Shin | Master's Degree in Financial Accounting and Management Accounting from Waseda University, Japan. Vice Chairman, Taiwan Farm Industry Co., Ltd. Chairman, Rou Time Co., Ltd. | Vice Chairman, Taiwan Farm Industry Co., Ltd. Chairman, Rou Time Co., Ltd. | |
| Chairman : ROU TIMES CO., LTD. · Shin En Co., Ltd. | |||
| Independent Director : Longchen Paper & Packaging Co., Ltd. & Member of the Audit Committee & Member of the Remuneration Committee · INFO-TEK CORPORATION & Member of the Audit Committee & Member of the Remuneration Committee. · MERCURIES DATA SYSTEMS LTD & Member of the Audit Committee & Member of the Remuneration Committee. |
Major Shareholders of Corporate Shareholders
April 19, 2026
| Name of corporate shareholder | Major shareholders of the corporate shareholder | Shareholding percentage (%) (Note 1) |
|---|---|---|
| Mercuries & Associates Holding, Ltd. | Shanglin Investment Co., Ltd. | 18.27 |
| Shuren Investment Co., Ltd. | 13.07 | |
| Mega Prosper Investment Limited. | 10.09 | |
| Shufeng Investment Co., Ltd. | 5.05 | |
| Shanghong Investment Co., Ltd. | 4.89 | |
| Mercuries Liquor & Food Co., Ltd. | 4.23 | |
| Chen, Hsiang-Li | 2.28 | |
| Staff Pension Fund Management Committee of Mercuries & Associates, Ltd. | 1.88 | |
| Wong, Chau-Shi | 1.79 | |
| Chen, Hsiang-Chung | 1.62 |
Note 1: The information is based on the shareholder register of Mercuries & Associates Holding, Ltd. as of the book closure date for the 2026 Shareholders' Meeting, April 19, 2026.
Major Shareholder of Corporate/Juristic Person
March 31, 2026
| Name of corporate/juristic person | Major shareholders of the corporate/juristic person | Shareholding percentage (%) (Note) |
|---|---|---|
| Shanglin Investment Co., Ltd. | Chen, Hsiang-Li | 31.41 |
| Chen, Hsiang-Jeh | 17.67 | |
| Chen, Hsiang-Feng | 17.67 | |
| Chen, Hsiang-Chung | 13.54 | |
| Shanghong Investment Co., Ltd. | 8.21 | |
| Hsu, Chang-Hui | 6.37 | |
| Wang, Te-Pin | 5.13 | |
| Shuren Investment Co., Ltd. | Wong, Wei-Chyun | 27.89 |
| Wong, Tsui-Chun | 24.70 | |
| Wong, I-Hsuan | 17.55 | |
| Shufeng Investment Co., Ltd. | 15.39 | |
| Wong, Chau-Shi | 14.39 | |
| Yang, Chun-Hui | 0.06 |
| Yang, Hsueh-Hui | 0.02 | |
|---|---|---|
| Mega Prosper Investment Limited. | British Virgin Islands company-Mega Proper International Limited | 100.00 |
| Shufeng Investment Co., Ltd. | Shuren Investment Co., Ltd. | 67.95 |
| Wong, Chau-Shi | 14.62 | |
| Wong, Wei-Chyun | 8.20 | |
| Wong, Tsui-Chun | 8.20 | |
| Yang, Chun-Hui | 0.46 | |
| Yang, Hsueh-Hui | 0.26 | |
| Wong, I-Hsuan | 0.26 | |
| Chen, Hsiang-Feng | 0.05 | |
| Shanghong Investment Co., Ltd. | Shanglin Investment Co., Ltd. | 32.61 |
| Chen, Hsiang-Li | 21.74 | |
| Chen, Hsiang-Jeh | 13.48 | |
| Chen, Hsiang-Feng | 13.48 | |
| Chen, Hsiang-Chung | 9.56 | |
| Hsu, Chang-Hui | 5.22 | |
| Wang, Te-Pin | 3.91 |
March 31, 2026
- Disclosure of Information on Directors' Professional Qualifications and Independent Directors' Independence :
| Name | Qualification | Professional qualifications and experience | Independence analysis | No. of other public companies at which the person concurrently serves as an independent director |
|---|---|---|---|---|
| Director | Mercuries & Associates Holding Ltd. Representative : Chen, Hsiang-Chung | Note 1 | NA | 1 |
| Mercuries & Associates Holding Ltd. Representative : Chen, Hsiang-Li | Note 1 | NA | 0 | |
| Mercuries & Associates Holding Ltd. Representative : Chen, Wen-Chu | Note 1 | NA | 0 | |
| Mercuries & Associates Holding Ltd. Representative : Chung, Cheng-Ping | Note 1 | NA | 0 | |
| Independent Director | Shen, Shang-Hung | Note 1 | Note 2 | 2 |
| Liu, Shui-En | Note 1 | Note 2 | 3 | |
| Chen, Kuan-Pai | Note 1 | Note 2 | 1 | |
| Chang, La-Shin | Note 1 | Note 2 | 2 |
Note 1: For details on each director's work experience, professional qualifications, and expertise, please refer to pages 9-11 of this annual report: "Board of Directors." For information regarding board independence, please refer to page 15: "Board Diversity and Independence."
Note 2: Independence of independent directors:
1. None of the independent directors, spouses, second relatives or a direct relative within the third degree of consanguinity, etc. serve as directors, supervisors, or employees of the Company or affiliated companies.
2. None of the independent directors, their spouses, or relatives within the second degree of kinship holds shares of the Company, whether in their own name or through nominees.
3. None of the independent directors falls under any of the circumstances set forth in Subparagraphs 5 to 8, Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
4. None of the independent directors has received remuneration from the Company or its affiliates in the past two years for providing business, legal, financial, accounting, or other services.
5. All independent directors have been given the power to fully participate in decision-making and express opinions in accordance with Article 14-3 of the Securities and Exchange Act, and accordingly perform relevant duties independently.
- Board Diversity and Independence :
(1) Board of Directors Diversity :
-
In accordance with Article 20, Paragraph 3 of the Corporate Governance Code of Practice of the Company, the composition of the Board of Directors shall consider diversity. In addition to the fact that directors holding concurrent positions as managers should not exceed one-third of the total seats of directors, the composition of the Board of Directors should formulate an appropriate policy on diversity based on the Company's business operations, operate dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
-
Basic requirements and values: Gender, age, nationality, culture.
-
Professional knowledge and skills: A professional background (e.g. law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
-
The Company's director diversity policy and related implementation are as follows :
| Diversified core items
Director Name | Nationality | Gender | Age | | | Operational Judgment | Administrative management | Leadership and Decision-Making | Industry knowledge | Industry knowledge | Finance and accounting | Risk Management | crisis management | International Market View |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 41-50 | 51-60 | 61-70 | | | | | | | | | |
| Chen, Hsiang-Chung | Republic of China | Male | | ☑ | | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ |
| Chen, Hsiang-Li | | Male | | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ |
| Chen, Wen-Chu | | Male | | ☑ | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ |
| Chung, Cheng-Ping | | Male | | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ |
| Shen, Shang-Hung | | Male | | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ |
| Liu, Shui-En | | Male | | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ |
| Chen, Kuan-Pai | | Male | | ☑ | | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ |
| Chang, La-Shin | Female | ☑ | | | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ | |
- The Company's 17th Board of Directors currently consists of eight directors, (with one vacancy to be filled through a by-election at the 2026 Annual General Shareholders' Meeting). The Board comprises four independent directors and four non-independent directors, all of whom are distinguished professionals from the industry. The Company places importance on gender equality in the composition of the Board of Directors, with a target of having female directors account for at least one-third of the Board seats. At present, male directors account for 87.5% of the Board members, representing seven directors, while female directors account for 12.5%, representing one director. As the number of female directors has not yet reached one-third of the Board seats, the Company expects to continue inviting suitable and professional director candidates in order to comply with gender diversity requirements.
- Industry experience: In the information service industry, board members in different professional fields are a very important part of market competition, Liu, Shui-En independent directors have professional qualifications as accountants, Shen, Shang-Hung, Chen, Kuan-Pai, Chang, La-Shin independent directors have experience in operational judgment, business management, international market view and risk management and other fields to assist management to make important decisions according to their professional and objective opinions.
(2) Board independence :
-
The Company has established a director selection system, under which the election procedures for all directors are open and fair, and are in compliance with the Company’s Articles of Incorporation, Procedures for Election of Directors, Corporate Governance Best Practice Principles, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and Article 14-2 of the Securities and Exchange Act. The composition of the current Board of Directors is as follows: four independent directors, accounting for 50% of the Board, (with one vacancy to be filled through a by-election at the 2026 Annual General Shareholders’ Meeting); and four non-independent directors, accounting for 50% of the Board. No more than half of the directors have a spousal relationship or are relatives within the second degree of kinship with one another. Accordingly, the Company is in compliance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. Please refer to pages 9-11 of this Annual Report for information on the directors.
-
The Company’s Board of Directors is responsible for guiding corporate strategy, supervising management, and fulfilling its duty to the Company and shareholders. In all matters of corporate governance, the Board exercises its powers in accordance with applicable laws and regulations, the Company’s Articles of Incorporation, and resolutions of the Shareholders’ Meeting. The Board emphasizes independent operations and transparency. Both directors and independent directors act as independent individuals in the execution of their duties. The four independent directors also fulfill their responsibilities in accordance with applicable legal requirements and, through the functions of the Audit Committee, supervise the following : 1. The fair presentation of the Company’s financial statements ; 2. The appointment, independence, and performance of the external auditors ; 3. The effective implementation of the Company’s internal control system ; 4. The Company’s compliance with relevant laws and regulations and 5. The management of existing or potential corporate risks.
-
Directors uphold a high degree of self-discipline, and those who have an interest in the proposals listed by the board of directors or the legal person they represent shall not participate in the discussion and voting when the board of directors explains the important content of their interests at the current board of directors, if there is a risk of harm to the interests of the company, and they shall abstain from discussion and voting, and shall not
16
exercise their voting rights on behalf of other directors, please refer to pages 41-42 of this Annual Report: Implementation of directors' interest motions.
17
(Ⅱ)Background information of the Director, President, Vice Presidents, Assistant Vice Presidents and heads of various departments and branches :
March 31, 2026
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| President | R.O.C. | Chen, Hsiang-Chung | Male | 2005.01.01 | 619,000 | 0.31% | 0 | 0.00% | 0 | 0.00% | Please refer to page 10 | Please refer to page 10 | None | None | None | Note1 |
| Executive Vice President | R.O.C. | Chen, Wen-Chu | Male | 2009.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Please refer to page 10 | Please refer to page 10 | None | None | None | None |
| Business General Manager | R.O.C. | Chung, Cheng-Ping | Male | 2009.02.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Please refer to page 10 | Please refer to page 10 | None | None | None | None |
| Business General Manager | R.O.C. | Li, Tsung-Kuang | Male | 2016.08.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Financial Business Department Deputy General Manager of Business | None | None | None | None | None |
| Business General Manager | R.O.C. | Wu, Ming-Feng | Male | 2013.06.01 | 30,424 | 0.02% | 0 | 0.00% | 0 | 0.00% | Service Department Deputy General Manager of Business. | None | None | None | None | None |
| General Manager of Business | R.O.C. | Teng, Chiu-Ming | Male | 2024.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | System Department Deputy General Manager of Business. | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Liao, Hsien-Tsai | Male | 2010.08.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | HITACHI ASIA (TAIWAN) CO., LTD. Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Hsieh, Hung-Hsiang | Male | 2012.07.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Mainland China Business Department Manager | Nanjing Mercuries Development of Software Co., Ltd Director and the President | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Deputy General Manager of Business | R.O.C. | Li, Chih-Hsien | Male | 2006.10.01 | 1,753 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Mathematics, Soochow University International Business Department Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Tsai, Chung-Wei | Male | 2007.09.01 | 503 | 0.00% | 0 | 0.00% | 0 | 0.00% | System Business Department Associate | Nanjing Mercuries Development of Software Co., Ltd Director. ~ Gamania CloudForce Co., Ltd Director | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Sang, Shih-Hua | Male | 2013.06.01 | 0 | 0.00% | 1,389 | 0.00% | 0 | 0.00% | Service Department Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Yuan, Hung-Chih | Male | 2016.01.01 | 305 | 0.00% | 0 | 0.00% | 0 | 0.00% | Cloud / Mobile Services Department Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Hsiao, Liang-Sheng | Male | 2017.02.01 | 425 | 0.00% | 0 | 0.00% | 0 | 0.00% | System Integration Department I Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Huang, Ling-Ying | Female | 2016.08.01 | 20,050 | 0.01% | 0 | 0.00% | 0 | 0.00% | Financial Business Department Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Wu, Kun-Mou | Male | 2019.01.01 | 9,973 | 0.01% | 623 | 0.00% | 0 | 0.00% | Service Department Associate | None | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Deputy General Manager of Business | R.O.C. | Lin, Chiu-Hsiung | Male | 2019.09.01 | 1,605 | 0.00% | 0 | 0.00% | 0 | 0.00% | Service Department Associate | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Lin, Chien-Hsing | Male | 2019.08.05 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Institute of Bioenvironmental Systems, National Taiwan University ENTERPRISE BUSINESS GROUP, CHUNGHWA TELECOM CO., LTD. Technical Adviser | None | None | None | None | None |
| Deputy General Manager of Business | R.O.C. | Liang, Han-Wen | Male | 2022.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Institute of Electronic Engineering, Zhongzheng Institute of Technology Project Adviser | None | None | None | None | None |
| Personnel Office Director | R.O.C. | Huang, Tai-Ying | Female | 2005.01.01 | 10,753 | 0.01% | 157 | 0.00% | 0 | 0.00% | Personnel Office Director Assistant Manager | None | None | None | None | None |
| Audit Office Director | R.O.C. | Li, Tsung-Che | Male | 2008.08.01 | 10,000 | 0.01% | 0 | 0.00% | 0 | 0.00% | Department of Law, Chung Hsing University Legal Manager | None | None | None | None | None |
| Purchasing Office Director | R.O.C. | Wu, Hsuang-Lan | Female | 2008.09.01 | 35,000 | 0.02% | 0 | 0.00% | 0 | 0.00% | Service Department Manager | None | None | None | None | None |
| Finance and Accounting Office Director | R.O.C. | Hsu, Hsiao-Chi | Female | 2009.02.01 | 5,219 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting, Fu Jen University Accounting Manager | Nanjing Mercuries Development of Software Co., Ltd Supervisor, Gamanla CloudForce Co., Ltd Supervisor | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Occupational Safety Office Director | R.O.C. | Han, Yao-Te | Male | 2021.10.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | National Taipei University of Science and Technology System Integration Department Technical Manager | None | None | None | None | None |
| Senior Associate | R.O.C. | Chi, Ming-Tao | Male | 2006.04.01 | 162 | 0.00% | 0 | 0.00% | 0 | 0.00% | Service Department Manager | None | None | None | None | None |
| Senior Associate | R.O.C. | Wang, Min-Cheng | Male | 2006.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Service Department Manager | None | None | None | None | None |
| Senior Associate | R.O.C. | Chen, Hsuan-Chih | Male | 2010.08.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | HITACHI ASIA (TAIWAN) CO., LTD. Manager | None | None | None | None | None |
| Senior Associate | R.O.C. | Chuang, Wen-Chi | Male | 2018.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electrical Engineering, Dahua Institute of Technology System Integration Department I Manager | None | None | None | None | None |
| Associate | R.O.C. | Chang, Wen-Hao | Male | 2012.07.01 | 58 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electronics, Ming New Technology College Vice President of System Department | Nanjing Mercuries Development of Software Co., Ltd Business General Manager | None | None | None | None |
| Associate | R.O.C. | Ku, Tung-Hai | Male | 2014.04.01 | 5,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Applied Mathematics, National Chengchi University System Integration Department II Manager | None | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Associate | R.O.C. | Tai, I-Hsin | Male | 2006.01.01 | 3,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Business Manager | None | None | None | None | None |
| Associate | R.O.C. | Pu, Hung-Hsin | Male | 2011.06.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | HIPACT TECH. INC Business Director | None | None | None | None | None |
| Associate | R.O.C. | Hsu, Chien-Lung | Male | 2016.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Beitai Institute of Science and Technology System Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Lin, Yuan-Kai | Male | 2016.01.01 | 110,141 | 0.06% | 0 | 0.00% | 0 | 0.00% | Department of Information Engineering, Kaohsiung Institute of Technology System Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Yao, Ming-Te | Male | 2016.01.01 | 3,207 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Japanese, Chinese Culture University Cloud / Mobile Services Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Cheng, Shih-Lun | Male | 2016.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Asset Management, Datong Institute of Technology Cloud / Mobile Services Department Manager | None | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Associate | R.O.C. | Chen, Mei-Hsing | Female | 2016.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of International Studies, Tokai University, Japan System Integration Department I Manager | None | None | None | None | None |
| Associate | R.O.C. | Chung, Shih-Mei | Female | 2017.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Business Administration, Tamkang University System Integration Department II Manager | None | None | None | None | None |
| Associate | R.O.C. | Yang, Kai-Hsiang | Male | 2018.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electronic Engineering, Yunlin University of Science and Technology Product Integration Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Chuang, Wen-Chi | Male | 2018.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Electrical Engineering, Dahua Institute of Technology System Integration Department I Manager | None | None | None | None | None |
| Associate | R.O.C. | Hsueh, Chi-Chun | Male | 2018.05.01 | 5,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Information Engineering, Tamkang University System Department Manager | None | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Associate | R.O.C. | Chan, Chih-Hung | Male | 2018.07.01 | 922 | 0.00% | 0 | 0.00% | 0 | 0.00% | Huaxia Institute of Technology Electronics Department Service Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Yang, Chin-Ching | Male | 2019.01.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Electronic Engineering Department of Huaxia Institute of Technology Service Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Lin, Chia-Chen | Male | 2019.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Asset Management Institute, National Taiwan University of Science and Technology System Integration Department I Project Manager | None | None | None | None | None |
| Associate | R.O.C. | Tsai, Chun-Hsu | Male | 2019.07.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | TransWorld University. Service Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Kao, Chien-Jung | Male | 2019.08.01 | 1,176 | 0.00% | 0 | 0.00% | 0 | 0.00% | COMPUCOLLEGE business school System Integration Department I Sales Manager | None | None | None | None | None |
| Associate | R.O.C. | Yang, Wen-Sheng | Male | 2020.08.01 | 8,000 | 0.00% | 0 | 0.00% | 0 | 0.00% | Fuxing Industrial and Commercial College Service Department Manager | None | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Associate | R.O.C. | Lin, Li-Wen | Female | 2021.05.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Economics, Tamkang University System Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Li, Hung-Ta | Male | 2022.02.01 | 447 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Agrochemistry, National Taiwan University Product Integration Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Lin, Yuan-Kun | Male | 2022.04.01 | 2,000 | 0.00% | 2,000 | 0.00% | 0 | 0.00% | Department of Applied Chemistry, Chaoyang University of Science and Technology System Integration Department I Manager | None | None | None | None | None |
| Associate | R.O.C. | Hsu, Hsien-Ta | Male | 2022.09.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Political Science, Tunghai University System Department Manager | None | None | None | None | None |
| Associate | R.O.C. | Chao, Wen-Lun | Male | 2022.09.05 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of Electrical Engineering, Zhongzheng Institute of Technology | None | None | None | None | None |
| Associate | R.O.C. | Guo, Yi-Qun | Male | 2024.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Electrical Engineering of Chang Gung University Institute. System Department Manager Sales Manager. | None | None | None | None | None |
| Job title | Nationality | Name | Gender | Date of appointment to position | Shares held | Shares held by spouse and minor children | Shares held through nominees | Key Education/Work Experience | Other Current Positions Within the Company | Other managerial officer(s) with which the person has a relationship of spouse or relative within the second degree | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job title | Name | Relation-ship | ||||||||
| Associate | R.O.C. | Chang, Chih-Yu | Female | 2025.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Statistics, Tamkang University. Maintenance Business Department Sales Manager. | None | None | None | None | None |
| Associate | R.O.C. | Liu, Yu-Cheng | Male | 2025.04.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting, Feng Chia University. Product Research and Development Division Technical Manager | None | None | None | None | None |
Note 1 : The Chairman and the President of the Company are currently the same person. This arrangement is intended to reduce management layers, enhance operational efficiency, and strengthen the execution of decision-making. Since President Chen assumed the position of Chairman, the Company's revenue and profitability have grown steadily. The Chairman also maintains close communication with all directors on the Company's recent operations, plans, and strategic direction, thereby implementing sound corporate governance. Nevertheless, in order to strengthen the independence of the Board of Directors, the Company has increased the number of independent directors from four to five, resulting in independent directors accounting for more than half of the Board seats. In addition, two-thirds of the directors do not concurrently serve as employees or managerial officers of the Company. These measures have significantly enhanced the functions of the Board of Directors and strengthened its supervisory role. The Company also arranges annual continuing education courses for all directors to improve the operational effectiveness of the Board of Directors.
Note 2 : The shareholding ratio is calculated based on the total number of outstanding shares of the Company as of March 31, 2026, which amounts to 197,999,573 shares.
Note 3 : Associate Liao, Wen-Jung resigned and was relieved of his duties on February 28,2025.
Note 4 : Associate Chung, Chin-Cheng resigned and was relieved of his duties on March 31, 2025.
Note 5 : Business General Manager Tang, Te-Cheng resigned and was relieved of his duties on February 28, 2026.
Note 6 : Associate Hsu, Chih-Chieh resigned and was relieved of his duties on February 28, 2026.
Note 7 : Deputy General Manager of Business Cheng, Te-Hao was promoted to Business Vice President on April 1, 2025, and resigned and was relieved of his duties on March 31, 2026.
Note 8 : Manager Chang, Chih-Yu was promoted to Associate on April 1, 2025.
Note 9 : Manager Liu, Yu-Cheng was promoted to Associate on April 1, 2025.
II. Remuneration Paid to Directors, President, and Vice Presidents in the Most Recent Year :
(I) Remuneration Paid to Directors and Independent Directors:
December 31, 2025 Unit: NT$ Thousands
| Job title | Name | Remuneration to directors | Sum of A+B+C+D and ratio to net income (%) | Remuneration received by directors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income (%) | All consolidated entities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) | Retirement pay and pension (B) | Director profit sharing compensation (C) (Note5) | Expenses and perquisites (D) | Salary, rewards, and special disbursements (E)(Note2) | Retirement pay and pension (F)(Note3) | Employee profit-sharing compensation (G) (Note6) | |||||||||||||||
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | ||||||
| Amount in stock | Amount in cash | Amount in stock | |||||||||||||||||||
| Chairman | Mercuries & Associates Holding Ltd. Representative : Chen, Hsiang-Chung(Note4) | 0 | 0 | 0 | 0 | 2,600 | 2,600 | 70 | 70 | 2,670 0.88% | 2,670 0.88% | 9,288 | 9,288 | 108 | 108 | 210 | 0 | 210 | 0 | 12,276 4.06% | 12,276 4.06% |
| Director | Mercuries & Associates Holding Ltd. Representative : Chen, Hsiang-Li(Note4) | 0 | 0 | 0 | 0 | 650 | 650 | 60 | 60 | 710 0.23% | 710 0.23% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 710 0.23% | 710 0.23% |
| Director | Mercuries & Associates Holding Ltd. Representative : Chen, Wen-Chu(Note4) | 0 | 0 | 0 | 0 | 650 | 650 | 70 | 70 | 720 0.24% | 720 0.24% | 4,768 | 4,768 | 108 | 108 | 110 | 0 | 110 | 0 | 5,706 1.89% | 5,706 1.89% |
| Director | Mercuries & Associates Holding Ltd. Representative : Chung, Cheng-Ping(Note4) | 0 | 0 | 0 | 0 | 330 | 330 | 30 | 30 | 360 0.12% | 360 0.12% | 5,779 | 5,779 | 108 | 108 | 100 | 0 | 100 | 0 | 6,347 2.10% | 6,347 2.10% |
| Director | Mercuries & Associates Holding Ltd. Representative : Tang, Te-Cheng(Note4) | 0 | 0 | 0 | 0 | 650 | 650 | 70 | 70 | 720 0.24% | 720 0.24% | 5,356 | 5,356 | 108 | 108 | 0 | 0 | 0 | 0 | 6,184 2.04% | 6,184 2.04% |
| Independent Director | Shen, Shang-Hung | 480 | 480 | 0 | 0 | 650 | 650 | 40 | 40 | 1,170 0.39% | 1,170 0.39% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,170 0.39% | 1,170 0.39% |
| Independent Director | Lin, Ming-Sheng | 213 | 213 | 0 | 0 | 330 | 330 | 0 | 0 | 543 0.18% | 543 0.18% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 543 0.18% | 543 0.18% |
| Job title | Name | Remuneration to directors | Sum of A+B+C+D and ratio to net income (%) | Remuneration received by directors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income (%) | Remuneration received from investees other than subsidiaries or from the parent company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base compensation (A) | Retirement pay and pension (B) | Director profit sharing compensation (C) (Note5) | Expenses and perquisites (D) | Salary, rewards, and special disbursements (E)(Note2) | Retirement pay and pension (F)(Note3) | Employee profit-sharing compensation (G) (Note6) | ||||||||||||||||
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | |||||
| Amount in stock | Amount in cash | Amount in stock | ||||||||||||||||||||
| Independent Director | Liu, Shui-En | 480 | 480 | 0 | 0 | 650 | 650 | 140 | 140 | 1,270 0.42% | 1,270 0.42% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,270 0.42% | 1,270 0.42% | 0 |
| Independent Director | Chen, Kuan-Pai | 480 | 480 | 0 | 0 | 650 | 650 | 120 | 120 | 1,250 0.41% | 1,250 0.41% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,250 0.41% | 1,250 0.41% | 0 |
| Independent Director | Chang, La-Shin | 269 | 269 | 0 | 0 | 330 | 330 | 60 | 60 | 659 0.22% | 659 0.22% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 659 0.22% | 659 0.22% | 0 |
- Please describe the policies, systems, standards and structure of independent directors' remuneration, and describe the correlation with the amount of remuneration according to factors such as responsibilities, risks, investment time and other factors:
(1) Independent directors receive a fixed remuneration of $40,000 per month and an attendance fee for each board of directors.
(2) In accordance with Article 23 of the Articles of Incorporation of the Company, if there is an annual profit, no more than 2% shall be allocated as the remuneration of the directors, and the remuneration of independent directors shall be paid according to the degree of participation in the operation of the Company, personal performance contribution, board attendance rate, etc. - In addition to the disclosure in the above table, the remuneration received by the directors of the company for services provided to all companies in the most recent year. (such as serving as a consultant to non-employees of the parent company/all companies included in the financial report/reinvested undertakings, etc.): None.
Note 1: The names of directors should be listed separately (corporate shareholders should list the names of corporate shareholders and representatives separately), and general directors and independent directors should be listed separately.
Note 2: The carrying amount of the vehicle allocated by the employee is included.
Note 3: Provision for retirement benefits expenses recognized in fiscal year 2025.
Note 4: Directors are paid to Mercuries & Associates Holding, Ltd. NT$4,880 thousand.
Note 5: According to the resolution of the Board of Directors on March 9, 2026, the directors' remuneration was approved at NT$7,490 thousand.
Note 6: Pursuant to the resolution of the Board of Directors on March 9, 2026, the employee remuneration is approved to be NT$13,940 thousand, which is calculated according to the proportion of the actual allotment amount last year.
29
Note 7: The net profit after tax in the individual financial statements for the fiscal year 2025 is NT$302,600 thousand.
Note 8: Mr. Chung, Cheng-Ping, the corporate representative of the director, stepped down following the re-election at the Annual General Shareholders’ Meeting on June 9, 2025, and assumed office on February 1, 2026 after being re-designated as the representative of the corporate director.
Note 9: Mr. Tang, Te-Cheng, the corporate representative of the director, resigned on February 1, 2026.
Note 10: Independent Director Mr. Lin, Ming-Sheng resigned on June 10, 2025.
(Ⅱ) Remuneration of the General Managers and Deputy General Managers:
December 31, 2025 Unit: NT$ Thousands
| Job title | Name | Salary (A) | Retirement pay and pension (B) (Note1) | Rewards and special disbursements (C) (Note2) | Employee profit-sharing compensation (D) (Note3) | Sum of A+B+C+D and ratio to net income (%) | Remuneration received from investees other than subsidiaries or from the parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | All consolidated entities | ||||
| Amount in stock | Amount in cash | Amount in stock | Amount in cash | |||||||||||
| President | Chen, Hsiang-Chung | 41,339 | 41,339 | 1,382 | 1,382 | 24,742 | 24,742 | 1,714 | 0 | 1,714 | 0 | 69,177 22.86% | 69,177 22.86% | 685 |
| Executive Vice President | Chen, Wen-Chu | |||||||||||||
| Business General Manager | Chung, Cheng-Ping | |||||||||||||
| Wu, Ming-Feng | ||||||||||||||
| Tang, Te-Cheng(Note 5) | ||||||||||||||
| Li, Tsung-Kuang | ||||||||||||||
| Teng, Chiu-Ming | ||||||||||||||
| Huang, Ling-Ying | ||||||||||||||
| Liao, Hsien-Tsai | ||||||||||||||
| Li, Chih-Hsien | ||||||||||||||
| Wu, Kun-Mou | ||||||||||||||
| Lin, Chiu-Hsiung | ||||||||||||||
| Yuan, Hung-Chih | ||||||||||||||
| Sang, Shih-Hua | ||||||||||||||
| Hsiao, Liang-Sheng | ||||||||||||||
| Lin, Chien-Hsing | ||||||||||||||
| Liang, Han-Wen | ||||||||||||||
| Cheng, Te-Hao(Note 6) | ||||||||||||||
| Tsai, Chung-Wei | ||||||||||||||
| Hsieh, Hung-Hsiang |
31
Note1: Provision for retirement benefits expenses recognized in fiscal year 2025.
Note2: The carrying amount of the vehicle allocated by the supervisor is included.
Note3: Pursuant to the resolution of the Board of Directors on March 9, 2026, the employee remuneration is approved to be NT$13,940 thousand, which is calculated according to the proportion of the actual allotment amount last year.
Note4: The net profit after individual income tax for the fiscal year 2025 is NT$302,600 thousand.
Note5: Business General Manager Tang, Te-Cheng resigned and was relieved of his duties on February 28, 2026.
Note6: Deputy General Manager of Business Cheng, Te-Hao resigned and was relieved of his duties on March 31, 2026.
