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Mega Union — Annual Report 2025
Jun 4, 2026
52671_rns_2026-06-04_4627205c-e24c-4e4d-99d7-3b30a01e51a3.pdf
Annual Report
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Stock Code: 6944

mega union
MEGA UNION TECHNOLOGY INCORPORATED
2025 Annual Report
Publication Date: May 6, 2026
Website: http://mops.twse.com.tw
Notice to Readers This English version of the Annual Report is a summary translation of the Chinese version and is provided for reference only and is not an official version filed for the Annual General Meeting of Shareholders. If there are any discrepancies between the English and Chinese versions, the Chinese version shall prevail.
-
The name, title, telephone number, and e-mail address of the spokesman and acting spokesman:
Spokesperson : Chin Pao Hua
Title : Senior Associate Vice President, Finance and Accounting Department
Telephone : +886-3-362-0101#2800
Email : [email protected]
Acting Spokesperson : Chou Hsiang Ling
Title : Manager, Finance & Accounting Department
Telephone : +886-3-362-0101#2801
Email : [email protected] -
Company's headquarter, branch offices, and factories contact information:
Corporate Headquarter : No. 439-3, Taoying Rd., Taoyuan Dist., Taoyuan City
Tel. : +886-3-362-0101
Taoyuan Factory : No. 439-3, Taoying Rd., Taoyuan Dist., Taoyuan City
Tel. : +886-3-362-0101
Hsinchu Recycling Factory : No. 20, Renzheng Rd., Hukou Township, Hsinchu County
Tel. : +886-3-597-6028
Taichung Factory & Office : No. 7, 33rd Rd., Industrial Zone, Xitun Dist., Taichung
Tel. : +886-4-2350-2300
Tainan Factory & Office : No. 36, Kanxi Rd., Xinshi Dist., Tainan City
Tel. : +886-6-589-1366
Tainan Guantian Factory I : No. 27, Gongye Rd., Guantian Dist., Tainan City
Tel. : +886-6-693-5713 -
Stock Transfer Agent:
Company : Fubon Securities Co., Ltd. – Stock Affairs Agent
Address : 11F., No.17, Xuchang St., Zhongzheng Dist., Taipei City
Website : https://www.fbs.com.tw
Tel : +886-2-2361-1300 -
Auditors:
Auditors : Tsai Pei Hua and Liao Fu Ming
CPA Firm : PricewaterhouseCoopers Taiwan
Address : 27F, No.333., Sec. 1, Keelung Rd, Taipei City, Taiwan 11012, R.O.C.
Website : http://www.pwc.tw
Tel : +886-2-2729-6666 -
Overseas Securities Exchange: Not applicable.
- Corporate Website: http://www.megaunion-tw.com/
Contents
PART I. LETTER TO SHAREHOLDERS ... 1
PART II. CORPORATE GOVERNANCE REPORT ... 4
1. DIRECTORS, PRESIDENT, VICE PRESIDENT, ASSISTANT VICE PRESIDENT AND DEPARTMENT HEADS ... 4
2. REMUNERATIONS PAID TO THE DIRECTORS, PRESIDENT AND VICE PRESIDENT IN THE MOST RECENT FISCAL YEAR (2025) ... 15
3. IMPLEMENTATION OF CORPORATE GOVERNANCE ... 21
4. AUDIT FEES ... 52
5. INFORMATION REGARDING CHANGE OF ACCOUNTANTS ... 52
6. THE CHAIRPERSON, PRESIDENT AND THE MANAGER IN CHARGE OF FINANCE OR ACCOUNTING MATTERS WHO HAS WORKED FOR THE INDEPENDENT AUDITOR OR RELATED PARTIES IN THE MOST RECENT YEAR ... 52
7. INFORMATION ON SHAREHOLDING TRANSFER AND PLEDGE BY DIRECTORS, DEPARTMENT HEADS AND SHAREHOLDERS WITH OVER 10% SHAREHOLDING IN THE MOST RECENT YEAR AND UP TO THE PRINTING OF THE ANNUAL REPORT ... 53
8. RELATIONSHIP INFORMATION AMONG THE TOP TEN SHAREHOLDERS AND ANY ONE IS A RELATED PARTY PR A RELATIVE WITHIN THE SECOND DEGREE OF KINSHIP OF ANOTHER ... 55
9. THE SHAREHOLDING OF THE SAME INVESTED COMPANY BY THE COMPANY, THE DIRECTORS, THE MANAGERS OR OTHER BUSINESS THAT IS CONTROLLED BY THE COMPANY DIRECTLY OR INDIRECTLY ... 56
PART III. CAPITAL OVERVIEW ... 57
1. CAPITAL AND SHARES ... 57
2. BONDS ... 60
3. PREFERRED STOCK ... 60
4. GLOBAL DEPOSITORY RECEIPTS ... 60
5. EMPLOYEE SHARE SUBSCRIPTION WARRANTS ... 61
6. EMPLOYEE STOCK OPTIONS ... 63
7. STATUS OF NEW ISSUANCE IN CONNECTION WITH MERGERS AND ACQUISITIONS ... 63
8. FINANCING PLANS AND IMPLEMENTATION ... 63
PART IV. OPERATIONAL OVERVIEW ... 64
1. BUSINESS ACTIVITIES ... 64
2. MARKET AND SALES OVERVIEW ... 78
3. THE EMPLOYEE PROFILE FOR THE RECENT TWO YEARS AND AS OF THE PRINTING DATE OF ANNUAL REPORTS IS AS FOLLOWS ... 90
4. ENVIRONMENTAL PROTECTION EXPENDITURE ... 90
5. LABOR RELATIONS ... 90
6. INFORMATION AND COMMUNICATION SECURITY MANAGEMENT ... 92
7. SIGNIFICANT CONTRACTS ... 94
PART V. REVIEW AND ANALYSIS OF THE COMPANY'S FINANCIAL POSITION AND FINANCIAL PERFORMANCE, AND THE LISTING OF RISKS ... 95
1. FINANCIAL OVERVIEW ... 95
2. FINANCIAL PERFORMANCE ... 96
3. ANALYSIS OF CASH FLOW ... 97
4. THE EFFECT UPON FINANCIAL OPERATIONS OF ANY MAJOR CAPITAL EXPENDITURES DURING THE MOST RECENT FISCAL YEAR ... 98
5. INVESTMENT POLICY IN THE CURRENT FISCAL YEAR, MAIN REASONS FOR PROFITS OR LOSSES, IMPROVEMENT PLANS AND THE INVESTMENT PLANS FOR THE COMING YEAR ... 99
6. ANALYSIS OF RISK MANAGEMENT ... 100
7. OTHER IMPORTANT MATTERS ... 106
PART VI. OTHER ITEMS DESERVING SPECIAL MENTION ... 106
1. RELATED PARTY INFORMATION ... 106
2. PRIVATE PLACEMENT SECURITIES IN THE MOST RECENT FISCAL YEAR AND THROUGH THE DATE OF PUBLICATION OF THIS ANNUAL REPORT ... 106
3. OTHER DISCLOSURES ... 106
PART VII. ANY OF THE SITUATIONS LISTED IN ARTICLE 36, PARAGRAPH 3, SUBPARAGRAPH 2 OF THE SECURITIES AND EXCHANGE ACT OF TAIWAN, WHICH MIGHT MATERIALLY AFFECT SHAREHOLDERS' EQUITY OR THE PRICE OF THE COMPANY SECURITIES, HAS OCCURRED DURING THE MOST RECENT FISCAL YEAR OR THROUGH THE DATE OF PUBLICATION OF THIS ANNUAL REPORT ... 106
II
Part I. Letter to Shareholders
- 2025 Operating Results:
(1) Operating Results
Unit: NT$ thousands ; %
| Item | 2025 | 2024 | Increase (decrease) | YoY Change % |
|---|---|---|---|---|
| Operating Revenue | 16,912,921 | 10,300,194 | 6,612,727 | 64.20 |
| Gross Profit | 3,823,391 | 2,348,517 | 1,474,874 | 62.80 |
| Net Income After Tax | 2,371,525 | 1,512,088 | 859,437 | 56.84 |
| Earnings Per Share (NT$) | 32.29 | 22.33 | 9.96 | 44.60 |
(2) Achievement of Financial Forecast: Not applicable, as the Company did not prepare financial forecasts.
(3) Financial Performance Analysis:
Unit: NT$ thousands ; %
| Category | 2025 | 2024 |
|---|---|---|
| Financial Summary | ||
| Operating Revenue | 16,912,921 | 10,300,194 |
| Gross Profit | 3,823,391 | 2,348,517 |
| Net Income After Tax | 2,371,525 | 1,512,088 |
| Profitability Analysis | ||
| ROA | 19.01 | 17.18 |
| ROE | 37.95 | 38.49 |
| Operating Income to Paid-in Capital | 406.21 | 278.79 |
| Pre-tax Profit to Paid-in Capital | 411.39 | 285.11 |
| Net Profit Margin | 14.02 | 14.68 |
| EPS (NT$) | 32.29 | 22.33 |
(4) Research and Development
The Company's consolidated R&D expenditures for 2025 and 2024 amounted to NT$70,856 thousand and NT$62,029 thousand, respectively, representing 0.42% and 0.60% of consolidated revenue.
Mega Union continues to build strong competitive advantages through customer-driven R&D initiatives aligned with evolving semiconductor industry trends, with a primary focus on advanced semiconductor wastewater treatment and resource recovery technologies. In 2025, the Company achieved significant progress in technological innovation, obtaining four patents and successfully developed four core technologies and two innovative products.
Through continuous investment in research and development, the Company has further enhanced its wastewater treatment and recycling capabilities while addressing increasingly stringent environmental regulations and the evolving technical requirements of advanced semiconductor manufacturing processes.
- 2026 Business Plan
(1) Business Strategy
The Company is a leading integrated water resource solutions provider serving the semiconductor and high-tech industries. Offering a comprehensive range of services, including ultrapure water systems, wastewater treatment systems, wastewater recycling systems, operation and maintenance ("O&M") services, resource recovery and reuse, as well as related consumables and chemical products.
In recent years, the Company has continued to expand its environmentally sustainable water resource solutions while strengthening its R&D capabilities to address the environmental requirements arising from advanced semiconductor manufacturing processes. Through these efforts, the Company seeks to achieve sustainable growth together with its customers through long-term strategic partnerships.
(2) Expected Sales Volume and Basis
The rapid expansion of AI and HPC-related semiconductor capacity continues to drive demand for advanced ultrapure water and wastewater recycling solutions.
Although capital expenditures in the high-tech industry continue to expand and capacity utilization rates remain at relatively high levels, the global macroeconomic environment continues to face uncertainties associated with geopolitical developments and international trade conditions. Nevertheless, demand for new water system construction projects and maintenance services is expected to remain on an upward trend.
Accordingly, Management expects sustained growth across the Company's core business segments, including engineering projects, consumables and maintenance services, resource recovery and recycling, chemical materials, and system operation services.
(3) Major Sales and Production Policies
Driven by customers' ongoing capacity expansion and capital investment, demand across the Company's business segments — including engineering projects, consumables and maintenance services, resource recovery and recycling, chemical materials, and system operation services — has continued to grow steadily.
To support customer expansion plans, the Company will continue expanding its production and service capacity. In line with customers' global fab expansion strategies, the Company will further enhance its domestic and international service network coverage in order to provide timely and high-quality fab construction support and O&M services in proximity to customers' manufacturing facilities.
The Company continues to expand its operational footprint across Taiwan, the U.S., Singapore, and China to support customers' global fab expansion strategies, where the Company continues enhancing its integrated water resource solution capabilities covering engineering projects, consumables and maintenance services, resource recovery and recycling, chemical materials, and system operation services.
- Future Development Strategies
(1) The Company will continue focusing on integrated water resource solutions for advanced manufacturing industries while strengthening value chain integration and improving engineering cost efficiency to enhance overall competitiveness together with its customers.
(2) Leveraging its integrated technological capabilities, the Company provides integrated water resource solutions that create long-term value for environmental sustainability, customers, and Mega Union. The Company will continue expanding its turnkey ultrapure water and wastewater recycling engineering services for high-tech industries.
(3) Through ongoing professional and technical training programs, the Company aims to
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further strengthen employees' technical expertise and project management capabilities, thereby enhancing customer satisfaction.
(4) In anticipation of future market demand, the Company will continue expanding its engineering, resource recovery and recycling, and O&M service capacities while extending service locations closer to customers' production bases to better meet customer needs.
(5) In line with customers' global expansion strategies, the Company intends to further increase investments in its subsidiaries in the U.S. and Singapore to support customers' new fab construction and O&M requirements. The Company will further strengthen both the depth and breadth of its service offerings, enhance integrated water resource solutions, and reinforce market risk management with the objective of maximizing shareholder value.
(6) The Company remains committed to strengthening corporate governance and sustainability practices through enhanced internal controls, Board oversight, and risk management mechanisms to ensure transparent operations and protect stakeholder interests.
- Impact of External Competitive Environment, Regulatory Environment and Macroeconomic Environment:
Amid an increasingly competitive market environment, the Company continues to strengthen its professional expertise and engineering experience in water treatment and resource recovery while enhancing value chain integration and improving engineering cost efficiency.
Over the years, the Company has established competitive advantages in technology, quality, capacity management, and cost efficiency, positioning itself to capture additional growth opportunities arising from industry expansion trends.
Management continues to closely monitor regulatory developments and evolving industry standards and remains committed to compliance with applicable laws and regulations while continuously strengthening corporate governance practices. Overall, regulatory developments are not expected to materially adversely affect the Company's operations. As global attention to water resource management and environmental sustainability continues to increase, customers are placing greater emphasis on both the quality and quantity requirements of water systems, generating additional growth opportunities for the Company. In response, the Company continues developing relevant technologies and solutions to address evolving market demands.
From a macroeconomic perspective, uncertainties relating to geopolitical developments and international trade conditions remain. The Company will continue to closely monitor raw material availability and fluctuations in energy prices and will adjust its operating strategies accordingly to respond effectively to changes in the external environment.