Remuneration Range Table
| Pay the remuneration level of each general managers and deputy general managers of the Company | Names of the General Managers and Deputy General Managers | |
|---|---|---|
| The Company | All consolidated entities | |
| Less than NT$1,000,000 | none | none |
| NT$1,000,000 (incl) ~ NT$2,000,000 (excl) | Hsieh, Hung-Hsiang、Cheng, Te-Hao(Note 1) | Hsieh, Hung-Hsiang、Cheng, Te-Hao(Note 1) |
| NT$2,000,000 (incl) ~ NT$3,500,000 (excl) | Li, Tsung-Kuang、Huang, Ling-Ying、Liao, Hsien-Tsai、Li, Chih-Hsien、Lin, Chiu-Hsiung、Wu, Kun-Mou、Yuan, Hung-Chih、Sang, Shih-Hua、Hsiao, Liang-Sheng、Lin, Chien-Hsing、Liang, Han-Wen、Tsai, Chung-Wei | Li, Tsung-Kuang、Huang, Ling-Ying、Liao, Hsien-Tsai、Li, Chih-Hsien、Lin, Chiu-Hsiung、Wu, Kun-Mou、Yuan, Hung-Chih、Sang, Shih-Hua、Hsiao, Liang-Sheng、Lin, Chien-Hsing、Liang, Han-Wen、Tsai, Chung-Wei |
| NT$3,500,000 (incl) ~ NT$5,000,000 (excl) | Chen, Wen-Chu、Wu, Ming-Feng、Teng, Chiu-Ming | Chen, Wen-Chu、Wu, Ming-Feng、Teng, Chiu-Ming |
| NT$5,000,000 (incl) ~ NT$10,000,000 (excl) | Chen, Hsiang-Chung、Tang, Te-Cheng(Note 2)、Chung, Cheng-Ping | Chen, Hsiang-Chung、Tang, Te-Cheng(Note 2)、Chung, Cheng-Ping |
| NT$10,000,000 (incl) ~ NT$15,000,000 (excl) | none | none |
| NT$15,000,000 (incl) ~ NT$30,000,000 (excl) | none | none |
| NT$30,000,000 (incl) ~ NT$50,000,000 (excl) | none | none |
| NT$50,000,000 (incl) ~ NT$100,000,000 (excl) | none | none |
| NT$100,000,000 or above | none | none |
| Total | 20 persons | 20 persons |
Note 1: Deputy General Manager of Business Cheng, Te-Hao resigned and was relieved of his duties on March 31, 2026.
Note 2: Business General Manager Tang, Te-Cheng resigned and was relieved of his duties on February 28, 2026.
(III) Names and Distributions of Employee Profit-Sharing Compensation to Managerial Officers:
December 31, 2025 Unit: NT$ Thousands
| Job title | Name | Amount in stock | Amount in cash | Total | As a % of net profit (%) | |
|---|---|---|---|---|---|---|
| Managerial officers | Chairman & President | Chen, Hsiang-Chung | 0 | 3,295 (Note 1) | 3,295 (Note 1) | 1.09% (Note 2) |
| Executive Vice President | Chen, Wen-Chu | |||||
| Business General Manager | Chung, Cheng-Ping | |||||
| Tang, Te-Cheng(Note 5) | ||||||
| Li, Tsung-Kuang | ||||||
| Wu, Ming-Feng | ||||||
| Teng, Chiu-Ming | ||||||
| Deputy General Manager of Business | Huang, Ling-Ying | |||||
| Liao, Hsien-Tsai | ||||||
| Li, Chih-Hsien | ||||||
| Sang, Shih-Hua | ||||||
| Yuan, Hung-Chih | ||||||
| Hsiao, Liang-Sheng | ||||||
| Tsai, Chung-Wei | ||||||
| Hsieh, Hung-Hsiang | ||||||
| Wu, Kun-Mou | ||||||
| Lin, Chiu-Hsiung | ||||||
| Lin, Chien-Hsing | ||||||
| Liang, Han-Wen | ||||||
| Cheng, Te-Hao(Note 6) | ||||||
| Personnel Office Director | Huang, Tai-Ying | |||||
| Audit Office Director | Li, Tsung-Che | |||||
| Purchasing Office Director | Wu, Hsiang-Lan | |||||
| Finance and Accounting Office Director | Hsu, Hsiao-Chi | |||||
| Occupational Safety Office Director | Han, Yao-Te | |||||
| Associate | Chi, Ming-Tao | |||||
| Wang, Min-Cheng | ||||||
| Chen, Hsuan-Chih | ||||||
| Chuang, Wen-Chi | ||||||
| Tai, I-Hsin | ||||||
| Pu, Hung-Hsin | ||||||
| Chang, Wen-Hao | ||||||
| Ku, Tung-Hai | ||||||
| Hsu, Chien-Lung |
| Job title | Name | Amount in stock | Amount in cash | Total | As a % of net profit (%) | |
|---|---|---|---|---|---|---|
| Lin, Yuan-Kai | ||||||
| Yao, Ming-Te | ||||||
| Cheng, Shih-Lun | ||||||
| Chen, Mei-Hsing | ||||||
| Chung, Shih-Mei | ||||||
| Yang, Kai-Hsiang | ||||||
| Hsueh, Chi-Chun | ||||||
| Chan, Chih-Hung | ||||||
| Yang, Chin-Ching | ||||||
| Lin, Chia-Chen | ||||||
| Tsai, Chun-Hsu | ||||||
| Kao, Chien-Jung | ||||||
| Yang, Wen-Sheng | ||||||
| Hsu, Chih-Chieh(Note 7) | ||||||
| Lin, Li-Wen | ||||||
| Li, Hung-Ta | ||||||
| Lin, Yuan-Kun | ||||||
| Hsu, Hsien-Ta | ||||||
| Chao, Wen-Lun | ||||||
| Guo, Yi-Qun | ||||||
| Chang, Chih-Yu(Note 8) | ||||||
| Liu, Yu-Cheng(Note 9) |
Note 1: Pursuant to the resolution adopted by the Board of Directors on March 9, 2026, employees' compensation of NT$13,940 thousand was approved. However, as the allocation ratio of employees' compensation to managerial officers has not yet been resolved, the proposed amount is temporarily calculated based on the actual allocation ratio of the previous year.
Note 2 : The net profit after individual income tax for the fiscal year 2025 is NT$302,600 thousand.
Note 3 : Associate Liao, Wen-Jung resigned and was relieved of his duties on February 28,2025.
Note 4 : Associate Chung, Chin-Cheng resigned and was relieved of his duties on March 31, 2025.
Note 5 : Business General Manager Tang, Te-Cheng resigned and was relieved of his duties on February 28, 2026.
Note 6 : Deputy General Manager of Business Cheng, Te-Hao resigned and was relieved of his duties on March 31, 2026.
Note 7 : Associate Hsu, Chih-Chieh resigned and was relieved of his duties on February 28, 2026.
Note 8 : Manager Chang, Chih-Yu was promoted to Associate on April 1, 2025.
Note 9 : Manager Liu, Yu-Cheng was promoted to Associate on April 1, 2025.
(IV) Remuneration Paid to the Five Highest-Paid Executives Bonuses and special allowances:
December 31, 2025 Unit: NT$ Thousands
| Job title | Name | Salary (A) | Retirement pay and pension (B) (Note1) | Rewards and special disbursements (C) (Note2) | Employee profit-sharing compensation (D) (Note3) | Sum of A+B+C+D and ratio to net income (%) | Remuneration received from investees other than subsidiaries or from the parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | The Company | All consolidated entities | |||||
| Amount in stock | Amount in cash | Amount in stock | Amount in cash | |||||||||||
| Chairman and President | Chen, Hsiang-Chung | 5,040 | 5,040 | 108 | 108 | 4,248 | 4,248 | 210 | 0 | 210 | 0 | 9,606 3.17% | 9,606 3.17% | 685 |
| Business General Manager | Chung, Cheng-Ping | 2,520 | 2,520 | 108 | 108 | 3,259 | 3,259 | 100 | 0 | 100 | 0 | 5,987 1.98% | 5,987 1.98% | 0 |
| Business General Manager | Tang, Te-Cheng(Note 5) | 2,400 | 2,400 | 108 | 108 | 2,956 | 2,956 | 0 | 0 | 0 | 0 | 5,464 1.81% | 5,464 1.81% | 0 |
| Executive Vice President | Chen, Wen-Chu | 3,120 | 3,120 | 108 | 108 | 1,648 | 1,648 | 110 | 0 | 110 | 0 | 4,986 1.65% | 4,986 1.65% | 0 |
| Business General Manager | Teng, Chiu-Ming | 2,160 | 2,160 | 43 | 43 | 2,547 | 2,547 | 100 | 0 | 100 | 0 | 4,850 1.60% | 4,850 1.60% | 0 |
Note 1 : Provision for retirement benefits expenses recognized in fiscal year 2025.
Note 2 : The carrying amount of the vehicle allocated by the supervisor is included.
Note 3 : Pursuant to the resolution of the Board of Directors on March 9, 2026, the employee remuneration is approved to be NT$13,940 thousand, which is calculated according to the proportion of the actual allotment amount last year.
Note 4 : The net profit after individual income tax for the fiscal year 2025 is NT$302,600 thousand.
Note 5 : Business General Manager Tang, Te-Cheng resigned and was relieved of his duties on February 28, 2026.
(V) Analysis of the total remuneration paid by the Company and all companies to the directors, general managers and deputy general managers of the Company in the last two years as a proportion of net profit after tax in the individual financial statements, and explain the policy, criteria and combination of remuneration, the procedure for determining remuneration, and the correlation with business performance and future risks:
- Analysis of the total remuneration paid by the Company and all companies in the consolidated statements to the directors, general managers and deputy general managers of the Company in the past two years as a proportion of net profit after tax in individual financial reports:
| Job title\Item | The company | All companies in the financial report | ||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal year 2025 | Fiscal year 2024 | Fiscal year 2025 | Fiscal year 2024 | |||||
| Total amount | Proportion of net profit after tax | Total amount | Proportion of net profit after tax | Total amount | Proportion of net profit after tax | Total amount | Proportion of net profit after tax | |
| Remuneration to directors (Note1) | 10,072 | 3.33% | 9,660 | 3.43% | 10,072 | 3.33% | 9,660 | 3.43% |
| Remuneration for the General Manager and Deputy General Manager | 69,177 | 22.86% | 68,088 | 24.15% | 69,177 | 22.86% | 68,088 | 24.15% |
Note 1: Directors' remuneration has been deducted from the relevant remuneration received by Director and concurrent employees.
Note 2 : The net profit after individual income tax for the fiscal year 2025 is NT$302,600 thousand.
- The Company's policies, standards and combinations of remuneration, the procedures for determining remuneration, and the relevance of business performance and future risks:
For the remuneration distributed to the directors and managerial officers of the Company, pursuant to Article 23 of the Company's Articles of Incorporation, where profits are earned in a year, no less than $3\%$ of which should be contributed as employees' remuneration, and no more than $2\%$ should be contributed as director remuneration; in addition, the Company's independent directors receive a fixed remuneration and an attendance fee for each board meeting, and the remaining directors receive an attendance fee for each board meeting. Managerial officers' remuneration includes salary and bonus, among which salary refers to the standard of the industry and items such as title, rank, education (experience), professional ability and responsibilities, etc. The bonus is based on the manager's performance evaluation, including Company revenue, pre-tax net profit and after-tax net profit achievement rate, etc. The remunerations of directors and managerial officers are paid based on their participation in the Company's operations, personal performance and contribution, attendance rate of board meetings, among other factors.
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III. Implementation of Corporate Governance :
(1) Information on implementation of Board of Directors :
The Board of Directors convened 7 meetings in the most recent fiscal year, 2025 (ROC Year 114). The attendance of directors was as follows:
| Title | Name | No. of meetings attended in person | No. of meetings attended by proxy | In person attendance rate (%) | Remarks |
|---|---|---|---|---|---|
| Chairman | Mercuries & Associates Holding Ltd. | ||||
| Representative : Chen, Hsiang-Chung | 7 | 0 | 100 | Re-elected on June 9, 2025. | |
| Director | Mercuries & Associates Holding Ltd. | ||||
| Representative : Chen, Hsiang-Li | 6 | 1 | 85.7 | Re-elected on June 9, 2025. | |
| Mercuries & Associates Holding Ltd. | |||||
| Representative : Chen, Wen-Chu | 7 | 0 | 100 | Re-elected on June 9, 2025. | |
| Mercuries & Associates Holding Ltd. | |||||
| Representative : Chung, Cheng-Ping | 3 | 0 | 100 | Retired upon re-election on June 9, 2025.; appointed on February 1, 2026 following reassignment as the representative of the juristic-person director. Required attendance: 3 meetings. | |
| Mercuries & Associates Holding Ltd. | |||||
| Representative : Tang, Te-Cheng | 7 | 0 | 100 | Re-elected on June 9, 2025; resigned on February 1, 2026. Required attendance: 7 meetings. | |
| Independent Director | Shen, Shang-Hung | 2 | 5 | 28.6 | Re-elected on June 9, 2025. |
| Lin, Ming-Sheng | 0 | 2 | 0 | Re-elected on June 9, 2025, and resigned on June 10, 2025. Required attendance: 4 meetings. |
38
| Liu, Shui-En | 7 | 0 | 100 | Re-elected on June 9, 2025. | |
|---|---|---|---|---|---|
| Chen, Kuan-Pai | 6 | 0 | 85.7 | Re-elected on June 9, 2025. | |
| Chang, La-Shin | 4 | 0 | 100 | Newly elected on June 9, 2025. Required attendance: 4 meetings. | |
| Other noteworthy matters: | |||||
| I · When one of the following situations occurred to the operations of the Audit Committee, state the date, period, proposal contents, independent directors opinion, opinion with reservations or significant recommendation and resolutions of the Audit Committee, and the Company's actions in response to the opinions of the Audit Committee : | |||||
| (I) Matters listed in Article 14-3 of the Securities and Exchange Act: The Company has set up an audit committee, which is not applicable to Article 14-3 of the Securities Exchange. Please refer to the operation of the audit committee in this Annual Report for relevant information. | |||||
| (II) Any recorded or written board resolutions regarding which independent directors have objections or reservations to be noted in addition to the above: None. | |||||
| From the most recent fiscal year up to the date of publication of this Annual Report, the opinions of independent directors on material proposals or the results of resolutions were as follows: | |||||
| Board of Directors | Agenda content and follow up processing. | Items listed in Article 14-3 of the Securities and Exchange Act. | Independent director's objection or reservation of opinion. | ||
| 16th Term | |||||
| 19th Meeting | |||||
| 2025.01.20 | 1 · Proposal for the year-end bonus remuneration of managerial officers for 2024. | None | |||
| 2 · The Company’s Budget Plan for Fiscal Year 2025. | None | ||||
| 3 · Proposal for increasing and renewing the credit facility. | None | ||||
| 16th Term | |||||
| 20th Meeting | |||||
| 2025.03.10 | 1 · Proposal for the distribution of employee compensation and directors’ remuneration for 2024. | None | |||
| 2 · Proposal for the 2024 Business Report, Consolidated Financial Statements, and Parent Company Only Financial Statements. | ☑ | None | |||
| 3 · Proposal for the distribution of 2024 earnings. | ☑ | None | |||
| 4 · Proposal for the 2024 Internal Control System Statement and discussion on the assessment of the effectiveness of the internal control system. | ☑ | None | |||
| 5 · Proposal to evaluate the independence and competence of the certifying CPAs and to determine the CPA remuneration for 2025. | ☑ | None | |||
| 6 · Proposal to amend the Company’s Articles of Incorporation. | ☑ | None | |||
| 7 · Proposal for the election of the Company’s 17th Board of Directors, including | None |
| independent directors, and matters related to the acceptance of nominations. | ||||
|---|---|---|---|---|
| 8、Proposal for the Board of Directors to nominate the list of candidates for the 17th Board of Directors, including independent directors. | None | |||
| 9、Proposal to release the newly elected directors and their representatives from non-competition restrictions. | None | |||
| 10、Proposal for the date and agenda items of the 2025 Annual General Shareholders’ Meeting. | None | |||
| 11、Proposal for the renewal of credit facilities. | None | |||
| 16th Term 21st Meeting 2025.05.13 | 1、Proposal for the promotion and salary adjustment of managerial officers. | None | ||
| 2、Proposal for the distribution of employee compensation to managerial officers. | None | |||
| 3、Proposal for the consolidated financial statements for the first quarter of 2025 and 2024. | ✓ | None | ||
| 4、Proposal to set the record date for the capital increase through the issuance of common shares upon conversion of the Company’s first domestic unsecured convertible corporate bonds in the first quarter of 2025. | ✓ | None | ||
| 5、Proposal to make a donation to The Third Special Police Association. | ✓ | None | ||
| 6、Proposal to make a donation to the Criminal Investigation and Prevention Association R.O.C. | ✓ | None | ||
| 7、Proposal for the increase, ratification, and renewal of credit facilities | None | |||
| 17th Term 1st Meeting 2025.06.09 | 1、Proposal for the election of the Chairman of the Company’s 17th Board of Directors. | None | ||
| 17th Term 2nd Meeting 2025.07.03 | 1、Proposal to appoint the members of the 6th Remuneration Committee. | None | ||
| 2、Proposal to determine the payment schedule for the Company’s 2025 (ROC Year 114) cash dividends and the suspension period for conversion of the first domestic unsecured convertible corporate bonds. | None | |||
| 3、Proposal to request the Board of Directors’ approval to authorize the Chairman to make final decisions on matters related to the renewal of financing and credit facilities with the Company’s banks. | None | |||
| 4、Proposal for the ratification and renewal of credit facilities and the renewal of secured loan facilities. | None |
39
| | 17th Term
3rd Meeting
2025.08.12 | 1、Proposal to purchase real estate for the Kaohsiung office. | ☑ | None |
| --- | --- | --- | --- | --- |
| | | 2、Proposal to invest in the establishment of the “Uni-President Department Store Digital Multimedia Project”. | ☑ | None |
| | | 3、Proposal for the consolidated financial statements for the second quarter of 2025 and 2024. | ☑ | None |
| | | 4、Proposal for the Company’s 2024 Sustainability Report. | | None |
| 5、Proposal for the renewal of credit facilities. | | | None | |
| | 17th Term
4th Meeting
2025.11.12 | 1、Proposal for the consolidated financial statements for the third quarter of 2025 and 2024. | ☑ | None |
| | | 2、Proposal to amend certain provisions of the issuance and conversion regulations for the Company’s first domestic unsecured convertible corporate bonds. | ☑ | None |
| | | 3、Proposal to set the record date for the capital increase through the issuance of common shares upon conversion of the Company’s first domestic unsecured convertible corporate bonds in the third quarter of 2025. | ☑ | None |
| | | 4、Proposal to amend certain provisions of the Company’s Articles of Incorporation. | ☑ | None |
| | | 5、Proposal for the definition of rank-and-file employees. | | None |
| | | 6、Proposal to amend the Company’s Internal Control System, including all cycles, and the Implementation Rules for Internal Audits, including all cycles. | ☑ | None |
| | | 7、Proposal for the 2026 (ROC Year 115) audit plan of the Company and its subsidiary, Nanjing Mercuries Data Systems Computer Software Development Co., Ltd. | | None |
| | | 8、Proposal to amend the Company’s Procedures for the Acquisition or Disposal of Assets. | ☑ | None |
| | | 9、Proposal for the renewal of the Company’s Directors’ and Officers’ Liability Insurance for 2026. | | None |
| | | 10、Proposal to change the Company’s Chief Information Security Officer. | | None |
| | | 11、Proposal to make a donation to the Chinese Taipei Slow Pitch Softball Association. | ☑ | None |
| | | 12、Proposal for the increase and renewal of credit facilities. | | None |
40
41
| | 17th Term
5th Meeting
2026.01.27 | 1、Proposal for the year-end bonus remuneration of managerial officers for 2025. | | None |
| --- | --- | --- | --- | --- |
| | | 2、Proposal for the Company’s 2026 (ROC Year 115) budget. | | None |
| | | 3、Proposal for new long-term secured loans, increase of credit facilities, and renewal of credit facilities. | | None |
| | 17th Term
6th Meeting
2026.03.09 | 1、Proposal for the distribution of employee compensation and directors’ remuneration for 2025. | | None |
| | | 2、Proposal for the 2025 Business Report, Consolidated Financial Statements, and Parent Company Only Financial Statements. | ☑ | None |
| | | 3、Proposal for the distribution of 2025 earnings. | ☑ | None |
| | | 4、Proposal for the 2025 Internal Control System Statement and discussion on the assessment of the effectiveness of the internal control system. | ☑ | None |
| | | 5、Proposal to evaluate the independence and competence of the certifying CPAs and to determine the CPA remuneration for 2026. | ☑ | None |
| | | 6、Proposal to invest in the establishment of the “Breeze Nanshan Renovation Project.” | ☑ | None |
| | | 7、Proposal to release the directors and their representatives from non-competition restrictions. | ☑ | None |
| | | 8、Proposal for the by-election of one independent director and matters related to the acceptance of nominations. | | None |
| | | 9、Proposal for the Board of Directors to nominate the list of candidates for independent director. | | None |
| | | 10、Proposal to release the newly elected independent director from non-competition restrictions. | | None |
| | | 11、Proposal for the date and agenda items of the 2026 Annual General Shareholders’ Meeting. | | None |
| | | 12、Proposal for the renewal of credit facilities. | | None |
II、Implementation of Recusal by Directors from Motions Involving Conflicts of Interest :
| Director Name | The content of the motion/proposal. | Reasons for avoidance of interests | Participation in voting | Remarks |
|---|---|---|---|---|
| Chen, Hsiang-Chung, Chen, Wen-Chu, Chung, Cheng-Ping, Tang, Te-Cheng | Approved the proposal for the 2024 year-end bonus and remuneration for the Company’s managers. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 16th Term |
| 19th Meeting |
42
| Chen, Hsiang-Chung, Chen, Wen-Chu, Chung, Cheng-Ping, Tang, Te-Cheng | Approved the proposal for the allocation of employee remuneration for managerial personnel | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 16th Term 21st Meeting | |
|---|---|---|---|---|---|
| Chen, Hsiang-Chung | Approval of the Proposal for the Donation to the Third Special Police Association. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 16th Term 21st Meeting | |
| Chen, Hsiang-Chung, Shen, Shang-Hung, | Approved the donation to the Criminal Investigation and Prevention Association R.O.C. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 16th Term 21st Meeting | |
| Chen, Hsiang-Chung, Chen, Wen-Chu, Tang, Te-Cheng | Approved the proposal for the 2025 year-end bonus and remuneration for the Company’s managers. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 17th Term 5th Meeting | |
| Chung, Cheng-Ping, Liu, Shui-En | Approved the proposal to release the directors and their representatives from non-competition restrictions. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 17th Term 6th Meeting |
III. To disclose board of directors self-evaluation (or peer), frequency, period, scope, method and description in the following table. :
(I) The Board of Directors Evaluation and Implementation :
| Evaluation cycle | Evaluation period | Scope of evaluation | Method of evaluation | Evaluation content |
|---|---|---|---|---|
| Once a year execution/ performed annually. | 2025.01.01-2025.12.31 | Board of Directors. | Internal self-assessment of the Board of Directors. | 1 · Level of involvement in company operations. |
| 2 · Enhancing the decision-making quality of the Board of Directors. | ||||
| 3 · Composition and structure of the Board of Directors. | ||||
| 4 · Appointment and ongoing education of directors. | ||||
| 5 · Internal controls. | ||||
| 2025.01.01-2025.12.31 | Individual board members. | Self-assessment of board members. | 1 · Understanding of company goals and missions. | |
| 2 · Awareness of director responsibilities. | ||||
| 3 · Level of participation in company operations. |
43
| | | | | 4 · Internal relationship management and communication.
5 · Professionalism and ongoing education of directors.
6 · Internal controls. |
| --- | --- | --- | --- | --- |
| | 2025.01.01-2025.12.31 | Audit Committee. | Self-assessment of the Audit Committee. | 1 · Level of involvement in company operations.
2 · Awareness of the responsibilities of functional committees.
3 · Improving the decision-making quality of functional committees.
4 · Composition and member selection of functional committees.
5 · Internal controls. |
| | 2025.01.01-2025.12.31 | Remuneration Committee. | Self-assessment of the Remuneration Committee | |
(II) In January 2026, the Company completed the performance evaluations of the Board of Directors, individual directors, the Audit Committee, and the Remuneration Committee. The self-assessment score for the performance evaluation of the Board of Directors was 93.37 points; the self-assessment score for the performance evaluation of individual directors was 96.52 points; the self-assessment score for the performance evaluation of the Audit Committee was 95.65 points; and the self-assessment score for the performance evaluation of the Remuneration Committee was 97.6 points. The overall evaluation results were all rated "Excellent" or above, with no major items requiring improvement. The evaluation results were submitted to the Board of Directors and the Remuneration Committee at their meetings held on January 27, 2026, and to the Audit Committee at its meeting held on March 9, 2026.
IV · In current year and most recent years the goals to improve the function of board of directors (For example, Audit committee set-up and improve the transparency of the information to public.
(I) The Company approved the purchase of directors' liability insurance at the Board of Directors' meeting held on November 12, 2025, and implemented the matter as approved.
(II) The Company has conducted the internal performance evaluation of the Board of Directors for 2025 and submitted the results to the Board of Directors on January 27, 2026.
(III) To encourage directors to pursue continuing education, the Company regularly arranges courses related to corporate governance for its directors and provides directors with information on courses held by external training institutions for their reference. For the continuing education status of the Company's directors in the most recent fiscal year, please refer to pages 118-119 of this Annual Report.
(IV) The duties and powers of the Company's Remuneration Committee include formulating the policies, systems, standards, and structure for the performance evaluation and remuneration of directors and managerial officers, and evaluating the remuneration of directors and managerial officers accordingly.
(V) To strengthen the supervisory responsibilities of the Board of Directors and enhance the Board's management mechanism, the 2nd Audit Committee is composed of all independent directors. Following the re-election in 2025, the number of independent directors increased from four to five. The Audit Committee performs its duties in accordance with the Securities and Exchange Act to supervise the Company's operations and risk management.
(VI) The Company's internal auditors prepare audit reports on the operation of the Board of Directors to comply with the requirements of the competent securities authority.
(VII) In addition to disclosing relevant information on the Market Observation Post System, the Company has also established sections on its website for investors, corporate sustainability, corporate governance, and internal regulations, and regularly holds investor conferences to help stakeholders understand the Company’s developments and enhance the transparency of corporate information.
44
45
(II) Audit Committee Operations :
- The Audit Committee convened 4 meetings in the most recent fiscal year, 2025 (ROC Year 114). The attendance of independent directors was as follows:
| Title | Name | No. of meetings attended in person | No. of meetings attended by proxy | In person attendance rate (%) | Remarks |
|---|---|---|---|---|---|
| Independent Director (convener) | Shen, Shang-Hung | 1 | 3 | 25 | Re-elected on June 9, 2025. |
| Independent Director | Lin, Ming-Sheng | 0 | 1 | 0 | Re-elected on June 9, 2025, and resigned on June 10, 2025. Required attendance: 2 meetings. |
| Independent Director | Liu, Shui-En | 4 | 0 | 100 | Re-elected on June 9, 2025. |
| Independent Director | Chen, Kuan-Pai | 4 | 0 | 100 | Re-elected on June 9, 2025. |
| Independent Director | Chang, La-Shin | 2 | 0 | 100 | Newly elected on June 9, 2025. Required attendance: 2 meetings. |
Other matters that need to be recorded in meeting minutes:
- In the event of any of the following in the audit committee, the dates of audit committee meetings, sessions, contents of motions, the dissenting opinion, qualified opinion, or significant suggestions of the independent director, resolutions of the audit committee meetings, and the Company's response to audit members' opinion should be specified.
(1) Items listed in Article 14-5 of the Securities and Exchange Act:
| Audit Committee. | Agenda content and subsequent processing. | Resolution outcome. | The company's handling of the opinions of the Audit Committee. |
|---|---|---|---|
| 1st Term | |||
| 13th Meeting | |||
| 2025.03.10 | 1. Proposal for the 2024 Business Report, Consolidated Financial Statements, and Parent Company Only Financial Statements. | All attending committee members unanimously approved the proposal. | All attending directors unanimously approved the proposal. |
| 2. Proposal for the distribution of 2024 earnings. | |||
| 3. Proposal for the 2024 Internal Control System Statement and discussion |
| on the assessment of the effectiveness of the internal control system. | ||||
|---|---|---|---|---|
| 4、Proposal to evaluate the independence and competence of the certifying CPAs and to determine the CPA remuneration for 2025. | ||||
| 5、Proposal to amend the Company's Articles of Incorporation. | ||||
| 1st Term 14th Meeting 2025.05.13 | 1、Proposal for the consolidated financial statements for the first quarter of 2025 and 2024. | All attending committee members unanimously approved the proposal. | All attending directors unanimously approved the proposal. | |
| 2、Proposal to set the record date for the capital increase through the issuance of common shares upon conversion of the Company's first domestic unsecured convertible corporate bonds in the first quarter of 2025. | With the exception of Directors Mr. Chen, Hsiang-Chung, who recused himself from the discussion and voting, all other attending directors unanimously approved the proposal. | |||
| 3、Proposal to make a donation to The Third Special Police Association. | ||||
| 4、Proposal to make a donation to the Criminal Investigation and Prevention Association R.O.C. | With the exception of Committee Members Mr. Shen, Shang-Hung, who recused themselves from the discussion and voting, all other attending members unanimously approved the proposal. | With the exception of Directors Mr. Chen, Hsiang-Chung and Mr. Shen, Shang-Hung, who recused himself from the discussion and voting, all other attending directors unanimously approved the proposal. |
| | 2nd Term
1st Meeting
2025.08.12 | 1、Proposal to purchase real estate for the Kaohsiung office. | All attending committee members unanimously approved the proposal. | All attending directors unanimously approved the proposal. |
| --- | --- | --- | --- | --- |
| | | 2、Proposal to invest in the establishment of the “Uni-President Department Store Digital Multimedia Project”. | | |
| | | 3、Proposal for the consolidated financial statements for the second quarter of 2025 and 2024. | | |
| | 2nd Term
2nd Meeting
2025.11.12 | 1、Proposal for the consolidated financial statements for the third quarter of 2025 and 2024. | All attending committee members unanimously approved the proposal. | All attending directors unanimously approved the proposal. |
| | | 2、Proposal to amend certain provisions of the issuance and conversion regulations for the Company’s first domestic unsecured convertible corporate bonds. | | |
| | | 3、Proposal to set the record date for the capital increase through the issuance of common shares upon conversion of the Company’s first domestic unsecured convertible corporate bonds in the third quarter of 2025. | | |
| | | 4、Proposal to amend certain provisions of the Company’s Articles of Incorporation. | | |
| | | 5、Proposal to amend the Company’s Internal Control System, including all cycles, and the Implementation Rules for Internal Audits, including all cycles. | | |
| | | 6、Proposal to amend the Company’s Procedures for the Acquisition or Disposal of Assets. | | |
| | | 7、Proposal to make a donation to the Chinese Taipei Slow Pitch Softball Association. | | |
47
48
| 2nd Term
3rd Meeting
2026.03.09 | 1、Proposal for the 2025 Business Report, Consolidated Financial Statements, and Parent Company Only Financial Statements. | All attending committee members unanimously approved the proposal. | All attending directors unanimously approved the proposal. |
| --- | --- | --- | --- |
| | 2、Proposal for the distribution of 2025 earnings. | | |
| | 3、Proposal for the 2025 Internal Control System Statement and discussion on the assessment of the effectiveness of the internal control system. | | |
| | 4、Proposal to evaluate the independence and competence of the certifying CPAs and to determine the CPA remuneration for 2026. | | |
| | 5、Proposal to invest in the establishment of the “Breeze Nanshan Renovation Project.” | | |
| 6、Proposal to release the directors and their representatives from non-competition restrictions. | With the exception of Committee Members Mr. Liu, Shui-En, who recused themselves from the discussion and voting, all other attending members unanimously approved the proposal. | With the exception of Directors Mr. Liu, Shui-En and Mr. Chung, Cheng-Ping, who recused himself from the discussion and voting, all other attending directors unanimously approved the proposal. | |
(II) Except for the foregoing items, the items that were not approved by the Audit Committee but were resolved by more than two-thirds of all directors: None.
II、Regarding execution by independent board directors preventing cases of conflict of interest, name of independent board director, motion content, case of conflict of interest avoided, and voting participation should be described :
| Independent Director Name | The content of the motion/proposal. | Reasons for avoidance of interests | Participation in voting | Remarks |
|---|---|---|---|---|
| Shen, Shang-Hung | Approved the donation to the Criminal Investigation and Prevention Association R.O.C. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 1st Term |
| 14th Meeting |
49
| Liu, Shui-En | Approved the proposal to release the directors and their representatives from non-compete restrictions. | The abstention from exercising voting rights as stipulated in Article 206 of the Company Law. | Abstention from participating in the vote. | 2nd Term
3rd Meeting |
| --- | --- | --- | --- | --- |
III. Communication of independent board directors with the Chief audit officer and CPA (company finance, major issues of business conditions conducted through communications, and the methods and results should be described):
- Communication between independent directors and the internal audit executive:
The company follows the practice of conducting audit operations according to the audit plan and submitting them for review by independent directors/Audit Committee members on a regular basis. Additionally, the internal audit executive provides reports on the execution of audit activities during each board and Audit Committee meeting. Furthermore, at least once a year, there is a separate meeting between the internal audit executive and the independent directors for discussion.
| Dates and communication methods | Key points of communication | Communication outcome |
|---|---|---|
| 2025.03.10 | ||
| Audit Committee | 1. Report on the execution of audit plan with independent directors from January to February of 2025. | |
| 2. Issuance of the company's internal control statement for the year 2024 and discussion on the assessment of the effectiveness of internal control systems. | No objection | |
| 2025.05.13 | ||
| Audit Committee | 1. Report on the execution of audit activities with independent directors from March to April of 2025. | No objection |
| 2025.08.12 | ||
| Audit Committee | 1. Report on the execution of audit activities with independent directors from May to July of 2025. | No objection |
| 2025.11.12 | ||
| Audit Committee | 1. Report on the execution of audit activities with independent directors from August to October of 2025. | |
| 2. Submission of the Audit Plan for the year 2026. | No objection | |
| 2025.11.11 | ||
| Individual meeting | 1. Summary report on the implementation of the annual audit plan for the current year. | |
| 2. Financial and project risk assessment. | ||
| 3. Accounts receivable aging analysis. | No objection |
- Communication between independent directors and auditors:
Independent directors hold at least four meetings with auditors annually. The auditors report to the independent directors on the financial condition of the company, financial operations and overall performance of domestic and overseas subsidiaries, internal control audits, and communicate regarding financial statements and the application of auditing standards. Additional meetings may be convened as needed for significant matters.
| Dates and communication methods | Key points of communication | Communication outcome |
|---|---|---|
| 2025.03.10 | ||
| Audit Committee | 1. Explanation of the audit results for the consolidated financial statements and | The consolidated and individual financial |
| | individual financial statements for the fiscal year 2024, including:
(1) Explanation of the audit opinion on the consolidated and individual financial statements for the year 2023.
(2) Explanation of key audit matters communicated in the auditor's report on the consolidated financial statements and individual financial statements.
(3) Determination of material amounts in the financial statements.
(4) Explanation of significant adjusting journal entries.
(5) Audit of the consolidated financial statements.
(6) Significant deficiencies in fraud, non-compliance with laws and regulations, or internal controls: None.
(7) Subsequent events: None.
(8) Matters of disagreement with management: None. | statements for the fiscal year 2024 were reviewed and approved by the Audit Committee. They were subsequently presented to the Board of Directors for discussion and were approved. Following the discussion and approval, the financial statements were filed with the regulatory authorities and publicly disclosed according to the prescribed timeline. |
| --- | --- | --- |
| 2025.05.13
Audit Committee | 1、Explanation of the audit review results for the consolidated financial statements for the first quarter of 2025, including:
(1) Explanation of the audit review opinion on the consolidated financial statements for the first quarter of 2024.
(2) Determination of material amounts in the financial statements.
(3) Explanation of significant adjusting journal entries: None.
(4) Audit of the group's financial statements.
(5) Significant deficiencies in fraud, non-compliance with laws and regulations, or internal controls: None.
(6) Subsequent events: None.
(7) Matters of disagreement with management: None. | The consolidated financial statements for the first quarter of 2025 were reviewed and approved by the Audit Committee. They were subsequently presented to the Board of Directors for discussion and were approved. Following the discussion and approval, the financial statements were filed with the regulatory authorities and publicly disclosed according to the prescribed timeline. |
50
| 2025.08.12
Audit Committee | 1、Explanation of the audit review results for the consolidated financial statements for the second quarter of 2025, including:
(1) Explanation of the audit review opinion on the consolidated financial statements for the second quarter of 2024.
(2) Determination of material amounts in the financial statements.
(3) Explanation of significant adjusting journal entries: None.
(4) Audit of the group's financial statements.
(5) Significant deficiencies in fraud, non-compliance with laws and regulations, or internal controls: None.
(6) Subsequent events: None.
(7) Matters of disagreement with management: None. | The consolidated financial statements for the second quarter of 2025 were reviewed and approved by the Audit Committee. They were subsequently presented to the Board of Directors for discussion and were approved. Following the discussion and approval, the financial statements were filed with the regulatory authorities and publicly disclosed according to the prescribed timeline. |
| --- | --- | --- |
| 2025.11.12
Audit Committee | 1、Explanation of the audit review results for the consolidated financial statements for the third quarter of 2025, including:
(1) Explanation of the audit review opinion on the consolidated financial statements for the third quarter of 2025.
(2) Determination of material amounts in the financial statements.
(3) Significant adjusting journal entries: None.
(4) Audit of the group's financial statements.
(5) Significant deficiencies in fraud, non-compliance with laws and regulations, or internal controls: None.
(6) Subsequent events: None.
(7) Matters of disagreement with management: None.
(8) Communication with the governance unit in 2025: November 2025.
(9) Explanation of the audit plan for the year 2025. | The consolidated financial statements for the third quarter of 2025 were reviewed and approved by the Audit Committee. Subsequently, they were presented to the Board of Directors for discussion and were approved. As per the schedule, they were filed with the regulatory authorities and publicly disclosed in a timely manner. |
- Annual key points and operations of the Audit Committee:
(1) The powers of the Audit Committee are listed as follows:
- Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of procedures for major financial and business activities, including the acquisition or disposal of assets, derivatives trading, lending
51
funds to others, and making endorsements or providing guarantees for others.
- Matters involving directors’ own interests.
- Material asset or derivatives transactions.
- Material lending of funds, endorsements, or guarantees.
- Offering, issuance, or private placement of equity-type securities.
- Appointment, dismissal, or remuneration of certifying CPAs.
- Appointment or dismissal of the heads of finance, accounting, or internal audit.
- Financial reports signed or sealed by the Chairman, managerial officers, and accounting officer, and the second-quarter financial report required to be audited and certified by CPAs.
- Other material matters required by the Company or the competent authority.
(2) Key Focus Areas of the Audit Committee’s Work in 2025:
The Audit Committee held 4 meetings in 2025. The matters reviewed mainly included:
- Financial Statements: Review of financial statements—The 2024 consolidated financial statements and parent company only financial statements prepared by the Board of Directors were audited by BDO Taiwan CPAs and an audit report was issued. The consolidated financial statements for the first, second, and third quarters of 2025 were reviewed by BDO Taiwan CPAs and review reports were issued. The above financial statements were reviewed and approved by the Audit Committee.
- Appointment and Remuneration of Certifying CPAs: The proposal on the independence and competence of CPAs Chang Shu-Cheng and Liu Ke-Yi of BDO Taiwan CPAs was reviewed and approved at the 13th meeting of the 1st Audit Committee on March 10, 2025, confirming that they are qualified to serve as the Company’s certifying CPAs. The review of CPA remuneration for 2025 was also approved by the Audit Committee.
- Assessment of the effectiveness of the internal control system.
- Amendment to the Procedures for the Acquisition or Disposal of Assets.
- Material asset or derivatives transactions.
- Adoption of internal control-related regulations.
- Establishment and amendment of audit plans.
- Offering, issuance, or private placement of equity-type securities.
- Matters involving directors’ own interests.
- Amendment to the Articles of Incorporation.
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(III) Corporate Governance – Implementation Status and Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons :
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established and disclosed its Corporate Governance Best Practice Principles based on the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? | ✓ | The company has established "Corporate Governance Best Practice Principles" to safeguard shareholders' rights, strengthen the functions of the Board of Directors, respect the rights of stakeholders, and enhance information transparency. These guidelines provide relevant regulations in these areas. For more details on the company's Corporate Governance Best Practice Principles, please visit the company's website. | Compliance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies | |
| 2. Shareholding Structure and Shareholders' Rights (1) Does the Company have Internal Operation Procedures for handling shareholders' suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly? (2) Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders? | ✓ | (1) The company has established a spokesperson and proxy spokesperson system as a service channel to handle shareholder suggestions, inquiries, disputes, and other issues. These matters related to shareholders' meetings are managed in accordance with the "Shareholders' Meeting Rules." Shareholders can also submit their concerns through the designated section for stakeholders on the company's website. (2) The company complies with regulations by reporting changes in equity holdings by insiders on a monthly basis. At the end of each quarter and during the stock transfer | No material differences. |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3)Has the Company built and implemented a risk management system and a firewall between the Company and its affiliates? | ✓ | suspension period, the company obtains the list of shareholders holding more than 5% of the shares or the shareholder register from the stock transfer agent. This allows the company to monitor changes in the ownership of the company's shares by major shareholders.(3) In accordance with the company's "Internal Control System," "Acquisition and Disposal of Assets Processing Procedures," "Rules governing financial and business transactions between related parties, "and relevant laws and regulations, the company effectively conducts risk assessments and establishes appropriate firewalls in relation to transactions with related parties. This ensures the proper management of risks associated with related-party transactions. | ||
| (4)Has the Company established internal rules prohibiting insider trading of securities based on undisclosed information? | ✓ | (4) The company has established "Internal Handling Procedures for Material Non-Public Information" and "Code of Conduct and Guidelines for Ethical Business Operations" to regulate compliance with securities laws. These procedures emphasize the importance of legal compliance and strictly prohibit employees from engaging in insider trading using non-public information they become aware of, as well as from disclosing such |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| information to others, in order to prevent the misuse of such information for insider trading.From August 11 to August 22, 2025, the company conducted an online training program and assessment titled "Internal Handling of Material Non-Public Information and Prevention of Insider Trading" for current directors, managers, and employees. The training covered topics such as the scope of material information, confidentiality practices, public operations, and handling violations. The training presentation slides were made available on the company's internal website for reference by employees. A total of 870 individuals participated in the in-house training program, accumulating 2,610 training hours. | ||||
| 3. Composition and responsibilities of the board of directors.(1) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? | ✓ | (1) The company has established the "Corporate Governance Best Practice Principles," which stipulate that board members should consider diversity and develop a diversity policy regarding their own operations, business models, and development needs based on fundamental requirements and professional knowledge and skills. For | No material differences. |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Has the Company voluntarily established other functional committees in addition to the remuneration committee and the audit committee? | ☑ | ☑ | related implementation details, please refer to page 15 of this Annual Report.(2) The Company has duly established the Remuneration Committee and the Audit Committee in accordance with the law. Other functional committees will be established as needed based on actual operational requirements. | In the future, we will evaluate the necessity of establishing various functional committees based on business and operational needs.No material differences. |
| (3)Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms? | ☑ | ☑ | (3) The company follows the Board of Directors Performance Evaluation methods, an internal performance evaluation is conducted annually, and the evaluation results should be completed and submitted to the board before the end of March of the following year. For information regarding the evaluation cycle, period, scope, method, and content of the board, individual directors, the audit committee, and the remuneration and compensation committee, please refer to pages 42-43 of this Annual Report.In January 2026, the company completed the performance evaluation of the "Board of Directors," "Individual |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Does the Company regularly evaluate its external auditors' independence? | ✓ | Directors," "Remuneration and Compensation Committee," and "Audit Committee." The self-evaluation score for the Board of Directors' overall performance assessment was 93.37; the self-evaluation score for individual directors (members) was 96.52; the Audit Committee's performance self-evaluation score was 95.65; and the Remuneration Committee's performance self-evaluation score was 97.6. The self-assessment results were all rated as "excellent" or above, with no significant improvement items identified. The evaluation results were submitted to the board, the remuneration and compensation committee meeting held on January 27, 2026, and the audit committee meeting held on March 9, 2026, and were used as references for individual directors' remuneration and nomination for reappointment.(4) The Company's Audit Committee regularly evaluates the independence of the certifying CPAs each year and reports the evaluation results to the Board of Directors. Each year, the Company's Audit Committee evaluates the independence and competence of the certifying CPAs. In addition to requiring the certifying CPAs to provide a "Statement of Independence" and "Audit Quality Indicators (AQIs)," the evaluation is conducted in accordance with the AQI | No material differences. |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| disclosure framework and template issued by the Financial Supervisory Commission, Executive Yuan, on August 19, 2021. It has been confirmed that, apart from fees for audit certification and financial and tax-related services, the CPAs have no other financial interests or business relationships with the Company, and that the CPAs’ family members have not violated any independence requirements. In addition, with reference to the AQI information, it has been confirmed that the CPAs and the accounting firm have audit experience superior to the industry average. The evaluation results for the most recent year were reviewed and approved by the Audit Committee on March 9, 2026, and subsequently submitted to and approved by the Board of Directors on March 9, 2026. The evaluation of the independence and competence of the CPAs is detailed in Note 1. | ||||
| 4. Does the TWSE/TPEx listed company have in place an adequate number of qualified corporate governance officers and has it appointed a chief corporate governance officer with responsibility for corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, | ✓ | The Chief Corporate Governance Officer of the Company is held concurrently by Ms. Hsu Hsiao-Chi, Director of the Finance and Accounting Division. She has more than ten years of experience serving as a supervisor in finance, accounting, and shareholder services at a public company and she passed the Sustainability Development Basic Competency Examination in December 2024, and was awarded certificate |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? | number: (113) Sustainable Development No. 812420***.The main responsibility is to supervise and implement the operation of corporate governance, includes handling matters related to board meetings、Audit Committee and shareholder meetings in accordance with the law, preparing minutes of board、Audit Committee and shareholder meetings, handling company registration changes, assisting directors in appointment and ongoing education, providing necessary information for directors to carry out their duties, and assisting directors in compliance with laws and regulations. For the business execution and further training of corporate governance director, please refer to the company's website/investor area/corporate governance area. (URL: https://www.mds.com.tw) |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 5. Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders section on its company website? Does the Company appropriately respond to stakeholders' questions and concerns on important corporate social responsibility issues? | ✓ | The company has a spokesperson and a deputy spokesperson who serve as the communication channels with external stakeholders. We have also established a stakeholder section on the company's website to address important corporate social responsibility issues raised by different categories of stakeholders, including shareholders and investors, customers, suppliers, and employees. The communication updates and reporting contents are disclosed in the stakeholder section of the company's website. Each year, the company reports the communication with various stakeholders to the Board of Directors. The communication updates with stakeholders for the year 2025 were submitted to the Board of Directors on November 12, 2025. | No material differences. | |
| 6. Has the Company appointed a professional shareholder services agent to handle matters related to its shareholder meetings? | ✓ | The company has appointed the professional shareholder service agency, "Shareholder Services Department of Horizon Securities Co., Ltd." to handle shareholder meeting affairs and various shareholder-related matters. | No material differences. | |
| 7. Information Disclosure(1) Has the Company established a corporate website to disclose information regarding its | ✓ | (1) The company has established a company website (https://www.mds.com.tw) and assigned a dedicated person to collect and disclose company information. We | No material differences. | |
| consultation information about its activities and its activities. | information about its activities and activities. |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| financials, business, and corporate governance status? | ✓ | disclose relevant information such as financial operations and corporate governance on both the Public Information Observation System and the company website. | No material differences. | |
| (2) Does the Company use other information disclosure channels (e.g., maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? | ||||
| (3) Does the company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines? | ✓ |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| System (MOPS). Please refer to the information filed on MOPS for details. | ||||
| 8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors' and supervisors' continuing education, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)? | ✓ | (1) Employee Benefits: The company has established an Employee Welfare Committee in accordance with legal regulations to implement a retirement pension system and provide group insurance coverage for employees.(2) Employee Care: The company upholds the legitimate rights and interests of employees in accordance with the Labor Standards Act and other relevant regulations. Regular labor-management meetings are held, and employees are provided with channels for filing complaints to ensure smooth communication. The company's internal website contains various management regulations that clearly outline employee rights, obligations, and welfare programs. Regular reviews of welfare offerings are conducted to safeguard employee rights.(3) Investor Relations: The company fully discloses information to allow investors to stay informed about the company's operational status. Communication with investors is facilitated through shareholder meetings, analyst briefings, and spokesperson and proxy spokesperson systems. | No material differences. |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Supplier and Stakeholder Rights: The company focuses on its core business and adheres to a sustainable management approach, committed to maintaining long-term mutual interests with suppliers and stakeholders. The company's website includes a dedicated section for stakeholders and communication channels.(5) Directors' Continuing Education: The Company arranges continuing education courses for its directors each year and encourages them to participate in seminars on corporate governance and related topics organized by the Securities and Futures Institute, thereby strengthening the implementation of corporate governance practices. In 2025, all directors completed at least 6 hours of continuing education. Please refer to pages 118–119 of this Annual Report for details of each director's continuing education.(6) Implementation of Risk Management Policies and Standards: The company has formulated various measures and systems to manage and assess various risks.(7) Execution of Customer Policies: The company maintains smooth communication channels with customers, maintains good relationships, and periodically visits |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | |||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| customers to understand their needs. Timely technical support is provided to create company profits.(8) Purchase of Directors' Liability Insurance: The company has obtained directors' liability insurance coverage of NT$90 million from a property insurance company. The amount of coverage, scope of coverage, and insurance premium rates were approved during a board meeting on November 12, 2025. | |||||
| 9. Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent fiscal year by the Corporate Governance Center, Taiwan Stock Exchange, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement. (If the Company was not included among the companies evaluated for the given recent year, this item does not need to be completed.)(I) Explanation of the Improvements Made by the Company in Response to the 12th Corporate Governance Evaluation (Evaluation Year: 2025):(1) The Board of Directors of the Company includes at least one director of a different gender.(2) The Company discloses the categories and annual emissions of Scope 3 greenhouse gas emissions for the past year in its Annual Report, on its corporate website, and in its Sustainability Report.(3) The Company has established a personal data protection policy and discloses the content of the policy and its implementation status on the corporate website.(II) Explanation of the Company's Priority Improvement Items for the 1st ESG Evaluation (Evaluation Year: 2026): | |||||
| Indicator Categories | Indicator Contents | Explanation of Improvements |
| Evaluation item | Implementation status | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| Social | S-21 Has the Company established an employee training and development plan to enhance employees’ career competencies, and disclosed the content of the plan and its implementation status? | The Company plans to disclose the relevant information in its Annual Report, on its corporate website, or in its Sustainability Report. |
Note 1: The criteria for assessing the independence and competence of CPAs.
| Appraisal Description | Appraisal Results | Independent or not |
|---|---|---|
| 1. The signing CPAs have no direct or significant indirect financial interest relationship with the company. | Yes | Yes |
| 2. The signing CPAs do not have any significant close commercial relationship with the company. | Yes | Yes |
| 3. The signing CPAs do not have any potential employment relationship while auditing the company. | Yes | Yes |
| 4. The signing CPAs do not have any financial borrowing or lending with the company. | Yes | Yes |
| 5. The signing CPAs have not received significant gifts or presents from the directors, supervisors, or managers of the company. (valued beyond normal social etiquette standards) | Yes | Yes |
| 6. The signing CPAs have not provided auditing services to the company for seven consecutive years. | Yes | Yes |
| 7. The signing CPAs do not hold shares of the company. | Yes | Yes |
| 8. The signing CPAs, their spouse, dependents, and the audit team have not held positions as directors, supervisors, or managers of the company, or positions that significantly influence audit cases during the audit period or in the past two years. It is also confirmed that they will not hold such positions in the future audit period. | Yes | Yes |
| 9. Has the signing CPAs complied with the relevant independence regulations outlined in the Code of Professional Ethics for Accountants No. 10 and obtained the "Independence Statement" issued by the signing accountant? | Yes | Yes |
| 10. Obtain information on the 13 Audit Quality Indicators (AQIs) provided by the accounting firm and evaluate the audit quality of the firm and the audit team according to the "Guidance on the Interpretation of Audit Quality Indicators (AQI) Issued by Regulatory Authorities". | Yes | Yes |
(IV) The composition, responsibilities, and operational details of the Remuneration Committee are as follows:
- Information on members of the Remuneration Committee:
March 31, 2026
| Identity | Name | Criteria | Professional qualifications and experience | Independence analysis | Number of other public companies at which the person concurrently serves as remuneration committee member |
|---|---|---|---|---|---|
| Independent Director (convenor) | Chen, Kuan-Pai | Note1 | Note1 | 1 | |
| Independent Director | Shen, Shang-Hung | Note1 | Note1 | 2 | |
| Independent Director | Liu, Shui-En | Note1 | Note1 | 3 | |
| Independent Director | Chang, La-Shin | Note1 | Note1 | 2 | |
| Other | Wang, Min-Chi | Mr. Wang, Min-Chi graduated from EMBA of Tsinghua University in Beijing and served as Director of Yijin Enterprise (shares) and Director of Yihe Investment (shares), and is currently the Chairman of Hualien Branch of Yijin Enterprises (Shares), who is committed to the successful operation of the tourist hotel service industry, familiar with business laws and regulations and has professional experience in corporate governance. The company still relies on its experience | Neither Mr. Wang, his spouse, nor his relatives within the second degree of kinship serve as directors, supervisors, or employees of the Company or its affiliates. None of them holds shares of the Company. Mr. Wang has not provided business, legal, financial, accounting, or other services to the Company or its affiliates in the most recent two years. | 1 |
Note1. The remuneration committee consists of independent directors. For their relevant work experience, professional qualifications, and expertise, please refer to pages 9-11 of this Annual Report under "Director Information." For information on their independence, please refer to page 15 of this Annual Report under section 3: "Board Diversity and Independence."
- Responsibilities of the Remuneration Committee:
In accordance with Article 7 of the "Organizational Regulations of the Remuneration Committee" of the company, its responsibilities are as follows: 1. Regularly review these regulations and propose amendments. 2. Establish and periodically review the policies, systems, standards, and structures of annual and long-term performance goals and remuneration for directors and executives of the company. 3. Regularly evaluate the achievement of performance goals by directors and executives of the company and determine the content and amount of their individual remuneration.
- Information on the operation of the Remuneration Committee:
(1) The Remuneration Committee of the company consists of five members.
(2) Term of office for the current committee: July 3, 2025, to June 8, 2028. The Remuneration Committee convened 3 meetings in the most recent fiscal year, 2025 (ROC Year 114). The qualifications and attendance of committee members were as follows:
| Title | Name | No. of meetings attended in person | No. of meetings attended by proxy | In-person attendance rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Chen, Kuan-Pai | 2 | 0 | 67 | Reappointed by the Board of Directors on July 3, 2025. |
| Member | Shen, Shang-Hung | 1 | 2 | 33 | Reappointed by the Board of Directors on July 3, 2025. |
| Member | Liu, Shui-En | 3 | 0 | 100 | Reappointed by the Board of Directors on July 3, 2025. |
| Member | Wang, Min-Chi | 3 | 0 | 100 | Reappointed by the Board of Directors on July 3, 2025. |
| Member | Chang, La-Shin | 0 | 0 | NA | Newly appointed by the Board of Directors on July 3, 2025. Required |
69
| | | | | | attendance: 0
meetings. |
| --- | --- | --- | --- | --- | --- |
| Member | Lin, Ming-Sheng | 0 | 0 | 0 | Retired upon expiration of term on June 9, 2025.
Required attendance: 3 meetings. |
| Other items to be noted:
I · If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it should specify the date and agenda of the Board of Directors meeting, the resolution result, and the company's handling of the Remuneration Committee's opinion (if the remuneration approved by the Board of Directors exceeds the recommendations of the Remuneration Committee, the differences and reasons should be stated): None.
II · For decisions made by the Remuneration Committee where members have objections or reservations and have recorded or submitted written statements, it should be stated the date and agenda of the Remuneration Committee meeting, the content of the agenda, all members' opinions, and how the committee handled those opinions: None.