Chairperson: Kuo-Ching Lin
Part II. Corporate Governance Report
- Directors, President, Vice President, Assistant Vice President and Department Heads
(1) Directors
a. Basic Information and Shareholdings of Directors
As of April 30, 2026
Unit: Shares ; %
| Position | Nationality or registered origin | Name | Gender / Age Group | Election Date | Position | Initial appoint. date | Shares at time of appointment | Current shares held | Spouse & minor's shares | Shares held in the name of others | Experience / education | Current Positions Held at the Company and Other Companies | Relationships Among Directors and Management | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Title | Name | Relation | ||||||||||
| Chairperson | ROC | Lin Kuo Ching | Male 51-60 | 2023/3/8 | 3 | 2007/08/22 | 1,975,996 | 3.25 | 2,506,141 | 3.27 | - | - | 3,733,143 | 4.87 | Master of Environmental Engineering, National Chiao Tung University | |||||
| Chief Technology Officer, MEGA UNION TECHNOLOGY INC. | Chief Executive Officer, MEGA UNION TECHNOLOGY INC. | |||||||||||||||||||
| Representative of Po Yun Investment Co., Ltd. | - | - | - | Note | ||||||||||||||||
| Director | ROC | Easy Win International Investment Ltd. | - | 2023/3/8 | 3 | 2022/06/24 | 1,200,000 | 1.97 | 1,320,000 | 1.72 | - | - | 755,452 | 0.99 | - | - | - | - | - | - |
| ROC | Representative : Tsao I Chang | Male 61-70 | - | 3 | 2007/08/22 | 562,411 | 0.92 | 755,452 | 0.99 | 649,226 | 0.85 | 1,320,000 | 1.72 | Master of Civil Engineering (Environmental Engineering Division), New Jersey Institute of Technology | ||||||
| VP of Ionics Taiwan Inc. | President, MEGA UNION TECHNOLOGY INC. | |||||||||||||||||||
| Representative of Easy Win International Investment Ltd. | - | - | - | - | ||||||||||||||||
| Director | ROC | Chen Yi Hui | Female 61-70 | 2023/3/8 | 3 | 2016/06/20 | 1,690,509 | 2.78 | 1,844,159 | 2.40 | - | - | - | - | Chemical Engineering, National Taipei Institute of Technology | Director, Weibao Construction Co., Ltd. | ||||
| Representative of Weishuo Industrial Co., Ltd. | - | - | - | - |
| Position | Nationality or registered origin | Name | Gender / Age Group | Election Date | Tenure | Initial appoint. date | Shares at time of appointment | Current shares held | Spouse & minor's shares | Shares held in the name of others | Experience / education | Current Positions Held at the Company and Other Companies | Relationships Among Directors and Management | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Title | Name | Relation | ||||||||||
| Director | ROC | Chou Chih Ming | Male 51-60 | 2023/3/8 | 3 | 2007/08/22 | 367,154 | 0.60 | 821,869 | 1.07 | 897,867 | 1.17 | 794,086 | 1.04 | Marine Environmental Engineering, National Kaohsiung University of Science and Technology Service Manager, Ionics Taiwan Inc. | Vice President("VP"), MEGA UNION TECHNOLOGY INC. Legal Representative, Director and President, Shanghai Mega Union Environmental Technology Co., Ltd. Legal Representative, Director and President, Mega Union Environmental Technology (Nanjing) Co., Ltd. President, Mega Union Technology Global Private Limited Responsible Person, Xin Yan Investment Co., Ltd. | - | - | - | |
| Independent Director | ROC | Lee Tung Tsan | Male 51-60 | 2023/3/8 | 3 | 2023/3/8 | - | - | - | - | - | - | - | - | Master of Law, Soochow University Master of Accounting and Finance, University of Manchester Institute of Science and Technology, UK Deputy General Manager, Hua Hong Information Co., Ltd. Senior Manager, Finance and Investor Relations Department, Rotam Global AgroSciences Ltd. | - | - | - | ||
| Independent Director | ROC | Tang Min Tse | Male 51-60 | 2023/3/8 | 3 | 2023/3/8 | - | - | - | - | - | - | - | - | Bachelor of Commerce, Soochow University Master of Finance, University of Glasgow, UK Manager, Deloitte & Touche Senior Manager, Ernst & Young Practicing CPA, Yap Partners CPAs | Certified Public Accountant, Cheng & Cheng CPAs | - | - | - |
| Position | Nationality or registered origin | Name | Gender / Age Group | Election Date | Tenure | Initial appoint. date | Shares at time of appointment | Current shares held | Spouse & minor's shares | Shares held in the name of others | Experience / education | Current Positions Held at the Company and Other Companies | Relationships Among Directors and Management | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Title | Name | Relation | ||||||||||
| Independent Director | ROC | Chang Tsung Liang | Male 51-60 | 2023/3/8 | 3 | 2023/3/8 | - | - | - | - | - | - | - | - | Ph.D. in Environmental Engineering, Department of Civil Engineering, National Chiao Tung UniversityChair, Department of Environmental Engineering and Health, Yuanpei University of Medical TechnologyPublic Construction Review Committee Member, Environmental Impact Assessment Committee Member, Environmental Education Committee Member | Associate Professor, Department of Environmental Engineering and Health, Yuanpei University of Medical Technology | - | - | - | |
| Independent Director | ROC | Shiue Jih Jonu | Male 51-60 | 2023/9/28 | 3 | 2023/9/28 | - | - | - | - | - | - | - | - | Master, Power Mechanical Engineering, National Tsing Hua UniversityDirector of R&D Division, HTC Corporation | - | - | - | - |
Note: The Chairperson concurrently serves as the Chief Executive Officer in order to enhance operational efficiency and facilitate effective execution of business strategies. In addition, the Company has established the position of President. Both the Chairperson and the President maintain close and thorough communication with the Board of Directors regarding the Company's operations and strategic directions. Furthermore, the Board of Directors comprises four Independent Directors. All members of the functional committees are Independent Directors, who deliberate extensively on key matters and provide recommendations to the Board. To uphold and strengthen the principles of corporate governance, a majority of the current Board members do not concurrently serve as employees or managerial officers of the Company.
b. Major Institutional Shareholders:
As of April 30, 2026
Unit: Shares; %
| Name of institutional shareholders | Major investors of the institutional shareholders | Share |
|---|---|---|
| Easy Win International Investment Ltd. | Tsao, I-Chang | 41.6 |
| Chen, Yun-Li | 32.6 | |
| Tsao, Ting-Chun | 12.9 | |
| Tsao, Ting-Yun | 12.9 |
c. Major Shareholders of the Institutional Investors Listed: None.
d. Disclosure of directors' professional qualifications and the independence of the independent directors:
| Qualifications
Name | Professional qualifications and experience | independence information (Note) | Currently also independent director of other publicly listed companies (No. of companies) |
| --- | --- | --- | --- |
| Lin Kuo Ching | 1. None of the circumstances listed under Article 30 of the Company Act apply.
2. For relevant educational background and work experience, please refer to 1 (1). Information of Directors. | Not Applicable. | 0 |
| Easy Win International Investment Ltd.
Representative: Tsao, I-Chang | As stated above. | Not Applicable. | 0 |
| Chen Yi Hui | As stated above. | Not Applicable. | 0 |
| Chou Chih Ming | As stated above. | Not Applicable. | 0 |
| Lee Tung Tsan | As stated above. | 1. Neither the Independent Director nor his/her spouse, nor any relative within the second degree of kinship holds a position as a Director or employee of the Company or any of its affiliated enterprises.
2. Neither the Independent Director nor his/her spouse, nor any relative within the second degree of kinship (including through nominee arrangements) holds any shares of the Company, whether in number or percentage.
3. I do not serve as a Director or employee of any entity having a specific relationship with the Company, as defined in Subparagraphs 5 to 8, Paragraph 1, Article 3 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
4. I have not received any remuneration within the past two years for providing commercial, legal, financial, or accounting services to the Company or any of its affiliated enterprises. | 0 |
| Tang Min Tse | As stated above. | As stated above. | 0 |
| Chang Tsung Liang | As stated above. | As stated above. | 0 |
| Shiue Jih Jonq | As stated above. | As stated above. | 0 |
Note: Independence status during the two years prior to the election and during the term of service as an
Independent Director. (Applicable cases are disclosed in the table above.)
(1) Not an employee of the Company or any of its affiliated enterprises.
(2) Not a Director of the Company or any of its affiliated enterprises (except where the individual concurrently serves as an Independent Director for the Company and its parent company, subsidiary, or a subsidiary of the same parent company, in accordance with the Company Act or applicable local laws).
(3) Not a natural-person shareholder who, either individually or jointly with a spouse, minor children, or others under their name, holds 1% or more of the total outstanding shares of the Company, or ranks among the top ten shareholders in terms of shareholding.
(4) Not a managerial officer listed in item (1), nor a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of any person listed in items (2) or (3).
(5) Not a Director, or employee of a corporate shareholder that directly holds 5% or more of the total issued shares of the Company, ranks among the top five shareholders, or has appointed a representative to serve as a Director of the Company pursuant to Paragraph 1 or Paragraph 2 of Article 27 of the Company Act (except where such concurrent position is held by an Independent Director appointed in accordance with the Company Act or applicable local laws by the Company and its parent company, subsidiary, or another subsidiary of the same parent company).
(6) Not a Director, or employee of another company whose board seats or shares with voting rights in the Company are controlled by the same person in excess of 50% (except for concurrently serving Independent Directors as specified above).
(7) Not a Director (or Supervisor), or employee of another company or institution where the Chairperson or President (or equivalent position) is the same individual as, or the spouse of, the Company's Chairperson or President (except for concurrently serving Independent Directors as specified above).
(8) Not a Director (or Supervisor), managerial officer, or shareholder holding more than 5% equity in any specific company or institution that has financial or business dealings with the Company (except where such company or institution holds 20% or more but less than 50% of the Company's total issued shares and the concurrent position is that of an Independent Director as specified above).
(9) Not a professional, sole proprietorship, partnership, firm, or institution — or a partner, Director (or Supervisor), managerial officer, or spouse thereof — who provides auditing services or who has, within the past two years, received cumulative remuneration exceeding NTS500,000 for business, legal, financial, or accounting services rendered to the Company or any of its affiliated enterprises. However, this does not apply to members of the Compensation Committee, the Tender Offer Review Committee, or the Special Committee for Mergers and Acquisitions who perform their duties in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
(10) Not a spouse or a relative within the second degree of kinship of any other Director of the Company.
(11) Not subject to any of the circumstances set forth under Article 30 of the Company Act.
(12) Not elected as a government agency, juristic person, or the representative thereof under Article 27 of the Company Act.
8
e. Board of Directors Diversity and Independence:
The Company's Board of Directors consists of eight directors with diverse professional backgrounds, including four non-independent directors and four independent directors. Members of the ninth Board of Directors possess a wide range of industry experience and professional expertise. Mr. Lin Kuo Ching, Representative Tsao, I-Chang of Easy Win International Investment Ltd., and Mr. Chou Chih Ming each have extensive industry knowledge and expertise in chemical engineering, environmental engineering, and engineering design, as well as strong capabilities in business management and decision-making. Ms. Chen Yi Hui specializes in operational judgment, business management, accounting, and financial analysis and practices. With respect to independent directors, Mr. Lee Tung Tsan, Mr. Tang Min Tse, Mr. Chang Tsung Liang, and Mr. Shiue Jih Jonq each possess professional expertise in areas including chemical and environmental engineering, financial analysis, legal practice, engineering design, and business decision-making. Overall, three members of the Board are employee representatives (accounting for 37.5%), while five directors are non-management directors (accounting for 62.5%).
(a) Achievement of Diversity Policy Management Objectives:
| Management Objectives | Achievement Status |
|---|---|
| At least one-third of the directors possess expertise in chemical engineering, environmental engineering, or engineering design | Achieved |
| At least one-third of the independent directors possess expertise in law, finance and accounting, or chemical/environmental engineering | Achieved |
| Directors of any single gender shall not account for less than one-third of the total number of directors | Not Yet Achieved |
| Criteria | Basic Qualifications& Values | Industry Experience | Professional Competence | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nationality | Gender | Employee Status | Age Group | Title | Industry Knowledge | Industry Judgment | Business Management | Business Judgment | Accounting and Financial Analysis | Decision-Making | Chemical/Environmental Engineering | Engineering Design |
| Lin Kuo Ching | ROC | Male | V | 51-60 | Director | V | V | V | V | V | V | V | V |
| Easy Win International Investment Ltd. Representative: Tsao, I-Chang | ROC | Male | V | 61-70 | Director | V | V | V | V | V | V | ||
| Chen Yi Hui | ROC | Female | 61-70 | Director | V | V | V | V | V | ||||
| Chou Chih Ming | ROC | Male | V | 51-60 | Director | V | V | V | V | V | V | V | V |
| Lee Tung Tsan | ROC | Male | 51-60 | Independent Director | V | V | V | V | V | ||||
| Tang Min Tse | ROC | Male | 51-60 | Independent Director | V | V | V | V | V | ||||
| Chang Tsung Liang | ROC | Male | 51-60 | Independent Director | V | V | V | V | V | ||||
| Shiue Jih Jonq | ROC | Male | 51-60 | Independent Director | V | V | V | V |
(b)Explanation for Not Meeting Gender Diversity Target:
The proportion of Female directors on the Company's ninth Board of Directors has not reached one-third. The main reasons are as follows:
Industry Talent Structure:
The Company operates in the high-tech industrial water treatment and environmental engineering sectors, where the talent pool (e.g., chemical engineering, electromechanical engineering, and engineering design) has historically concentrated in engineering-related professions. As a result, the Company continues to broaden its director candidate pipeline and enhance gender diversity in future board nominations while taking into consideration industry expertise and operational needs.
Continuity of Management Decision-Making:
The current Board members possess the critical technical expertise, market development capabilities, and international operational experience required for the Company's current stage of development. To ensure continuity in decision-making, professional alignment, and team stability, priority was given to maintaining the existing board composition with proven practical experience in the most recent election.
- Priority on Complementary Expertise:
Given the limited number of board seats, the composition of both non-independent and independent directors emphasizes complementarity across professional domains (such as legal, financial, and environmental engineering expertise). This has constrained the Company's ability to adjust gender balance in the short term.
(c) Future Plans to Enhance Board Gender Diversity
Although no additional Female director seats were planned in the most recent election, the Company recognizes the value of diversity in corporate governance and intends to implement the following measures:
-
Ongoing Identification through Functional Committees:
Through the newly established Sustainability Development and Nomination Committee, the Company will continue to identify female professionals with expertise in environmental sustainability, risk management, and digital transformation, and include them in the candidate pipeline for future board nominations. -
Development of Internal Female Executives:
The Company will actively promote and cultivate female professionals into senior management positions and arrange their participation in board reporting and decision-making meetings, thereby building a pipeline of potential internal director candidates. -
Continue Promoting Board Diversity Awareness:
The Company will regularly promote the importance of diversity and global trends to Board members and plans to periodically review the Board composition in future terms, with the long-term objective of ensuring that directors of either gender account for no less than one-third of the total Board seats.
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(2) Information on the president, vice president, senior manager, department and branch
As of April 30, 2026
Unit: Shares; %
| Position | Nationality or registered origin | Name | Gender | Appoint. date | Current shares held | Spouse & minor's shares | Shares held in the name of others | Experience / education | Current Positions Held at the Company and Other Companies | Other executive, director or as spouse or second degree relative | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Title | Name | Relation | ||||||||
| CEO | ROC | Lin Kuo Ching | Male | 2009/3/1 | 2,506,141 | 3.27 | - | - | 3,733,143 | 4.87 | Master of Environmental Engineering, National Chiao Tung University Chief Technology Officer, MEGA UNION TECHNOLOGY INC. | Representative of Po Yun Investment Co., Ltd. | - | - | - | (Note 1) |
| President | ROC | Tsao I Chang (Note 3) | Male | 2005/8/1 | 755,452 | 0.99 | 649,226 | 0.85 | 1,320,000 | 1.72 | Master of Civil Engineering (Environmental Engineering Division), New Jersey Institute of Technology VP of Ionics Taiwan Inc.(Note 2) | Representative of Easy Win International Investment Ltd. | - | - | - | - |
| Senior Vice President ("SVP") | ROC | Chou Chih Ming (Note 4) | Male | 2005/5/1 | 821,869 | 1.07 | 897,867 | 1.17 | 794,086 | 1.04 | Marine Environmental Engineering, National Kaohsiung University of Science and Technology Service Manager, Ionics Taiwan Inc. | Legal Representative, Director and President, Shanghai Mega Union Environmental Technology Co., Ltd. Legal Representative, Director and President, Mega Union Environmental Technology (Nanjing) Co., Ltd. President, Mega Union Technology Global Private Limited Responsible Person, Xin Yan Investment Co., Ltd. | - | - | - | - |
| SVP | ROC | Chiang Yung Cheng | Male | 2005/11/1 | 448,643 | 0.59 | - | - | - | - | Master of Environmental Engineering, National Taiwan University. Environmental Engineer, Jih Pin Technology Co., Ltd. | Representative & President of Mega Union Technical Services Inc. | - | - | - | - |
| Position | Nationality or registered origin | Name | Gender | Appoint. date | Current shares held | Spouse & minor's shares | Shares held in the name of others | Experience / education | Current Positions Held at the Company and Other Companies | Other executive, director or as spouse or second degree relative | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Title | Name | Relation | ||||||||
| SVP | ROC | Chen Kuan Ying | Male | 2005/8/25 | 230,072 | 0.30 | - | - | 1,331,726 | 1.74 | Environmental Engineering, Vanung University (formerly Van Nung Institute of Technology). Engineering Manager, Ionics Taiwan Inc. | Representative of Guan Pu Investment Co., Ltd. | - | - | - | - |
| SVP | ROC | Chen Ching Lien | Male | 2005/9/26 | 156,945 | 0.20 | 751,325 | 0.98 | 400,000 | 0.52 | Master of Environmental Engineering, National Central University. Project Manager, Ionics Taiwan Inc. | Responsible Person and Director, Mega Union Technology Global Private Limited Supervisor of Arai Innovation Co., Ltd. Director and President, of Muaqua Engineering Inc. | - | - | - | - |
| Senior Associate Vice President ("SAVP") | ROC | Chan Tzu Long | Male | 2005/7/12 | 636,828 | 0.83 | 110,000 | 0.14 | - | - | Mechanical Engineering, Hua Hsia University of Technology. Plant Manager, Ionics Taiwan Inc. | - | - | - | - | - |
| SAVP, Chief Financial Officer("CFO") & Corporate Governance Officer("CGO") | ROC | Chin Pao Hua | Male | 2019/9/2 | 116,584 | 0.15 | - | - | - | - | Master of Agricultural Economics, National Taiwan University Associate Finance Director, Rotam Global AgroSciences Co., Ltd., Taiwan Branch | Independent Director, Wanda Photonics Co., Ltd. Supervisor of Shengda Venture Capital Co., Ltd. | - | - | - | - |
| SAVP | ROC | Hsiao Ya Ting | Female | 2006/4/1 | 194,248 | 0.25 | - | - | 200,000 | 0.26 | Management, Ching-Chong Business College. Materials Specialist, Ionics Taiwan Inc. | Representative of Yun Ching Industrial Co., Ltd. | - | - | - | - |
| SAVP | ROC | Lin Hung En | Male | 2013/5/1 | 80,327 | 0.10 | - | - | 120,000 | 0.16 | Master of Chemical Engineering, National Taipei University of Technology Manager, Chemical Materials Dept, MEGA UNION TECHNOLOGY INC. | Representative of Cheng Feng Investment Co., Ltd. | - | - | - | - |
| Associate Vice President ("AVP") | ROC | Chen Chang Long | Male | 2025/1/8 | 72,110 | 0.09 | 400 | 0.00 | - | - | Environmental Engineering and Science, Chia Nan University of Pharmacy & Science. Manager, Project Planning Dept, MEGA UNION TECHNOLOGY INC. | - | - | - | - | - |
| Position | Nationality or registered origin | Name | Gender | Appoint. date | Current shares held | Spouse & minor's shares | Shares held in the name of others | Experience / education | Current Positions Held at the Company and Other Companies | Other executive, director or as spouse or second degree relative | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Share % | Number of Shares | Share % | Number of Shares | Share % | Title | Name | Relation | ||||||||
| AVP | ROC | Teng Wei Hsin | Female | 2005/7/21 | 349,542 | 0.46 | - | - | 55,000 | 0.07 | Business Administration, Yu Da University of Science and Technology Technical Service Engineer, Ionics Taiwan Inc. | Representative of Axin Industrial Co., Ltd. | - | - | - | - |
| SAVP | ROC | Wu Ping Jung | Male | 2010/7/21 | 90,600 | 0.12 | 1,000 | 0.00 | 150,000 | 0.20 | Environmental Engineering, National Ilan University Manager, Engineering Dept, MEGA UNION TECHNOLOGY INC. | Representative of Yan Hong Investment Co., Ltd. Vice President of Engineering, MUAQUA ENGINEERING INC. | - | - | - | - |
| AVP & Chief R&D Officer | ROC | Shiu Shr Han | Male | 2026/1/1 | 71,734 | 0.09 | - | - | 150,000 | 0.20 | Master's Degree, Department of Chemical Engineering, National Taiwan University of Science and Technology Senior Manager, Division I, Technology Development Department, MEGA UNION TECHNOLOGY INC. | Representative, Yi Guan Co., Ltd. | - | - | - | - |
| AVP | ROC | Hou Chieh Yao | Male | 2026/1/1 | 30,000 | 0.04 | 12,660 | 0.02 | 96,100 | 0.13 | Master's Degree, Institute of Environmental Engineering, National Chiao Tung University Senior Manager, Division II, Technology Development Department, MEGA UNION TECHNOLOGY INC. | Representative, Zhi Yao Investment Co., Ltd. | - | - | - | - |
| AVP& Chief Sustainability Officer ("CSO") | ROC | Liao Nü Hsiu | Female | 2025/3/13 | 72,849 | 0.09 | - | - | - | - | Master of Industrial Engineering and Management, Yuan Ze University Senior Engineer, Tatung Co. | - | - | - | - | - |
| Sr. Mgr. (F&A) & Head of Acctg. | ROC | Chou Hsiang Ling | Female | 2020/2/3 | 28,200 | 0.04 | - | - | - | - | Accounting and Foreign Languages, Tunghai University. Audit Manager, Deloitte Taiwan | - | - | - | - | - |
| Chief Internal Auditor | ROC | Chang Hui Chia | Female | 2019/1/15 | 24,174 | 0.03 | - | - | - | - | Finance, Ching Yun University of Science and Technology Auditor, Wuling United CPA Firm. | - | - | - | - | - |
Note 1: The Chairperson concurrently serves as the Chief Executive Officer in order to enhance operational efficiency and facilitate effective execution of business strategies. Both the Chairperson and the President maintain close and effective communication with the Board of Directors regarding the Company's operations and strategic direction.
Additionally, the Company has added one more seat for an Independent Director, bringing the total to four. The composition complies with the requirement that more than half of the Board members shall not concurrently serve as employees or managerial officers, thereby ensuring the Board's supervisory function remains intact.
Note 2: Ionics Taiwan Inc. was acquired by GE Water in 2004.
Note 3: Retired effective April 30, 2026.
Note 4: Appointed on May 1, 2026.
- Remunerations paid to the Directors, President and Vice President in the most recent fiscal year (2025)
(1) Remuneration of Directors and Independent Directors (Names disclosed in ranges in accordance with disclosure requirements)
Unit: NTS thousands : %
| Title | Name | Director remunerations | The ratio of the sum of the four items A, B, C and D to the after-tax net earnings | Pertinent remunerations doubling employees collect | Ratio of the sum of the seven items A, B, C, D, E, F and G to after-tax net earnings | Whether collecting remuneration as from reinvested entities beyond the subsidiaries | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Return (A) | Retirement benefits (B) | Directors' Remuneration (C) | Business Execution Expenses (D) | Wages, bonuses, allowances and other compensation. (E) | Retirement benefits (F) | Employees' Remuneration (G)(Note) | ||||||||||||||||
| The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | Stock bonus amount | Cash bonus amount | Cash bonus amount | Stock bonus amount | Cash bonus amount | Stock bonus amount | |||
| Chairperson | Lin Kuo Ching | - | - | - | - | 37,563 | 37,563 | 137 | 137 | 37,700 1.59 | 37,700 1.59 | 11,700 | 11,700 | - | - | 42,342 | - | 42,342 | - | 91,742 3.87 | 91,742 3.87 | - |
| Director | Easy Win International Investment Ltd. | |||||||||||||||||||||
| Representative of Director | Tsao I Chang | |||||||||||||||||||||
| Director | Chou Chih Ming | |||||||||||||||||||||
| Director | Chen Yi Hui | |||||||||||||||||||||
| Independent Director | Tang Min Tse | 2,640 | 2,640 | - | - | - | - | 134 | 134 | 2,774 0.12 | 2,774 0.12 | - | - | - | - | - | - | - | 2,774 0.12 | 2,774 0.12 | - | |
| Independent Director | Lee Tung Tsan | |||||||||||||||||||||
| Independent Director | Chang Tsung Liang | |||||||||||||||||||||
| Independent Director | Shiue Jih Jonq |
- Please state the policy, system, standards and structure of independent directors' remuneration payment, and describe the relevance to the amount of remuneration, responsibilities, risks, time invested and other factors:
(1) In accordance with the Company's Articles of Incorporation, the remuneration of Directors is authorized to be determined by the Board of Directors based on their level of participation in the Company's operations, the degree of contribution, and with reference to industry standards.
(2) According to the Company's "Regulations for the Remuneration of Directors, and Managerial Officers," the remuneration for Independent Directors is based on a fixed compensation system. Regardless of the Company's operational profit or loss, Independent Directors receive a fixed monthly remuneration and do not participate in the annual profit-sharing distribution for Directors. Transportation allowances for both Directors and Independent Directors are paid only to those in attendance at each respective meeting
- Other than above-mentioned changes, all the services provided recently in the Company by the members of the Board of Directors in relation to the financial report such as holding the position as non-employee consultants have not income any additional remuneration.
Note: The distribution of employee compensation for 2025 was approved by the Board of Directors on March 12, 2026, and is scheduled to be reported to the shareholders at the Annual General Meeting on June 25, 2026. As of the date of publication of this annual report, the distribution has not yet been executed. In addition, the employee compensation for 2024 and 2023 has not been fully distributed. Therefore, the estimated amount of employee compensation for 2024 is calculated based on the distribution ratio adopted in 2024 and 2023.
Remuneration Scale Table
| Remunerations dispensed to individual company directors by scale | Name of the directors | |||
|---|---|---|---|---|
| Total sum of the remunerations of the first four items (A+B+C+D) | Total sum of the first seven items ((A+B+C+D+E+F+G) | |||
| The Company | All companies stated in the financial statements | The Company | All companies stated in the financial statements | |
| Less than $1,000,000 | Tang Min Tse、Lee Tung Tsan、Chang Tsung Liang、Shiue Jih Jonq | Tang Min Tse、Lee Tung Tsan、Chang Tsung Liang、Shiue Jih Jonq | Tang Min Tse、Lee Tung Tsan、Chang Tsung Liang、Shiue Jih Jonq | Tang Min Tse、Lee Tung Tsan、Chang Tsung Liang、Shiue Jih Jonq |
| 1,000,000(inclusive)~2,000,000(exclusive) | - | - | - | - |
| 2,000,000(inclusive)~3,500,000(exclusive) | - | - | - | - |
| 3,500,000(inclusive)~5,000,000(exclusive) | Chen Yi Hui | Chen Yi Hui | Chen Yi Hui | Chen Yi Hui |
| 5,000,000(inclusive)~10,000,000(exclusive) | - | - | - | - |
| 10,000,000(inclusive)~15,000,000(exclusive) | Lin Kuo Ching、Chou Chih Ming、Easy Win International Investment Ltd. | Lin Kuo Ching、Chou Chih Ming、Easy Win International Investment Ltd. | - | - |
| 15,000,000(inclusive)~30,000,000(exclusive) | - | - | Chou Chih Ming、Easy Win International Investment Ltd. | Chou Chih Ming、Easy Win International Investment Ltd. |
| 30,000,000(inclusive)~50,000,000(exclusive) | - | - | Lin Kuo Ching | Lin Kuo Ching |
| 50,000,000(inclusive)~100,000,000(exclusive) | - | - | - | - |
| Over 100,000,000 | - | - | - | - |
| Total | 8 seats | 8 seats | 8 seats | 8 seats |
(2) Remunerations of the supervisors: Not applicable. All independent directors are to form an audit committee, which is to replace the auditors' fiduciary power, thus no remuneration will be dispensed to the auditors.
(3) The remunerations of the President and the Vice Presidents
a. The remunerations of the President and the Vice Presidents
Unit: NTS thousands; %
| Title | Name | Wage (A) | Retirement pension (B) | Bonus and special expense etc. (C) | Employee bonus amount in the earnings distribution (D) | Percentage of the total sum of the four items A, B, C and C to the after-tax net return (%) | Receiving Compensation from Investee Companies Other than Subsidiaries | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | Cash bonus amount | Stock bonus amount | Cash bonus amount | Stock bonus amount | Cash bonus amount | Stock bonus amount | The Company | All companies in the financial statements | |||
| CEO | Lin Kuo Ching | 18,452 | 23,097 | — | — | — | — | 73,541 | — | 73,541 | — | 91,993 | 3.88 | 96,638 | 4.07 | — |
| President | Tsao I Chang (Note 3) | |||||||||||||||
| VP | Chiang Yung Cheng | |||||||||||||||
| SVP | Chou Chih Ming (Note 4) | |||||||||||||||
| VP | Chen Kuan Ying | |||||||||||||||
| VP | Chen Ching Lien | |||||||||||||||
| VP | Lee Mei Ying (Note 2) |
Note 1: The distribution of employee compensation for 2025 was approved by the Board of Directors on March 12, 2026, and is scheduled to be reported to the shareholders at the Annual General Meeting on June 25, 2026. As of the date of publication of this annual report, the distribution has not yet been executed. In addition, the employee compensation for 2024 and 2023 has not been fully distributed. Therefore, the estimated amount of employee compensation for 2024 is calculated based on the distribution ratio adopted in 2024 and 2023.
Note 2:Retired effective March 31, 2025.
Note 3:Retired effective April 30, 2026.
Note 4: Appointed effective May 1, 2026.
b. Remuneration Scale Table
| The remunerations dispensed to each individual company president and vice presidents | Name of the president and vice presidents | |
|---|---|---|
| The Company | All companies stated in the financial statements | |
| Less than $1,000,000 | — | — |
| 1,000,000(inclusive)~2,000,000(exclusive) | — | — |
| 2,000,000(inclusive)~3,500,000(exclusive) | Lee Mei-Ying | Lee Mei-Ying |
| 3,500,000(inclusive)~5,000,000(exclusive) | — | — |
| 5,000,000(inclusive)~10,000,000(exclusive) | Chen Ching-Lien | |
| 10,000,000(inclusive)~15,000,000(exclusive) | Chiang Yung-Cheng、Chou Chih Ming、Chen Kuan-Ying | Chiang Yung-Cheng、Chou Chih Ming、Chen Kuan-Ying、Chen Ching-Lien |
| 15,000,000(inclusive)~30,000,000(exclusive) | Lin Kuo Ching、Tsao, I-Chang | Lin Kuo Ching、Tsao, I-Chang |
| 30,000,000(inclusive)~50,000,000(exclusive) | — | — |
| 50,000,000(inclusive)~100,000,000(exclusive) | — | — |
| Over 100,000,000 | — | — |
| Total | 7 | 7 |
c. Remuneration of the Top Five Highest-Paid Managerial Officers in Listed Companies: Not Applicable.
d. Name of the managers received the employee remuneration and the deployment of remuneration.
December 31, 2025 Unit: NT$ thousands ; %
| Position | Name | Stock Amount (Note 6) | Cash Amount (Note 6) | Total (Note 6) | Percent of the total amount to the after-tax net return | |
|---|---|---|---|---|---|---|
| Managers | CEO | Lin Kuo Ching | - | 118,240 | 118,240 | 4.99 |
| President | Tsao I Chang(Note 4) | |||||
| VP | Chiang Yung Cheng | |||||
| SVP | Chou Chih Ming(Note 5) | |||||
| VP | Chen Kuan Ying | |||||
| VP | Chen Ching Lien | |||||
| VP | Lee Mei Ying(Note6) | |||||
| SAVP | Chan Tzu Long | |||||
| SAVP | Hsiao Ya Ting | |||||
| SAVP, CFO &CGO | Chin Pao Hua | |||||
| AVP | Lin Hung En | |||||
| AVP | Liao Chia Yuan (Note 1) | |||||
| AVP | Teng Wei Hsin | |||||
| AVP | Wu Ping Jung | |||||
| AVP | Chen Chang Long | |||||
| AVP&CSO | Liao Nü Hsiu(Note 2) | |||||
| Head of Accounting | Chou Hsiang Ling | |||||
| Chief Internal Auditor | Chang Hui Chia |
Note 1: Retired effective January 8, 2025.
Note 2: Appointed on March 13, 2025.
Note 3: Retired effective March 31, 2025.
Note 4: Retired effective April 30, 2026.
Note 5: Appointed on May 1, 2026.
Note 6: Employee compensation for 2025 was approved by the Board of Directors on March 12, 2026, and is scheduled to be reported at the Shareholders' Meeting on June 25, 2026. As of the date of publication of this annual report, such compensation has not yet been distributed. In addition, as employee compensation for 2024 and 2023 has not yet been fully distributed, the estimated distribution amount for 2025 is calculated based on the distribution ratios of 2024 and 2023.