III · From the most recent fiscal year up to the date of publication of this Annual Report, the agenda items discussed at Remuneration Committee meetings, the resolution results, and the Company's handling of members' opinions were as follows: | | | | | |
| The Remuneration Committee. | | Agenda content and follow up processing. | Resolution results. | The handling of the Remuneration Committee's opinions by the company. | |
| 5th Term
10th Meeting
2025.01.20 | | 1 · Proposal for the year-end bonus remuneration of managerial officers for 2024. | All attending committee members unanimously approved the proposal. | With the exception of Directors Mr. Chen, Hsiang-Chung, Mr. Chen, Wen-Chu, Mr. Chung, Cheng-Ping, Mr. Tang, Te-Cheng, who recused himself from the discussion and voting, all other attending directors unanimously approved the proposal. | |
| 5th Term
11th Meeting
2025.03.10 | | 1 · Proposal for the distribution of employee compensation and directors' remuneration for 2024. | All attending committee members unanimously approved the proposal. | All attending Directors unanimously approved the proposal. | |
| 5th Term
12th Meeting
2025.05.13 | 1 · Proposal for the promotion and salary adjustment of managerial officers. | All attending committee members unanimously approved the proposal. | All attending Directors unanimously approved the proposal. | | |
| | | | 2 · Proposal for the distribution of employee compensation to managerial officers. | With the exception of Directors Mr. Chen, Hsiang-Chung, Mr. Chen, Wen-Chu, Mr. Chung, Cheng-Ping, Mr. Tang, Te-Cheng, who recused himself from the discussion and voting, all other attending directors unanimously approved the proposal. | |
| discussion and voting, all other attending directors unanimously approved the proposal. | |||||
|---|---|---|---|---|---|
| 6th Term 1st Meeting 2026.03.09 | 1、Proposal for the distribution of employee compensation and directors’ remuneration for 2025 | All attending committee members unanimously approved the proposal. | All attending Directors unanimously approved the proposal. |
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(V) Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons :
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? | ✓ | In order to fulfill its sustainable development goals, the Company has established a “Sustainability Promotion Task Force” led by the Chairman, President, and other senior management. This task force is responsible for supervising and coordinating the formulation of the Company’s sustainability strategies and objectives. Department heads serve concurrently as members of the task force according to their functional roles and assist in promoting sustainability-related initiatives, integrating them into the Company’s operational strategies and activities. The task force periodically reports to the Board of Directors and management on the goals, performance, and progress of sustainability initiatives. ●Organizational Chart of the ESG Sustainability Promotion Task Force: | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 2. Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company's operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? | ✓ | 1. This disclosure covers the company's sustainability performance at its main locations from January 2025 to December 2025, with the risk assessment boundary primarily focused on the company's Taiwan operations and Nanjing Mercuries Software Co., Ltd.2. The company regularly identifies and assesses significant issues and risks related to sustainability, and formulates relevant risk management policies and strategies as follows:(1) Environment and Society:●Product Safety: All products of the Company comply with applicable government laws and regulations and conform to the EU RoHS Directive. They do not contain any hazardous substances. In addition, to ensure the quality of customer service, the Company proactively conducts customer service satisfaction surveys on a regular annual basis to strengthen its cooperative relationships with customers. In 2025, a total of 399 customer questionnaires were distributed, including 40 for Field Service Cloud. A total of 371 valid questionnaires were collected, including 40 for Field Service Cloud, representing a response rate of 92.9%. Overall customer satisfaction reached 94.44%. The satisfaction results by category were as follows: product | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| satisfaction, 94.6%; engineering service and maintenance satisfaction, 94%; system software satisfaction, 91.3%; business service satisfaction, 95%; and overall satisfaction score, 94%. For the Field Service Cloud unit, the satisfaction results were as follows: product service, 90.12%; business service, 98.38%; and overall satisfaction score, 94.92%.Occupational Safety: The company organizes annual fire drills and provides general safety and health education and training to enhance employees' emergency response and self-safety management capabilities.(2) Corporate Governance:Social, economic, and legal compliance: By establishing a governance structure and implementing internal control mechanisms, ensure that all personnel and operations of the company comply with relevant legal regulations. The company has established a "Code of Conduct," "Code of Conduct Procedures and Guidelines," and "Internal Handling Procedures for Material Non-Public Information." These internal management systems and related procedures ensure that the company operates with |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| integrity, fulfills its corporate social responsibilities, and maintains good governance in its internal operations and management. ●Enhance the competency of directors: insure directors’ liability insurance to protect directors from lawsuits or claims for compensation. ●Communication with stakeholders: Establish various communication channels, actively engage in communication to reduce conflicts and misunderstandings. Set up an investor contact point, handled by a spokesperson responsible for responses. | ||||
| 3. Environmental Issues (1) Has the Company set an environmental management system designed to industry characteristics? | ✓ | (1) 1. The Company is engaged in the information services industry and does not have any manufacturing processes. Therefore, there is no process-related pollution, and ISO 14001 environmental certification is not applicable. The Company’s recycling and reduction measures are carried out in coordination with government policies and the operations of the building management committee. | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? | ✓ | (2)1. Paper saving in offices is promoted, by replacing paper with e-mail, increasing online approval, to reduce the consumption of paper and toner. The resource recycling and garbage classification are enhanced to improve the utilization rate of various resources. Because the Company belongs to the information service sector, there is no need to use recycled materials.2. The new office renovation incorporates natural lighting and embraces sustainable, environmentally friendly, and nature-inspired concepts. Recyclable and eco-friendly materials are utilized in the interior environment to create a workspace that embodies a "natural living" atmosphere.3. The air conditioning system has been replaced with Variable Refrigerant Volume (VRV) technology, and all lighting fixtures have been switched to LED lights. This helps improve energy efficiency and reduces the environmental impact of the office space. | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| (3) Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? | ✓ | |
| (4) Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? | ✓ | |
| Greenhouse Gas Emissions Statistics for 2025 Scope of Inventory: Entire Company | ||
| Scope | Type of Emission Sources | Emissions T(CO2e) |
| Scope 1 | Gasoline for vehicles | 368.1969 |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | |||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| Fugitive emissions | 23.3042 | ||||||
| Stationary combustion -natural gas and liquefied petroleum gas | 0.1156 | ||||||
| Diesel for vehicles | 0.1903 | ||||||
| Stationary diesel-generators | 0.027 | ||||||
| Scope 2 | Purchased Energy-Electricity | 769.4264 | 769.4264 | ||||
| Scope 3 | 3.3 Employee Commuting | 421.7889 | 1,263.9643 | ||||
| 3.5 Business Travel (Accommodation during Business Trips) (Note 2) | 552.9070 | ||||||
| 4.1 Procurement of Goods and Consumables | 5.1644 | ||||||
| 4.2 Indirect Emissions from the Procurement of | 279.3695 |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | |||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| Energy and Resources | |||||||
| 4.4 Indirect Emissions from Waste Disposal | 4.7345 | ||||||
| Total Emissions T(CO2e) | 2,425.2247 | ||||||
| Notes:1. The relevant emission factors were obtained with reference to the Greenhouse Gas Emission Factor Management Table Version 6.0.4, the latest electricity emission factor announced by the Bureau of Energy, Ministry of Economic Affairs on April 23, 2025, the Carbon Footprint Product Information Platform of the Ministry of Environment, and the official website of TNMT for international emission factors.2. Indirect emissions from business travel exclude domestic and international air travel, overseas accommodation, overseas transportation, domestic MRT, shipping, and coach transportation.3. Based on the results of the materiality assessment, the Company has included Scope 3 Category 3.3 Employee Commuting, Category 3.5 Business Travel, |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| Greenhouse Gas Emissions Statistics for 2024 Scope of Inventory: Entire Company | ||
| Scope | Type of Emission Sources | Emissions T(CO2e) |
| Scope 1 | Automotive Gasoline | 367.0116 |
| Fugitive Emissions | 9.1773 |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | |||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| Stationary Combustion (Natural Gas) | 0.0475 | ||||||
| Scope 2 | Purchased Energy – Electricity | 778.7733 | 778.7733 | ||||
| Scope 3 | 3.3 Employee Commuting | 461.0709 | 1151.8694 | ||||
| 3.5 Business Travel (Accommodation during Business Trips) (Note 2) | 345.4836 | ||||||
| 4.2 Indirect Emissions from the Procurement of Energy and Resources | 248.3027 | ||||||
| 4.4 Indirect Emissions from Waste Disposal | 97.0122 | ||||||
| Total Emissions T(CO2e) | 2306.8791 | ||||||
| Note : 1. The relevant emission factors are based on the Greenhouse Gas Emission Management Factors Table |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (Version 6.0.4), the latest electricity emission factor announced by the Bureau of Energy, Ministry of Economic Affairs (announced on June 21, 2023), the Environmental Protection Administration (EPA) Product Carbon Footprint Information Network, and the official website of the international TNMT emission factors. 2. Indirect emissions from business travel exclude domestic and international flights, overseas accommodations, overseas transportation, domestic metro systems, shipping, and passenger transportation. Some activity data was collected during the period from September 1, 2024 to December 31, 2024. 3. Based on the materiality assessment criteria, the Company has identified the following Scope 3 categories as significant emission sources: Category 3.3 Employee Commuting, Category 3.5 Business Travel, Category 4.2 Indirect Emissions from the Procurement of Energy and Resources, and Category 4.4 Indirect Emissions from Waste Disposal. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| Item | 2024year | 2025year |
| Scope of Coverage | Entire Company | Entire Company |
| Water usage(mt) | 6,616 | 7,198.72 |
| Electricity usage (degrees) | 1,576,464 | 1,623,262.38 |
| 2. As a company in the information services industry, we do not have manufacturing factories or reuse packaging materials. Our main products are distributed through agency arrangements, resulting in no generation of hazardous waste. The waste generated primarily comes from the daily activities of our employees. We ensure that all waste is handled by authorized facilities.For the year 2025 the disposal of non-hazardous waste was entrusted to authorized vendors, these measures ensure proper recycling and reduce environmental pollution caused by waste. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| Item | 2024 year | 2025 year |
| Total weight of non-hazardous waste (mt) | 46.945 | 44.033 |
| paper (mt) | 11.545 | 15.393 |
| Iron (mt) | 3.37 | 0.4 |
| Packaging (mt) | 1.59 | 1.81 |
| wood (mt) | 25.56 | 26.43 |
| 3. The measures implemented by the company to achieve energy efficiency, carbon reduction, greenhouse gas reduction, and waste management goals as a low-pollution business are as follows:(1) New office: The newly established office uses more than 45% green building materials to reduce heat generation.(2) No paper cups: We do not provide paper cups in the office and promote the use of eco-friendly utensils such as reusable chopsticks and cups to avoid the use of disposable utensils and reduce waste. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Paperless office: We promote a paperless office environment by enhancing electronic signatures and office automation processes to minimize paper waste, contributing to waste reduction and a decrease in the number of trees being cut down.(4) Gradual replacement of oil-powered vehicles: We are gradually phasing out oil-powered vehicles and replacing them with electric motorcycles, electric cars, or hybrid vehicles.(5) Purchase of energy-efficient appliances: We purchase home appliances with energy efficiency rating of level 1 and utilize off-peak charging for mechanical equipment.(6) Installation of sensor taps and dual-flush toilets to conserve water.(7) LED lighting in the office: We have replaced traditional lighting fixtures with LED lights. Lighting is planned based on work requirements and different circuits are activated according to the usage of different areas to reduce energy consumption. Lights in unused areas are switched off promptly. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (8) The company promotes employees to use public transportation to reduce carbon emissions.(9) Early shutdown of air conditioning during winter months in the office. | ||||
| 4. Social Issues(1) Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? | ✓ | (1) To fulfill its corporate social responsibility and to protect and uphold fundamental human rights, the Company recognizes and complies with international human rights conventions, including but not limited to the United Nations Universal Declaration of Human Rights (UDHR), the United Nations Global Compact (UNGC), the United Nations Guiding Principles on Business and Human Rights (UNGPs), the International Labour Organization (ILO) conventions, the International Covenant on Civil and Political Rights (ICCPR), and the International Convention on the Elimination of All Forms of Racial Discrimination (ICERD). The Company also complies with labor-related laws and regulations in the jurisdictions where it operates. Accordingly, the Company has established its Human Rights Policy to implement the protection of labor rights and human rights.The scope of application of the Company's Human Rights Policy (Note 1) includes not only the Company's own active | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| implementation of corporate social responsibility and human rights protection policies, but also the establishment of a Supplier Sustainability Code of Conduct. The Company encourages its business partners, including suppliers, to jointly commit to the principles and practices set forth in its Human Rights Policy.The Company's Human Rights Policy includes provisions on protecting human rights in the workplace, building workplace diversity, implementing equal pay for equal work, prohibiting differential treatment based on gender or sexual orientation, providing a healthy and safe workplace, respecting freedom of assembly and association, promoting harmonious labor-management relations, protecting personal data, and prohibiting any conduct that violates human rights, as well as any form of forced labor.The Company implements labor-management communication through various channels, including labor-management meetings, an employee grievance mailbox, a proposal improvement column, and a workplace unlawful infringement complaint mechanism. These open communication channels establish a platform for dialogue between labor and |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| management, thereby protecting and enhancing employees’ rights and interests.The Company is committed to building a diverse and inclusive workplace, providing all employees and job applicants with an environment free from differential treatment and any form of unlawful workplace infringement, and adopts a zero-tolerance approach toward such conduct. | ||||
| (2) Has the Company established and implemented reasonable employee welfare measures (include salary/compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation? | ✓ | (2)1. The Company has established work rules and relevant personnel management regulations, and has entered into labor contracts with employees. The contents thereof cover wages, working hours, pension payments, and other matters, all of which comply with the relevant provisions of the Labor Standards Act.2. The Company’s Employee Welfare Committee provides various employee benefits, including holiday bonuses, wedding and childbirth cash gifts, funeral subsidies, and subsidies for travel and club activities.3. The Company has established a reasonable remuneration policy based on its market positioning and industry compensation trends. Taking into account internal and external fairness and competitiveness, the Company has also established a performance management system and a clear reward and disciplinary | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| system. Remuneration is provided based on employees' job categories, professional knowledge and skills, and contribution to the Company's value, with the aim of enhancing departmental, team, and individual performance. 4. Pursuant to Article 23 of the Company's Articles of Incorporation, if the Company records a profit for the year, it shall allocate no less than 3% of such profit as employee compensation, of which no less than 40% shall be allocated to rank-and-file employees. 5. Based on the Company's annual earnings and operating performance, year-end bonuses and performance bonuses are allocated to reflect operating results in employee remuneration and to share the Company's business achievements with employees. 6. The Company is committed to providing employees with a dignified and safe working environment. The Company implements employment diversity and fairness in remuneration and promotion opportunities, and ensures that employees are not subject to discrimination, harassment, or unequal treatment on the basis of race, gender, religion, age, political affiliation, or any other status protected under applicable laws and regulations. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| category | Number of people | Percentage of total employees (%) |
| <30 years old | 160 | 19% |
| 30-50 years old | 452 | 54% |
| >50 years old | 231 | 27% |
| (2) Gender: | ||
| category | Number of people | Percentage of total employees (%) |
| Male | 612 | 74% |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| category | Number of people | Percentage of total employees (%) |
| Percentage of female managers | 45/181 | 25% |
| Percentage of female frontline managers | 37/126 | 29% |
| Percentage of female senior executive | 7/56 | 13% |
| The company ensures that employees, regardless of gender, are compensated and have equal promotion opportunities based on factors such as educational background, professional knowledge and skills, and individual performance. In 2025, female employees accounted for an average of 26% of the workforce, while female managers accounted for an average of 25% of all management positions.7. Workplace diversity: The Company values employee diversity. It employs more persons with disabilities than legally required and employs Indigenous employees in accordance with applicable |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| category | Number of people | Percentage of total employees (%) |
| Republic of China nationality | 834 | 99% |
| Foreign nationality | 1 | 0.1% |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||||
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| Indigenous | 7 | 0.9% | ||||
| 5. Other diversity index: | ||||||
| category | Number of people | Percentage of total employees (%) | ||||
| People with disabilities | 12 | 1.4% | ||||
| (3) Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? | ||||||
| ☑ | (3) 1. In accordance with the Occupational Safety and Health Act and taking into consideration stakeholders' expectations and requirements for occupational safety and health management, the Company has established and implemented its Occupational Safety and Health Policy. A summary of the Company's initiatives and measures to provide a safe and healthy working environment for employees is as follows: (1) The Company has long prioritized employee workplace safety and health. Environmental monitoring of the workplace is outsourced and conducted twice annually. In addition, comprehensive employee health examinations are organized once every two years. | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) During the year, the Company conducted general occupational safety and health education and training. A total of 761 existing employees and 100 new employees completed the training. In addition, the Company managed the participation of occupational safety and health personnel, first-aid personnel, and other relevant personnel in on-the-job training in accordance with applicable regulations.(3) The Company continues to monitor the implementation of hazard identification and risk assessment across all departments and units. Assistance is provided to develop appropriate and practical measures to prevent the occurrence of safety incidents.(4) For major projects or routine operations carried out by various departments that involve significant or moderate levels of risk, the Company includes these activities in the annual occupational safety and health management inspections. Any deficiencies identified during inspections are immediately communicated on-site and corrective actions are promptly implemented. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (5) The Company has established four major occupational health protection programs: Maternity Health Protection, Prevention of Ergonomic Hazards, Prevention of Diseases Induced by Excessive Workload, and Prevention of Unlawful Infringement While Performing Duties. These policies are published on the Company's internal website and are implemented annually in accordance with the plans. Regular reviews and revisions are conducted to ensure they remain aligned with actual needs.(6) In compliance with regulations, a contracted occupational physician provides on-site health services at the Company. Additionally, one dedicated occupational health nurse is responsible for employee health risk assessment, consultation, and the coordination of various health promotion activities. Throughout the year, medical personnel conducted a total of 401 employee health consultations and follow-up care sessions.(7) The specific measures and outcomes for the prevention and management of employee obesity and the “Three Highs” (high blood pressure, high blood sugar, and high cholesterol) are summarized as follows: |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (a) Blood pressure monitors are installed in office areas to encourage employees to develop self-monitoring habits for blood pressure control.(b) Educational materials and health bulletins related to the “Three Highs” and general health are distributed quarterly to provide diversified health information and enhance employee awareness of health and hygiene.(c) The Company plans to hold two health seminars in 2026.(d) The Company’s Employee Welfare Committee continues to encourage employees to organize and participate in active health clubs (e.g., basketball club, table tennis club).2. In accordance with occupational safety and health-related laws and regulations and the guidance of the competent authority, the Company passed the initial certification of the ISO 45001 Occupational Health and Safety Management System by a third-party certification body in the first half of 2025 and obtained the certificate. The certificate is valid from May 12, 2025 to May 12, 2028. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| (4) Has the Company established effective career development training programs for employees? | ✓ | |
| Course Name | Purpose | Participants (No.) |
| New Employees | All Employees | |
| Code of Integrity for Employees | To promote legal awareness, | 73 |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||||||
| integrity, and prevention of dishonest conduct. | ||||||||||
| Prevention of Workplace Bullying | To enhance awareness and prevention of workplace bullying and promote a zero-tolerance workplace. | 114 | - | 178 | 2 | 100% | ||||
| Handling of Material Internal Information and Prevention of Insider Trading | To ensure proper handling of material internal information and prevent insider trading or improper disclosure. | 72 | 743 | 55 | 1 | 100% | ||||
| Information Security – Email Social Engineering Drill | To strengthen information security protection and enhance security awareness. | 71 | 707 | 54 | 3 | 100% |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons |
|---|---|---|
| Yes | No | Summary description |
| Course Name | Training Purpose | Participants (No.) |
| Engineers | Designated by Supervisors | |
| Information Security Engineer (Junior Level) Certification Course | To enhance software engineers' information security management and technical capabilities. | 14 |
| ISO 14064-1 Greenhouse Gas Inventory Internal Verifier Training | To enhance employees' understanding of greenhouse gas inventory methods, calculation parameters, and verification skills. | - |
| (5) Does the company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? | ✓ |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| agreements and the relevant provisions of the Personal Data Protection Act in accordance with the law, and properly manages and protects customer information to prevent improper use or leakage. The Company has established a dedicated unit, as well as an email mailbox and a stakeholder section, to serve as channels for customers to express opinions and file complaints, ensuring that customer-related issues can be responded to promptly and properly handled, thereby safeguarding customer rights and interests and enhancing service quality. Looking ahead, the Company will continue to monitor relevant laws and regulations and sustainable development trends, and will gradually strengthen its systems and management measures based on actual operational needs, in order to enhance the protection of stakeholders and implement the goal of corporate sustainability. | ||||
| (6) Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? | ✓ | (6) The Company has established a supplier management policy requiring suppliers to comply with relevant regulations. For major suppliers of the Company, if they violate their corporate social responsibility policies and have a significant impact on the environment or society, the Company may terminate or rescind the contract at any time in accordance with the relevant contractual provisions. | No material differences. |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 5. Does the company refer to international reporting standards or guidelines when preparing its sustainability report and other reports disclosing non-financial information?Does the company obtain third party assurance or certification for the reports above? | ✓ | ✓ | The Company prepared the 2024 Sustainability Report in accordance with the Universal Standards and Topic Standards issued by the Global Reporting Initiative (GRI). The report discloses the Company's identified material topics and impacts in the areas of economy, environment, and people (including human rights), as well as the corresponding disclosure items and reporting requirements.The report was approved by the Board of Directors on August 12, 2025 and subsequently published. However, the 2024 Sustainability Report was not subjected to external assurance or verification. | No material differences.Under discussion currently. |
| 6. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company's operations:On November 11, 2024, the Board of Directors approved the adoption of the Sustainable Development Best Practice Principles. The Company manages and mitigates its economic, environmental, and social risks and impacts in accordance with these principles and continues to make improvements. To date, there have been no deviations from the implementation of these principles. | ||||
| 7. Other important information to facilitate better understanding of the company's promotion of sustainable development:1. Social Contribution: The Company values employees' rights and interests and creates employment opportunities. It employs approximately 843 employees and maintains harmonious labor-management relations.2. Social Services, Social Welfare, and Sports Promotion: |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (1) The Company sponsored the Criminal Investigation and Prevention Association R.O.C. to support the development of police-related public welfare initiatives.(2) The Company sponsored the Chinese Taipei Slow Pitch Softball Association to cultivate outstanding athletes.(3) Social Welfare Activities of MDS in 2025 "Mid-Autumn Festival Charity Initiative":The Mid-Autumn Festival is a warm and meaningful time for reunion. In 2025, we transformed this spirit of togetherness into love and blessings. We supported the Andrew Charity Association's "Full Moon, Full of Love" campaign, launching a company-wide fundraising initiative to benefit the association's food bank and provide support for vulnerable children under 15 and seniors over 65 across Taiwan. Every donation from the company and our colleagues was converted by the Andrew Charity Association into food boxes or food funds, offering practical assistance to those in need. MDS and our employees donated NT$579,900 together, all of which was contributed to the Andrew Charity Association. We hope these heartfelt blessings travel far and wide during this festival of reunion, bringing warmth and support to more people. This year's charity initiative aligned with ESG values and contributed to SDG 1 (No Poverty), SDG 2 (Zero Hunger), SDG 3 (Good Health and Well-being), and SDG 17 (Partnerships for the Goals). While giving back to society, we also fulfilled our commitment to sustainability. We will continue to focus on social issues and further promote positive cycles of goodwill.(4) 2025 Sustainability Action "Sustainable Sugarcane Farming Actions":In line with our commitment to sustainability and the belief in "steady and proactive action toward long-term progress," MDS collaborated with Walk in Taiwan in 2025 to embark on a sustainability journey in Baoshan, Hsinchu, centered on sustainable action, community well-being, and local agriculture. Baoshan was once a major sugar-production site in Taiwan and an important export contributor. With economic and industrial changes and population decline, the sugar industry gradually faded. However, returning local youth have revitalized the community by establishing the "Xincheng Fengtang Leisure Farm" organization, promoting toxin-free and eco-friendly farming, creating local job opportunities, encouraging youth to return home, advancing food-and-farm education, preserving sugar-production techniques through tourism, and introducing innovative elderly-care models. These efforts strengthen ties between community youth and local elders while addressing population aging. Through sustainable agriculture practices and ESG-aligned initiatives, they have |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| restored the land's value and deepened our connection to it. Through hands-on sugarcane farming experiences—including harvesting, land preparation, seedling separation, planting, sugarcane pressing, agricultural waste reuse, and green-plant workshops—participants gained a deeper understanding of the relationship between food and land. We learned the importance of sustainable circular agriculture, low-carbon farming, and eco-friendly cultivation. Enjoying a traditional farm meal prepared by local women further supported women's economic empowerment, reduced food miles through seasonal, locally sourced ingredients, and promoted responsible and healthy dietary choices. Part of the event fees was donated to the community fund, supporting elder care, communal dining, and other initiatives that reinforce a positive community cycle. This activity contributed to SDG 2 (Zero Hunger), SDG 8 (Decent Work and Economic Growth), SDG 11 (Sustainable Cities and Communities), SDG 12 (Responsible Consumption and Production), SDG 13 (Climate Action), SDG 15 (Life on Land), and SDG 17 (Partnerships for the Goals). Through concrete action, we embodied the core values of sustainability and demonstrated the company's firm commitment to ESG. We will continue to pay close attention to sustainability issues in the future. | ||||
| 3. Cultural development: The Company actively participates in cultural and artistic initiatives with the aim of promoting the overall development of the cultural industry. In 2025, the Company made an additional investment of NT$3.55 million to support events such as the A+ Love Music Festival and the Taiwan Yale Ensemble.(1) Support for the “A+ Love Music Festival”: In 2025, the theme ‘Happy to Know You’ aims to convey joy, diversity, and vitality through music. Only through genuine understanding can we recognize both our differences and similarities, which in turn fosters mutual appreciation and inclusiveness.(2) Support for the “Taiwan Yale Ensemble”: We aim to showcase the diverse sounds of string music and promote the richness of Taiwan’s contemporary and diverse musical landscape through musical performances. | ||||
| 4. Investment in Green Energy: To fulfill our commitment to environmental protection and sustainable development, the Company has actively invested in energy conservation, carbon reduction, and green energy initiatives. We have installed a solar photovoltaic (PV) power generation system on the |
| Item | Implementation status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| rooftop of our Taoyuan warehouse, making effective use of idle rooftop space to develop renewable energy and demonstrating our commitment to a low-carbon transition. The solar PV system has an installed capacity of 262 kWp (rooftop area of 373 ping) and generates an average of approximately 138,000 kWh of electricity annually, with a total investment of NT$11,424 thousand. Under current government policy, all generated green electricity is sold to the grid, creating stable renewable energy revenue while substantively supporting the development of renewable energy in Taiwan. In addition to green energy investments, the Company continues to promote energy-saving measures and greenhouse gas management, gaining a clear understanding of our carbon emission structure as a basis for future carbon reduction and energy transition strategies. Looking ahead, in line with policy developments and operational needs, the Company will evaluate the adoption of self-consumption models or other renewable energy investment approaches to increase the proportion of green electricity used, and to move steadily toward low-carbon operations and net-zero emissions. |
Note 1. The specific management programs for the human right policy:
| Item | Specific actions |
|---|---|
| Providing a safe and healthy working environment. | Work Safety: 1. The Company complies with the laws and regulations of the central competent authority and, in accordance with its corporate policies, has completed the establishment of the ISO 45001 Occupational Health and Safety Management System. The Company will continue to operate this management system to prevent occupational accidents and safeguard employees' work safety and health. 2. The Company plans and continuously conducts general occupational safety and health education and training for new and current employees to enhance employees' awareness of workplace safety. 3. The Company carries out annual occupational safety and health management inspections to help identify potential workplace hazards and strengthen contractor management. 4. The Company has established the "Contractor Occupational Safety and Health Management Operating Guidelines," which will be implemented starting from 2026, in order to require contractors to place greater emphasis on and implement relevant workplace safety regulations. Health Promotion: 1. The Company regularly conducts health examinations for all employees every two years, and also conducts annual health examinations for employees aged 65 and above. In addition to meeting regulatory requirements, the Company exceeds general business standards in terms of examination frequency and examination items. 2. The Company's occupational health nurse conducts health classification based on reports from employee health examination activities and physical examination data provided by new employees. In coordination with the on-site health services provided by contracted occupational medicine specialists, the Company jointly provides health consultation and care to help enhance employees' physical health. 3. To provide employees with a safe and comfortable working environment, the Company conducts working environment measurements every six months in accordance with the Occupational Safety and Health Act. |
| Creating a Happy and Friendly Workplace. | 1. In 2025, the Company once again received the Gold Award of the Happy Enterprise Awards from 1111 Job Bank. The Company has been recognized as a Happy Enterprise for six consecutive years, receiving five Gold Awards and one Silver Award, and remains committed to continuously creating a more comprehensive happy workplace. 2. To encourage employee retention and support employees in creating their own workplace value, the Company holds annual senior employee award ceremonies and publicly recognizes their contributions, with the expectation of creating sustainable value together with employees. 3. The Company continues to advance the principles of diversity, equity, and inclusion (DEI), respects differences in gender, age, and culture, and is committed to creating a friendly workplace. The Company embraces employees with diverse backgrounds, abilities, and perspectives, ensuring that every employee is respected and accepted. |
| Item | Specific actions |
|---|---|
| Eliminating All Forms of Unlawful Discrimination to Reasonably Ensure Equal Employment Opportunities. | In its work rules and various internal regulations, the Company eliminates all forms of unlawful discrimination. In matters such as recruitment, working conditions, promotion, transfer, rewards and disciplinary actions, training, benefits, dismissal, retirement, severance, and performance appraisal, the Company does not provide differential treatment on the basis of gender, race, age, marital or family status, or other factors, and implements the principle of equal pay for equal work. |
| Assisting Employees in Maintaining Physical and Mental Health and Work-Life Balance. | 1. Employees are entitled to paid birthday leave upon joining the Company, thereby enhancing their sense of well-being. 2. The Employee Welfare Committee provides various subsidies and allowances, including holiday bonuses, wedding and childbirth allowances, and funeral subsidies. 3. The Company organizes activities such as year-end parties and spring banquets, as well as employee trips or travel subsidies, to strengthen employees' sense of cohesion and belonging. 4. The Company has established a variety of employee clubs and provides club subsidies to encourage employee participation and help employees achieve a balance between work and rest. 5. The Company employs a dedicated occupational health nurse to monitor and care for employees' physical and mental well-being in the workplace. It also engages occupational medicine physicians to provide regular on-site professional medical consultation services, and periodically organizes health lectures or seminars. In addition, the Company regularly provides employees with free health examinations, with examination items exceeding statutory requirements, to prevent potential health risks. 6. The Company provides a well-equipped and certified breastfeeding and breast milk collection room to promote a friendly workplace. It has also established a health care station equipped with measurement devices, including an arm-in blood pressure monitor and a far-infrared therapy device. |
| Establishing Effective Communication Channels. | The Company provides diverse and accessible labor-management communication channels. In addition to convening regular quarterly labor-management meetings and Occupational Safety and Health Committee meetings, the Company's internal website also provides channels such as the "Employee Opinion and Grievance Mailbox," "Proposal Improvement Section," "Sexual Harassment Complaint Channel," and "Workplace Unlawful Infringement Complaint Channel." These mechanisms are established to protect employees' rights, interests, and safety, promote labor-management harmony, enhance labor-management relations, and create a friendly workplace environment. |
| Prohibiting Forced Labor, Child Labor, and Illegal Employment. | 1. The Company implements its leave system and encourages employees to take leave. 2. The Company does not force or coerce any unwilling personnel to perform labor, and prohibits all forms of forced labor, including requiring deposits or withholding identity documents, or any other conduct that may infringe upon human rights. |
| Item | Specific actions |
|---|---|
| 3. The Company complies with corporate social responsibility principles and ethical standards, and recruits only adults aged 18 and above. | |
| Respecting Freedom of Association. | Protect employees' freedom of association and right to collective bargaining. |
| Providing a Healthy and Safe Working Environment. | 1. The Company provides alcohol disinfectant and regularly disinfects the workplace, cleans air-conditioning equipment, waxes floors, and cleans carpets. 2. The Company has established and regularly conducts statutory self-inspections to ensure the safety of equipment and facilities. 3. Statutory operators, managers, and relevant personnel are regularly arranged to receive education and training. Only those who have passed the training and obtained the required certificates are permitted to serve in such positions. 4. Each department is equipped with relevant personal protective equipment according to operational needs to maintain workplace safety. 5. First-aid kits are available on all floors and in all offices for preliminary treatment of minor injuries. 6. The Company regularly conducts general occupational safety and health education and training, including hazard communication, for current and new employees. As of the end of December 2025, the total training hours amounted to 1,061 hours. 7. The Company has established a comprehensive health management system and implements the four major programs promoted by the Occupational Safety and Health Administration, including: (1) Prevention Program for Diseases Caused by Abnormal Workload. (2) Prevention Program for Unlawful Infringement in the Performance of Duties. (3) Maternal Health Protection Program in the Workplace. (4) Ergonomic Hazard Prevention Program. |
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(V-2) Implementation of Climate-related Information
| Item | Status of implementation |
|---|---|
| 1、Describes the oversight of the Board and Management's, governance of climate-related risks and opportunities. | The Sustainable Promotion Team of MERCURIES DATA SYSTEMS LTD is currently led by the chairman, executive vice president, and other senior management. They responsible for supervising and coordinating the formulation of strategies and objectives for the company's corporate social responsibility and sustainable development direction, and supervised by department heads, who concurrently serve based on their functions, to assist in promoting sustainable development and managing the execution effectiveness of climate governance projects. These initiatives are integrated into operational strategies and various operational activities, with periodic reporting to the Chairman and management on the goals, performance, and progress towards sustainable development. Additionally, the Corporate Governance Director reports quarterly to the Board of Directors on the execution of greenhouse gas inventory information. |
| 2、Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the organization (short, medium, and long term). | Based on TCFD, identifying and prioritizing climate-related risks/opportunities, the Sustainable Development Promotion Team evaluates climate change risks and response measures to identify potential threats and opportunities, establishing short, medium, and long-term goals, for example: |
| 1. The risk of natural disasters caused by extreme weather events, such as heavy rainfall or flooding, may result in short-term operational disruptions. It is necessary to enhance disaster preparedness drills to mitigate damage impacts. | |
| 2. Climate change regulatory risks arise from government regulations and policies developed in response to climate change, which may have adverse effects on the company's operations and cost structure. It is important to enhance education and training to understand government policies and proactively respond in a timely manner. | |
| 3. For medium to long-term goals, it is essential to continue reducing energy consumption through energy-saving measures. This includes adopting local low-carbon procurement, using renewable energy, and maximizing resource efficiency through material recycling and reuse, promoting coexistence and mutual prosperity with the environment. |
| Item | Status of implementation |
|---|---|
| 3、Describe the financial impacts of extreme climate events and transformational actions. | The risk of natural disasters caused by extreme weather events, such as heavy rainfall or flooding, may result in equipment damage or severe operational disruptions, leading to increased operating costs for the company. Additionally, issues like the imposition of carbon taxes can also impact the company's financial profitability. |
| 4、Describe how the process of identifying, assessing, and managing climate risk is integrated into the overall risk management system. | According to the company's industry needs, the Sustainable Development Promotion Team conducts a risk identification process to assess the potential impacts of climate risks. They then develop actionable projects, implement them, regularly review and track progress, manage and make adjustments as needed, and report significant matters to the Chairman. Integrating relevant measures into daily work practices allows the company to better address various risks, reduce material losses, and enhance the resilience and sustainability of its operations. During outdoor duties, company personnel may encounter related hazards. The company regularly or irregularly issues safety alerts (such as preventing heat hazards during outdoor operations in high temperatures) to remind field personnel to be cautious and take appropriate actions. In the event of a safety incident, the company follows the developed and implemented field reporting system and continues to promote corresponding work management measures to enhance resilience to climate change risks. |
| 5、If scenario analysis is used to assess the resilience to climate change risk, describe the scenarios, parameters, assumptions, analytical factors, and key financial impacts. | As of the publication date of the Annual Report, the company has not yet employed scenario analysis to assess resilience to climate change risks, so it is not applicable. |
| 6、If there is a transition plan for managing climate-related risks, describe the content of the plan and the metrics and objectives used to identify and manage physical and transition risks. | As of the publication date of the Annual Report, the company has not implemented a transformation plan to address climate-related risks, so it is not applicable. |
| 7、If internal carbon pricing is used as a planning tool, the basis for price setting should be stated. | As of the publication date of the Annual Report, the company has not utilized internal carbon pricing as a planning tool, so it is not applicable. |
| Item | Status of implementation |
|---|---|
| 8 · If climate-related targets are set, the activities covered, the scope of greenhouse gas emissions, the planning period, and the annual progress of achievement should be described; if carbon offsets or renewable energy certificates (RECs) are used to achieve the relevant targets, the source and quantity of carbon reduction credits or the quantity of renewable energy certificates (RECs) offset should be described. | As of the publication date of the Annual Report, the company has not established climate-related goals, so it is not applicable. |
| 9 · Inventory of greenhouse gas emissions, certifying situation, reduction targets, strategies, and specific action plans. | In accordance with the schedule set forth in the “Sustainable Development Roadmap for TWSE/TPEx Listed Companies” issued by the Financial Supervisory Commission, the Company completed the disclosure of its 2025 greenhouse gas inventory report in 2026 and will continue to disclose relevant information annually. The Company expects to conduct third-party verification of its 2026 greenhouse gas inventory results in 2027, and to propose greenhouse gas reduction targets, strategies, and specific action plans in 2027. |
1-1 Greenhouse Gas Inventory and Assurance Status of the Company for the Most Recent Two Years :
| 2024 Year | ||||
|---|---|---|---|---|
| MERCURIES DATA SYSTEMS LTD | Total emissions (tons CO2e) | Intensity (tons CO2e / NT$ million revenue) | Verification institution | Verification status |
| Scope 1 | 376.2364 | 0.4762 | External assurance has not been conducted yet. | External assurance has not been conducted yet. |
| Scope 2 | 778.7733 | External assurance has not been conducted yet. | External assurance has not been conducted yet. | |
| Scope 3 | 1,151.8694 | External assurance has not been conducted yet. | External assurance has not been conducted yet. | |
| Total | 2,306.8791 |
Revenue: 4,844.231 million
| 2025 Year | ||||
|---|---|---|---|---|
| MERCURIES DATA SYSTEMS LTD | Total emissions (tons CO2e) | Intensity (tons CO2e / NT$ million revenue) | Verification institution | Verification status |
| Scope 1 | 391.8340 | 0.3735 | External assurance has not been conducted yet. | External assurance has not been conducted yet. |
| Scope 2 | 769.4264 | External assurance has not been conducted yet. | External assurance has not been conducted yet. | |
| Scope 3 | 1,263.9643 | External assurance has not been conducted yet. | External assurance has not been conducted yet. | |
| Total | 2,425.2247 |
Revenue : 6,493.861 million
1-2 Greenhouse Gas Reduction Targets, Strategies and Specific Action Plans : Under assessment and planning.