(4) Compare and explain the total amount of remuneration paid to directors, general managers, and deputy general managers of the Company and all consolidated companies in the past two fiscal years as a percentage of the individual or separate financial statements' after-tax net income. Analyze and elucidate the policy, criteria, and composition of remuneration, the process of setting remuneration, and its correlation with operational performance and future risks:
a. Analysis of the Ratio of Total Remuneration Paid by the Company and All Entities Included in the Consolidated Financial Statements to the Net Income After Tax in the Standalone or Separate Financial Statements for Directors, President, and Vice Presidents:
Unit:%
| Item | The Company | All companies stated in the financial statements | ||
|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |
| Percentage of Total Directors’ Remuneration to Net Income After Tax (%) | 4.83 | 3.99 | 4.83 | 3.99 |
| Percentage of Total Remuneration of President and Vice Presidents to Net Income After Tax (%) | 5.43 | 3.88 | 5.70 | 4.07 |
b. Remuneration policy, standards, combination, amount determination process, and its relationship with operational results and future risks.:
(1) Directors
The remuneration paid to Directors is allocated in accordance with the provisions of the Company's Articles of Incorporation. The proposed remuneration must be approved by the Board of Directors and reported to the Shareholders' Meeting before distribution.
(2) President and Vice Presidents
The remuneration for the President and Vice Presidents is determined based on their respective positions, responsibilities, contributions to the Company's operational goals, and with reference to compensation levels within the industry.
In summary, the remuneration of the Company's Directors, President, and Vice Presidents is determined based on the Company's Articles of Incorporation, personnel regulations, level of participation in operations, value of contributions, and industry benchmarks. In addition to being positively correlated with operational performance, the system also takes into consideration potential operational risks the Company may face, relevant legal and regulatory requirements, and economic fluctuations in the industry. These factors are reviewed in a timely manner to ensure that the remuneration system strikes a balance between sustainable corporate development and effective risk management.
21
- Implementation of Corporate Governance
(1) Board of Directors
In fiscal year 2025 and up to the date of publication of this annual report in 2026, the Board of Directors held a total of 8 meetings【A】. Directors' attendance and participation are as follows:
| Title | Name | Attendance in Person【B】 | By Proxy | In Person Attendance Rate (%)【B/A】 | Remarks |
|---|---|---|---|---|---|
| Chairperson | Lin Kuo Ching | 8 | 0 | 100 | |
| Director | Easy Win International Investment Ltd. Representative: Tsao I Chang | 8 | 0 | 100 | |
| Director | Chou Chih Ming | 8 | 0 | 100 | |
| Director | Chen Yi Hui | 8 | 0 | 100 | |
| Independent Director | Tang Min Tse | 8 | 0 | 100 | |
| Independent Director | Lee Tung Tsan | 8 | 0 | 100 | |
| Independent Director | Chang Tsung Liang | 8 | 0 | 100 | |
| Independent Director | Shiue Jih Jonq | 8 | 0 | 100 |
Other items that shall be disclosed:
- When one of the following situations occurred to the operations of the Board, state the date and term of the Board meeting, content of proposals, opinions of all Independent Directors and the Company's actions in response to the opinions of the Independent Directors:
(1) Matters included in Article 14-3 of the Securities and Exchange Act.: For major resolutions of the Board of Directors, please refer to pages 46–50 of this Annual Report. All independent directors raised no objections to the matters set forth in Article 14-3 of the Securities and Exchange Act, and all such matters were approved as proposed.
(2) In addition to the aforementioned matters, any other resolutions from the Board of Directors where any Independent Director expressed a dissenting or qualified opinion that has been recorded or stated in writing: None.
- If there is Directors' avoidance of motions in conflict of interest, the Directors' names, contents of motions, causes for avoidance and voting should be specified:
| Date | Name | Agenda Item | Reason for Recusal | Resolution and Voting Result |
|---|---|---|---|---|
| 2025/3/13 | Lin Kuo Ching | |||
| Tsao I Chang | ||||
| Chou Chih Ming | Allocation of employee subscription rights for managerial personnel under the Company's 2025 cash capital increase | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. | |
| 2025/3/13 | Chou Chih Ming | Ratification of managerial promotion | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. |
| 2025/3/13 | Lin Kuo Ching
Tsao I Chang
Chou Chih Ming | Approval of salary adjustments for managerial officers for 2025 | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. |
| --- | --- | --- | --- | --- |
| 2025/8/7 | Lin Kuo Ching
Tsao I Chang
Chou Chih Ming
Chen Yi Hui | Distribution of employee compensation for managerial personnel and directors' remuneration for 2024 | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. |
| 2025/12/24 | Lin Kuo Ching
Tsao I Chang
Chou Chih Ming | Approval of year-end bonuses for managerial officers for 2025 | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. |
| 2026/3/12 | Chou Chih Ming | Appointment of the President | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. |
| 2026/3/12 | Lin Kuo Ching
Tsao I Chang
Chou Chih Ming | Approval of salary adjustments for managerial officers for 2026 | Recused due to conflict of interest | The interested directors recused themselves from deliberation and voting. |
- The Company discloses the board evaluation cycle, scope, methodology, and implementation status as follows:
In accordance with the Company's Regulations Governing Board Performance Evaluation, a report on the implementation of the Board's self-evaluation was presented to the Board of Directors on March 12, 2026. For details, please refer to Appendix 1. The results of the external evaluation are available on the Company's website.
- Measures taken to strengthen the functionality of the Board:
(1) The Company has formulated and revised the Rules of Procedure for Board Meetings in accordance with the requirements of the competent authorities. These rules cover matters including agenda content, procedural guidelines, required items in meeting minutes, public disclosures, and other compliance items. These measures are intended to establish a sound governance framework, strengthen supervisory functions, and enhance managerial efficiency.
In addition, the Company regularly shares information on relevant professional development programs with board members to help them maintain their core competencies and professional advantages.
(2) The Company's Board of Directors is composed of eight members, including four directors and four independent directors. All members possess strong academic and professional backgrounds, enabling the board to formulate comprehensive development strategies for the Company.
To assist directors in effectively performing their duties and enhance board efficiency, a dedicated secretarial unit prepares meeting agendas and provides sufficient materials in advance, allowing directors to make well-informed decisions and fulfill their responsibilities.
(3) The Company's Articles of Incorporation and the Rules for the Scope of Duties of Independent Directors clearly stipulate the number, qualifications, and powers of independent directors, thereby enhancing the board's structure.
Independent directors function in accordance with relevant laws and interpretations issued by the competent authority, and they are fully empowered to participate in resolutions and express opinions under the Securities and Exchange Act.
To enhance transparency and protect shareholder interests, the Articles of Incorporation adopt the candidate nomination system as stipulated in Article 192-1 of the Company Act, allowing shareholders holding a certain percentage of shares to nominate independent directors, thereby ensuring transparency and fairness in the nomination process.
(4) The Company held a full re-election of its board and supervisors on March 8, 2023 and,
pursuant to Article 14-4 of the Securities and Exchange Act, established an Audit Committee. An additional independent director was elected on September 28, 2023, bringing the total number of audit committee members to four—all of whom are independent directors with expertise in finance or business.
The Audit Committee Charter was approved by the Board on January 13, 2023, in accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies. The Charter defines the committee's authority, meeting procedures, and the resources the Company must provide to ensure effective supervision of internal control and financial reporting.
(5) In accordance with Article 14-6 of the Securities and Exchange Act, the Company's Board approved the establishment of the Remuneration Committee Charter on January 13, 2023, which defines its composition, size, and responsibilities. On March 8, 2023, the Board formally appointed committee members and completed the establishment of the Remuneration Committee to assist in evaluating the Company's overall compensation and benefit systems.
(6) To strengthen corporate governance and enhance the functionality of the Board, the Company, in line with Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, adopted the Board Performance Evaluation Policy on April 7, 2023.
Board performance is assessed based on criteria such as understanding of the Company's goals and missions, role awareness, participation in operations, relationship management and communication, professional competence and continuing education, and oversight of internal controls. Evaluation results serve as a reference for the selection and nomination of board members, particularly independent directors.
(7) For all major resolutions passed by the Board, the Company
(8) es the relevant information on the Market Observation Post System (MOPS) in accordance with applicable laws and the requirements of the competent authority, thereby protecting shareholder rights and enhancing information transparency for the investing public.
23
[Appendix 1]: Implementation of Board Performance Evaluation
1 $\cdot$ Evaluation Cycle:
The Board of Directors shall conduct an annual performance evaluation based on the procedures and indicators outlined in the Performance Evaluation Policy. Evaluation results must be completed by the end of the first quarter of the following fiscal year.
2 $\cdot$ Evaluation Period: From January 1, 2025 to December 31, 2025.
3 $\cdot$ Scope of Evaluation:
Includes evaluations of the overall board, individual board members, and functional committees.
4 $\cdot$ Evaluation Methods:
Self-assessments were conducted covering: Board operations / Individual board member performance/Functional committee operations
5 $\cdot$ Evaluation Procedures:
Evaluations were carried out via self-assessment questionnaires completed by board members and members of the functional committees. These include: Board Performance Self-Assessment Questionnaire Board Member Performance Self-Assessment Questionnaire Functional Committee Performance Self-Assessment Questionnaire
6 $\cdot$ Scoring Scale and Indicators:
Each evaluation item was rated on a five-point scale: 5 - Excellent / Strongly Agree 4 - Good / Agree 3 - Average / Neutral 2 - Poor / Disagree 1 - Very Poor / Strongly Disagree
7 $\cdot$ Evaluation Results:
(1) Board Performance Self-Assessment:
A total of 45 indicators across five dimensions were evaluated. The overall score were rated "Excellent" (4.91/5), indicating the Board has effectively guided and supervised the Company's strategic direction, major operations, and risk management, while also maintaining a sound internal control system.
| Dimension | Number of Items | Average Score |
|---|---|---|
| A. Participation in Company Operations | 12 | 5.00 |
| B. Enhancement of Decision-Making Quality | 12 | 4.92 |
| C. Composition and Structure of the Board | 7 | 4.86 |
| D. Board Member Selection and Development | 7 | 4.71 |
| E. Internal Control | 7 | 5.00 |
(2) Board Member Performance Self-Assessment:
A total of 23 indicators across six dimensions were evaluated. The overall result were rated "Excellent" (5/5), reflecting highly positive evaluations on the performance and effectiveness of board members.
| Dimension | Number of Items | Average Score |
|---|---|---|
| A. Understanding of Company Goals and Missions | 3 | 5.00 |
| B. Awareness of Board Responsibilities | 3 | 5.00 |
25
| C. Participation in Company Operations | 8 | 5.00 |
|---|---|---|
| D. Relationship and Communication Management | 3 | 5.00 |
| E. Professionalism and Continuing Education | 3 | 5.00 |
| F. Internal Control | 3 | 5.00 |
(3) Audit Committee Performance Self-Assessment:
A total of 26 indicators across five dimensions were evaluated. The overall result were rated “Excellent” (5/5), demonstrating the Audit Committee’s maturity in operation and strong execution of its supervisory role over legal compliance, risk control, and audit matters.
| Dimension | Number of Items | Average Score |
|---|---|---|
| A. Understanding of Company Goals and Missions | 4 | 5.00 |
| B. Awareness of Board Responsibilities | 8 | 5.00 |
| C. Participation in Company Operations | 7 | 5.00 |
| D. Relationship and Communication Management | 4 | 5.00 |
| E. Internal Control | 3 | 5.00 |
(4) Remuneration Committee Performance Self-Assessment:
A total of 23 indicators across four dimensions were evaluated. The overall result were rated “Excellent” (5/5), indicating that committee members exercised their functions in accordance with legal requirements and performed their duties effectively.
| Dimension | Number of Items | Average Score |
|---|---|---|
| A. Understanding of Company Goals and Missions | 4 | 5.00 |
| B. Awareness of Board Responsibilities | 8 | 5.00 |
| C. Participation in Company Operations | 7 | 5.00 |
| D. Relationship and Communication Management | 4 | 5.00 |
- Overall Evaluation:
The evaluation results indicated that all directors and committee members gave positive assessments regarding the efficiency and effectiveness of the operation of various evaluation indicators. The Company will continue to strengthen Board functions, risk management, and sustainability governance practices, while appropriately referencing external evaluation results as a basis for further enhancement of corporate governance.
(2) Audit Committee
a. Audit Committee
(a) On March 8, 2023, the Company elected three independent directors during an extraordinary Shareholders’ Meeting. An additional independent director was elected on September 28, 2023, bringing the total to four independent directors. The Audit Committee, composed entirely of independent directors, was established to assume the responsibilities previously held by supervisors.
(b) In the most recent year and up to the date of report, the Audit Committee held a total of 8 meetings【A】. The attendance of independent directors is as follows:
| Title | Name | Actual Attendance【B】 | By Proxy | Attendance Rate (%)【B/A】(Note 1、Note 2) | Remarks |
|---|---|---|---|---|---|
| Independent Director | Tang Min Tse | 8 | 0 | 100 | |
| Independent Director | Lee Tung Tsan | 8 | 0 | 100 | |
| Independent Director | Chang Tsung Liang | 8 | 0 | 100 | |
| Independent Director | Shiue Jih Jonq | 8 | 0 | 100 |
Other items that shall be disclosed:
- When one of the following situations has occurred to the operations of the Audit Committee, state the date, term and content of proposals of the Board meeting, result of resolutions of the Audit Committee and the Company's actions in response to the resolutions:
(1) The Company established the Audit Committee on March 8, 2023. Matters requiring resolution as stipulated under Article 14-5 of the Securities and Exchange Act are disclosed under the section titled “Significant Resolutions of the Board of Directors” (please refer to pages 46–50 of this Annual Report). All proposals were approved unanimously by all members of the Audit Committee and subsequently submitted to the Board of Directors for resolution. There were no instances in which any proposal not approved by the Audit Committee was passed by a two-thirds majority of the entire Board of Directors.
(2) Except the items in the preceding issues, other resolutions which had not been approved with the concurrence of one-half or more of all Audit Committee members but were undertaken upon the consent of two-thirds or more of all directors: None.
-
If there is independent directors’ avoidance of motions in conflict of interest, the independent directors’ names, contents of motions, causes for avoidance and voting should be specified: None
-
Communications between independent directors and the Company's chief internal auditor and CPA (e.g. the items, methods and results of the audits of corporate finance or operations, etc.)
(1) Independent directors of the Company receive monthly internal audit reports, and the Chief Internal Auditor attends each Audit Committee meeting on a quarterly
basis to present internal audit reports and provide updates on the implementation status of audit plans or disclose any significant audit findings.
(2) Independent directors maintain good communication with the certifying CPAs. When necessary, the CPAs report their audit or review findings of financial statements and any other matters required under applicable laws and regulations during Audit Committee meetings. In the event of any special issues, the CPAs promptly communicate with the Audit Committee members.
(3) Independent directors may also communicate with the Chief Internal Auditor and CPAs regarding the Company's financial and operational status through telephone, email, or face-to-face meetings.
Note 1: If any independent director resigns before the end of the fiscal year, the resignation date must be indicated in the remarks column. Actual attendance rates (%) should be calculated based on the number of meetings held and attended during their term of service.
Note 2: In case of re-election of independent directors during the year, both outgoing and incoming directors shall be listed, with annotations indicating whether they are newly elected, re-elected, or outgoing, along with the re-election date. Attendance rates should be calculated for each director based on their actual term of service.