(VI) Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons :
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Establishment of ethical corporate management policies and programs | ||||
| (1) Does the company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? | ||||
| (2) Whether the company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates, within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities | ✓ | ✓ | (1) The company has established the "Code of Conduct for Ethical Corporate Management" and "Code of Conduct and Behavior Guidelines for Ethical Corporate Management Operations" which have been approved by the Board of Directors. These documents clearly outline our commitment to conducting business with integrity. Both the Board of Directors and senior management actively promote and implement the principles of ethical business practices. They ensure that these policies are effectively enforced in our day-to-day operations. | |
| (2) The Company has not yet established a regular mechanism for assessing the risks of unethical conduct. However, risk assessments are conducted on an ad hoc basis in response to the needs of individual projects. The Company has established effective accounting and internal | No material differences. | |||
| Continuous Improvement in Progress. |
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? | control systems, and internal auditors regularly review compliance with such systems. These measures enable the Company to review, at any time, potential risks of unethical conduct, enhance the effectiveness of its ethical corporate management, and stipulate that the Company's personnel are strictly prohibited from engaging in the following conduct:1. Bribery and corruption.2. Illegal political contributions.3. Improper charitable donations or sponsorships.4. Offering or accepting inappropriate gifts, hospitality, or other undue benefits.5. Infringement of trade secrets, trademarks, patents, copyrights, and other intellectual property rights.6. Engaging in unfair competition practices.7. Directly or indirectly harming the rights, health, and safety of customers or other stakeholders through the research, procurement, manufacturing, provision, or sale of products and services. |
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Does the company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan? | ✓ | (3) The company has established "Code of Conduct and Behavior Guidelines for Ethical Corporate Management Operations" to standardize relevant operating procedures, and the general manager's office will regularly review and revise the previous disclosure plan. | No material differences. | |
| 2. Ethical Management Practice (1) Does the company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts? | ✓ | (1) The company conducts assessments of suppliers, customers, and other business counterparts prior to engaging in any commercial activities with them. These assessments include evaluating their legality, adherence to ethical business policies, and any records of unethical behavior. Additionally, we periodically review the transactions and interactions with our customers and suppliers. If any abnormal or suspicious trading activities are detected, we take appropriate measures to suspend or terminate the business relationship with the involved parties. (2) The company has a robust management system in place to ensure integrity in business operations. The Office of the General Manager | No material differences. |
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| report to the board of directors on its ethical corporate management policy and program to prevent unethical conduct and monitor their implementation? | is responsible for overseeing the implementation of the Ethical Corporate Management policy and preventive measures. The internal audit unit of the company supervises and monitors the implementation of these policies, and regularly (once a year) report the implementation of Ethical Corporate Management to the board of directors. The implementation status of Ethical Corporate Management for the year 2025 has been reported to the board of directors on January 27, 2026. | |||
| (3) Has the company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies? | ✓ | (3) The company has established a "Procedures for Ethical Corporate Management and Guidelines for Conduct," which includes policies on conflict of interest and provides appropriate channels for reporting. | ||
| (4) Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the | ✓ | (4) To ensure the implementation of Ethical Corporate Management, the company has established a comprehensive and effective accounting system and internal control system. The internal audit personnel conduct regular audits to assess compliance with these systems. |
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| systems to prevent unethical conduct or hire outside accountants to perform the audits? (5) Does the company provide internal and external ethical corporate management training programs on a regular basis? | ✓ | (5) The company has a "Code of Conduct for Ethical Corporate Management," which requires all employees to undergo online education and training and pass an examination. In 2025, the company organized an online course and assessment on "Corporate Employee Code of Conduct," with a total of 908 participants and a training duration of 2,724 person-hours. Additionally, during company meetings, there is an emphasis on promoting measures to prevent dishonest behavior, and all employees are required to comply with relevant laws and regulations to uphold integrity in business operations. | ||
| 3. Implementation of Complaint Procedures (1) Has the company established specific whistle-blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistle-blowers? | ✓ | (1) The company has established a "Code of Conduct and Behavior Guidelines for Ethical Corporate Management Operations" and has implemented a reporting system and complaint channels. These channels can be accessed | No material differences. |
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Has the company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner? | ✓ | through the company's website, internal anonymous reporting mailbox, and dedicated hotline, available for use by both internal and external individuals.(2) The company has established a "Code of Conduct and Behavior Guidelines for Ethical Corporate Management Operations" that emphasizes providing legitimate channels for reporting. The identity of whistleblowers and the content of their reports are treated with strict confidentiality. The company actively verifies and handles the reported incidents.(3) The company has established a "Code of Conduct and Behavior Guidelines for Ethical Corporate Management Operations" that outlines its responsibility to maintain the confidentiality and protect the whistleblowers. The company ensures that individuals who make reports are not subjected to improper treatment or retaliation as a result of their whistleblowing activities. | ||
| (3) Has the company adopted proper measures to protect whistle-blowers from retaliation for filing complaints? | ✓ |
| Evaluation item | Implementation status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 4. Strengthening Information DisclosureDoes the company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System (MOPS)? | ✓ | The company has disclosed its "Code of Conduct for Ethical Corporate Management" and "Code of Conduct and Behavior Guidelines for Ethical Corporate Management Operations" on its official website and the Market Observation Post System (MOPS). The implementation status of Ethical Corporate Management is also disclosed under the corporate governance section of the company's website. | No material differences. | |
| 5. If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation: No significant differences. | ||||
| 6. Other important information to facilitate a better understanding of the status of operation of the company's ethical corporate management policies (e.g., the company's reviewing and amending of its ethical corporate management best practice principles): None. |
(VII) Other important information that can enhance understanding of the company's governance operations includes, but is not limited to:
1. Personnel related to financial information transparency, obtain relevant certifications specified by the regulatory authorities:
(1) Auditors: International Internal Auditor Certification and International Internal Control Self-Assessment Certification issued by the Institute of Internal Auditors.
- Please provide an update on the professional development status of the directors and managers in the company. :
| Job title | Name | Training Date | Organizing entity/organization | Course name | continuing |
|---|---|---|---|---|---|
| Director | Chen, Hsiang-Chung | 2025/08/07 | Chinese Corporate Governance Association | How Enterprises Can Innovate and Break Through Profitability in the Digital Economy Era | 3.0 |
| 2025/09/25 | Taiwan Securities Association | Alignment with IFRS Sustainability Disclosure Standards and Internal Control Systems for Sustainability Information Management | 3.0 | ||
| Director | Chen, Hsiang-Li | 2025/03/20 | Chinese Corporate Governance Association | Artificial Intelligence Applications and Governance, Information Security, and Zero Trust Architecture | 3.0 |
| 2025/04/24 | Chinese Corporate Governance Association | Friendly and Fair Treatment of Vulnerable Customers — From the Board's Perspective | 3.0 | ||
| Director | Chen, Wen-Chu | 2025/05/16 | Securities and Futures Institute | 2025 Seminar on the Prevention of Insider Trading | 3.0 |
| 2025/07/09 | Taiwan Stock Exchange Corporation | 2025 Cathay Sustainable Finance and Climate Change Summit | 3.0 | ||
| Director | Tang, Te-Cheng | 2025/07/09 | Taiwan Stock Exchange Corporation | 2025 Cathay Sustainable Finance and Climate Change Summit | 6.0 |
| Independent Director | Shen, Shang-Hung | 2025/07/10 | Taiwan Institute of Directors | Trends and Application Scenarios of Artificial Intelligence | 3.0 |
| 2025/07/29 | Securities and Futures Institute | Industry Practices in Smart Manufacturing and Digital Decision-Making | 3.0 | ||
| 2025/10/02 | Taiwan Institute of Directors | Digitalization of Green Energy: Innovative Applications and Business Opportunities of AI and Big Data in Energy Optimization | 3.0 | ||
| Independent Director | Liu, Shui-En | 2025/04/01 | National Federation of Certified Public Accountants Associations of the R.O.C. | Carbon Credit Trading and Assurance Procedures | 3.0 |
| 2025/11/06 | Securities and Futures Institute | Criminal Methods Involving Virtual Assets and Anti-Money Laundering | 3.0 | ||
| Independent Director | Chen, Kuan-Pai | 2025/05/05 | Securities and Futures Institute | AI Development and Information Security Risks | 3.0 |
| 2025/11/06 | Securities and Futures Institute | Core Competency Resilience and Competitive Advantage | 3.0 |
| Independent Director | Chang, La-Shin | 2025/03/10 | Chinese Corporate Governance Association | 2025 Domestic and International Economic Outlook | 3.0 |
|---|---|---|---|---|---|
| 2025/08/14 | Chinese Corporate Governance Association | Global Economic Conditions and Industry Outlook | 3.0 | ||
| Audit Office Director | Li, Tsung-Che | 2025/12/10 | Securities and Futures Institute | Response Strategies for Listed and OTC Companies to Promote Information Security Governance from the Perspective of Risk Management | 6.0 |
| 2025/12/12 | Securities and Futures Institute | Internal Control, Internal Audit, and Effective Audit Reporting for ESG Sustainability Risk Management and Sustainability Information Management | 6.0 | ||
| Corporate Governance Director | Hsu, Hsiao- Chi | 2025/05/21 | Accounting Research and Development Foundation | Concepts and Practical Issues Related to the Assurance Standard for Greenhouse Gas Statements (ISAE/TWSAE 3410) | 3.0 |
| 2025/07/09 | Taiwan Stock Exchange Corporation | 2025 Cathay Sustainable Finance and Climate Change Summit | 3.0 | ||
| 2025/11/19 | Accounting Research and Development Foundation | Information Security Awareness and Practical Risk Management for Directors, Supervisors, and Senior Executives of Listed and OTC Companies | 3.0 |
(VIII) Status of Implementation of Internal Control System
I. Statement of Internal Control System
MERCURIES DATA SYSTEMS LTD.
Statement of Internal Controls
Date: 03/09/2026
The Company hereby states the following with respect to its internal control system for 2025, based on the results of its self-assessment:
-
The Company acknowledges that the establishment, implementation, and maintenance of an internal control system are the responsibility of the Company’s Board of Directors and management, and the Company has established such a system. The purpose of the system is to provide reasonable assurance regarding the achievement of objectives relating to the effectiveness and efficiency of operations, including profitability, performance, and safeguarding of assets; reliability, timeliness, and transparency of reporting; and compliance with applicable regulations and relevant laws and rules.
-
An internal control system has inherent limitations. No matter how well designed, an effective internal control system can only provide reasonable assurance regarding the achievement of the three objectives stated above. Furthermore, the effectiveness of an internal control system may change as the environment and circumstances change. However, the Company’s internal control system has a self-monitoring mechanism. Once a deficiency is identified, the Company promptly takes corrective action.
-
The Company evaluates whether the design and implementation of its internal control system are effective based on the criteria for determining the effectiveness of internal control systems set forth in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (the “Regulations”). The criteria adopted under the Regulations divide an internal control system into five components according to the management control process: (1) control environment; (2) risk assessment; (3) control activities; (4) information and communication; and (5) monitoring activities. Each component includes several items. Please refer to the Regulations for the aforementioned items.
-
The Company has adopted the aforementioned criteria for internal control systems to assess the effectiveness of the design and implementation of its internal control system.
-
Based on the results of the assessment referred to in the preceding paragraph, the Company believes that, as of December 31, 2025, its internal control system, including supervision and management of subsidiaries, was effective in both design and implementation. Such internal control system includes controls relating to the extent to which the objectives of operational effectiveness and efficiency are achieved, as well as controls relating to reliable, timely, and transparent reporting and compliance with applicable regulations and relevant laws and rules, and is able to provide reasonable assurance regarding the achievement of the aforementioned objectives.
-
This Statement shall constitute a major part of the Company’s Annual Report and prospectus and shall be made public. If any of the disclosed contents involve false
120
statements, concealment, or other unlawful matters, the Company shall be subject to legal liabilities under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
- This Statement was approved by the Company’s Board of Directors on March 9, 2026. Among the eight directors present at the meeting, none expressed dissenting opinions, and all other directors agreed to the contents of this Statement. This Statement is hereby made accordingly.
MERCURIES DATA SYSTEMS LTD.
Chairman & President Chen, Hsiang-Chung
II. If CPAs are engaged to review the internal control system, their report shall be disclosed: None.
(IX) Major Resolutions of the Shareholders’ Meeting and Board of Directors in the Most Recent Fiscal Year and up to the Date of Annual Report Publication.:
- Resolutions of the 2025 Annual General Shareholders’ Meeting: The Company adopted voting on a proposal-by-proposal basis for all matters submitted to the shareholders’ meeting.
| Date | Matters resolved at the regular meeting of shareholders | Voting situation/methods | Implementation status |
|---|---|---|---|
| 2025/06/09 | 1. Approval of the 2024 Business Report and Financial Statements | Approved by resolution of the shareholders present at the meeting. | 1. The proposal was approved as originally submitted. |
| 2. Approval of the 2024 Earnings Distribution Proposal. | Approved by resolution of the shareholders present at the meeting. | 1. The proposal was approved as originally submitted. | |
| 2. For the 2024 earnings distribution, pursuant to the resolution of the shareholders’ meeting, the Company distributed a cash dividend of NT$137,772,651 to shareholders, equivalent to NT$0.7 per share. August 11, 2025 was set as the record date, and the full payment was completed on August 29, 2025. | |||
| 3. Proposal for Amendments to the Company’s Articles of Incorporation. | Approved by resolution of the shareholders present at the meeting. | 1. The proposal was approved as originally submitted. | |
| 2. On August 13, 2025, the amendments were approved and registered by the Ministry of Economic Affairs. The Company has since operated in accordance with the revised Articles of Incorporation, which have been published on the Company’s website. |
| Date | Matters resolved at the regular meeting of shareholders | Voting situation/methods | Implementation status |
|---|---|---|---|
| 4、Election of nine directors of the Company, including five independent directors. | The election results were as follows: List of elected members of the 17th Board of Directors, including independent directors: Directors: Representative of Mercuries & Associates Holding Ltd.: Chen, Hsiang-Chung. Representative of Mercuries & Associates Holding Ltd.: Chen, Hsiang-Li. Representative of Mercuries & Associates Holding Ltd.: Chen, Wen-Chu. Representative of Mercuries & Associates Holding Ltd.: Tang, Te-Cheng. Independent Directors: Shen, Shang-Hung、Lin, Ming-Sheng、Liu, Shui-En、Chen, Kuan-Pai、Chang, La-Shin | 1、The election was completed.2、The registration was approved by the Ministry of Economic Affairs on August 13, 2025. | |
| 5、Proposal to Release of the non-competition restrictions on the newly elected directors and their representatives. | Approved by resolution of the shareholders present at the meeting. | 1、The proposal was approved as originally submitted.2、Published on the Market Observation Post System (MOPS) on June 09, 2025. |
Note : The complete proceedings, handbook and supplementary materials of the meeting of the Company can be found on the Market Observation Post System (MOPS), website https://mops.twse.com.tw
- Important resolutions of the Board of Directors :
| Date | Meeting Number | Important Resolutions |
|---|---|---|
| 2025/01/20 | 16th Term | |
| 19th Meeting | 1 · Approved the proposal for the 2024 year-end bonus remuneration for the Company’s managerial officers. | |
| 2 · Approved the Company’s 2025 budget proposal. | ||
| 3 · Approved the proposal for an increase in credit facilities and renewal of credit agreements. | ||
| 2025/03/10 | 16th Term | |
| 20th Meeting | 1 · Approved the proposal for the distribution of the Company’s 2024 employee compensation and directors’ remuneration. | |
| 2 · Approved the Company’s 2024 Business Report, consolidated financial statements, and parent company only financial statements. | ||
| 3 · Approved the Company’s 2024 earnings distribution proposal. | ||
| 4 · Approved the discussion on the 2024 Internal Control Statement and the assessment of the effectiveness of the internal control system. | ||
| 5 · Approved the evaluation of the independence and competence of the certifying CPA and the CPA remuneration for 2025. | ||
| 6 · Approved the amendment to the Company’s Articles of Incorporation. | ||
| 7 · Approved the proposal for the election of the Company’s 17th Board of Directors, including independent directors, and related matters concerning the acceptance of nominations. | ||
| 8 · Approved the list of candidates nominated by the Company’s Board of Directors for the 17th Board of Directors, including independent directors. | ||
| 9 · Approved the release of the non-competition restrictions on the newly elected directors and their representatives. | ||
| 10 · Approved the date and proposals for the Company’s 2025 Annual General Shareholders’ Meeting. | ||
| 11 · Approved the proposal for the renewal of credit facilities. | ||
| 2025/05/13 | 16th Term | |
| 21st Meeting | 1 · Approved the proposal for the promotion and salary adjustment of the Company’s managerial officers. | |
| 2 · Approved the proposal for the distribution of employee compensation to the Company’s managerial officers. | ||
| 3 · Approved the Company’s consolidated financial statements for the first quarters of 2025 and 2024. | ||
| 4 · Approved the proposal to set the record date for capital increase through the conversion of the Company’s first domestic unsecured convertible corporate bonds issued in the first quarter of 2025 into common shares. | ||
| 5 · Approved the donation to The Third Special Police Association. | ||
| 6 · Approved the donation to the Criminal Investigation and Prevention Association R.O.C. | ||
| 7 · Approved the proposal for an increase in credit facilities, ratification, and renewal of credit facilities. | ||
| 2025/06/09 | 17th Term | |
| 1st Meeting | 1 · Approved the election of the Chairman of the Company’s 17th Board of Directors. |
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| 2025/07/03 | 17th Term
2nd Meeting | 1 · Approved the appointment of members of the Company’s 6th Remuneration Committee.
2 · Approved the determination of the Company’s 2025 cash dividend distribution and the suspension period for conversion of the Company’s first domestic unsecured convertible corporate bonds.
3 · Approved the proposal to submit to the Board of Directors for approval the authorization of the Chairman to handle matters relating to the renewal of financing credit facilities with the Company’s correspondent banks.
4 · Approved the proposals for ratification and renewal of credit facilities and renewal of secured loan facilities. |
| --- | --- | --- |
| 2025/08/12 | 17th Term
3rd Meeting | 1 · Approved the Company’s purchase of real estate for the Kaohsiung office.
2 · Approved the Company’s investment in the establishment of the “President Baihua Digital Multimedia Project.”
3 · Approved the Company’s consolidated financial statements for the second quarters of 2025 and 2024.
4 · Approved the Company’s 2024 Sustainability Report.
5 · Approved the proposal for the renewal of the Company’s credit facilities. |
| 2025/11/12 | 17th Term
4th Meeting | 1 · Approved the Company’s consolidated financial statements for the third quarters of 2025 and 2024.
2 · Approved the amendment to certain provisions of the issuance and conversion rules for the Company’s first domestic unsecured convertible corporate bonds.
3 · Approved the proposal to set the record date for capital increase through the conversion of the Company’s first domestic unsecured convertible corporate bonds in the third quarter of 2025 into common shares.
4 · Approved the amendment to certain provisions of the Company’s Articles of Incorporation.
5 · Approved the Company’s definition of rank-and-file employees.
6 · Approved the amendment to the Company’s “Internal Control System,” including all cycles, and the “Internal Audit Implementation Rules,” including all cycles.
7 · Approved the 2026 audit plans of the Company and its subsidiary, Nanjing Mercuries Software Co., Ltd.
8 · Approved the amendment to the Company’s “Procedures for Acquisition or Disposal of Assets.”
9 · Approved the renewal of the Company’s 2026 directors’ and officers’ liability insurance.
10 · Approved the change of the Company’s Chief Information Security Officer.
11 · Approved the donation to the Chinese Taipei Slow Pitch Softball Association.
12 · Approved the proposal for an increase in credit facilities and renewal of credit facilities. |
124
| 2026/01/27 | 17th Term
5th Meeting | 1、Approved the proposal for the 2025 year-end bonus remuneration for the Company’s managerial officers.
2、Approved the Company’s 2026 budget proposal.
3、Approved the proposal for a new long-term secured loan, an increase in credit facilities, and renewal of credit facilities. |
| --- | --- | --- |
| 2026/03/09 | 17th Term
6th Meeting | 1、Approved the proposal for the distribution of the Company’s 2025 employee compensation and directors’ remuneration.
2、Approved the Company’s 2025 Business Report, consolidated financial statements, and parent company only financial statements.
3、Approved the Company’s 2025 earnings distribution proposal.
4、Approved the discussion on the 2025 Internal Control Statement and the assessment of the effectiveness of the internal control system.
5、Approved the evaluation of the independence and competence of the certifying CPA and the CPA remuneration for 2026.
6、Approved the Company’s investment in the establishment of the “Breeze Nanshan Renovation Project.”
7、Approved the release of the non-competition restrictions on directors and their representatives.
8、Approved the proposal for the by-election of one independent director of the Company and related matters concerning the acceptance of nominations.
9、Approved the list of independent director candidates nominated by the Company’s Board of Directors.
10、Approved the release of the non-competition restriction on the newly elected independent director.
11、Approved the date and proposals for the Company’s 2026 Annual General Shareholders’ Meeting.
12、Approved the proposal for the renewal of credit facilities. |
(X) Major Issues of Record or Written Statements Made by any Director Dissenting to Important Resolutions Passed by the Board of Directors in the Most Recent Year and as of the Publication Date of this Annual Report : None.
125
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IV. Information on CPA Professional Fees :
December 31, 2025 Unit: NT$ Thousands
| Name of accounting firm | Name of CPAs | Period covered by the CPA audit | Audit fees | Non-audit fees(Note) | Total | Remarks |
|---|---|---|---|---|---|---|
| BDO Taiwan | Chang, Shu-Chen | 2025.01.01-2025.12.31 | $2,890 | (1) Tax certification: $300 | ||
| (2) English translation of financial statements: $190 | ||||||
| (3) Change registration processing: $25 | ||||||
| (4) Others: $100 | $3,505 | |||||
| Liu, Ke-Yi |
Note : Non-audit fees primarily covered services related to taxation, financial statement translation into English, and registration amendment procedures.
(1) Change of CPA firm and the audit fees paid in the year of the change are less than those paid in the previous year : None.
(II) Audit fees paid in the current year are at least 10% less than those paid in the previous year : None.
V. Information on Replacement of CPAs : None.
VI. Whether the Company's Chairman, President, or Managerial Officer in Charge of Finance or Accounting Has Served at the Accounting Firm of the Company's CPAs or Its Affiliates within the Most Recent Year : None.
VII. Equity Transfer or Changes to Equity Pledge of Directors, Supervisors, Managerial Officers, or Shareholders Holding More than 10% of Shares during the Most Recent Year up to the Publication Date of the Annual Report :
(I) Changes in Shareholding
Unit: Shares
| Job title | Name | Fiscal year 2025 | As of March 31,2026 | ||
|---|---|---|---|---|---|
| Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | ||
| Chairman | Mercuries & Associates Holding Ltd. | (1,786,000) | 0 | (410,000) | 0 |
| Representative | Chen, Hsiang-Chung | 10,000 | 0 | 0 | 0 |
| Director | Mercuries & Associates Holding Ltd. | (1,786,000) | 0 | (410,000) | 0 |
| Representative | Chen, Hsiang-Li | 0 | 0 | 0 | 0 |
| Chen, Wen-Chu | 0 | 0 | 0 | 0 | |
| Chung, Cheng-Ping (Note 1) | 0 | 0 | 0 | 0 | |
| Tang, Te-Cheng (Note 2) | 0 | 0 | 0 | 0 |
| Job title | Name | Fiscal year 2025 | As of March 31,2026 | ||
|---|---|---|---|---|---|
| Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | ||
| Independent Director | Shen, Shang-Hung | 0 | 0 | 0 | 0 |
| Lin, Ming-Sheng (Note 3) | 0 | 0 | 0 | 0 | |
| Liu, Shui-En | 0 | 0 | 0 | 0 | |
| Chen, Kuan-Pai | 0 | 0 | 0 | 0 | |
| Chang, La-Shin | 0 | 0 | 0 | 0 | |
| More than 10% major shareholders | Mercuries & Associates Holding Ltd. | (1,786,000) | 0 | (410,000) | 0 |
| President | Chen, Hsiang-Chung | 10,000 | 0 | 0 | 0 |
| Executive Vice President | Chen, Wen-Chu | 0 | 0 | 0 | 0 |
| Business General Manager | Chung, Cheng-Ping | 0 | 0 | 0 | 0 |
| Tang, Te-Cheng (Note 6) | 0 | 0 | 0 | 0 | |
| Li, Tsung-Kuang | 0 | 0 | 0 | 0 | |
| Wu, Ming-Feng | 0 | 0 | 0 | 0 | |
| Teng, Chiu-Ming | 0 | 0 | 0 | 0 | |
| Deputy General Manager of Business | Li, Chih-Hsien | 0 | 0 | 0 | 0 |
| Tsai, Chung-Wei | 0 | 0 | 0 | 0 | |
| Liao, Hsien-Tsai | 0 | 0 | 0 | 0 | |
| Sang, Shih-Hua | (20,000) | 0 | 0 | 0 | |
| Hsieh, Hung-Hsiang | 0 | 0 | 0 | 0 | |
| Yuan, Hung-Chih | 0 | 0 | 0 | 0 | |
| Hsiao, Liang-Sheng | 0 | 0 | 0 | 0 | |
| Huang, Ling-Ying | (1,000) | 0 | 0 | 0 | |
| Wu, Kun-Mou | 0 | 0 | 0 | 0 | |
| Lin, Chiu-Hsiung | 0 | 0 | 0 | 0 | |
| Lin, Chien-Hsing | 0 | 0 | 0 | 0 |
| Job title | Name | Fiscal year 2025 | As of March 31,2026 | ||
|---|---|---|---|---|---|
| Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | ||
| Deputy General Manager of Business | Liang, Han-Wen | 0 | 0 | 0 | 0 |
| Cheng, Te-Hao (Note 7) | 0 | 0 | 0 | 0 | |
| Personnel Office Director | Huang, Tai-Ying | 0 | 0 | 0 | 0 |
| Audit Office Director | Li, Tsung-Che | 0 | 0 | 0 | 0 |
| Purchasing Office Director | Wu, Hsiang-Lan | 30,000 | 0 | 0 | 0 |
| Finance and Accounting Office Director | Hsu, Hsiao-Chi | 0 | 0 | 0 | 0 |
| Occupational Safety Office Director | Han, Yao-Te | 0 | 0 | 0 | 0 |
| Senior Associate | Chi, Ming-Tao | 0 | 0 | 0 | 0 |
| Wang, Min-Cheng | 0 | 0 | 0 | 0 | |
| Chen, Hsuan-Chih | 0 | 0 | 0 | 0 | |
| Chuang, Wen-Chi | 0 | 0 | 0 | 0 | |
| Associate | Tai, I-Hsin | 0 | 0 | 0 | 0 |
| Pu, Hung-Hsin | 0 | 0 | 0 | 0 | |
| Chang, Wen-Hao | 0 | 0 | 0 | 0 | |
| Ku, Tuang-Hai | 0 | 0 | 0 | 0 | |
| Hsu, Chien-Lung | 0 | 0 | 0 | 0 | |
| Lin, Yuan-Kai | 0 | 0 | 0 | 0 | |
| Yao, Ming-Te | 0 | 0 | 0 | 0 | |
| Cheng, Shih-Lun | 0 | 0 | 0 | 0 | |
| Chen, Mei-Hsing | 0 | 0 | 0 | 0 | |
| Chung, Shih-Mei | 0 | 0 | 0 | 0 | |
| Yang, Kai-Hsiang | 0 | 0 | 0 | 0 | |
| Hsueh, Chi-Chun | 0 | 0 | 0 | 0 | |
| Chan, Chih-Hung | 0 | 0 | 0 | 0 |
| Job title | Name | Fiscal year 2025 | As of March 31,2026 | ||
|---|---|---|---|---|---|
| Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | Shareholding increase (or decrease) | Pledged shareholding increase (or decrease) | ||
| Associate | Yang, Chin-Ching | 0 | 0 | 0 | 0 |
| Lin, Chia-Chen | 0 | 0 | 0 | 0 | |
| Tsai, Chun-Hsu | 0 | 0 | 0 | 0 | |
| Kao, Chien-Jung | 0 | 0 | 0 | 0 | |
| Yang, Wen-Sheng | 0 | 0 | 0 | 0 | |
| Hsu, Chih-Chieh (Note 8) | 0 | 0 | 0 | 0 | |
| Lin, Li-Wen | 0 | 0 | 0 | 0 | |
| Li, Hung-Ta | 0 | 0 | 0 | 0 | |
| Lin, Yuan-Kun | 2,000 | 0 | 0 | 0 | |
| Hsu, Hsien-Ta | 0 | 0 | 0 | 0 | |
| Chao, Wen-Lun | 0 | 0 | 0 | 0 | |
| Guo, Yi-Qun | 0 | 0 | 0 | 0 | |
| Chang, Chih-Yu (Note 9) | 0 | 0 | 0 | 0 | |
| Liu, Yu-Cheng (Note 10) | 0 | 0 | 0 | 0 |
Note 1: Mr. Chung Cheng-Ping, the representative of the institutional director, retired after the re-election at the Annual General Shareholders' Meeting held on June 9, 2025; he assumed office on February 1, 2026 following the reassignment of the representative of the institutional director.
Note 2: Mr. Tang, Te-Cheng, the representative of the institutional director, resigned on February 1, 2026.
Note 3 : Independent Director Mr. Lin, Ming-Sheng resigned on June 10, 2025.
Note 4 : Associate Liao, Wen-Jung resigned and was relieved of his duties on February 28,2025.
Note 5 : Associate Chung, Chin-Cheng resigned and was relieved of his duties on March 31, 2025.
Note 6 : Business General Manager Tang, Te-Cheng resigned and was relieved of his duties on February 28, 2026.
Note 7: Mr. Cheng, Te-Hao, Deputy General Manager of Business Operations, left office and was relieved of his duties on March 31, 2026.
Note 8 : Associate Hsu, Chih-Chieh resigned and was relieved of his duties on February 28, 2026.
Note 9 : Manager Chang, Chih-Yu was promoted to Associate on April 1, 2025.
Note 10 : Manager Liu, Yu-Cheng was promoted to Associate on April 1, 2025.
(II) Information on Transfers of Shareholding and Pledges of Shareholding :
- Information on Transfers of Shareholding : None.
- Information on Pledges of Shareholding : None.
VIII. Information on Relationships Among the Top 10 Shareholders : Relationships Among the Top 10 Shareholders
April 11, 2026
| Name | Shareholding | Shareholding of spouse and minor children | Total shareholding by nominee arrangements | Specify the name of the entity or person and their relationship to any of the other top 10 shareholders with which the person is a related party or has a relationship of spouse or relative within the 2nd degree. | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name of entity or individual | Relationship | ||
| Mercuries & Associates Holding Ltd. | 93,348,890 | 47.15% | 0 | 0.00% | 0 | 0.00% | Chen, Hsiang-Chung | a relative within the second degree of kinship of the company's representative. | None |
| Director's legal representative Chen, Hsiang-Li | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Chen, Hsiang-Chung | second degree of kinship with the representative | None |
| Japanese company Hitachi Channel Solutions, Corp. | 3,432,864 | 1.73% | 0 | 0.00% | 0 | 0.00% | None | None | None |
| Li, You-Ren | 1,330,086 | 0.67% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
| Lin, Hsiang-Miao | 1,155,000 | 0.58% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
| Citibank, as custodian for Barclays Capital SBL/PB Investment Account | 1,143,000 | 0.58% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
| Lai, Shu-Kui | 965,543 | 0.49% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
| Hsieh, Zheng-Bang | 918,894 | 0.46% | (Note) | (Note) | (Note) | (Note) | None | None | None |
| Luo, Zhi-Jiang | 870,000 | 0.44% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
| Hsieh, Wen-Pin | 811,075 | 0.41% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
| Chang, Ching-Lang | 660,000 | 0.33% | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | None |
Note : The shareholder is a natural person shareholder and is not a director, supervisor, manager, major shareholder and employee of the company, so the Company is unable to obtain information regarding related parties.
Note1 : All of the top 10 shareholders should be listed, and the names of corporate/juristic person shareholders and their representatives should be listed separately.
Note2 : The shareholding ratio (%) is calculated as the total numbers of shares respectively held by the shareholder, their spouse and minor children, or through nominees.
Note3 : Disclose the relationships among the above-listed shareholders, including corporate/juristic person shareholders and natural person shareholders, in accordance with the provisions of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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IX. Total Shares and Aggregate Shareholding Ratio in a Single Investee Enterprise Held by the Company, Its Directors, Managerial Officers, and Controlled Entities :
Total Ownership of Shares in Investee Enterprises
January 23, 2026 Unit : Shares ; %
| Investee enterprise | Investment by the Company | Investment by the Directors, Supervisors, Managerial Officers and Directly or Indirectly Controlled Entities of the Company | Total investment | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Mercuries Data Systems International, Ltd. | 0 | 100.00% | 0 | 0.00% | 0 | 100.00% |
| Mercuries Information Systems International Co., LTD. | 300,000 | 100.00% | 0 | 0.00% | 300,000 | 100.00% |
| Mercuries Life Insurance Co., Ltd. | 14,495,965 | 0.25% | 1,837,577,143 | 31.15% | 1,852,073,108 | 31.39% |
| Gamania CloudForce Co., Ltd. | 6,864,000 | 28.92% | 0 | 0.00% | 6,864,000 | 28.92% |
Note : These are long-term investments accounted for using the equity method.
Chapter 3. Capital Overview
I. Capital and Shares :
(I) Source of Share Capital :
Unit: Thousand shares; NT$ Thousand; 2026.03.31
| Year month | Issue Price | Authorized capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares (thousand shares) | Amount (thousand dollars) | Shares (thousand shares) | Amount (thousand dollars) | Sources of Capital | Capital Increase by Assets Other than Cash | Other | ||
| Jun.2003 | 10 | 290,000 | 2,900,000 | 208,489 | 2,084,893 | Capital increase from retained earnings NT$56,861 thousand. Capital increase from capital surplus by NT$132,675 thousand. | None | (Note1) |
| Jun.2004 | 10 | 290,000 | 2,900,000 | 218,914 | 2,189,138 | Capital increase from retained earnings NT$35,443 thousand. Capital increase from capital surplus by NT$68,801 thousand. | None | (Note2) |
| Jul.2005 | 10 | 290,000 | 2,900,000 | 222,197 | 2,221,975 | Capital increase from capital surplus by NT$32,837 thousand. | None | (Note3) |
| Nov.2006 | 10 | 290,000 | 2,900,000 | 221,823 | 2,218,235 | Reduction of treasury shares NT$3,740 thousand. | None | (Note4) |
| Apr.2008 | 10 | 290,000 | 2,900,000 | 211,888 | 2,118,885 | Reduction of treasury shares NT$99,350 thousand. | None | (Note5) |
| Oct.2008 | 10 | 290,000 | 2,900,000 | 204,000 | 2,040,005 | Reduction of treasury shares NT$78,880 thousand. | None | (Note6) |
| Nov.2008 | 10 | 290,000 | 2,900,000 | 202,000 | 2,020,005 | Reduction of treasury shares NT$20,000 thousand. | None | (Note7) |
| Feb.2009 | 10 | 290,000 | 2,900,000 | 192,314 | 1,923,145 | Reduction of treasury Share NT$96,860 thousand. | None | (Note8) |
| Jul.2009 | 10 | 290,000 | 2,900,000 | 190,314 | 1,903,145 | Reduction of treasury shares NT$20,000 thousand. | None | (Note9) |
| Jan.2015 | 10 | 290,000 | 2,900,000 | 187,314 | 1,873,145 | Reduction of treasury shares NT$30,000 thousand. | None | (Note10) |
| Dec.2017 | 10 | 290,000 | 2,900,000 | 184,314 | 1,843,145 | Reduction of treasury shares NT$ 30,000 thousand. | None | (Note11) |
| Dec.2023 | 10 | 290,000 | 2,900,000 | 196,814 | 1,968,145 | Capital increase of NT$ 125,000 thousand by cash | None | (Note12) |
| Oct.2024 | 10 | 290,000 | 2,900,000 | 196,818 | 1,968,181 | Capital increase of NT$ 36 thousand by Convertible corporate bonds conversion | None | (Note13) |
| Jun.2025 | 10 | 290,000 | 2,900,000 | 197,301 | 1,973,013 | Capital increase of NT$ 4,832 thousand by Convertible corporate bonds conversion | None | (Note14) |
| Dec.2025 | 10 | 290,000 | 2,900,000 | 198,000 | 1,979,996 | Capital increase of NT$ 6,983 thousand by Convertible corporate bonds conversion | None | (Note15) |
Note1 : Statement entered into force by the Financial Supervisory Commission (FSC) on June 19, 2003 Tai-Cai-Zheng (1) No. 0920127237 1.
Note2 : Statement entered into force by the Financial Supervisory Commission (FSC) on June 11, 2004 Tai-Cai-Zheng (1) No. 0930126020.
Note3 : Statement entered into force by the Financial Supervisory Commission (FSC) on July 04, 2005 Jin-Guan-Zheng (1) No. 0940126828.
Note4 : Approved by the MOEA Ching-Shou-Shang-Tzu Document No. 09501265200 of November 28, 2006.
Note5 : Approved by the MOEA Ching-Shou-Shang-Tzu Document No. 09701080010 of April 7, 2008.
Note6 : Approved by the MOEA Ching-Shou-Shang-Tzu Document No. 09701254220 of October 9, 2008.
Note7 : Approved by the MOEA Ching-Shou-Shang-Tzu Document No. 09701302140 of November 27, 2008.
Note8 : Approved by the MOEA Ching-Shou-Shang-Tzu Document No.09801036260 of February 25, 2009.
Note9: Approved by the MOEA Ching-Shou-Shang-Tzu Document No.09801168340 of July 30, 2009.
Note10: Approved by the MOEA Ching-Shou-Shang-Tzu Document No.10401018900 of January 29, 2015.
Note11: Approved by the MOEA Ching-Shou-Shang-Tzu Document No.10701000480 of January 3, 2018.
Note12: Capital increase of NT$125,000,000 by cash. Approved by the Financial Supervisory Commission on October 26, 2023.
Approved by the MOEA Ching-Shou-Shang-Tzu Document No.11330002380 of January 12, 2024.
Note13: Approved by the MOEA Ching-Shou-Shang-Tzu Document No.11330164930 of October 7, 2024.
Note14: Approved by the MOEA Ching-Shou-Shang-Tzu Document No.11430076550 of Jun 12, 2025.
Note15: Approved by the MOEA Ching-Shou-Shang-Tzu Document No.11430190260 of Dec 18, 2025.
March 31, 2026 Unit: Shares
| Type of stock | Authorized Capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares | Unissued shares | Total | ||
| Common stock | 197,999,573 | 92,000,427 | 290,000,000 | Outstanding stock of a listed company. |
Information concerning the collective reporting system: Not applicable.
(II) List of Major Shareholders :
April 11, 2026
| Shares Names of major shareholders | Shareholding (shares) | Shareholding (%) |
|---|---|---|
| Mercuries & Associates Holding Ltd. | 93,348,890 | 47.15 |
| Japanese company Hitachi Channel Solutions, Corp. | 3,432,864 | 1.73 |
| Li, You-Ren | 1,330,086 | 0.67 |
| Lin, Hsiang-Miao | 1,155,000 | 0.58 |
| Citibank, as custodian for Barclays Capital SBL/PB Investment Account | 1,143,000 | 0.58 |
| Lai, Shu-Kui | 965,543 | 0.49 |
| Hsieh, Zheng-Bang | 918,894 | 0.46 |
| Luo, Zhi-Jiang | 870,000 | 0.44 |
| Hsieh, Wen-Pin | 811,075 | 0.41 |
| Chang, Ching-Lang | 660,000 | 0.33 |
Note: The Name of the Top Ten Shareholders.
(III) The Company's dividend policy and implementation thereof:
1. The Company's dividend policy:
(1) Aligning with the Company's current and future development plans, the investment environment, industrial competition, capital budget and capital demand planning are considered to achieve the sustainable operation.
(2) Dividend Types: The distribution ratio of cash dividends and stock dividends by the Company will be adjusted based on the future capital needs and profitability situation to pursue sustainable and steady business development. At least $10\%$ of the annual earnings (plus adjustments for various undistributed profits) will be allocated as shareholder dividends. The distribution of earnings will be made in the form of cash dividends. However, the proportion of stock dividends distributed shall not exceed fifty percent $(50\%)$ of the total dividend
amount, subject to resolution by the shareholders' meeting as proposed by the Board of Directors in accordance with the preceding provision.
- The proposed dividend allocation at the shareholders' meeting :
The Company's Board of Directors has passed the resolution on March 9, 2026 to distribute a cash dividend of NT$138,599,700 to shareholders, with a dividend per share of NT$0.7 and will submit it to the shareholders' meeting for approval. For the distribution of earnings in 2025, refer to the following table :
2025 Earnings Distribution Table
Unit: NT$
| Item | Amount | |
|---|---|---|
| Subtotal | Total | |
| Undistributed earnings at the beginning of the period | $ 441,078,948 | |
| Net profit after tax for the current period | 302,600,077 | |
| Add : The remeasurement of determining the benefit plan is recognized as retained surplus | 476,785 | |
| Add : Changes in unappropriated earnings of investees | 6,266 | |
| Subtotal of net profit plus adjustment for the period | 303,083,128 | |
| Less : Legal reserve (10%) | (30,308,313) | |
| Distributable surplus for the current period | 713,853,763 | |
| Distribution items | ||
| Cash Dividend to Shareholders (NT$0.7 per Share) | (138,599,700) | |
| Undistributed earnings at the end of period | $ 575,254,063 |
- Explanation of expected major changes in dividend policy: The company does not expect major changes in dividend policy.
(IV) The effects that the stock grant proposed by the shareholders' meeting have on the company's business performance and earning per share: Not applicable, as no stock dividend distribution is proposed at this shareholders' meeting.
(V) Remuneration of employees and directors:
- The percentage or extent of the remuneration of employees, directors, and supervisors in the Articles of Incorporation:
Article 23 of the Articles of Incorporation of the Company:
(1) If the Company records a profit for the year, no less than 3% of such profit shall be allocated as employee compensation. Of such employee compensation, no less than 60% shall be allocated to non-managerial grassroots employees. Such compensation shall be distributed in the form of shares or cash pursuant to a resolution adopted by the Board of Directors. Eligible recipients may include employees of affiliated companies meeting certain conditions, which shall be determined by the Chairman of the Board. The Company may also allocate no more than 2% of the aforesaid profit as directors' remuneration.
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(2) When the Company has accumulated losses from previous years, the current profit shall deduct the accumulated losses, and contribute the portion said in the preceding paragraph from the balance.
(3) The so-called profit refers to the profit before tax and deducting the remuneration of employees, directors and supervisors.
(4) Employee remuneration and directors' remuneration distribution proposals shall be implemented with the resolution made in the board meeting attended by more than two-thirds of directors and approved by more than half of the attending directors present and shall be submitted to the shareholders' meeting for reporting.
- The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
(1) The basis for evaluating the remuneration of employees, and directors in the current period: It is based on the profit of the current year (that is, the profit before tax deducting the profit before the distribution of employee remuneration and the remuneration of directors), deducting the accumulated losses, as stipulated in the articles of association Estimated according to a certain ratio within the range of the number.
(2) Calculation basis of the number of shares for employee remuneration distributed by stock: All employee remuneration in 2025 was distributed in cash, so it is not applicable.
(3) Accounting treatment when the actual distribution amount is different from the estimated amount: If there is a major change in the distribution amount resolved by the board of directors before the annual consolidated financial report is approved, the change will adjust the original annual expenses; if the annual consolidated financial report is approved after the release date, If there is still a change in the amount, it will be treated as a change in accounting estimate and will be adjusted and recorded in the next year.
- Distribution of compensations based on the resolution of the Board of Directors :
(1) Basis for estimates of compensations for employees and directors for this term: On March 9, 2026, the board of directors of our company approved the distribution of employee remuneration and director remuneration in cash. The employee remuneration amounted to NT$13,940 thousand, and the director remuneration amounted to NT$7,490 thousand.
(2) Any differences between the estimated amount and the actual amount recognized as expenses should be disclosed, along with the reasons for the differences and the actions taken to address them. In this case, if there are no differences between the estimated amount and the amount recognized as expenses for the year, there would be no disclosure required as there are no variances to report.
(3) The amount of any employee compensation distributed in stocks, and the amount as a percentage of the sum of the after-tax net income stated in the parent
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company only financial reports or individual financial report: In the fiscal year 2025 all employee remuneration of our company was distributed in cash. Therefore, the calculation or disclosure related to the proportion of employee remuneration allocated through stock dividends is not applicable in this case.
- Actual payment status (including stocks, cash and stock price) for employee, director and supervisor compensation from the previous year; discrepancies (if any) between the actual payment and estimated amount, as well as the reasons for and actions required by the discrepancies :
Unit: NT$ Thousand
| Item | Payment Recipient | Amount to be released by the resolution of the board of directors | Difference amount | Reason | Adjustment |
|---|---|---|---|---|---|
| Compensation of employees in cash | Employees | 13,000 | 0 | None | No adjustment required |
| Compensation of Directors in cash | Directors | 7,000 | 0 | None | No adjustment required |
(VI) Status of the company repurchasing its own shares: there is no repurchasing its own shares by the company.
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II $\cdot$ Disclosure relating to corporate bonds:
(I) Facts of handling corporate bonds:
| Categories of corporate bonds | 1st Domestic Unsecured Conversion Bonds | |
|---|---|---|
| Date of issuance | Dec.13,2023 | |
| Denomination | NT$100,000 per bond | |
| Venues of issuance and transaction | Not applicable. | |
| Price of issue | NT$102 of the face value,Actual total raised amount NT$512,650 in Thousands. | |
| Total amount | NT$500 million. | |
| Interest rate | Coupon 0% | |
| Duration | Five years due on Dec.13,2028 | |
| Guarantee agency | None. | |
| Trustee | Taishin International Bank CO., LTD | |
| Underwriter | Taishin Securities Co., Limited | |
| Certifying Attorney-at-Law | Not applicable. | |
| CPA | Not applicable. | |
| Means of repayment | Unless the bonds are converted into the Company’s ordinary shares pursuant to Article 10 of the Regulations Governing the Issuance and Conversion, the put-back right is exercised pursuant to Article 19 of the same Regulations, the bonds are redeemed early by the Company pursuant to Article 18 of the same Regulations, or the bonds are repurchased and cancelled by the Company through securities firms, the Company shall redeem the convertible bonds in a lump sum in cash at par value upon maturity. | |
| Outstanding principal | NT$468,400 in Thousands. (As of March 31, 2026) | |
| Terms regarding redemption or payback prior to expiry | Please refer to the Company’s Regulations Governing the Issuance and Conversion of 1st Domestic Unsecured Conversion Bonds. | |
| Restrictive terms | None. | |
| Title of the credit rating institution, rating date, results of corporate bonds rating | No credit rating. | |
| Affiliated with other rights | Amount of ordinary shares converted as of the date of printing of Annual Report | NT$31,600 in Thousands. |
| Terms on Issuance and Conversion | According to the Company’s Regulations Governing the Issuance and Conversion of 1st Domestic Unsecured Conversion Bonds. |
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| Terms Governing Issuance and Conversion, Exchange, or Subscription; Potential Dilution of Shareholding under the Issuance Terms and Impact on Existing Shareholders’ Equity | According to the calculation at the present conversion price of $26.30, if all bonds are converted to ordinary shares, the maximum equity dilution would be 8.25%. The dilution effect would not have significant impact. |
|---|---|
| Title of the institution commissioned into custody of the target of exchange | Not applicable. |
(II) Information of the convertible corporate bonds
| Categories of corporate bonds | The 1st domestic unsecured convertible corporate bonds | |||
|---|---|---|---|---|
| Year | ||||
| Items | 2024 | 2025 | As of March 31, 2026 | |
| Market price of the convertible corporate bonds | Highest | 132.00 | 125.25 | 105.50 |
| Lowest | 98.80 | 96.10 | 97.65 | |
| Average | 105.61 | 108.39 | 102.65 | |
| Conversion prices | Starting from August 11, 2025, the conversion price was adjusted from NT$26.90 to NT$26.30. | |||
| Date of issuance (handling) and the conversion price upon issuance | Conversion price NT$28 on the issuance date of December 13, 2023. | |||
| Means to fulfill the obligations of conversion | Issuance of new shares |
III、Disclosure relating to preference shares: None.
IV、Disclosure relating to depository receipts: None.
V、Employee stock warrants:
(I)Employee stock warrants: None.
(II)Names of managers who acquired employee stock warrants and the names, acquisition status, and subscription status of the top ten employees by number of shares subscribable under employee stock warrants: None.
VI、Handling of restricted employee shares:
(I)Status of handling restricted employee shares: None.
(II)Names of managers who acquired restricted employee shares and the names of the top ten employees by number of shares acquired, and the status of acquisition: None.
VII、M&A or transfer of shares of other companies to issue new shares: None.
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VIII、Implementation status of fund utilization plan:
(I) Plan Content:
Please refer to the Market Observation Post System: Market Observation Post System > Single Company > Changes in Shareholding/Securities Issuance > Fund Raising > Status of Fund Raising Plan Execution
(https://mopsov.twse.com.tw/mops/web/bfhtm_q2)
(II) Implementation Status:
Please refer to the Market Observation Post System: Market Observation Post System > Single Company > Changes in Shareholding/Securities Issuance > Fund Raising > Status of Fund Raising Plan Execution
(https://mopsov.twse.com.tw/mops/web/bfhtm_q2)
Chapter 4. Operational Highlights
I. Business activities :
(1) Business scope :
- Primary business operated by the Company:
(1) CA01050 Steel Secondary processing.
(2) CB01010 Mechanical Equipment Manufacturing.
(3) CB01020 Affairs Machine Manufacturing.
(4) CC01070 Wireless Communication Equipment Manufacturing Industry.
(5) CC01110 Computer and Peripheral Equipment Manufacturing.
(6) CC01990 Other Electrical and Electronic Machinery Manufacturing.
(7) E599010 Piping Engineering.
(8) E601010 Electric Appliance Construction.
(9) E601020 Electric Appliance Installation.
(10) E603010 Cable Installation Engineering.
(11) E603040 Fire Safety Equipment Installation Engineering.
(12) E603050 Automatic Control Equipment Engineering.
(13) E603080 Traffic Signs Installation Engineering.
(14) E604010 Machinery Installation.
(15) E605010 Computer Equipment Installation.
(16) E701010 Telecommunications Engineering.
(17) E701020 Satellite Television KU Channels and Channel C Equipment Installation.
(18) E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering.
(19) E801010 Indoor Decoration.
(20) EZ05010 Instrument and Meters Installation Engineering.
(21) F113020 Wholesale of Electrical Appliances.
(22) F113030 Wholesale of Precision Instruments.
(23) F113050 Wholesale of Computers and Clerical Machinery Equipment.
(24) F113070 Wholesale of Telecommunication Apparatus.
(25) F117010 Wholesale of Fire Safety Equipment.
(26) F118010 Wholesale of Computer Software.
(27) F208031 Retail Sale of Medical Apparatus.
(28) F213060 Retail Sale of Telecommunication Apparatus.
(29) F214080 Retail Sale of Track Vehicle and Component Parts Thereof.
(30) F218010 Retail Sale of Computer Software.
(31) F401010 International Trade.
(32) I103060 Management Consulting.
(33) I301010 Information Software Services.
(34) I301020 Data Processing Services.
(35) I301030 Electronic Information Supply Services.
(36) I401010 General Advertisement Service.
(37) IF01010 Fire Safety Equipment Inspection and Repair.
(38) JA02010 Electric Appliance and Electronic Products Repair.
(39) JE01010 Rental and Leasing.
(40) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
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2. Proportion of business
Unit: NT$ thousand
| Business Item | 2024 | 2025 | ||
|---|---|---|---|---|
| Business Revenue | Percentage of Sales (%) | Business Revenue | Percentage of Sales (%) | |
| Banking automatic service machine | 895,910 | 18.38 | 997,858 | 15.28 |
| Public construction integration | 2,450,618 | 50.29 | 3,958,237 | 60.64 |
| Maintenance | 1,526,822 | 31.33 | 1,571,686 | 24.08 |
| Total | 4,873,350 | 100.00 | 6,527,781 | 100.00 |
3. Current products (services) offered by the Company
(1) Financial Automation System Business :
A、Financial information system software and hardware planning, development and construction services.
B、Mainframe system, end workstation system integration.
C、Image centralized monitoring and management system development and construction services.
D、Build a comprehensive financial system integration service network.
(2) System engineering integration business :
A、Project information system software and hardware planning, development and construction services.
B、Planning and construction of major brands of server hosts.
C、Planning and construction of various types of network equipment.
D、Large-scale project management construction and System integration business.
E、SaaS services.
(3) Engineering maintenance business :
A、Financial Automation equipment software and hardware maintenance.
B、System engineering integration software and hardware maintenance.
C、Provide 24/7 technical services throughout the year.
(4) Mainland business :
A、Intelligent Patrol Management System.
B、Gas Pipeline Integrity Inspection Management System.
C、Repair Scheduling Management System.
D、Commercial User Meter Reading System.
(5) Overseas business :
A、Responsible for sales in overseas markets.
B、Responsible for the development of new markets.
- New products (services) planned to be developed:
The Company has over 50 years of experience and proven track record in the customized design and development of financial system software products. It has long provided financial customers with various products and comprehensive solutions to assist them in integrating business processes, improving operational efficiency, reducing manpower and operating costs, and thereby strengthening the market competitiveness of the Company's products and services. Over the years, the Company has continued to launch various products such as ATMs, passbook update machines, coin deposit machines, cash deposit machines, and banknote sorting machines, while also developing related hardware monitoring, accounting, and clearing systems.
In response to the continuing manpower reduction at branches of financial institutions and the trend toward intelligent and automated financial services, the Company will continue to focus on solutions for low-manpower and unmanned branches as its main development direction. The Company plans to develop related new products and services to help financial institutions improve operational efficiency, strengthen risk control, and optimize customer service experience. Examples include TCRs, automatic passbook dispensing machines, and finger vein identity authentication systems for tellers.
With respect to ATM applications, in view of the continued increase in financial fraud cases in recent years and the growing demand from financial institutions for transaction security and fraud prevention, the Company has developed an ATM AI intelligent alert function. By integrating technologies such as AI image recognition, facial feature recognition, and behavior analysis, the function performs real-time detection of abnormal situations during ATM use and provides warning or prompt messages. This assists financial institutions in enhancing risk control and security protection capabilities for ATM transactions and in establishing a more comprehensive real-time warning and anti-fraud mechanism.
In addition, in response to financial institutions' needs for greater efficiency in ATM cash replenishment operations, accounting accuracy, and risk control, the Company also plans to continue enhancing the functions of SR9501. The Company will strengthen the automated processing mechanism for cash replenishment operations and develop functions such as automatic calculation of replenishment amounts, real-time data transmission, and optimization of operating procedures, so as to reduce manual workload, minimize operational errors and fraud risks, and improve accounting processing efficiency and management quality.
In terms of system engineering integration business, the Company possesses comprehensive professional technologies and integration capabilities, covering the integrated development of software and hardware such as communication systems including TETRA, DMR, and P25, microwave equipment including radar, ticketing equipment and systems including AG/VAM, databases, and servers, as well as
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equipment and environment monitoring solutions, DMS, multimedia digital signage services, and field service SaaS services.
Looking ahead, the Company will continue to promote the renewal, upgrade, and development of next-generation hardware and software equipment and systems for the above-mentioned solutions. Guided by customer needs, the Company will assist customers in improving information workflows, reducing waste of human resources, and enhancing overall operational efficiency, thereby improving the Company's overall operating performance and continuously providing high-performance information services.
(II) Industry overview:
- Current status and development of the industry:
Innovative technologies and services continue to emerge in the field of financial technology, including disruptive innovations in payments, blockchain technology, digital assistants, full automation, fintech incubators, digital banking, business alliances, advanced credit models, and cybersecurity.
With the advent of the low-margin era, automation has become an inevitable trend for financial institutions seeking to reduce costs. Basic services such as deposits, withdrawals, bill payments, and fund transfers have largely been replaced by automated teller machines, allowing financial institutions to redirect manpower toward higher value-added services such as personal wealth management and private banking. Against this backdrop, demand for automated teller machines from financial institutions continues to grow. When consumers choose a financial institution, the availability and convenience of its automated teller machines have also become one of their considerations. Therefore, how to provide consumers with more convenient, faster, more stable, and multifunctional automated services has become a key factor in competition among banks and financial service providers. With technological advancement and the rapid development of information technology, the way consumers interact with banks continues to change. Younger generations rarely visit physical bank branches to conduct financial transactions. Traditional counter services have gradually shifted to online banking services, such as online account inquiries, fund transfers, and bill payments, representing banks' initial transformation in response to financial digitalization. Today, with the maturity of mobile internet technology and the widespread adoption of smartphones, banking customers can access a variety of banking services via the internet anytime and anywhere. This has made financial services readily available in daily life and has driven the rapid development of mobile banking and mobile payment. In response to the arrival of the Bank 4.0 era, financial institutions have in recent years continued to work toward establishing more unmanned banks and strengthening counter service operations. Under the trend of replacing outdated machines and enhancing the functions of new machines, the market for financial automation service machines is expected to see substantial growth potential.
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With rapid technological advancement, financial automation equipment has evolved from cash dispensers (CDs) and automated deposit machines (ADMs) to recycling automated teller machines (RATMs). In addition to substantially meeting customers' needs for deposits and withdrawals and enhancing the efficiency of banks' cash management, RATMs enable banks to reduce the high costs of cash transportation and replenishment by leveraging their cash recycling function. Therefore, upon their introduction, RATMs brought about a fundamental change in the ATM market. Since then, RATMs have gradually replaced equipment such as CDs and ADMs. To date, more than 70% of ATMs in the market are RATMs.
The evolution of ATM screens is also one of the industry trends. The new generation of ATM screens has shifted from the previous horizontal 15-inch screens to 19-inch vertical screens similar to smartphones. These screens support sliding and touch-based operations similar to those on mobile phones, aligning more closely with public usage habits. At the same time, the user interface has been upgraded with more user-friendly operating procedures, allowing users to check account balances in real time during transactions. It is expected that, in Taiwan's post-pandemic era, as ATM functions continue to innovate, public preference for ATM usage may still have certain room for growth.
According to the "Mobile Payment Consumer Survey and Analysis" released by the Market Intelligence & Consulting Institute (MIC), approximately 60% of people in Taiwan use cash for payments, indicating that cash remains the most commonly used payment tool among the general public. In the process of cash payments, coin change is inevitable. However, excessive coins often create demand among the public to deposit coins or exchange them for banknotes. For small businesses and vendors that frequently receive large amounts of coins, coins are heavy and inconvenient when they wish to deposit money at banks. Therefore, to quickly meet the relevant needs of individuals and businesses, coin ATMs, namely coin deposit machines, have been introduced. Users only need to pour coins into the machine, and the coin deposit machine will automatically count the amount and complete the deposit, making the operation highly convenient. These machines are sufficient to meet the needs of such merchants and the public, reducing the need for merchants to visit bank branches, while also helping banks lower operating costs. Since the Financial Supervisory Commission approved the installation of coin deposit machines in 2017, many banks, such as Cathay United Bank and CTBC Bank, have successively launched such services, installing machines at locations across Taiwan and attracting favorable responses from consumers.