27
(3) Corporate Governance Implementation Status as Required by Taiwan Financial Supervisory Commission
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 1. Does Company follow “Taiwan Corporate Governance Implementation” to establish and disclose its corporate governance practices? | ✓ | The Company has adopted the “Corporate Governance Best Practice Principles” and related management guidelines in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. The Company’s Corporate Governance Best Practice Principles have been disclosed on the MOPS and are also available on the Company’s official website. | None | |
| 2. Shareholdings Structure and Shareholders’ Equity | ||||
| (1) Method of handling shareholder suggestions or complaints | ✓ | (1) The Company has established the Rules of Procedure for Shareholders’ Meetings, and convenes shareholder meetings annually in accordance with legal requirements as a regular channel of communication with shareholders. | ||
| To facilitate timely and effective communication with investors, the Company has established a spokesperson system to facilitate timely communication with investors and stakeholders, whose contact information is disclosed on the MOPS as a means for shareholders to submit suggestions, raise inquiries, or resolve disputes. This information is also made available on the Company’s official website to safeguard shareholder rights. | ||||
| (2) The Company has appointed a stock affairs agent to handle shareholder services. Based on the shareholder register provided by the agent on the book closure date, the Company identifies and maintains good relationships with major shareholders and their ultimate controllers. In accordance with laws and regulations, the Company regularly reports changes in shareholdings of insiders, including directors, managerial officers, and shareholders holding more than 10%. | None | |||
| (2) The Company maintains records of major shareholders and their ultimate beneficial owners in accordance with applicable regulations. | ✓ | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (a) Risk management mechanism and “firewall” between the Company and its affiliates | ☑ | (3) The Company has implemented relevant procedures and internal control mechanisms to manage related party transactions, including but not limited to: | ||
| - "Procedures for Transactions with Group Enterprises, Specific Companies, and Related Parties" | ||||
| - "Regulations on Financial and Business Dealings Among Related Parties" | ||||
| - "Management Procedures for Related Party Transactions" | ||||
| - "Supervision and Management Procedures for Subsidiaries" |
These procedures govern transactions such as loans of funds, endorsements/guarantees, and the acquisition or disposal of assets. The Company has also established proper firewalls and risk control mechanisms through detailed internal control procedures such as:
- "Procedures for Lending of Funds to Others"
- "Procedures for Endorsements and Guarantees"
- "Procedures for the Acquisition and Disposal of Assets"
Internal audit personnel conduct regular audits to verify compliance. | None |
(b) Internal regulation to prevent insider trading
(4) To safeguard shareholders' interests and ensure equitable treatment of shareholders, the Company has established internal regulations, including the Procedures for Handling Material Inside Information, Corporate Governance Best Practice Principles, and Code of Ethical Conduct. These regulations apply to all employees, managerial officers, and directors of the Company, as well as any person who becomes aware of the Company's information by virtue of their position or control relationship. Such persons are prohibited from engaging in any activities that may involve insider trading. The Company also conducts regular internal training and awareness programs.
The Company explicitly stipulates in its Corporate Governance Best Practice Principles that insiders are prohibited from trading securities using non-public information. The Company has implemented stock trading control measures for insiders upon becoming aware of the Company's financial reports, including blackout periods during which insiders are prohibited from trading the Company's shares—specifically, the 30 days prior to the announcement of annual financial reports and the 15 days prior to the announcement of each quarterly financial report.
Notification to Insiders Regarding Trading Restrictions During Blackout Periods:
Based on the pre-scheduled Board meeting dates for 2025, the Company estimated the blackout periods for financial report announcements and, on February 6, 2025, notified managerial officers and directors via email. The notification reminded them of the planned Board meeting dates and reinforced the prohibition against insider trading during blackout periods.
Implementation of Internal Policies in 2025:
- Directors
Upon appointment or resignation, the Company provides directors with a regulatory handbook and communicates relevant regulations, including insider trading and short-swing trading restrictions, on an ongoing basis.
In addition, annual director training programs include courses on insider trading prevention and related regulations.
- Managerial Officers / Employees
Upon assuming or leaving insider status, managerial officers are provided with relevant regulations governing changes in shareholdings. Employees receive appropriate training and guidance within three months of onboarding.
The Company conducts company-wide training and awareness programs on insider trading prevention and related regulations. New employees are required to complete a 0.5-hour training course covering insider trading regulations, identification of material information and timing of disclosure, handling of violations, and case studies. In 2025, a total of 677 participants (including managerial officers) completed such training programs.
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 3. Composition and Responsibilities of the Board of Directors | ||||
| (1) The board members proposed diversify strategies specific management goal and execution | ☑ | (1) In accordance with Article 20 of the Corporate Governance Best Practice Principles for TWSE/TPEX Listed Companies, the Company has incorporated board diversity policies—including gender, professional expertise, and experience—into its Corporate Governance Best Practice Principles. | ||
| Currently, the Company has eight board members, including four independent directors, appointed in line with the scale of operations and business development needs. Following the full re-election at the first extraordinary Shareholders’ Meeting in 2023, one Female director was elected. | ||||
| Board members possess diverse professional backgrounds covering business management, strategic leadership, industry knowledge, and finance and accounting, thereby implementing the Company’s policy on board diversity. | ||||
| For details on the directors’ expertise and background, please refer to page 9 of this Annual Report. | None | |||
| (2) The establishment of other functional committees beside of Compensation Committee and Audit Committee | ☑ | (2) The Company has established a Remuneration Committee and an Audit Committee in accordance with applicable laws and regulations. To fulfill corporate social responsibility and align with international trends, the Company actively promotes initiatives in environmental sustainability, social responsibility, and corporate sustainability governance. On March 12, 2026, the Company established the Sustainability Development and Nomination Committee. Additional functional committees may be established in the future as required by operational needs. | None | |
| (3) Board Performance Evaluation and Director Appraisal and report the results of the performance evaluation to the Board of Directors, and apply them as a reference for individual directors’ remuneration and nomination for reappointment. | ☑ | (3) On April 7, 2023, the Board of Directors approved the adoption of the Board Performance Evaluation Policy, which clearly stipulates the evaluation cycle, period, scope, responsible unit, and procedures. The Company conducts annual evaluations, to be completed by the end of the first quarter of the following fiscal year. Additionally, at least once every three years, the board performance evaluation must be conducted by an external independent professional organization or team of experts/scholars. The Company completed the 2025 Board Performance Evaluation and reported the results to the Board of Directors on March 12, 2026. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (4) Regular evaluation of external auditors' independence and suitability. | ✓ | (4) The Company conducts an annual assessment of the independence and competence of the certifying CPAs, taking into consideration the following factors: • Whether the CPA firm has been subject to disciplinary action by the CPA Discipline Committee in the past two years • Number of consecutive years providing audit services • Size and reputation of the CPA firm • Nature and scope of non-audit services provided • Quality of audit services • Communication and interaction with management and internal audit personnel The CPA is required to submit a Declaration of Independence, and the results of the assessment were reported to both the Audit Committee and the Board of Directors on March 12 2026 | None | |
| 4. Does a a listed company establish full (part)-time governance units or personnel in charge of governing relevant matters (including but not limited to providing directors with the information to do their business, holding board meetings and Shareholders' Meetings in accordance with law, dealing with company registration and change of registration, making the minutes of board meetings and Shareholders' Meetings? | ✓ | The Company's Corporate Governance Best Practice Principles were approved by the Board of Directors on April 7, 2023. Currently, corporate governance-related matters are handled by dedicated stock affairs personnel, who are responsible for the following tasks: (1) Organizing meetings of the Board of Directors and shareholders in accordance with legal requirements. (2) Preparing minutes of Board and Shareholders' Meetings. (3) Assisting directors with onboarding and continuing education. (4) Providing directors with necessary information for the performance of their duties. (5) Assisting directors in complying with relevant laws and regulations. In addition, in accordance with the requirements of the competent authority, the Taiwan Stock Exchange, or the Taipei Exchange, the Board resolved on December 28, 2023, to appoint the Company's first CGO. On October 16, 2024, the position was adjusted, and Mr. Chin, Pao-Hua, the Head of Finance, was appointed concurrently. He meets the required qualifications, having more than three years of experience in supervisory roles in departments related to finance, stock affairs, or corporate governance. | None | |
| 5. Communication Channel with Stakeholders | ✓ | The Company has also designated a spokesperson and deputy spokesperson, and discloses important operational, financial, and shareholder-related matters on the MOPS in compliance with regulations. A stakeholder section has been established on the Company's official website, where stakeholders including customers, suppliers, shareholders, and investors may contact the Company via a dedicated email address to provide feedback or make inquiries. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 6. Share Transfer Agent and Registrar | ✓ | In addition to assigning dedicated personnel to handle shareholder services, the Company has engaged a professional stock affairs agent, Stock Affairs Department of Fubon Securities Co., Ltd., to assist in organizing Shareholders' Meetings and managing various shareholder-related matters. | None | |
| 7. Information Disclosure ◊ Establishment of a corporate website to disclose information regarding the Company's financials, business and corporate governance status | ✓ | (1) The Company's official website (http://www.megaunion-tw.com/) provides up-to-date financial, operational, and corporate governance information. In compliance with relevant regulations, both periodic and ad hoc announcements are submitted to the MOPS to ensure transparency for shareholders and the general public. | None | |
| (2) Other information disclosure channels (e.g., maintaining an English-language website, appointing responsible people to handle information collection and disclosure, appointing spokespersons, webcasting investors conference) | ✓ | (2) The Company has established a spokesperson and deputy spokesperson system, and has designated responsible personnel for collecting and disclosing material information. All significant matters that may impact shareholders and stakeholders are disclosed in accordance with regulations. Furthermore, the Company completed the launch of its English-language website in 2023 to strengthen communication with international investors. | None | |
| (3) Does the Company announce and register the annual financial report within two months after the end of the fiscal year, and announce and register the first, second and third quarter financial reports and the monthly operating situations before the prescribed time limit? | ✓ | (3) The Company has announced and filed its annual financial reports within two months after the end of each fiscal year. The financial reports for the first, second, and third quarters have all been approved by the Board of Directors. Monthly operating results are also disclosed and filed within the prescribed deadlines. Relevant information is available on the MOPS and the Company's website. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 8. Other important information to facilitate better understanding of the Company’s corporate governance practices (e.g., employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors) | ✓ | (1) Employee Rights: | ||
| The Company treats its employees with integrity and safeguards their legal rights in accordance with the Labor Standards Act. |
(2) Employee Care:
The Company fosters a relationship of mutual trust and interdependence with its employees through comprehensive welfare programs that enhance employee well-being and stability, as well as sound education and training systems. Such initiatives include an Employee Welfare Committee, annual health examinations, and subsidies for self-directed learning and training.
(3) Investor Relations:
The Company convenes Shareholders’ Meetings annually in accordance with the Company Act and other relevant regulations, and provides shareholders with opportunities to raise questions and submit proposals. A spokesperson system is in place to handle shareholder inquiries, suggestions, and disputes. The Company also complies with disclosure requirements and promptly announces material information that may affect investors’ decision-making.
(4) Supplier Relations:
The Company maintains long-term and mutually beneficial relationships with suppliers through fair procurement practices and comprehensive supplier evaluations covering pricing, quality, delivery capability, and service performance.
(5) Stakeholder Rights:
The Company maintains active engagement with key stakeholders, including employees, customers, suppliers, financial institutions, and investors, and respects and protects their legal rights and interests. Through the spokesperson system, the Company strives to provide transparent financial and operational information to investors and stakeholders.
(6) Director Continuing Education:
The Company encourages board members to pursue continuing education and actively supports their participation in training programs. Completion of such programs is disclosed on the MOPS. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (7) Risk Management Policy and Execution: The Company has established a comprehensive internal control framework in accordance with applicable laws and regulations. These controls are regularly reviewed, revised, and effectively executed to mitigate operational risks. (8) Customer Policy Implementation: The Company maintains stable and sound relationships with its customers in order to maximize profitability and sustain long-term cooperation. (9) Director Liability Insurance: To mitigate the risks borne by directors and the Company, director liability insurance is purchased for all board members. The Finance Department conducts an annual assessment of the coverage amount, terms, and premiums, and reports the findings to the Board of Directors. The most recent report was presented on March 12 2026 | ||||
| 9. Please provide details about the specific evaluation results or areas of improvement mentioned in the Taiwan Stock Exchange Corporate Governance Center's recent annual assessment to allow for a more accurate and informative response regarding the improvements made and the priority areas and measures for further enhancement. (Companies that were not included in the assessment do not need to provide): As the Company was newly listed in 2025, it was not included among the companies subject to the corporate governance evaluation; therefore, this item is not applicable. |
(4) Remuneration Committee Operations
a. Information on Compensation Committee Members
| Title | Name | Qualification | Professional qualifications and experience | Independence situation | Number of members who are concurrently members of the remuneration committees of other public offering companies |
|---|---|---|---|---|---|
| Independent Director Convener | Tang Min Tse | For details on professional qualifications and experience, please refer to page 9 of this Annual Report. | 1. Neither I, my spouse, nor relatives within the second degree of kinship serve as a director, or employee of the Company or any of its affiliated enterprises. | ||
| 2. Neither I, my spouse, nor relatives within the second degree of kinship (including those holding shares in the name of others) hold any shares of the Company. | |||||
| 3. I do not serve as a director, or employee of any company having a specific relationship with the Company, as defined in Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. | |||||
| 4. I have not received any compensation from the Company or its affiliated enterprises for providing business, legal, financial, or accounting services within the past two years. | 0 | ||||
| Independent Director | Lee Tung Tsan | Same explanation as above. | Same explanation as above. | 0 | |
| Independent Director | Chang Tsung Liang | Same explanation as above. | Same explanation as above. | 0 | |
| Independent Director | Shiue Jih Jonq | Same explanation as above. | Same explanation as above. | 0 |
b. Information on Operations of Compensation Committee
(a) The Compensation Committee consists of 4 members
(b) Term of the Current Committee Members: From March 8, 2023 to March 7, 2026. During the most recent 2025 and up to the publication date of this annual report in 2026 the Remuneration Committee held a total of 4 meetings [A].
The attendance record of committee members is as follows:
| Title | Name | Attendance in Person [B] | By Proxy | Attendance Rate in Person ( (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Convener | Tang Min Tse | 4 | 0 | 100 | |
| Member | Lee Tung Tsan | 4 | 0 | 100 | |
| Member | Chang Tsung Liang | 4 | 0 | 100 | |
| Member | Shiue Jih Jonq | 4 | 0 | 100 | |
| Other matters to be disclosed: | |||||
| 1. If the board of directors declines to adopt, or modifies a recommendation of the remuneration committee, the date of the Board of Directors meeting, term, content of motions, board resolution results and Company handling of remuneration committee opinions shall be specified. (if the compensation approved by the Board of Directors exceeds that proposed by the remuneration committee, the circumstances and cause of the difference shall be specified): None | |||||
| 2. If any committee member has an objection or qualified opinion together with a record or written statement regarding a remuneration committee resolution, the remuneration committee date, term, content of motions, all members opinions and how the opinions were handled shall be specified: None. |
(5) Sustainability Development and Nomination Committee Operations
a. Information on Sustainability Development and Nomination Committee
| Qualification Name | Professional qualifications and experience | Independence situation | Number of members who are concurrently members of the remuneration committees of other public offering companies | |
|---|---|---|---|---|
| Independent Director Convener | Tang Min Tse | For details on professional qualifications and experience, please refer to page 10 of this Annual Report. | For information on independence, please refer to page 36 of this Annual Report. | 0 |
| Independent Director | Lee Tung Tsan | Same explanation as above. | Same explanation as above. | 0 |
| Independent Director | Chang Tsung Liang | Same explanation as above. | Same explanation as above. | 0 |
| Independent Director | Shiue Jih Jonq | Same explanation as above. | Same explanation as above. | 0 |
b. Information on Operations of Compensation Committee
(a) The Sustainability Development and Nomination Committee consists of 4 members
(b) Term of the Current Committee Members: From March 12, 2026 to June 25, 2026. During the most recent 2025 and up to the publication date of this annual report in 2026 the Remuneration Committee held a total of 2 meetings [A].
The attendance record of committee members is as follows:
| Title | Name | Attendance in Person [B] | By Proxy | Attendance Rate in Person ( (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Convener | Tang Min Tse | 2 | 0 | 100 | |
| Member | Lee Tung Tsan | 2 | 0 | 100 | |
| Member | Chang Tsung Liang | 2 | 0 | 100 | |
| Member | Shiue Jih Jonq | 2 | 0 | 100 |
(1) Sustainability Development Implementation Status as Required by Taiwan Financial Supervisory Commission
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Has the Company established a governance structure to promote sustainable development, and set up a dedicated (concurrent) unit to promote sustainable development, and has the board of directors authorized senior management to handle it, and how the board of directors supervised the project? | ☑ | The Board of Directors serves as the highest governance body for the Company’s sustainability development. On March 12, 2026, the Board approved the establishment of the Sustainability Development and Nomination Committee, consisting of four independent directors, to oversee the Company’s sustainability policies, objectives, and implementation plans, and to regularly report the progress and implementation results to the Board. In addition, the Company has established the positions of Chief Sustainability Officer and Sustainability Development Task Force. At the Board meeting held on March 12, 2026, reports were presented on the following matters: | ||
| 1. Corporate Governance Evaluation: An overview of the Company’s corporate governance evaluation results, along with explanations of necessary amendments to governance regulations and corresponding adjustments to internal operations. | ||||
| 2. Risk Management and Ethical Corporate Management: A report on the implementation of risk management and ethical corporate management, including an analysis of future development trends, their potential impact on the Company, and corresponding response measures. | ||||
| 3. Information and Communication Security Management: A report on the operation of information and communication security management, including the risk management framework, information security policies, and management programs, together with implementation results. | None | |||
| 2. Does the Company conduct risk assessments on environmental, social and corporate governance issues related to Company operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies? | ☑ | The Company has established various internal regulations in accordance with applicable laws and regulations to conduct comprehensive risk management and assessment. In addition, the Board of Directors approved the establishment of the Sustainability Development and Nomination Committee on March 12, 2026. The implementation status of risk management has also been reported to the Board of Directors. | None | |
| 3. Environmental Sustainability | ||||
| (1) Has the Company established an appropriate environmental management system according to its industrial characteristics? | ☑ | (1)In accordance with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, the Company has established a Sustainability Task Force. The Company conducts annual inventories of energy consumption and emissions, which serve as the basis for reduction initiatives. These efforts aim to ensure compliance with applicable laws and regulations, meet customer requirements, reduce environmental impact, and promote sustainable development. | None |
39
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2) Is the Company committed to improving energy efficiency and using recycled materials with low impact on the environment? | ☑ | (2) The Company continues to improve resource utilization efficiency through resource recovery and recycling initiatives, qualified waste management practices, and energy conservation measures to reduce environmental impact. | ||
| a. Promotion of energy-saving equipment, such as high-efficiency pumps. | ||||
| b. Implementation of recycling monitoring systems to effectively manage water resource utilization and discharge. | ||||
| c. In addition to engineering construction services, the Company primarily provides after-sales services at client facilities to support resource regeneration, thereby reducing overall resource consumption. | ||||
| d. Promotion of resource recovery and reuse, such as the collection and reuse of empty containers. | None | |||
| (3) Has the Company assessed the current and future potential risks and opportunities of climate change to the Company, and taken measures to address climaterelated issues? | ☑ | (3) Environmental Strategy and Carbon Management Initiatives | ||
| a. The Company continues to monitor regulatory developments and customer requirements while developing energy-efficient and low-carbon solutions to support sustainable semiconductor manufacturing. The Company also continues to evaluate and implement green energy initiatives as part of its long-term sustainability strategy. | ||||
| b. Many of the Company’s completed projects have assisted clients in obtaining Green Building Certifications. Going forward, the Company will continue to support environmental sustainability through energy-saving, water-saving, and resource-efficient practices. | ||||
| c. The Company addresses carbon fees through a combination of exclusion, cost transfer, or internal cost absorption strategies. | ||||
| d. It also encourages suppliers to disclose carbon emission information, promoting accountability throughout the supply chain. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| (3) Has the Company compiled statistics on its greenhouse gas emissions, water consumption, and total waste generation over the past two years, and has it established policies for greenhouse gas reduction, water conservation, or other waste management initiatives? | ✓ | (4) GHG Inventory and Energy Reduction Measuresa. Since 2022, the Company has conducted annual inventories of greenhouse gas emissions as a basis for energy conservation and carbon reduction initiatives. The data on carbon emissions, water consumption, and total waste generation for the past two years are presented in the table below. | None | ||
| Year | 2024 | 2025 | |||
| Carbon Emissions (Scope 1 & 2)(Unit: ton CO2e/year) | 1,105.6 | 1,266.5 | |||
| Water Consumption(Unit: m3/year) | 143,355 | 171,370 | |||
| Total Waste Generation(Unit: tons/year) | 221 | 195 | |||
| Greenhouse gas emissions and water consumption increased in 2025 compared to the previous year, primarily due to the expansion of operational scale, revenue growth, and increasing customer project demand, which drove growth in engineering projects, system operation and maintenance services, and resource recycling businesses.The Company will continue to promote energy conservation, carbon reduction, and resource management initiatives, while further enhancing energy efficiency and water management to reduce the environmental impact of its operations.b. We continue to invest in energy-efficient systems and resource recovery and recycling technologies to support customers' decarbonization and sustainability goals.c. Environmental awareness campaigns are conducted periodically to encourage employees to participate in eco-friendly practices and reduce the environmental impact of Company operations. | |||||
| 4. Social issues(1) Compliance with labor regulations, international recognized human right principles, and appropriate management measures and procedures | ✓ | (1) The Company complies with applicable labor laws and internationally recognized human rights principles, and is committed to maintaining a fair, non-discriminatory, and respectful workplace environment through appropriate management policies and regular labor-management communication. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2) Does the Company establish and implement reasonable employee welfare measures (including compensation, leaves, other benefits, etc.), and appropriately reflect the operating performance or results in employee compensation? | ✓ | (2) The Company continues to foster a friendly and inclusive workplace. It upholds the principle of equal pay for equal work and ensures equal opportunities for promotion, regardless of gender. In 2025, Female employees accounted for an average of 30.57% of the workforce, while Female supervisors made up 28.35%, demonstrating the Company's efforts toward inclusive and sustainable economic development. Company regulations such as work rules, employment, compensation, and benefits policies are implemented in accordance with internal procedures and performance evaluation systems. In accordance with the Company's Articles of Incorporation, 1% to 20% of the Company's annual earnings may be allocated to employee compensation to share the results of business success with employees. | None | |
| (3) Safety and health in working environment, and the condition for providing periodical safety and health training to employees? | ✓ | (3) The Company provides employees with a safe and healthy working environment through continuous education, training, and safety awareness programs to enhance emergency response capabilities and reduce occupational accident risks. As of the date of publication of this Annual Report, 12 occupational injury cases were recorded in 2025, representing approximately 1.06% of the Company's total workforce. The Company has conducted root cause analysis and implemented corrective actions, while continuing to strengthen occupational safety and traffic safety training. In addition, no fire incidents occurred in 2025. Preventive measures implemented by the Company include regular fire drills, firefighting equipment inspections, electrical safety management, and continuous training for designated fire safety personnel. | None |
| Item | Implementation Status | Non-implementation and Its Reason(s) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Summary | |||||||
| (4) Effective capabilities development program for employees? | ✓ | (4) To strengthen employees' professional capabilities, the Company provides internal training programs, on-the-job development opportunities, and external professional training resources to support career development and enhance overall competencies.Training activities for 2025 are summarized below: | None | ||||||
| Category | Internal Training Hours | % | External Training Hours | % | Total Hours | % | |||
| Gender | Male | 4,403 | 68% | 5,981 | 66% | 10,384 | |||
| Female | 2,091 | 32% | 3,124 | 34% | 5,215 | ||||
| Job Category | Managerial | 1,793 | 28% | 1,114 | 12% | 2,907 | |||
| Technical | 4,042 | 62% | 6,867 | 75% | 10,909 | ||||
| Administrative | 618 | 10% | 514 | 6% | 1,132 | ||||
| Foreign Employees | 41 | 1% | 610 | 7% | 651 | ||||
| Direct / Indirect | Direct | 4,630 | 71% | 8,099 | 89% | 12,729 | |||
| Indirect | 1,864 | 29% | 1,006 | 11% | 2,870 | ||||
| Total Hours | 6,494 | 42% | 9,105 | 58% | 15,599 | ||||
| Average Hours | 8.6 | 12.0 | 20.6 | ||||||
| Average training hours were calculated based on a total of 759 employees as of December 31, 2025. | |||||||||
| (5) Compliance with products and services marketing and labeling regulations and international standards? | ✓ | (5) The Company primarily provides customized turnkey engineering and water treatment solutions for industrial customers rather than consumer products. Therefore, product responsibility assessment is not applicable. | None | ||||||
| (6) Evaluation of suppliers? | ✓ | (6) The Company's internal control systems, such as those governing the procurement cycle, require suppliers and contractors to comply with occupational health and safety regulations and ensure the safety of their employees. | None | ||||||
| 5. Does the Company take reference to international reporting standards or guidelines to prepare reports such as the corporate social responsibility report, etc., that disclose the Company's non-financial information? | ✓ | The Company has not yet obtained third-party assurance or verification opinions. However, it continues to strengthen sustainability-related information collection, greenhouse gas inventory management, and disclosure quality, and plans to progressively introduce third-party assurance mechanisms in the future to enhance the reliability and transparency of sustainability disclosures. | Future action will be taken in accordance with regulations or operational needs. |
| Item | Implementation Status | Non-implementation and Its Reason(s) | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 6. If the Company has established its corporate social responsibility code of practice according to “Listed Companies Corporate Social Responsibility Code of Practice”, please describe the operational status and differences: | ||||
| The Company has followed corporate governance related operations to set and implement “Listed Companies Corporate Social Responsibility Code of Practice” | ||||
| 7. Other important information to facilitate better understanding of the Company’s implementation of corporate social responsibility: | ||||
| (1) Environmental, Health and Safety (EHS): | ||||
| The Company has obtained certification for ISO 45001 and ISO 9001. During its operations, the Company will continue to strengthen its focus on environmental, health and safety management, as well as quality management. | ||||
| (2) Community Involvement | ||||
| In addition to focusing on core business operations, the Company actively plans and promotes community service initiatives and participates in charitable activities. | ||||
| (3) Social Contribution | ||||
| Beyond its core business, the Company makes donations to support local educational institutions. | ||||
| (4) Social Services and Public Welfare | ||||
| The Company periodically supports social welfare organizations through charitable contributions | ||||
| (5) Consumer Rights | ||||
| To achieve the goal of customer satisfaction, the Company places strong emphasis on engineering quality, safety, and innovation, while also responding promptly to customer complaints and providing comprehensive information on service quality. | ||||
| (6) Human Rights | ||||
| The Company has established employment policies in compliance with applicable labor laws and regulations and other applicable laws. A healthy and respectful work environment is maintained in compliance with the Gender Equality in Employment Act and the Sexual Harassment Prevention Act, ensuring the protection of employees' labor rights. | ||||
| (7) Occupational Safety, Health, and Other Social Responsibilities | ||||
| The Company complies with all relevant environmental regulations and ensures that the setup and operation of all pollution prevention facilities are in line with legal standards, thereby fulfilling its responsibility as an environmentally responsible corporate citizen. |
(6) Corporate Conduct and Ethic Implementation Status as Required by Taiwan Financial Supervisory Commission
| Item | Implementation Status | Causes for the Difference | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures | ||||
| (1) The Company’s guidelines on corporate conduct and ethics are provided in internal policies and disclosed publicly. The Board of Directors and the management team demonstrate their commitments to implement the policies. | ☑ | (1) On April 7, 2023, the Board of Directors approved the adoption of the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct”. These policies apply to the Company’s Directors, Independent Directors, managerial officers, and employees. They serve as the foundation for the Company’s ethical management practices and reinforce compliance with the Company Act, Securities and Exchange Act, and other relevant laws and regulations. Both Board members and senior management actively participate in ongoing training courses related to ethical business practices and regulatory compliance to strengthen awareness and implementation. | ||
| (2) The Company has formally adopted its Ethical Corporate Management Best Practice Principles and has established robust accounting and internal control systems. Internal audit personnel are tasked with auditing compliance with Article 7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and with identifying any business activities deemed to pose a relatively high risk of unethical conduct, in order to prevent violations. | None | |||
| (2) The Company establishes relevant policies for preventing any unethical conduct. The implementation of the relevant procedures, guidelines, disciplines and appealing mechanism are provided in the policies. | ☑ | (2) The Company has formally adopted its Ethical Corporate Management Best Practice Principles and has established robust accounting and internal control systems. Internal audit personnel are tasked with auditing compliance with Article 7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and with identifying any business activities deemed to pose a relatively high risk of unethical conduct, in order to prevent violations. | None | |
| (3) The Company establishes appropriate measures for preventing bribery and illegal political contribution for higher potential unethical conduct in the relevant policies. | ☑ | (3) The Company’s Ethical Corporate Management Best Practice Principles and Procedures for Ethical Management and Guidelines for Conduct contain comprehensive measures to prevent unethical behavior. These include clear operating procedures, behavioral guidelines, disciplinary mechanisms, and grievance channels. These policies are strictly implemented and are reviewed regularly in accordance with the latest legal and regulatory developments to ensure their continued applicability to current business practices. | None | |
| 2. Corporate Conduct and Ethics Compliance Practice | ||||
| (1) The Company shall prevent doing business with whomever has unethical records and include business conduct and ethics related clauses in the business contracts. | ☑ | (1) The Company conducts its business activities in a fair and transparent manner. All externally executed contracts clearly specify the rights and obligations of both parties. Additionally, due diligence is performed on stakeholders such as customers and suppliers to ensure integrity and to prevent dishonest behavior that could harm the Company’s interests. As of the end of December 2025, there were no instances of corruption or anti-competitive conduct. | None |
45
| Item | Implementation Status | Causes for the Difference | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2) The Company sets up dedicated unit in charge of promotion and execution of the company’s corporate conduct and ethics. The board of directors supervises such execution and compliance of the policies. | ☑ | (2) The Office of the President is designated as the unit responsible for promoting corporate integrity. In accordance with regulations, it reports annually to the Board of Directors on the progress of integrity initiatives. The most recent report was presented to the Board on March 12, 2026. In addition to ongoing internal promotion of ethical conduct, the Company has strengthened integrity-related education for new employees. | None | |
| (3) The Company establishes policies to prevent conflicts of interest and provides appropriate communication and complaint channels | ☑ | (3) The Company has established a Conflict of Interest Prevention Policy and provides appropriate channels for Directors, managerial officers, and any interested parties attending or participating in Board meetings to voluntarily declare potential conflicts of interest. If such conflicts are likely to harm the Company’s interests, the individuals concerned must refrain from participating in the discussions and voting, and must recuse themselves accordingly. | None | |
| (4) The Company establishes effective accounting and internal control systems for the implementation of policies, and the internal auditors audit such execution and compliance. | ☑ | (4) To ensure the effective implementation of ethical business practices, the Company has established a sound accounting system and internal control mechanisms. Internal audit personnel regularly review compliance with these systems and submit audit reports to the Board of Directors. In addition, the Company’s independent auditors conduct annual reviews of the effectiveness of internal control implementation. | None | |
| (5) Internal and external training programs on corporate conduct and ethics | ☑ | (5) The Company regularly conducts training programs and has established an Employee Work Rules policy. Monthly meetings are also used as platforms to reinforce the promotion of integrity practices. In 2025, the Company organized one major training session related to ethical business practices, with a total attendance of 633 participants. | None | |
| 3. The Company’s Whistleblowing System | ||||
| (1) Whether The Company has established specific whistleblowing and reward systems, along with convenient whistleblowing channels, and assigned appropriate designated personnel to handle complaints? | ☑ | (1) To promote a corporate culture of integrity, the Company has established proper whistleblowing channels, including a dedicated hotline, a reporting mailbox on the Company’s website, and an employee suggestion box. A designated unit is responsible for handling reports in accordance with established procedures and relevant regulations. Reporting Channel for Misconduct: The Company provides the following reporting mechanism: Email: [email protected] | None |
| Item | Implementation Status | Causes for the Difference | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2) Whether the Company has established investigation standard operating procedures for handling whistleblowing complaints, as well as procedures for subsequent actions and related confidentiality mechanisms after the investigation is completed? | ☑ | (2) The Company ensures strict confidentiality of both the whistleblower’s identity and the reported content, and handles all reports according to the prescribed procedures. | None | |
| (3) Has the Company taken measures to protect whistleblowers from retaliation to prevent them from being treated unfairly due to their whistleblowing activities? | ☑ | (3) The Company is committed to protecting whistleblowers from retaliation or unfair treatment. | ||
| In 2025, no whistleblowing cases were reported. | None | |||
| 4. Information Disclosure | ||||
| Whether the Company has disclosed on its website and the MOPS the contents and implementation status of its Ethical Corporate Management Best Practice Principles? | ☑ | The Company has disclosed its Code of Ethical Conduct and other relevant corporate regulations on its website to enhance transparency in corporate governance. The Company also conducts regular awareness programs and maintains accessible whistleblowing channels. To date, no cases of violations of ethical conduct have been reported or identified. | None | |
| 5. If the Company has established the Code of “Ethics and Business Conduct” based on “Corporate Conduct and Ethics Best Practice Principles for TWSE/GTSM Listed Companies”, please describe any discrepancy between the policies and their implementation: The Company has already stipulated Ethics and Business Conduct and implemented it accordingly. | ||||
| 6. Other important information to facilitate better understanding of the Company’s corporate conduct and ethics compliance practices: | ||||
| (1) According to the Company’s Rules of Procedure for Board Meetings, any Director who, either personally or as a representative of a corporate entity, has a conflict of interest in any matter on the meeting agenda must disclose the material aspects of such conflict during the board meeting. If such conflict is likely to be detrimental to the interests of the Company, the Director shall not participate in the discussion or voting on the matter, and shall not act as a proxy for other Directors in exercising voting rights. Such Director shall recuse themselves from both the discussion and voting procedures. | ||||
| (2) The Company has also established Internal Procedures for Handling Material Information, under which all Directors, managerial officers, employees, and consultants are required to act with the care of a prudent administrator and fulfill their duty of loyalty in accordance with the principle of good faith. All aforementioned personnel must sign confidentiality agreements. Any Director, managerial officer, employee, or consultant who becomes aware of the Company’s internal material information is prohibited from disclosing such information to any third party prior to its official release through the Company’s designated information disclosure system. |
(7) Other important information to facilitate better understanding of the Company’s corporate governance: None.