In addition, in recent years, driven by the trend of Fintech 2.0, the financial industry has successively introduced solutions that integrate biometric recognition technology with financial automation equipment, enabling cardless withdrawals and password-free identity verification. Taking market leader CTBC Bank as an example, it has mainly launched a "finger vein withdrawal" service. This technology allows the public to withdraw cash easily with only one finger. In the
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future, with the relaxation of relevant financial regulations, finger vein recognition may also be applied to services such as online account opening and loan applications, and may be combined with other emerging technologies to provide more convenient financial services. In addition, mobile cardless withdrawals, which integrate mobile devices with physical ATM services, allow users to withdraw cash by simply scanning the ATM's QR Code with a mobile phone and entering a password. Other banks have also introduced diverse identification methods. For example, Bank SinoPac, Cathay United Bank, and Taishin Bank have launched mobile cardless withdrawal services, while Cathay United Bank also offers QR Code withdrawal services. These services provide considerable convenience for cash withdrawals and demonstrate the convenience brought by new technologies.
In the field of financial automation system services, the Company primarily acts as an agent for HITACHI products and is the sole agent for HITACHI's financial automation products in Taiwan. For more than 50 years, the Company has made significant contributions to the promotion of financial automation. The Company holds a leading and influential position in Taiwan's automated teller machine and financial terminal system markets. In particular, its automated teller machines with deposit and recycling functions have consistently maintained the highest market share in Taiwan.
In recent years, as large-scale social, economic, and environmental systemic issues have become increasingly prevalent, including environmental pollution, population growth, traffic accidents, and arms races, people are facing increasingly complex challenges in the organization, management, coordination, planning, forecasting, and control of large systems. To address such highly complex issues, reliance solely on human experience has become insufficient. Scientific methods must be adopted to enhance capabilities in data collection, storage, transmission, and processing. Under these circumstances, system engineering integration has gradually developed toward larger scale and greater specialization.
In response to this trend, the Company focuses on high value-added system engineering integration businesses, including communications, microwave systems, large-scale equipment monitoring and management, high-technology database design and maintenance, and the design and development of large-scale systems. This has led to projects such as the Taiwan Railways island-wide communications system, Taiwan Power Company's electricity billing system, the Coast Guard Administration's coastal radar system, and the National Fire Agency's 119 dispatch system. In addition, with more than 15 maintenance locations across Taiwan and over 300 maintenance engineers, the Company is able to provide customers with professional and timely maintenance services. As a result, it has earned the trust of a broad customer base, including government agencies, banks, post offices, telecommunications companies, and educational institutions. This is a key factor enabling the Company to maintain its competitive advantage in the market. It has
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also established another core business for the Company beyond the field of financial automation and made the Company a preferred partner of numerous government and corporate organizations.
- The links between the upstream, midstream, and downstream segments of the industry supply chain :
The following diagram shows the links between the upstream, midstream, and downstream segments of the industry supply chain to which the Company belongs to:
(1) Financial Automation System Business:

(2) System Integration :

(3) Service and maintenance: :

- Development trends and competition for the Company's products
(1) Financial Automation System Business
The convenience and efficiency brought by financial automation service machines have long been witnessed. In recent years, under the integration of financial holding companies, to improve the efficiency of operations and reduce costs, automated service machines have been widely used to further replace traditional manpower as an inevitable path, so banks have installed a large number of ATMs and are constantly developing new bases to im
prove service. This can be affirmed by installing ATM cash boxes in convenience stores, MRT and fast-food restaurants to save money replenishment/unloading. Therefore, there is a trend of replacing old machines and strengthening the functions of new machines, bringing business opportunities to the financial automation service machine market. In recent years, the Company has been actively promoting the latest generation of automatic teller recycler (RATM), manufactured by Hitachi from Japan to customers. This type of equipment has the characteristics of low energy consumption, energy saving and environmental protection and extra capacity of cash, in addition, the thoughtful design of the troubleshooting screen allows clerks to easily and quickly identify problems and eliminate them, reducing downtime and improving machine efficiency. Currently, there are approximately 17,350 units of cyclic ATMs circulating in the market, accounting for approximately 52% of the total number of ATMs in the market. Through our company's active promotion, the cyclic ATM has gradually become a popular and leading model in the market. In addition, in order to introduce more differentiated products to open up new battlefields, we are also actively promoting "cash receiver", which can assist logistics, department stores or chain operators to directly connect with banks and complete the account settlement in the stores, providing business premises to deposit cash of daily revenue into the machine and record the deposit immediately through the system. The cash will be collected by the security guard. Unlike other manufacturers' products that support only banknotes, this is currently the only model on the market that supports both coins and banknotes, helping customers reduce the cost of security personnel required to protect banknotes, but currently the only model on the market that is applied to both coins and banknotes, which helps customers to reduce the cost of security personnel to protect banknotes.
In order to assist the financial industry in developing digital finance and smart branches, it also actively develops overall branch solutions. The self-developed branch concierge system and smart branch solution help branch tellers to grasp the needs of customers in the bank in advance and improve personalized and differentiated services quality. Through interactive multimedia billboards, the promotion of financial products and the image of banking services are enhanced.
To address the complex cash handling operations at bank branches, the Company has introduced Teller Cash Recyclers (TCRs). Through TCR equipment, customers can independently complete transactions such as deposits and withdrawals, as well as cash counting and banknote sorting. The system can also provide head offices with real-time information on the cash levels of each branch, enabling more efficient cash management and allocation. "Finger Vein ATMs" replace the traditional bank card identification method by recognizing the veins in a customer's finger. Customers only
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need to place their finger on the authentication device for vein sensing and enter their self-defined withdrawal password to withdraw cash. With the convenience offered to customers, the introduction of finger vein cardless withdrawal RATMs has received favorable market responses. Banks have successively promoted this service, and its future business opportunities are expected to be substantial.
The "NTD and Foreign Currency Cash Exchange Machine" is an extension of the recycling ATM. It has the functions of ID scanning and identification as well as currency exchange and making changes. Banks can use the NTD and Foreign Currency Cash Exchange Machine to expand the two-way exchange business of NTD and foreign currency cash to provide the safe, convenient, and fast foreign exchange service to local people and foreign visitors.
According to Taiwan’s financial inclusion report card announced by the Financial Supervisory Commission in 2025, Taiwan has an average of 165 to 168 ATMs per 100,000 adults, more than three times the global average. This is mainly attributable to the widespread installation of ATMs in convenience stores. In Taiwan’s six special municipalities, where the residential population is large and convenience stores are highly prevalent, this has further boosted the indicator. Banks are currently committed to promoting financial inclusion, including functions such as voice-guided ATM services for the visually impaired, assistive screens for persons with disabilities, and bilingual services.
In response to the continually evolving forms of fraud and the government’s anti-fraud policies, banks have been actively investing in ATM anti-fraud software to strengthen fraud prevention measures. As banks process millions of transactions each day, relying solely on manual review and experience to identify abnormal transactions and accounts makes it difficult to promptly intercept suspected illicit fund flows. By leveraging AI together with banks’ internally developed models, knowledge bases, converged big data, and other technological foundations, banks are able to prevent fraudulent activities and protect customers’ assets. In addition, banks have adjusted restrictions on interbank withdrawals in response to fraud prevention needs. Such demand is expected to support the Company’s provision of related software services.
At present, Taiwan’s banking market is gradually becoming saturated, and competition among participants in the financial services market is increasingly intense, resulting in shrinking profit margins. Therefore, integration and the ability to provide financial institutions with comprehensive financial service solutions will be the future trend.
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(2) System engineering integration business
The Company's system integration business mainly focuses on finance, transportation, telecommunications, education, and firefighting. In order to provide better services to customers, the Company introduces the customer service concept of major accounts, to provide customers with a full range of solutions (total solutions) as the goal; by analyzing the customer's future business trends and growth strategy, while bringing the Company's potential business amount and competitive situation, the account manager responsible for the customer (Account Manager) provides the integrated services (Integrated Service) to accumulate experience and deeply cultivate key customers, and continue to grow based on the business cycle of construction, warranty and maintenance.

As a veteran system integrator, MDS has had long-term and profound observations on field services such as maintenance, sales, construction supervision, commercial collaboration, and equipment inspection. Based on this, they have developed an all-in-one management system called "Field Service Cloud," taking into account the limited resources of small and medium-sized enterprises. It adopts a cloud-based service model, allowing companies to embrace new technology without bearing a large upfront system implementation cost. The management personnel and field staff of the company can achieve attendance management, location-based clock-in, scheduling and leave management, payroll calculation, task assignment, work reporting, electronic forms, mobile approval, customer management, mileage calculation, equipment maintenance, contract management, schedule management, data collection, business intelligence analysis, and multilingual support through the mobile app and web portal. The system also supports multiple languages, making cross-border management and remote work more efficient and simplified." Field Service Cloud " also provides exclusive
consultant support, offering one-on-one consulting services. By understanding the needs, pain points, and usage scenarios of different companies, they assist in further planning and implementation. For more information, you can visit the official website of Field Service Cloud: https://www.servicejdc.com/.
The innovative "Field Service Cloud" developed by our company received recognition immediately after its launch, including the "Young Generation - 2017 Golden Yang Award - Young Fun" competition organized by the Industrial Development Bureau of the Ministry of Economic Affairs. Moreover, the product was honored at the 22nd World Congress on Information Technology (WCIT 2018), held in Hyderabad, India, known as the emerging tech city. With the support of the Department of Technology, Industrial Development Bureau, and the recommendation from the Taiwan Software Industry Association, "Field Service Cloud" was acknowledged with the "Mobile Excellence Award" for its outstanding mobile application.
(3) Maintenance Services
Since the market has high requirements on the service life of automation equipment or systems, from the perspective of the business undertaken by the Company, regular maintenance and services are the premise for the normal and stable operation of automatic machinery and equipment. When the demand for maintenance has also increased. With the increased automation degree of customers in the financial, transportation, telecommunications, the maintenance and service market will be growing, and the customer's product life cycle will be grasped to provide customers with equipment replacement plan consultancy, while establishing the long-term partnership. The degree of understanding of the automation equipment system and machine structure, the sufficiency of the supply for subsequent spare parts, and the quality and deployment of the maintenance workforce, all affect the maintenance quality greatly. Therefore, the maintenance business of automation equipment, machines or systems is very important. Part of it is in the hands of the original equipment provider or manufacturer, and the competition is relatively low. The Company has over 50 years of maintenance experience and a proven track record. It has established 15 maintenance service bases across the country (including Kinmen, Penghu and other outlying islands), forming a complete maintenance network that provides customers with instant and fast maintenance services and is well received. This further helps the Company maintain its market share.
(III) Overview of Technologies and R&D Work
- R&D expenditures during the most recent fiscal year or the current fiscal year up to the date of publication of the Annual Report :
Unit: NT$ thousand
| Year | 2024 | 2025 | The first quarter of 2026 |
|---|---|---|---|
| Amount | 233,114 | 249,801 | 61,575 |
- Successfully developed technologies and products :
Since the installation of the Company's first automated teller machine at Bank of Taiwan in 1978, the Company has been committed to the development, sales, and maintenance of solutions such as operating systems for bank automation equipment and branch teller terminal connection systems. Over the past 50 years, MDS has not only expanded into the field of financial information services, but has also gradually entered the system integration and development fields for public utilities such as telecommunications, transportation, and education. In response to customer needs, the Company has also developed and completed application systems such as server-host transaction platforms and distributed mobile monitoring and management systems. Whether in bank automation equipment or system engineering integration, the Company faces multi-faceted integration requirements involving hardware, user interfaces, core system software, network architecture, and information security. Therefore, the technical complexity of the Company's businesses is relatively high, and the Company must be able to ensure stable operations. This has also enabled the Company to establish maintenance service teams throughout Taiwan and provide uninterrupted 24/7 services.
In addition to developing software for user needs, the Company's system R&D department continues to focus on the future development trend of the market as the main development direction. The main products and systems currently completed are as below:
(I) Financial Products
(1) Financial software system :
A、BTS Financial Branch Terminal System.
B、Teller Safe Management System.
C、Multimedia Reception Service System.
D、E-APT Passbook Printer Centralized Management System.
E、DMS-Device Management System.
F、ATM Operation Integration Platform.
G、Deposit Machine Management System.
H、Whitelist Management System.
(2) Financial Automation Products :
A、SR7500.
B、HT-2845-VS.
C、HT-VS8500.
D、BDM7400T & CDM-T03.
E、Deposit Machine (SR7500 series).
F、SR7500-CRS7.
G、NTD and Foreign Currency Cash Exchange Machine.
H、Automatic Passbook Update Machine (Shinko / S4880).
I、Automatic Passbook Update Machine (HITACHI / BH-180AZ).
J、Banknote Sorting Machine (MS-4200).
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(II) System Integration
(1) RF System (TRA) :
- A、Taiwan Railway's newly purchased train dispatching wireless telephone system on-board case.
- B、Train Passenger Information System (PISC) Project.
- C、Electromechanical turnkey project for the electrification system of the South-Circle Railway.
- D、Taiwan Railway Huadong Line Electrified Traffic Dispatching Wireless Telephone System New Project.
- E、Kaohsiung City Railway Underground Project (including Zuoying and Fengshan).
- F、Taichung and Yuanlin project (optimization project of traffic dispatching radio system).
- G、Taiwan Railway dispatching wireless telephone system project.
- H、Taiwan Railway Train Dispatching Radio System.
(2) RF System (Government) :
- A、Coastal Surveillance Radar System.
- B、Next generation spectrum monitoring system.
- C、Police Department - Police Radio System Renewal Case.
- D、The case of replacing the police radio system.
- E、Taipei City-Replacement and Construction of Police Radio System.
(3) Information Technology :
- A、Taipower New Power Distribution Engineering Information System.
- B、Taipower user electricity service big data platform.
- C、Intelligent pre-registration and registration management system for exhibitions.
- D、119 Service Command Dispatch & Emergency Medical Rescue Intelligent Platform。
- E、Oracle Solution.
- F、Healthcare Information Services.
- G、Government Procurement Zone.
- H、National Rescue Command Center, Executive Yuan-AI Intelligent Search and Rescue Dispatch System.
- I、Smart Gas Management Platform.
- J、SKMS Stock Affairs Management System.
- K、IFRS 17 Solution for the Insurance Industry.
- L、Enterprise Performance Management Solution.
(4) AFC System :
- A、Mass Rapid Transit automatic toll collection system project.
- B、Kaohsiung MRT automatic toll collection system.
- C、Ticketing automation management system.
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(III) Service JDC
A、Attendance management.
B、Business management.
C、Maintenance management.
D、Commercial management.
(IV) Mobile and Digital Marketing
A、Mobile Commerce.
B、Digital multimedia.
(IV) The Company's long- and short-term business development plans:
The long-, mid- and short-term business development plans of MDS are explained from the aspects of customers, products, and market :
| Business Development | Short-term plan | Mid and long-term plan |
|---|---|---|
| Customers | ◎ Selecting quality customers and large-scale projects ◎ Other than providing solutions to customers, providing the assistance for their needs of support for better customer satisfaction. | ◎ Continuing the in-depth management of major accounts. ◎ Building customer-oriented customized system and establishing the complete system databases. |
| Products | ◎ Acting as the agency for more brands ◎ Lowering cost and strengthening the risk control to deepen the competitiveness. ◎ Improve the professional execution capability for various products. ◎ Enhance the core competitive advantages in terms of quality, delivery time, and costs. ◎ Extending reaches to international products and providing products with price competi-tiveness to customers. | ◎ Increasing the in-house production proportion in the parts and components of ATMs. ◎ Enhancing the promotion for the applications of core products and services and providing professional added values. ◎ Improving the level of R&D and functions to support the development capacity of new products. ◎ Providing the diverse cloud-based application services. ◎ Continuously expanding the development of new type business and creating the differentiated values. |
| Business Development | Short-term plan | Mid and long-term plan |
|---|---|---|
| Market | ○Replicating the complete track record and successful experience with the customers with similar demands. ○Enhancing the technical exchanges with other vendors to improve the technology development and promotion of product applications for satisfying the market needs. ○Actively developing new products to expand the current business scope. ○Actively participating the international exhibitions, to grasp the latest development trends in the market. | ○Seeking long-term strategic partnership with the domestic and international companies to obtain the resources such as market information and technologies. ○Partnering with the competitors and non-competitors strategically to improve the profits from the core businesses. ○Promoting the strategic alliance with the domestic and international companies to improve the competitiveness as a response to the globalization. ○Establishing the cross-strait work-division mechanism and continuously expanding the overseas markets. |
II. Overview for Market, Production and Sales :
(I) Market analysis :
- Analysis of the geographic areas where the main products (services) of the Company are provided:
In the recent three years, MDS' products have been mainly sold domestically. In 2025, the domestic sales approximately accounted for $98.93\%$ of the whole year operating revenue and the export revenue took approximately $1.07\%$ . The main overseas sales were in Mainland China and Southeast Asia. If the geographic areas of sales are divided by product categories, the sales of financial automation service machines and the system integration sales and services were distributed all over Taiwan, mainly to banks, governmental agencies, the governmental and private enterprises, and other distribution systems. The system integration and maintenance business are very different due to business formats, nature or product types. There is no clear market scope, so the market share cannot be defined.
2. Market share:
Based on the data of the Banking Bureau, Financial Supervisory Commission, Executive Yuan as of December 2025, the market scale of ATMs in Taiwan was about 33,420 units, and the Company holds a $51.9\%$ share of the domestic ATM market, as a major supplier in the market.
- Demand and supply conditions for the market in the future, and the market's growth potential:
(1) Demand situation
With the rapid development of technologies, the financial automation equipment has developed from automatic teller machines (CD), automatic deposit machines (ADM) in the past, to recycled automatic deposit and withdrawal machines (RATM), greatly meeting the deposit and withdrawal needs of customers, and improve the efficiency of bank funding operation and management. Therefore, the market demand for the old ATMs that banks need to replace every year and the new ATMs that need to purchase for new locations every year will continue to increase. In addition, as domestic banks move towards streamlined and unmanned operations, the demand for automated equipment is also increasing. In response to this demand, MDS continues to launch newer and smarter financial equipment, such as biometric identity authentication systems, The new generation of paperless smart terminal systems, STM and TCR, etc., and assist banks in planning their future branches will surely drive another wave of growth momentum.
As the government strives to move toward all-round information and actively enhance technological capabilities, it is inevitable to have a company like MDS that can integrate complex software and hardware equipment, information security technology, and can provide year-round maintenance energy. Therefore, in recent years, large-scale system construction or integration projects in government agencies, such as transportation, information communications, national defense and electric power fields, have all involved MDS. MDS has accumulated huge professional knowledge and technology in these fields and will be able to continue to participate in major national information construction, and its future development will be unlimited.
(2) Supply situation
Market suppliers of ATMs include NCR, Diebold Nixdorf, OKI and Hyosung, and Hitachi. MDS is Hitachi's only agent in Taiwan. Due to its 50 years of accumulated financial automation service performance, it is also the main driving force behind Hitachi equipment's market share of more than 50% in Taiwan. Therefore, the two parties cooperate closely to continue to promote the development of bank automation.
Participants in large-scale system integration projects need not only good engineering management capabilities and sound financial planning, but most importantly, they must have the professional knowledge (Domain Knowhow) required for the project. This professional knowledge requires long-term accumulation, Therefore, there are only a limited number of competent manufacturers in the market, and there is a trend of increasing concentration.
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MDS experience in large-scale system integration is mainly concentrated in communications, microwaves, railways, fire protection and electric power. Due to its years of intensive work, it has accumulated certain achievements and professional knowledge, so there are very few competitors. In order to provide better services to customers, MDS has introduced the concept of Major Account, with the goal of providing customers with a comprehensive solution (Total Solution), providing integrated services (Integrated Service), and accumulating experience value to deeply cultivate key customers., and continues to grow following the business cycle of construction, warranty and maintenance.
(3) The future growth of the market
According to the latest statistics from the Financial Supervisory Commission, as of December 2025, the number of automated teller machines (ATMs) in Taiwan is 33,420, with a growth rate of 4% in the past five years, and the machine density is the highest in the world. In order to meet the different needs of customers, in addition to continuously launching innovative financial services, banks have also launched new and larger-screen ATMs on the market. New types of innovative equipment have also been launched for ATM machine hardware, including large-screen and the tablet-like 19-inch multi-touch screen allows you to slide and click like operating a mobile phone, which is close to people's usage habits. It is also easier to operate than the old 15-inch screen. It is also designed with various thoughtful operation processes, such as checking the balance in real time during transactions. wait. It is expected that in Taiwan's post-epidemic era, people's preference for using ATMs may still have some room for growth as ATM functions continue to innovate.
- The Company's competitive advantages, positive and negative factors for future development, and the Company's response :
Competitive advantages and positive factors for future development:
(1) Competitive niche
(A) Good corporate image and popularity
Since the installation of its first automated teller machine at Bank of Taiwan in 1978, MDS has been committed to the development, sales, and maintenance of solutions such as operating systems for bank automation equipment and branch teller terminal connection systems. Over the past 50 years, MDS has not only expanded into the field of financial information services, but has also gradually entered the system integration and development fields for public utilities such as telecommunications, transportation, and education. In response to customer needs, the Company has also developed and completed application systems such as server-host transaction platforms and distributed mobile monitoring and management systems. In addition to having a mature technical foundation
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in ATM software development, the Company also possesses the technical capabilities to design and manufacture ATMs on its own, enabling it to meet customers' requirements for technical support, product functions, and stable operations.
(B) Stable agency relationships with suppliers
In the field of financial automation system services, the Company primarily acts as an agent for HITACHI products, and MDS is the sole agent for HITACHI's financial automation products in Taiwan. For more than 50 years, the Company has made significant contributions to the promotion of financial automation and has held a leading and influential position in Taiwan's automated teller machine and financial terminal system markets. In particular, its automated teller machines with cash recycling functions and passbook update machines have consistently maintained the highest market share in Taiwan.
(C) Rich product portfolio
The market competition in the information service industry is becoming increasingly fierce. Traditional software and hardware sales have been compressed and reduced due to competitors joining the market share. MDS strengthens its customers by providing complete solutions and good after-sales services and other professional services. Dependence and trust, and drive IT product sales with Total Solution professional services and lead system integration business with professional services. It has also passed the certification of ISO9001:2015, CMMI Level III and ISO/IEC27001, and its quality control and execution Our capabilities have received international certification, and MDS's ability to undertake large-scale system integration projects has been recognized.
(D) Complete technical service team
After years of operation and development, MDS has responded to customers' demands for improving efficiency and reducing costs. The demand for system integration has become larger and larger, and the scale has also grown. Many projects have to be implemented throughout the province. Our company's complete service network spreads all over the country (including outlying islands), which not only provides immediate services nearby, but also increases customers' confidence and dependence on us.
(E) Excellent R&D team
In order to improve its software development capabilities, MDS has passed the CMMI Level 3 software development capability certification. Based on the standards of engineering activities and management activities of MDS e-commerce software development, all software development and maintenance are based on this standard. During the
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process improvement period, the process of Nanjing MDS Software Company, which it transferred to invest in the mainland, was integrated. It also helped the two sides of the Taiwan Strait to collaboratively develop software systems, shorten the development time and reduce costs, and improve customer satisfaction. Satisfaction has laid a good foundation for the company's software business in Greater China.
(2) Advantages, disadvantages and countermeasures of development prospects
(A) Favorable factors
(a) Financial technology transformation competitiveness
Replacing manpower with automated equipment has been the main strategy for banks to reduce costs, which has also increased banks' demand for automated equipment such as ATM deposit and withdrawal machines and automatic passbook update machines. The company and its subsidiaries have always been committed to promoting financial technology. The Company supports the evolution of banking services and accelerates banks' digital transformation. It not only launches various new technologies and new models, but also combines a variety of financial systems and automated services to create competitiveness in the financial market.
(b) System integration creates a new generation
MDS has service experience in software/hardware integration planning, design and construction of large-scale national projects. The nature of its government bids can be divided into communication radio frequency, system integration, hardware sales and maintenance, radio or radio wave, multimedia, etc. The tender targets include the Police Department, Taiwan Railways, High Public Security Bureau, Fire Department/Bureau, Coast Patrol Department, Chinese Academy of Sciences, etc. The completion of the above-mentioned large-scale integration construction project has also strengthened the performance of the computer system integration of the three businesses and can in the final Strive for follow-up maintenance when you have a niche, thereby increasing maintenance income and creating better profits.
(B) Disadvantages
(a) Development of electronic payment and online banking
Affected by the epidemic, in order to reduce the risk of contact and infection and maintain a safe social distance, the proportion of people choosing mobile payments that do not require any physical media to complete transactions has increased significantly. This, coupled with the increasing maturity of digital financial technology, will drive Taiwan's mobile payment and electronic payment in 2020. The
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popularity and application speed of payment have increased significantly, and the revised regulations on the management of electronic payment institutions implemented in 2021 have given electronic payment operators broader business development space and service flexibility, which has brought increasing attention to the electronic payment industry and intensified market competition.
Countermeasures
In response to the trend where convenience store ATMs can replace the need for physical branches and enhance service quality, with each installation increasing the bank's brand exposure and deepening customer engagement, attracting more clientele, our company has gained a considerable market share in the financial automation machine market. We actively invest in product agency or development of internet banking and faster, more convenient banking service systems. Additionally, we integrate internet banking functions into CD/ATM and continue to develop differentiated products, such as deposit machines, expanding coin module to enhance ATM applications, vein recognition ATM withdrawals, and foreign currency exchange machines, thus improving industry competitiveness. We continuously seek long-term cooperative clients, aiming for mutual growth upon earning their trust. Furthermore, to address the trend of insufficient manpower in branches, our company has introduced Teller Cash Recyclers (TCR), automatic passbook printers, and developed a paperless branch terminal system for automated form filling. By simplifying the workload of branch staff and speeding up operations, the number of branch employees can be reduced, gradually moving towards fully automated branches. These applications also represent the transformation and development of MDS in the post-pandemic era.
(b) Long-term planning for large-scale public projects
For large-scale public projects, regardless of the preparatory work, bidding/contracting conditions, tendering methods, contract contents, negotiation strategies, or even award criteria, they must be tailored to each case. As projects become increasingly complex, their long-term investment benefits are susceptible to the influence of economic conditions, environmental regulations, and contractual terms. This complexity deepens their unpredictability and risk. Moreover, due to the longer investment and return periods involved, comprehensive financial planning is necessary to mitigate financial pressures during project implementation. Only through this can we ensure the investment return rate.
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Countermeasures
MDS carefully selects projects for large-scale public works, primarily focusing on government tenders. These projects can be categorized into communication RF, system integration, hardware sales and maintenance, radar or radio, multimedia, and more. Leveraging years of collaborative experience, we strengthen project management to continually monitor progress and control resources, ensuring timely delivery and quality to meet customer requirements. Additionally, we require partner companies to provide a certain percentage of their sales as performance and warranty guarantees to mitigate risks associated with them. Upon completion of these projects, new deployment and optimization opportunities arise annually, generating subsequent high-margin maintenance revenue and related business opportunities.
(II) Usage and manufacturing processes for the main products.
| Product name | Main usage |
|---|---|
| Financial automation service (Auto teller system) | Providing the automation services to financial services, such as deposit, withdrawal, passbook entry, and transfers, for better service efficiency and quality to customers. |
| System integration services | Providing customized software program services, so that the hardware may communicate with users to achieve the specific functions assigned by customers. |
| Maintenance and repair | Assisting customers to use the products sold by MDS and providing the after-sale services. |
Note: The Company is categorized as the information service sector in TWSE's sector categories, and thus no manufacturing and production process.
(III) Supply situation for the Company's major raw materials :
| Name | Main source | Supply situation |
|---|---|---|
| Financial automation service: automatic teller systems | Importing as an agency | Normal |
| System integration services | Importing as an agency or procuring domestically | Normal |
| Maintenance and repair | Procuring domestically | Normal |
(IV) A list of any suppliers and customers accounting for 10 percent or more of the Company's total procurement (sales) in either of the 2 most recent fiscal years, the percentage of total procurement (sales), and an explanation of the reason for changes in these figures:
List of Major Customers for the Most Recent Two Years
Unit: NT$ thousand
| 2024 | 2025 | As of Q1 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Percentage of Net Sales for the Year (%) | Relationship with the Issuer | Name | Amount | Percentage of Net Sales for the Year(%) | Relationship with the Issuer | Name | Amount | Percentage of Net Sales for the Current Year up to Q1 2026(%) | Relationship with the Issuer |
| 1 | Customer A | 626,663 | 12.86 | None | Customer A | — | — | — | Customer A | — | — | — |
| 2 | Customer B | 487,589 | 10.01 | None | Customer B | 1,934,128 | 29.63 | None | Customer B | 1,035,442 | 54.76 | None |
| 3 | Customer C | — | — | — | Customer C | — | — | — | Customer C | — | — | — |
| 4 | Others | 3,759,098 | 77.13 | — | Others | 4,593,653 | 70.37 | — | Others | 855,351 | 45.24 | — |
| Net Sales | 4,873,350 | 100.00 | Net Sales | 6,527,781 | 100.00 | Net Sales | 1,890,793 | 100.00 |
Reason for changes: Due to business needs.
List of Major Suppliers in the Most Recent Two Years
Unit: NT$ thousand
| 2024 | 2025 | As of Q1 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Percentage of Net Purchase for the Year (%) | Relationship with the Issuer | Name | Amount | Percentage of Net Purchase for the Year (%) | Relationship with the Issuer | Name | Amount | Percentage of Net Purchase for the Current Year up to Q1 2026(%) | Relationship with the Issuer |
| 1 | Motorola Solutions Inc. | 1,500,662 | 32.13 | None | Motorola Solutions Inc. | 444,090 | 12.53 | None | Oracle Taiwan LLC, Taiwan Branch | 301,681 | 24.55 | None |
| 2 | Others | 3,169,647 | 67.87 | — | Oracle Taiwan LLC, Taiwan Branch | 429,830 | 12.13 | None | Others | 927,105 | 75.45 | — |
| 3 | — | — | — | — | Hitachi Channel Solutions, Corp. | 419,631 | 11.84 | None | — | — | — | — |
| 4 | — | — | — | — | Others | 2,250,294 | 63.50 | — | — | — | — | — |
| Net Purchase | 4,670,309 | 100.00 | Net Purchase | 3,543,845 | 100.00 | Net Purchase | 1,228,786 | 100.00 |
Reason for changes: Due to business needs.
III - Number of Employees During the Most Recent Two Years :
March 31, 2026
| Year | 2024 | 2025 | As of March 31, 2026 | |
|---|---|---|---|---|
| Number of Employees | Sales | 97 | 99 | 95 |
| Hardware Services | 388 | 418 | 417 | |
| Software Services | 255 | 249 | 247 | |
| Administration | 108 | 103 | 103 | |
| Total | 848 | 869 | 862 | |
| Average Age | 40.51 | 41.89 | 41.94 | |
| Average Years of Service | 9.76 | 10.86 | 11.12 | |
| Education Distribution (%) | PhD | 0.00 | 0.00 | 0.00 |
| Master | 8.06 | 7.57 | 7.27 | |
| University/College | 86.76 | 87.73 | 88.02 | |
| High School | 3.15 | 4.60 | 4.61 | |
| Below High School | 2.04 | 0.10 | 0.10 |
IV - Disbursements for environmental protection :
Losses suffered by the Company in the most recent fiscal year and up to the Annual Report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken: the Company engages in the test, installation and marketing of products, and thus no pollution is generated, nor destruction to the ecological environment. Therefore, the Company performs well in terms of environmental protection, without any pollution prevention issues or violation. In addition, the products sold to Europe by the Company are not subject to RoHS requirements.
V. Labor relations :
(I) Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:
- Employee benefit plans
(1) The Employee Welfare Committee organizes various employee welfare programs, including holiday bonuses, wedding and childbirth cash gifts, funeral subsidies, and subsidies for travel and club activities.
(2) Employees are entitled to paid birthday leave.
(3) Based on the Company’s annual earnings and operating performance, employees who have worked throughout the year without misconduct may be granted bonuses or profit-sharing distributions.
- Leave System
The Company provides paid birthday leave and health checkup leave that exceed statutory requirements:
- Birthday Leave: The Company provides employees with exclusive birthday leave, allowing them to arrange paid leave on their birthdays to celebrate their special day.
-
Health Checkup Leave: During the annual health checkup period, the Company provides employees with half-day health checkup leave, allowing them to relax and take care of their health.
-
Employee Continuing Education and Training System
The Company has established a comprehensive education and training system, implemented employee training and development, and strengthened employees’ competitiveness. In 2025, the Company provided internal and external training to a total of 7,314 participants, with education and training expenses amounting to approximately NT$1,950 thousand.
- Insurance System
The Company provides employees with labor insurance, national health insurance, group insurance, and contributions under the new labor pension system in accordance with applicable laws and regulations.
- Workplace Health Care
(1) The Company provides free employee health checkups that exceed statutory requirements.
(2) The Company has established four major labor health protection plans, including maternity health protection and prevention, ergonomic hazard prevention, prevention of diseases induced by abnormal workload, and prevention of unlawful infringement in the performance of duties, in order to prevent occupational injuries.
(3) The Company commissions external parties to conduct workplace environmental monitoring for office premises.
(4) The Company plans health promotion activities and health seminars.
(5) The Company employs an occupational health nurse responsible for employee health classification, consultation, and on-site services provided by occupational medicine physicians.
(6) The Company provides electronic blood pressure monitors, far-infrared therapy devices, and other equipment for employee use to safeguard employees’ health.
(7) The Company has established a breastfeeding/pumping room, which has received government certification for excellence, thereby implementing a friendly workplace.
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- Personal Safety Protection
Measures for Employee Safety and Workplace Environment Protection:
(1) The Company has long placed emphasis on employees' occupational safety and health. Each year, it engages an external professional organization to conduct workplace environmental monitoring twice at its office premises, and regularly arranges employee health examinations once every two years.
(2) During the year, the Company conducted general occupational safety and health education and training for new and existing employees, and, in accordance with applicable regulations, managed the participation of occupational safety and health personnel and first-aid personnel in recurrent training.
(3) The Company continuously monitors hazard identification and risk assessment matters related to the work performed by each department and unit, and assists in formulating corresponding specific measures and actions to prevent occupational safety incidents.
(4) For projects or routine operations carried out by various departments and units that are major in scale and involve hazard risks, or that are classified as significant or medium-risk operations, the Company includes such items in its annual occupational safety and health management inspections. Any deficiencies identified during the inspections are immediately communicated on-site and corrective actions are implemented.
(5) The Company has established four major labor health protection and prevention plans, namely maternity health protection, prevention of ergonomic hazards, prevention of diseases caused by abnormal workload, and prevention of unlawful infringement in the performance of duties. These plans are announced on the Company's intranet, implemented annually, and reviewed and revised as necessary to meet actual needs.
(6) In accordance with laws and regulations, the Company engages contracted physicians specializing in labor health services to provide on-site health services at the Company. In addition, one dedicated labor health service nursing professional, namely an occupational health nurse, is responsible for employee health classification, consultation, and the planning and implementation of various health promotion activities. Medical and nursing personnel provide health consultation and care throughout the year.
(7) The Company's specific measures and implementation results for preventing employee obesity and the "three highs" are listed below:
a. Blood pressure monitors are installed at office premises to help employees develop the habit of self-monitoring their blood pressure.
b. Health education notices and related health information concerning the "three highs" are regularly issued on a quarterly basis to provide diversified health information and enhance employees' health and hygiene awareness.
c. Static and dynamic health seminars, such as healthy diet seminars and traditional Chinese medicine acupoint massage seminars, are held from time to time.
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d. The Company’s Employee Welfare Committee continues to encourage employees to establish and participate in dynamic health-related club activities, such as basketball and table tennis clubs.
(8) The Company obtained its initial ISO 45001 Occupational Health and Safety Management System certification from a third-party certification body in 2025.
(9) The Company continues to strengthen the promotion of workplace safety and related knowledge to maintain employee safety at work.
(10) In addition to conducting its own emergency response team drills, the Company continues to cooperate with and participate in fire prevention lectures and practical exercises organized by the building management committee.
(11) The Company has established an access control management system. All employees are required to wear identification badges when entering or leaving the office to maintain the security of the office area.
-
Workplace Environmental Monitoring:
In accordance with applicable laws and regulations, the Company engages a monitoring organization to conduct office CO2 measurements once every six months, so as to provide a comfortable working environment and protect employee health. -
Building Public Safety Inspection:
The Company commissions inspection organizations to conduct building public safety inspections once every two years and fire safety inspections once a year to ensure the safety of its buildings. -
Retirement system and its implementation
The Company has established the employee retirement procedure pursuant to the Labor Standards Act, which is a defined benefit retirement plan, applicable to the seniority of all permanent employees hired before the implementation of the Labor Pension Act, and the seniority of employees electing to apply the Labor Standard Act after the enforcement of the Labor Pension Act. 2% of the employee's monthly salary is contributed to the employee pension fund, by giving to the Labor Retirement Reserve Supervision Committee for depositing into the dedicated account with the Bank of Taiwan in the name of the committee. In addition, before the end of each year, the balance of the dedicated account for labor retirement reserves in the preceding paragraph is estimated. If the balance is not sufficient to pay the pension amount calculated based on the above-mentioned calculation for the pension of laborers estimated to meet the retirement conditions in the next year, the difference will be paid in a lump sum before the end of March of the next year. For employees applicable to the Labor Pension Act, 6% of such employee's monthly salary will be contributed to the employee's personal account at the Bureau of Labor Insurance. The payment of employee's pension is either made monthly or in a lump sum from the balance in the employee's personal pension account and the cumulative earnings.
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| Retirement system | Old system | New system |
|---|---|---|
| Source of applicable law | Labor Standards Act | Labor Pension Act |
| Transfer method | Appropriate 2% of the employee's total monthly salary and deposit it into the company's special bank account of the Labor Retirement Reserve Supervision Committee Taiwan Bank. | According to the "Labor Pension Monthly Payroll Grading Table", 6% of the monthly pension is allocated to the labor pension individual account established by the Labor Insurance Bureau. |
- Status of Labor-Management Agreements and Measures for Protecting Employee Rights and Interests
The Company regularly convenes labor-management meetings and Occupational Safety and Health Committee meetings. In addition, the Company has established multiple internal communication channels, including an employee grievance mailbox, a proposal improvement section, and dedicated announcement sections for each department.
- Internal Procedures for Handling Material Information Related to Human Rights Protection
(1) The Company has established work rules and relevant management regulations, as well as codes related to ethical corporate management, to provide employees with guidelines for conduct.
(2) The Company has established a human rights policy and complies with internationally recognized human rights standards, as well as the labor standards laws of the locations where it operates.
(3) The Company has clearly established a prevention plan for unlawful infringement in the performance of duties, as well as measures for preventing workplace sexual harassment and procedures for complaints and disciplinary actions. Relevant procedures have also been established and communicated to employees.
- Operating procedures for internal material information processing
The Company has formulated the "Operating Procedures for Internal Material Information Processing," approved by the board of directors and available on the Company's website (www.mds.com.tw) for all directors, supervisors, managerial officers and employees to comply with for avoiding violations or insider trading from occurring.
- Measures for employee safety and working environment protection: please refer to the description on pages 92-96 of the Annual Report.
(II) List any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to labor disputes, and disclose an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken:
The Company has not suffered losses due to labor disputes in the recent two years. Based on the belief of taking care of employees and sharing profits, the Company coordinates with employees sufficiently to maintain the current good labor relations.
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VI. Cybersecurity management:
(I) Describe the information security risk management framework, information security policy, specific management measures, and resources invested in information security management:
- Information Security Risk Management Framework

Chief Information Security Officer is appointed by the board of directors to coordinate and discuss matters such as the management system of the information security system and resource allocation. The information security and personal information management promotion team is appointed by the heads of the highest units to be responsible for the establishment, implementation and maintenance of various standard systems for information security and personal information.
- Information security policies and specific management plans and resources invested in information security management :
(1) Information Security Policy
Maintain the confidentiality, integrity and availability of information assets and comply with any information security related laws, decrees, regulations or contractual obligations and any security requirements.
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(2) Specific Management Plan
MDS has established comprehensive network and computer-related cybersecurity measures. It has dedicated information security personnel responsible for maintaining the internal information security systems of the company. Additionally, the company has joined the Taiwan Computer Emergency Response Team Coordination Center (TWCERT) to gather relevant intelligence. It addresses potential cybersecurity risks and vulnerabilities with corresponding measures and adjusts control measures of the information security maintenance plan when necessary.
(3) Allocation of resources for information and communication security management
a. The Company introduced the ISO/IEC 27001 Information Security Management System in 2014 and has regularly obtained ISO/IEC 27001 certification. The UKAS-accredited certificate (Certification ID: TW14/10547) is valid from July 13, 2025 to August 12, 2026; the TAF-accredited certificate (Certification ID: TW20/00304) is valid from July 13, 2025 to July 28, 2026. Through the implementation of the ISO/IEC 27001 Information Security Management System, the Company has strengthened its capability to respond to information security incidents and protect the assets of the Company and its customers. Certificate validity inquiry website: https://www.sgsgroup.cz/en/vr/certified-client-directory.
b. Join the TWCERT membership, regularly collect threat intelligence and information, conduct risk assessment based on the content of the information, to adjust system architecture configurations, and strengthen protection against information security threats.
c. In 2021, a third-party information security company was commissioned to implement the information security scanning and health checks, to identify potentially dangerous servers and personal computers, remove the dangerous and suspicious objects, with the 100% improvement completion rate for high-risk projects as the implementation of information security.
d. In 2022, the three hours of social engineering training to employees was implemented, with 784 employees participated; a third-party information security company was commissioned to implement the email social engineering drills, a total of 784 accounts tested.
e. In 2023, we implemented the ThreatSonar Anti-Ransomware cybersecurity defense service platform, which includes a managed detection and response (MDR platform). This platform integrates threat intelligence analysis, real-time monitoring, APT protection, ransomware defense, and threat intelligence sharing functionalities. It has created a powerful cybersecurity defense platform for our organization.
f. In 2023, three hours of social engineering training was provided to employees, with 809 employees participated; a third-party information security company was commissioned to implement the email social
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engineering drills, a total of 809 accounts tested.
g. In 2024, the Company conducted three hours of employee social engineering education and training, with a total of 810 employee attendances. The Company also engaged a third-party information security firm to conduct email-based social engineering drills, covering a total of 810 accounts.
h. In 2024, the Company deployed AWS WAF (Web Application Firewall), effectively defending against common cyberattacks, comprehensively strengthening the organization's web application security protection capabilities, and further enhancing its overall information security defense level.
i. The Company obtained ISO/IEC 27017:2015 Cloud Service Information Security Management System certification in 2025 (Certificate No.: TW25/00000616), valid from July 13, 2025 to August 12, 2026. This certification demonstrates the Company's strong emphasis on cloud information security management and its sound capabilities in risk control and data protection, helping to strengthen professional trust in its cloud services and provide greater assurance to customers and partners. Certificate validity inquiry website: https://www.sgsgroup.cz/en/vr/certified-client-directory.
j. In 2025, the Company conducted three hours of employee social engineering education and training, with a total of 832 employee attendances. The Company also engaged a third-party information security firm to conduct email-based social engineering drills, covering a total of 826 accounts.
(II) List any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to significant cybersecurity incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: For the most recent fiscal year and up to the date of publication of this Annual Report, the Company has not incurred any losses arising from material information security incidents. With respect to sporadic information security alerts triggered during daily operations, the Company's information security personnel promptly completed the handling of abnormalities and ensured the continued stable operation of the systems. After evaluation, the aforementioned abnormality-handling matters had no material impact on the Company's overall financial position or operations. The Company continues to strengthen its information security monitoring and defense mechanisms. At present, there are no circumstances in which losses resulting from information security risks cannot be reasonably estimated.
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VII $\cdot$ Important contracts :
The parties, major contents, restrictive terms, and start/end dates of major contracts that could affect the shareholders' equity, such as supply contracts, technical partnership contracts, construction contracts, and long-term loan contracts that are still effective by the publication date of this Annual Report or have expired in the most recent fiscal year, shall be listed below:
March 31, 2026
| Contract nature | Counterparties | Starting and ending dates of the contract | Major content | Restrictive terms |
|---|---|---|---|---|
| Distributor agreement | Oracle Taiwan LLC | April 24, 2025 to April 23, 2026 | ORACLE Business Partner Network Distribution Contract (OPN) and its riders.1. The contract period is one year. Before the expiration of the contract year, OPN membership may be renewed through an online electronic application, and OPN membership will be renewed for one year after being reviewed and notified by ORACLE for the acceptance of the renewal application.2. The distribution area is Taiwan. | None |
| Distributor agreement | Hitachi Channel Solutions, Corp. | Since August 1, 2010 | The distribution contract of EX-ADM2 and R-ATM automatic deposit and withdrawal teller machines and PBP automatic passbook entry machine.1. The contract period is five years; provided, if neither party raises any objection within 90 days prior to the contract expiry, it will be automatically valid and renewed for one year, and so on for subsequent years.2. Exclusive distribution in Taiwan. | None |
| Syndicate credit facility agreement | Syndicate of five banks led by Cathay United Bank | May 2022 to May 2027 | Syndicate credit facility entered for improving the financial structure and replenish the working cash flow. | Note 1 |
| Long-term borrowing | Land Bank of Taiwan | April 2022 to April 2042 | Mortgage loan for the purchase of Taichung office | None |
| Long-term borrowing | Bank of Taiwan | December 2022 to December 2042 | Mortgage loan for the purchase of an office on Xinyi Road, Taipei. | None |
| Long-term borrowing | Bank of Taiwan | March 2026 to March 2046 | Mortgage loan obtained for the purchase of the Kaohsiung office premises. | None |
Note 1: Pursuant to the provisions of the syndicate credit facility agreement, the Company shall maintain a specific current ratio, debt ratio and interest coverage ratio on a semi-annual basis, within the duration of the credit facility.
Chapter 5. Review of Financial Conditions, Financial Performance and Risk Management
I. Analysis of Financial Status :
Unit: NT$ Thousand
| Year Item | 2024 | 2025 | Difference | Notes | |
|---|---|---|---|---|---|
| Amount | % | ||||
| Current assets | 5,574,777 | 4,717,654 | (857,123) | (15.38) | |
| Investments accounted for under equity method | 292,974 | 303,245 | 10,271 | 3.51 | |
| Property, plant and equipment | 1,259,789 | 1,365,406 | 105,617 | 8.38 | |
| Intangible assets | 8,948 | 10,543 | 1,595 | 17.83 | |
| Other assets | 589,222 | 621,436 | 32,214 | 5.47 | |
| Total assets | 7,725,710 | 7,018,284 | (707,426) | (9.16) | |
| Current liabilities | 3,038,211 | 2,260,935 | (777,276) | (25.58) | 1 |
| Non-current liabilities | 1,561,597 | 1,466,936 | (94,661) | (6.06) | |
| Total liabilities | 4,599,808 | 3,727,871 | (871,937) | (18.96) | |
| Total equity attributable to owners of parent | 3,123,695 | 3,290,413 | 166,718 | 5.34 | |
| Common stock | 1,968,181 | 1,979,996 | 11,815 | 0.60 | |
| Capital surplus | 327,439 | 343,523 | 16,084 | 4.91 | |
| Retained earnings | 738,051 | 903,361 | 165,310 | 22.40 | 2 |
| Other equity | 90,024 | 63,533 | (26,491) | (29.43) | 3 |
| Treasury stock | 0 | 0 | 0 | 0 | |
| Non-controlling interest | 2,207 | 0 | (2,207) | (100.00) | 4 |
| Total equity | 3,125,902 | 3,290,413 | 164,511 | 5.26 | |
| Description of items with significant changes (changes over 20%) :1. Decrease in Current Liabilities: Mainly due to sufficient working capital during the period, resulting in a decrease in short-term borrowings of NT$950,000 thousand.2. Increase in Retained Earnings: Mainly due to the transfer of net income after tax of NT$302,600 thousand for the period, partially offset by the distribution of 2024 earnings, resulting in an increase in retained earnings of approximately NT$165,310 thousand.3. Decrease in Other Equity: Mainly due to a decrease of NT$18,801 thousand in unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income during the period.4. Decrease in Non-controlling Interests: Mainly because the liquidation of the subsidiary Hipact Tech Inc. was completed on March 15, 2025, and the remaining subsidiaries are all 100%-owned investments; therefore, non-controlling interests were reduced to zero. |
II. Review and analysis of financial performance (for the difference of at least $20\%$ between previous and later period and the amount totaled NT$10 million):
Unit: NT$ Thousand
| Year Account | 2024 | 2025 | Difference | Notes | |
|---|---|---|---|---|---|
| Amount | % | ||||
| Operating revenue, net | 4,873,350 | 6,527,781 | 1,654,431 | 33.95 | 1 |
| Operating costs | (3,430,868) | (4,964,475) | (1,533,607) | 44.70 | 1 |
| Gross income from operations | 1,442,482 | 1,563,306 | 120,824 | 8.38 | |
| Operating expenses | (1,149,206) | (1,207,566) | (58,360) | 5.08 | |
| Operating income (loss) | 293,276 | 355,740 | 62,464 | 21.30 | 1 |
| Non-operating income and expense | 60,098 | 19,783 | (40,315) | (67.08) | 2 |
| Net (loss) income before tax for the current period | 353,374 | 375,523 | 22,149 | 6.27 | |
| Income tax (expenses) benefits | (69,735) | (72,923) | (3,188) | 4.57 | |
| Net income from continuing operations in current period | 283,639 | 302,600 | 18,961 | 6.68 | |
| Net Income | 283,639 | 302,600 | 18,961 | 6.68 | |
| Explanation of the Analysis of Changes in the Ratio of Increase and Decrease :1. Increase in Operating Revenue, Operating Costs, and Operating Income: Mainly due to the successive acceptance of major projects during the period, resulting in revenue recognition and an increase in operating revenue. Related costs also increased accordingly, while gross profit grew. In addition, operating expenses were properly controlled, leading to an increase in net income.2. Decrease in Non-operating Income and Expenses: Mainly due to a decrease of NT$45,149 thousand in net foreign exchange gains or losses compared with the same period of the previous year. |
III $\cdot$ Cash flows :
(I) Analysis of cash liquidity in 2025:
Unit: NT$ Thousand
| Beginning cash balance (1) | Net cash flow from operating activities throughout the year (2) | Net cash flow from investing activities (3) | Net cash from financing activities (4) | Effect of exchange rate changes on cash and cash equivalents (5) | Cash surplus (deficit) amount (1) + (2) + (3) + (4) + (5) | Remedy for cash shortage | |
|---|---|---|---|---|---|---|---|
| Investment plan | Financial management plan | ||||||
| 513,975 | 1,793,986 | (273,270) | (1,288,458) | 131 | 746,364 | Not applicable | Not applicable |
| 1. Analysis of changes in cash flows for the year : (1) Operating activities: Cash inflows from operating activities were mainly due to the collection of accounts receivable and a decrease in inventories. (2) Investing activities: Cash outflows from investing activities were mainly due to the acquisition of property, plant and equipment. (3) Financing activities: Cash outflows from financing activities were mainly due to the repayment of short-term borrowings and short-term bills payable. 2. Remedial measures and liquidity analysis for expected cash inadequacy: There is no current issue of cash inadequacy. |
(II) Remedial measures and liquidity analysis for expected cash inadequacy: There was no cash inadequacy currently in 2025.
(III) Cash liquidity analysis for the following year :
Unit: NT$ Thousand
| Cash at beginning of year (1) | Expected cash flows from operating activities for the entire year (2) | Expected cash outflow for the entire year (3) | Expected sum of cash surplus (or inadequacy) (1) +(2) +(3) | Remedial measures for expected cash inadequacy | |
|---|---|---|---|---|---|
| Investment plan | Financing plan | ||||
| 746,364 | 280,063 | (310,583) | 715,844 | Not applicable | Not applicable |
| 1. Analysis of changes in cash flows for the year : (1) Operating Activities: Net cash inflows from operating activities are estimated to be NT$280,063 thousand, mainly due to the collection of customer payments upon acceptance of major projects in 2026 and a decrease in inventories. (2) Investing Activities: Cash outflows from investing activities are mainly due to the acquisition of property, plant and equipment and an increase in intangible assets. (3) Financing Activities: Cash outflows from financing activities are mainly due to the repayment of long-term and short-term borrowings and the distribution of cash dividends. 2. Remedial measures and liquidity analysis for expected cash inadequacy: There is no current issue of cash inadequacy. |
IV $\cdot$ Major Capital Expenditure Items : None.
V. Policy on investment in other companies, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming fiscal year :
(1) The Company's investment policy centers on its core business operations and does not engage in investments unrelated to its primary business. The Company has established procedures such as the "Investment Cycle" and the "Procedures for Acquisition or Disposal of Assets," and all investment plans are executed in accordance with these regulations. The profits or losses of the Company's investee companies for fiscal year 2025 are detailed in the following table. The Company currently has no investment plans for the upcoming year.
December 31, 2025 Unit: NT$ Thousand
| Investee Company | Investment Cost | Book Value at Year-End | Profit (Loss) of Investee Company for the Year | Recognized Investment Profit (Loss) |
|---|---|---|---|---|
| Mercuries Data Systems International LTD. | 738,652 | 167,912 | (2,629) | (2,629) |
| Hipact Tech. Inc. | 0 | 0 | (863) | (628) |
| Mercuries Information Systems International Co., Ltd. | 3,000 | 593 | (216) | (216) |
| Mercuries Life Insurance Co., Ltd. | 103,745 | 99,147 | 1,178,095 | 2,908 |
| Gamania Cloud-Force Co., Ltd. | 150,000 | 204,098 | 71,196 | 20,591 |
| Core Info Tech Limited (Hong Kong) | 715,423 | 168,788 | (2,637) | (2,637) |
The Company recognized investment gains and losses based on the financial statements of its investee companies, which were audited and certified by the CPA for the year 2025.
VI. For risks, the following items shall be analyzed and assessed for the most recent year up to the publication date of this Annual Report :
(1) Changes in interest rates, exchange rates, and inflation and how these may impact the Company's profit or loss and future response measures :
- The impact on the company's profit and loss:
| Item | 2025(NT$ thousands; %) |
|---|---|
| Net interest income (expense) | (33,135) |
| Net exchange gains and losses | (94) |
| Ratio of net interest income (expense) to operating revenue | (0.51) |
| Ratio of net interest income to net profit before tax | (8.82) |
| Ratio of net exchange gains and losses to net operating revenue | - |
| Ratio of net exchange gains and losses to net profit before tax | (0.03) |
2. Interest rate fluctuations:
The Company's net interest income and expenses for 2025 and 2024 were net expenses of NT$33,135 thousand and NT$38,776 thousand, respectively. As major projects were successively accepted in 2025, the Company had sufficient working capital, and its bank borrowing balance also decreased accordingly, resulting in a decline in net interest expenses. The Company expects that interest rate fluctuations over the next year will not be significant, and therefore net interest expenses are expected to remain within a reasonable range.
3. Exchange rate fluctuations
The Company primarily engages in the sale of financial automation equipment and the undertaking of government system integration and engineering projects. As such, the majority of sales are domestic, and the impact of exchange rate fluctuations is limited. However, a portion of the Company's purchases is denominated in Japanese Yen, US Dollars, and Euros. The Company recorded a net foreign exchange loss of NT$94 thousand in 2025 and a net foreign exchange gain of NT$45,055 thousand in 2024, representing $0.03\%$ and $12.75\%$ of income before tax, respectively. The Company gathers a wide range of exchange rate information and consolidates it for analysis to assess exchange rate trends. It closely monitors the timing and amount of foreign currency requirements and undertakes appropriate hedging operations to minimize the impact of exchange rate fluctuations on the Company.
4. Inflation
Due to the nature of the industry, inflation has no significant impact on the company's operations, the Company will continue to closely monitor inflation trends.
(II) The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main
reasons for the profits/losses generated thereby; and response measures to be taken in the future:
- Engagements in high-risk investments, highly leveraged investments, and derivative trading:
The company's financial policy is based on the principle of prudence and conservatism, and it does not engage in high-risk, high-leverage investments. Engaging in derivatives transactions follows the company's acquisition or disposal of assets processing procedures (including engaging in derivatives transactions). In addition to avoiding the market risk of foreign currency-denominated assets (liabilities) due to exchange rate fluctuations, it is not used for arbitrage and speculation, and timely adjusts the hedging strategy according to the company's operating conditions and market trends. Regularly evaluate the operation situation every month and present it to the management as a reference for judgment.
- Loans to other parties:
When loans to other parties the “Operating Procedures for Funds Lending to Others” will be complied with, and the Board of Director must resolve their consent before doing so. As of the printing date of the 2025 fiscal year's Annual Report, there is no case of lending funds to others.
- Endorsement and guarantees:
When endorsing and guaranteeing, the “Operating Procedures for Endorsements and Guarantees” will be complied with, and the Board of Director must resolve their consent before doing so. As of the printing date of the 2025 fiscal year's Annual Report, there is no endorsement guarantee situation.
(III) Research and development work to be carried out in the future, and further expenditures expected for research and development work:
The Company belongs to the information service sector. In order to implement the combination of enterprise customer application software with high-value information services, the Company will continue to develop a new generation of information products and unique financial products in the innovation fields based on the industrial technology expertise and satisfaction of customers' requirements as the ultimate R&D spirit. It is expected that the R&D expenses invested will remain at approximately NT$255,000 thousand annually and may be increased or decreased depending on the operating conditions.
(IV) Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:
The operating policies of the consolidated Company are handled pursuant to laws and regulations, while paying attention to important domestic and foreign policies and legal changes all the time, consulting relevant experts when necessary, and taking appropriate responses. As of the publication date of the Annual Report, there has been
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no material effects on the Company's financial operations due to important policies adopted and changes in the legal environment at home and abroad.
(V) Effect on the Company's financial operations of developments in science and technology (including cyber security risks) as well as industrial change, and measures to be taken in response:
The excellent technical team of the Company has the sensitivity to the innovative technologies of the technology industry, and can fully grasp the trends of market development, to evaluate and respond to the impacts on the Company's financial operations in real time, while improving the professional execution capability and technologies of various products, for increasing customer satisfaction. As of the date of publication of the Annual Report, technology changes have no material impact on the financial operations of the Company; in terms of information security risk control, the Company has established and implemented an information security management system and formulated information security policies; except regularly assessing the cyber security risks, and strengthening the cyber security knowledge internally, the Company also formulates the cyber security maintenance plans to implement the cyber security risk management. Please refer to the company's website and the explanation provided in Section V, 'Operational Overview,' and Section VI, 'ICT Security Management,' of this Annual Report.
(VI) Effect on the Company's crisis management of changes in the Company's corporate image, and measures to be taken in response:
The Company has always insisted the operating principles of professionalism and ethic. Through the continuous customer-oriented cultivation, strengthening and implementing quality awareness, improving precision of on-time delivery, strengthening the risk management and control, workforce streamlining, and improving manpower quality, strengthening information security management and personal data protection, among other measures, the Company has actively strengthened the Company's service quality, increased customers' trust in the Company and the management team's awareness of crisis management, to avoid crises from occurring; as of the publication date of the Annual Report, there has been no foreseeable of crisis.
(VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken:
During the recent year and as of the publication date of the Annual Report, the Company has had no merger and acquisition.
(VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken:
During the recent year and as of the publication date of the Annual Report, the Company has had no plant expansion.
(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
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-
Purchase: The Company sells the financial automation products as the agency of Hitachi's financial automation equipment from Japan, and the Company is the exclusive distributor in Taiwan. Although there is a concentration of purchases, the Company's sales in Taiwan are outstanding, with the complete financial automation solutions and services stations. All these factors have strengthened the long-term partnership between the original maker and the Company. The system integration business is mostly tendered in nature. Large-scale tenders usually sign contracts with original suppliers, so there is no risk of excessive consolidation.
-
Sales: Most of the Company's sales are tendered in nature. Each purchase project is independent, and there are multiple groups of competitors participating in the bidding. Whether each purchase case is awarded with the tender is not fully controlled by the Company.
(X) Impacts, risks, and response measures pertaining to major equity transfer or replacement of Directors, Supervisors, or shareholders holding more than ten percent (10%) of the Company's shares:
During the recent year and as of the publication date of the Annual Report, None of the above situations occurred. Please refer to pages 126-129 of this Annual Report for further details.
(XI) Impacts, risks, and response measures pertaining to changes in ownership: During the recent year and as of the publication date of the Annual Report, None of the above situations occurred.
(XII) Any litigious or non-litigious matters or administrative disputes up to the publication date of the Annual Report where the Company and its Directors, President, actual person in charge, and major shareholders holding more than 10% of the Company's shares, and affiliated companies that have been concluded by means of a final judgment or are still under litigation, to be a party thereof, and where the results thereof could materially affect shareholders' equity or prices of the Company's securities, as well as the facts of the dispute, amount of money at stake, start date of litigation, and main parties to the litigation: None.
(XIII) Other material risks and response measures: None.
VII. Other Important Matters: None.
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Chapter 6. Special Disclosure
I. Affiliated Enterprise Information
The consolidated business report, consolidated financial statements, and the report on affiliated enterprises for fiscal year 2025 are available on the Market Observation Post System (MOPS) website. Shareholders may access these documents by visiting the following link: 【Market Observation Post System > Single Company > Electronic Document Download > Related Party Transactions Section】, entering the company code 2427, and selecting the desired fiscal year.
II. Private Placement Securities in the Most Recent Years
None.
III. Other Necessary Supplement
None.
Chapter 7. Any event which has a material impact on the shareholders' equity or securities prices as prescribed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act that has occurred in the most recent year up to the publication date of this Annual Report: None.
MERCURIES DATA SYSTEMS LTD.
Chairman : Chen, Hsiang-Chung