(8) Internal control system execution:
- Internal control statement: Please refer to the MOPS for information reporting
https://mops.twse.com.tw Single Company>Corporate Governance>Corporate Regulations/Internal Control>Internal Control Statement Announcement
- Those who entrust a certified public accountant to conduct a special audit of the internal control system shall disclose the certified public accountant's audit report: None.
(9) For the last date of the annual report printing of the closest year, there were important resolutions of the shareholders and board of directors:
- Important Resolutions at Shareholders' Meeting
| Date | Resolutions |
|---|---|
| 2025/06/26 | |
| Shareholders' Meeting | 1. Approved the Company's 2024 Operating Report and Financial Statements. |
| 2. Approved the 2024 Earnings Distribution Proposal. | |
| 3. Approved the Amendment to Certain Provisions of the Articles of Incorporation. | |
| 4. Approved the amendments to certain provisions of the Company's Procedures for Endorsements and Guarantees. | |
| Implementation Status | The major resolutions adopted at the 2025 Annual General Meeting of Shareholders have been fully implemented as described below: |
| 1. Amendments to the Articles of Incorporation were registered with the Ministry of Economic Affairs on August 18, 2025, and all relevant affairs have been conducted in accordance with the revised Articles. | |
| 2. The Company's 2025 earnings distribution proposal provides for a cash dividend of NT$14 per share. The ex-dividend record date has been set as July 19, 2025, and the cash dividends are scheduled to be distributed on August 1, 2025. |
- Important Board of Directors' Resolutions
As of the date of publication of the Annual Report
| Date | Meeting Term | Resolutions | Result |
|---|---|---|---|
| 2025/3/13 | 2025, 1st Meeting | 1. Adoption of the Company's 2024 Business Report and Financial Statements. | |
| 2. Adoption of the Company's 2024 Internal Control System Effectiveness Evaluation and Internal Control System Statement. | |||
| 3. Adoption of the distribution of employee compensation and directors' remuneration for 2024. | |||
| 4. Adoption of the Company's 2024 earnings distribution proposal. | |||
| 5. Recognition of significant overdue accounts receivable of the Company and its subsidiaries as of December 31, 2024, which remained uncollected beyond the | Approved unanimously by the remaining attending directors |
| Date | Meeting Term | Resolutions | Result |
|---|---|---|---|
| normal credit period of three months and are not classified as loans to others | |||
| 6. Approval of the evaluation of independence and competence of the Company’s CPAs for 2025. | |||
| 7. Approval of the change of the Company’s certifying CPAs from Q1 2025, including their appointment and remuneration. | |||
| 8. Approval of amendments to certain provisions of the Company’s Regulations Governing Remuneration for Directors and Managerial Officers. | |||
| 9. Approval of a cash capital increase through issuance of new shares for public underwriting prior to listing. | |||
| 10. Approval of the 2025 Employee Share Subscription Plan. | |||
| 11. Allocation of employee subscription rights to managerial officers under the 2025 capital increase. | |||
| 12. Approval of termination of Emerging Stock Market trading and conversion to TWSE listing. | |||
| 13. Approval of amendments to the Articles of Incorporation. | |||
| 14. Approval of inclusion of grassroots employees within internal control evaluation scope. | |||
| 15. Approval of Kaohsiung Nanzih warehouse and office construction budget. | |||
| 16. Approval of Miaoli Toufen warehouse and plant construction budget. | |||
| 17. Approval for Singapore subsidiary to acquire real estate from a non-related party. | |||
| 18. Ratification of appointment of Chief Sustainability Officer. | |||
| 19. Approval of appointment of Associate Vice President (General Administration). | |||
| 20. Approval of appointment of Associate Vice President (Corporate Planning). | |||
| 21. Ratification of managerial promotions. | |||
| 22. Approval of establishment of Employee Stock Ownership Trust Committee. | |||
| 23. Approval of salary adjustments for managerial officers for 2025. | |||
| 24. Approval of matters related to convening the 2025 Annual General |
49
| Date | Meeting Term | Resolutions | Result |
|---|---|---|---|
| Meeting. | |||
| 2025/5/8 | 2025, 2nd Meeting | 1. Approval of 2025 Q1 consolidated financial statements. 2. Recognition of overdue accounts receivable (same definition). 3. Adjustment of repayment plan for overdue receivables. 4. Amendments to Procedures for Endorsements and Guarantees. 5. Credit facility adjustment with First Commercial Bank. 6. Adoption of General Principles of Internal Control System. 7. Change of custodian for endorsement/guarantee seals. 8. Additional AGM agenda items. | approved unanimously by the remaining attending directors |
| 2025/6/26 | 2025, 3rd Meeting | 1. Determination of dividend record date and payment date (2024 earnings). 2. Approval of Singapore subsidiary internal procedures. 3. Provision of endorsements/guarantees for subsidiaries. 4. Cancellation of guarantee for Shanghai subsidiary. 5. Provision of guarantees for Singapore subsidiary financing. 6. Intercompany loan (US$25 million). 7. Loan renewal and additional credit facilities. 8. Provision of guarantees for U.S. subsidiary financing. | Approved unanimously by the remaining attending directors |
| 2025/8/7 | 2025, 4th Meeting | 1. Approval of 2025 Q2 consolidated financial statements. 2. Distribution of 2024 employee compensation and directors' remuneration. 3. Issuance of employee stock options (2025). 4. Credit facility adjustment (Mega Bank). 5. Credit facility adjustment (E.Sun Bank). 6. Budget increase for Taichung plant construction. | Approved unanimously by the remaining attending directors |
| 2025/8/28 | 2025, 5th Meeting | 1. Ratification of amendments to 2025 employee stock option issuance and subscription plan. | Approved unanimously by the remaining attending directors |
| Date | Meeting Term | Resolutions | Result |
|---|---|---|---|
| 2025/11/6 | 2025, 6th Meeting | 1. Approval of 2025 Q3 consolidated financial statements. 2. Adoption of 2026 audit plan. 3. Amendments to Procedures for Loans to Others. 4. Amendments to Procedures for Endorsements and Guarantees. 5. Amendments to internal governance regulations. 6. Amendments to internal control procedures. 7. Provision of guarantees for Shanghai subsidiary financing. | Approved unanimously by the remaining attending directors |
| 2025/12/24 | 2025, 7th Meeting | 1. Approval of 2026 business plan and budget. 2. Loan renewals with banks. 3. Determination of share issuance record date for ESOP conversion. 4. Provision of guarantees for Singapore subsidiary financing. 5. Provision of guarantees for U.S. subsidiary financing. 6. Acquisition of industrial land in Miaoli. 7. Acquisition of real estate by U.S. subsidiary. 8. Participation in capital increase of Ruihe Holdings Co., Ltd. 9. Approval of managerial year-end bonuses. 10. Approval of managerial promotions. 11. Approval of new managerial appointments. | Approved unanimously by the remaining attending directors |
| 2026/3/12 | 2026, 1st Meeting | 1. Adoption of the Company's 2025 Business Report and Financial Statements. 2. Adoption of internal control evaluation and statement. 3. Adoption of employee compensation and directors' remuneration. 4. Adoption of earnings distribution proposal. 5. Approval of capital increase from earnings (stock issuance). 6. Pre-approval of non-assurance services. 7. Approval of CPA independence and competence evaluation. 8. Approval of CPA appointment and remuneration. 9. Recognition of overdue accounts receivable. | Approved unanimously by the remaining attending directors |
| Date | Meeting Term | Resolutions | Result |
|---|---|---|---|
| 10. Provision of guarantees for Shanghai subsidiary financing. 11. Adoption of Sustainability Development and Nomination Committee Charter. 12. Appointment of committee members. 13. Acquisition of land and plant (Changbin Industrial Park). 14. Acquisition of land in Miaoli Toufen 15. . Approval of U.S. subsidiary plant construction budget. 16. Approval of appointment of President. 17. Approval of salary adjustments for managerial officers. 18. Amendments to remuneration regulations. 19. Amendments to governance regulations. 20. Full re-election of directors. 21. Removal of non-compete restrictions. 22. AGM convening matters. |
(10) For the most recent fiscal year and up to the date of this annual report, contents for disagreements between the directors concerning significant resolutions (with records or written statements): None.
4. Audit Fees
Unit: NT$ thousands
| Accounting firm | Accountant name | Auditing period | Audit Fee | None-Audit Fees | Total | Note |
|---|---|---|---|---|---|---|
| PricewaterhouseCoopers Taiwan | Tsai Pei Hua | 2025.01.01~2025.12.31 | 2,740 | 558 | 3,298 | - |
| Liao Fu Ming | 2025.01.01~2025.12.31 |
Note 1:If there is any change of accountant or accounting firm in the year, the inspection period shall be listed separately and specified the reason of the change in the column of "Note."
Note 2:Non-audit service fees relate to tax certification services and financial advisory services.
(1) Replacement of accounting firm and the audit fees in the year of replacement is less than the previous year: Not applicable.
(2) Audit fees were reduced by over $10\%$ compared with the previous year: Not applicable.
- Information Regarding Change of Accountants: Not applicable.
- The Chairperson, President and the Manager in charge of finance or accounting matters who has worked for the independent auditor or related parties in the most recent year: Not applicable.
- Information on shareholding transfer and pledge by Directors, Department Heads and Shareholders with over $10\%$ shareholding in the most recent year and up to the printing of the annual report:
(1) The equity changes or modification of pledge of the directors, managers and shareholders with more than $10\%$ of the shares.:
Unit: share
| Title | Name | 2025 | As of April 30, 2026 | ||
|---|---|---|---|---|---|
| Increase (decrease) in number of shares owned | Increase (decrease) in number of pledged shares | Increase (decrease) in number of shares owned | Increase (decrease) in number of pledged shares | ||
| Chairperson and CEO | Lin Kuo Ching | 93,600 | - | 26,000 | - |
| Director | Easy Win International Investment Ltd. | - | - | - | - |
| Director Representative & President | Tsao I Chang(Note 7) | 35,200 | - | - | 250,000 |
| Director & SVP | Chou Chih Ming(Note 6) | 33,200 | - | 300,000 | 500,000 |
| Director | Chen Yi Hui | - | - | - | - |
| Independent director | Lee Tung Tsan | - | - | - | - |
| Independent director | Tang Min Tse | - | - | - | - |
| Independent director | Chang Tsung Liang | - | - | - | - |
| Independent director | Shiue Jih Jonq | - | - | - | - |
| SVP | Chen Kuan Ying | 34,200 | - | - | 132,000 |
| SVP | Chen Ching Lien | 33,200 | - | - | - |
| SVP | Chiang Yung Cheng | (52,000) | (71,000) | ||
| VP | Lee Mei Ying(Note 4) | (159,391) | - | NA | - |
| SAVP | Chan Tzu Long | 22,600 | - | - | - |
| SAVP | Lin Hung En | (99,800) | - | - | |
| AVP | Liao Chia Yuan (Note 1) | NA | - | NA | - |
| AVP | Chen Chang Long(Note 2) | 15,600 | |||
| SAVP | Hsiao Ya Ting | 10,000 | - | (39,000) | 80,000 |
| SAVP | Teng Wei Hsin | 18,600 | - | - | - |
| SAVP | Wu Ping -Jung | 24,400 | - | - | - |
| AVP & Chief R&D Officer | Shiu Shr-Han (Note 5) | NA | - | - | - |
| AVP | Hou Chieh Yao (Note 5) | NA | - | (96,100) | - |
| AVP&CSO | Liao Nü-Hsiu (Note 3) | 14,600 | - | - | - |
| SAVP, CFO &CGO | Chin Pao-Hua | 28,000 | - | - | 50,000 |
| Sr. Mgr. (F&A) & Head of Acctg. | Chou Hsiang-Ling | 9,200 | - | - | - |
| Chief Internal Auditor | Chang Hui-Chia | 9,200 | - | - | - |
Note 1: Retired effective January 8, 2025.
Note 2: Appointed on January 8, 2025.
Note 3: Appointed on March 13, 2025.
Note 4: Retired effective March 31, 2025.
Note 5: Approved by the Board of Directors on December 24, 2025, and assumed office on January 1, 2026.
Note 6: Approved by the Board of Directors on March 12, 2026, and assumed office on May 1, 2026.
Note 7: Retired effective April 30, 2026.
(2) Information on Related Parties Involved in Share Transfers:
Period Covered: 2025 up to April 30, 2026. Unit: Shares / NT$
| Name (Note 1) | Reason for Transfer (Note 2) | Transaction Date | Counterparty | Relationship between Counterparty and the Company, Directors, Managers, or Shareholders holding more than 10% | No. of Shares | Transaction Price (NT$) |
|---|---|---|---|---|---|---|
| Lin Hung En (Note 3) | Disposal | 2025/03/03 | Cheng Feng Investment Co., Ltd. | Shares held under the name of others by manager Lin, Hung-En | 120,000 | 441.48 |
| Chou Chih Ming | Acquisition | 2026/03/02 | Wei Yu Mei | Spouse | 300,000 | 677 |
| Hou Chieh Yao (Note 3) | Disposal | 2026/03/31 | Zhi Yao Investment Co., Ltd. | Shares held under the name of others by manager Hou Chieh Yao | 96,100 | 839 |
Note 1:Names of directors, managers, or shareholders holding more than 10% of shares are disclosed.
Note 2:Indicate whether the transaction is an acquisition or disposal.
Note 3:The counterparties are personal investment companies of the respective individuals.
Information on Pledging of Shares Involving Related Parties:None.
- Relationship information among the Top Ten Shareholders and any one is a related party pr a relative within the second degree of kinship of another
April 27, 2026.
Unit: Shares ; %
| Name | Personal shareholding | Shareholding of the spouse and under age children | Total shareholding using other's name | Relationship with the 10 largest shareholders or relationship as the spouse or second lineage. Title or name and relationship | Other | ||||
|---|---|---|---|---|---|---|---|---|---|
| No. of shares | % of shares | No. of shares | % of shares | No. of shares | % of shares | Title (or name) | Relationship | ||
| Po Yun Investment Co., Ltd. Representative:Lin Kuo Ching | 3,733,143 | 4.87 | - | - | - | - | Lin Kuo Ching | Responsible Person of the Company | - |
| 2,506,141 | 3.27 | - | - | 3,733,143 | 4.87 | Lin Mei Ling | Sibling | ||
| Cathay Venture Inc. Representative:Chang Jen Ho | 3,330,000 | 4.34 | - | - | - | - | - | ||
| - | - | - | - | - | - | ||||
| Yi Yi International Investment Co., Ltd. Representative:Chen Wen Ting | 2,864,000 | 3.73 | - | - | - | - | Chen Yi Hui | Mother-Daughter | - |
| 205,000 | 0.27 | - | - | - | - | ||||
| Chian Yi Investment Co., Ltd. Representative:Hung Wu Chuang | 2,524,300 | 3.29 | - | - | - | - | Hung Wu Chuang | Responsible Person of the Company | - |
| 654,021 | 0.85 | - | - | - | - | ||||
| Lin Kuo Ching | 2,506,141 | 3.27 | - | - | 3,733,143 | 4.87 | Po Yun Investment Co., Ltd. | Responsible Person of the Company | - |
| Lin Mei Ling | Sibling | ||||||||
| Chen Yi Hui | 1,844,159 | 2.40 | - | - | - | - | Chen Wen Ting | Mother-Daughter | - |
| Guan Pu Investment Co., Ltd. Representative: Chen Kuan Ying | 1,331,726 | 1.74 | - | - | - | - | - | - | - |
| 230,072 | 0.30 | - | - | 1,331,726 | 1.74 | ||||
| Easy Win International Investment Ltd.Representative:Tsao I Chang | 1,320,000 | 1.72 | - | - | - | - | - | - | - |
| 755,452 | 0.99 | 649,226 | 0.85 | 1,320,000 | 1.72 | ||||
| Huang Wei Chieh | 1,241,000 | 1.62 | - | - | 35,000 | 0.05 | |||
| Lin Mei Ling | 1,167,200 | 1.52 | - | - | - | - | Lin Kuo Ching | Sibling | - |
- The shareholding of the same invested company by the Company, the Directors, the Managers or other business that is controlled by the Company directly or indirectly
December 31, 2025
Unit: Share ; %
| Invested enterprises | Investment of our company | Investments made by Directors, Managers and the Company's Directly or Indirectly Controlled Businesses | Combined investment | |||
|---|---|---|---|---|---|---|
| No. of shares | % of shares | No. of shares | % of shares | No. of shares | % of shares | |
| Mega Union Technology Global Inc. | 2,030 | 100 | - | - | 2,030 | 100 |
| Mega Union Technology Worldwide Inc. | 730 | 100 | - | - | 730 | 100 |
| Mega Union Technical Services Inc. | Note 1 | 100 | - | - | Note 1 | 100 |
| Mega Union Technology Global Private Limited | 1,300 | 100 | - | - | 1,300 | 100 |
| Shanghai Mega Union Environmental Technology Co., Ltd. | Note 1 | 100 | - | - | Note 1 | 100 |
| Mega Union Environmental Technology (Nanjing) Co., Ltd. | Note 1 | 100 | - | - | Note 1 | 100 |
| Muaqua Engineering Inc. | 5,000 | 100 | - | - | 5,000 | 100 |
Note 1: Being a limited liability company, it does not issue shares and therefore has no par value or share count.
Note 2: The above investments are recognized by equity method.
Part III. Capital Overview
1. Capital and Shares
(1) Capital and Shares
| Class of Shares | Authorized Shares | Remarks | ||
|---|---|---|---|---|
| Outstanding Shares | Unissued Shares | Total | ||
| Registered Common Shares | 76,687,912 | 23,312,088 | 100,000,000 | - |
(2) Sources of the capital for shares
a. Evolution of Capital Structure
As of the date of publication of the annual report; Unit: NTD / shares
| Date (YYYY. MM) | Issue Price | Authorized Capital | Paid-in Capital | Note | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Non-Cash Consideration | Others | ||
| 2017.09 | 10 | 35,000,000 | 350,000,000 | 25,272,975 | 252,729,750 | Capitalized Earnings | None | Note1 |
| 2018.08 | 10 | 35,000,000 | 350,000,000 | 28,305,732 | 283,057,320 | Capitalized Earnings | None | Note2 |
| 2019.09 | 10 | 35,000,000 | 350,000,000 | 29,721,019 | 297,210,190 | Capitalized Earnings | None | Note3 |
| 2019.11 | 25 | 35,000,000 | 350,000,000 | 32,691,019 | 326,910,190 | Capital Increase in Cash | None | Note4 |
| 2021.06 | 35 | 60,000,000 | 600,000,000 | 35,991,019 | 359,910,190 | Capital Increase in Cash | None | Note5 |
| 2021.12 | 25 | 60,000,000 | 600,000,000 | 37,122,419 | 371,224,190 | Employee Stock Option Conversion | None | Note6 |
| 2022.01 | 60 | 60,000,000 | 600,000,000 | 45,122,419 | 451,224,190 | Capital Increase in Cash | None | Note6 |
| 2022.08 | 10 | 70,000,000 | 700,000,000 | 54,146,902 | 541,469,020 | Capitalized Earnings | None | Note7 |
| 2022.09 | 70 | 70,000,000 | 700,000,000 | 60,146,902 | 601,469,020 | Capital Increase in Cash | None | Note8 |
| 2023.02 | 25 | 70,000,000 | 700,000,000 | 60,880,302 | 608,803,020 | Employee Stock Option Conversion | None | Note9 |
| 2024.01 | 25 | 80,000,000 | 800,000,000 | 61,544,102 | 615,441,020 | Employee Stock Option Conversion | None | Note10 |
| 2024.08 | 10 | 100,000,000 | 1,000,000,000 | 67,698,512 | 676,985,120 | Capitalized Earnings | None | Note11 |
| 2025.02 | 10 | 100,000,000 | 1,000,000,000 | 69,088,312 | 690,883,120 | Employee Stock Option Conversion | None | Note12 |
| 2025.07 | 262 | 100,000,000 | 1,000,000,000 | 76,308,312 | 763,083,120 | Capital Increase in Cash | None | Note13 |
| 2026.01 | 39 | 100,000,000 | 1,000,000,000 | 76,687,912 | 766,879,120 | Employee Stock Option Conversion | None | Note14 |
Notes:
1. Approved on Sep. 14, 2017 (Doc. No. 10690990470)
2. Approved on Aug. 28, 2018 (Doc. No. 10790972420)
3. Approved on Sep. 11, 2019 (Doc. No. 10891019820)
4. Approved on Nov. 8, 2019 (Doc. No. 10891091020)
5. Approved on Jun. 15, 2021 (Doc. No. 11090903330)
6. Approved on Jan. 25, 2022 (Doc. No. 11190727100)
7. Approved on Sep. 21, 2022 (Doc. No. 11101173800)
8. Approved on Nov. 23, 2022 (Doc. No. 11101220420)
9. Approved on Feb. 17, 2023 (Doc. No. 11230012540)
10. Approved on Jan. 30, 2024 (Doc. No. 11330008290)
- Approved on Aug. 28, 2024 (Doc. No. 11330155110)
- Approved on Feb. 11, 2025 (Doc. No. 11430006630)
- Approved on Aug. 11, 2025 (Doc. No. 11430107580)
- Approved on Jan. 14, 2026 (Doc. No. 11530004110)
(3) Summary Reporting System Information: Not applicable.
(4) Name list of major shareholders
The names, shareholding numbers and ratios of the shareholders who hold more than 5% of total shares or have the shareholding ratios which rank top 10 are as follows:
April 27, 2026
| Names of major shareholders | Shares owned (shares) | Shareholding ratio (%) |
|---|---|---|
| Po Yun Investment Co., Ltd. | 3,733,143 | 4.87 |
| Cathay Venture Inc. | 3,330,000 | 4.34 |
| Yi Yi International Investment Co., Ltd. | 2,864,000 | 3.73 |
| Chian Yi Investment Co., Ltd. | 2,524,300 | 3.29 |
| Lin Kuo Ching | 2,506,141 | 3.27 |
| Chen Yi Hui | 1,844,159 | 2.40 |
| Guan Pu Investment Co., Ltd. | 1,331,726 | 1.74 |
| Easy Win International Investment Ltd | 1,320,000 | 1.72 |
| Huang Wei Chieh | 1,241,000 | 1.62 |
| Lin Mei Ling | 1,167,200 | 1.52 |
(5) Dividend Policy and Implementation Status
- Policy per Articles of Incorporation
Article 20: Allocation of Earnings and Dividend Policy, at the end of each fiscal year, if the Company has earnings, such earnings shall first be used to pay taxes and offset prior years' losses. Thereafter, 10% of the remaining earnings shall be set aside as legal reserve; however, this shall not apply once the legal reserve has reached the Company's total paid-in capital. Special reserve may also be allocated or reversed in accordance with operational needs and applicable laws and regulations. Any remaining earnings, combined with undistributed retained earnings from previous years, shall be proposed for distribution by the Board of Directors in an earnings distribution proposal, which shall be submitted to the Shareholders' Meeting for resolution.
The Company's dividend policy is based on a balanced approach. As the Company is currently in a growth stage, retained earnings are needed to support operational expansion and investment requirements. Therefore, the Company adopts a balanced dividend policy, with dividends distributed partly in the form of stock and partly in cash. The total amount of dividends distributed in a given year shall not be less than 2% of the distributable earnings, and cash dividends shall not be less than 10% of the total dividends distributed annually.
- Proposed dividend distribution:
The Company's 2025 earnings distribution proposal was approved by the Board of Directors on March 12, 2026, providing for a cash dividend of NT$17 per share and a stock dividend of NT$3 per share, and will be submitted to the Annual General Meeting on June 25, 2026 for approval.
- Explanation for expected significant changes to dividend policy: None.
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(6) Impact of stock dividend distribution on the Company’s operations:
The Company’s 2025 earnings distribution proposal was approved by the Board of Directors on March 12, 2026, and is scheduled to be submitted for approval at the 2026 Annual General Meeting to be held on June 25, 2026. The proposed distribution includes a stock dividend of 23,006 thousand shares. Upon completion of the distribution, the Company’s paid-in capital will increase to NT$996,943 thousand from NT$766,879 thousand, representing an increase of 30%.
As the Company’s net income after tax for 2025 increased by 56.84% year-over-year, the impact of the stock dividend on the Company’s operating performance and earnings per share is expected to be limited.
(7) Employee and directors compensation:
- Percentages or ranges for employee and director compensation, as set forth in the Company’s Articles of Incorporation.:
Article 19: The Company shall allocate employee remuneration ranging from 1% to 20% of the annual profit, depending on the profitability of the year. However, if the Company still has accumulated losses, an amount shall first be reserved to cover such losses.
Where the Company has annual profits, 1% to 11% of such profits shall be appropriated for salary adjustments or employee compensation for non-managerial employees. However, any accumulated losses of the Company shall first be offset.
The aforementioned employee remuneration shall be distributed in stock or cash, as resolved by the Board of Directors. Recipients may include employees of the Company or its parent or subsidiaries who meet certain criteria, the specifics of which shall be determined by the Board of Directors.
In addition, the Company may allocate no more than 2% of the annual profit as director remuneration, which shall be distributed in cash only, as resolved by the Board of Directors. The distribution plans for employee and director remuneration shall be reported to the shareholders’ meeting.
The term “annual profits” referred to in the preceding paragraph shall mean the pre-tax profit for the current year before deduction of employee compensation and directors’ remuneration.
- The basis for estimating the amount of employee and director 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) Basis for the Estimated Amounts of Employee and Director Remuneration, and Calculation Basis for Employee Stock Bonuses (if any):
The estimated amounts of employee and director remuneration are based on the Company’s profitability for the year and are calculated within the percentage range stipulated in the Articles of Incorporation.
(2) Accounting Treatment of Any Differences Between Estimated and Actual Distribution Amounts:
If there is a difference between the estimated amount and the actual amount resolved by the Board of Directors, such difference shall be treated as a change in accounting estimate and recognized in the profit or loss of the following fiscal year.
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- Information on any approval by the board of directors of distribution of compensation
(1) Amounts of employee and director remuneration distributed in cash or stock; if different from the amounts estimated and recognized in the financial statements, the variance, reasons, and handling shall be disclosed:
The distribution of employee and director remuneration for the year 2025 was approved by the Board of Directors on March 12, 2026. The amounts were NT$713,713 thousand for employee remuneration and NT$37,564 thousand for director remuneration, all of which were distributed in cash. There was no difference between the approved distribution and the amounts recognized in the consolidated financial statements for the year.
(2) Ratio of employee stock-based remuneration to the sum of net income after tax and total employee remuneration for the period:
The employee remuneration for the year 2025, approved by the Board of Directors on March 12, 2026, was entirely distributed in cash. No stock-based remuneration was issued; therefore, this item is not applicable.
- Previous fiscal year’s distribution of employee and director remuneration (including number of shares, amount, and stock price), and explanation for any differences in amounts distributed:
The employee and director remuneration for 2024 was approved by the Board of Directors on March 13, 2025 and reported to the Annual General Shareholders’ Meeting held on June 26, 2025. The approved amounts were NT$455,471 thousand for employee remuneration and NT$23,972 thousand for director remuneration. There was no difference between the approved distribution and the amounts estimated and recognized in the financial statements. As of the date of publication of this annual report, the distribution has not yet been fully completed.
(8) Share Buy-back: None
- Bonds: None
- Preferred Stock: None
- Global Depository Receipts: None
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5. Employee Share Subscription Warrants:
(1) Employee Stock Warrants Not Yet Matured:
As of the date of publication in fiscal year 2026
| Type of employee share subscription warrants | The first issue of employee stock option certificates in 2022 | The first issue of employee stock option certificates in 2025 |
|---|---|---|
| Effective registration date | 2,145,000 shares were publicly issued on January 9, 2023 | 3,000,000 shares were publicly issued on August 26, 2025 |
| Issue Date | 2022.11.30 | 2025.08.28 |
| Duration | 6 year | 6 year |
| Number of Units Issued | 2,145 (Each unit entitles the holder to subscribe for 1,000 shares) | 3,000 (Each unit entitles the holder to subscribe for 1,000 shares) |
| Remaining Issuable Units | - | - |
| Ratio of the number of issued subscribable shares to the total number of issued shares | 2.80% | 3.91% |
| Subscription Period | 2024.11.30-2028.11.30 | 2027.08.28-2031.08.28 |
| Exercise method | Issuance of new shares | Issuance of new shares |
| Vesting period and percentage (%) | Stock Warrant Vesting Schedule / Cumulative Maximum Exercisable Ratio November 30, 2024/40% November 30, 2025/60% November 30, 2026/80% November 30, 2027/100% | Stock Warrant Vesting Schedule / Cumulative Maximum Exercisable Ratio August 28, 2027/20% August 28, 2028/40% August 28, 2029/70% August 28, 2030/100% |
| Number of shares subscribed through exercise of the warrants | 1,222,800 shares | 0 shares |
| Amount of the shares subscribed through exercise of the warrants | NTD 47,689,200 | 0 |
| Number of unexercised shares | 789,800 shares (Note 1) | 2,955,000 shares (Note 2) |
| Subscription price per share of the unexercised shares | NTD 39 | NTD 588 |
| Ratio of the number of unexercised shares to the total number of issued shares (%) | 1.03% | 3.85% |
| The effect on shareholders' equity | The number of unexercised stock warrants accounts for 1.03% of the total issued shares and has a limited dilutive effect on shareholders' equity. | The number of unexercised stock warrants accounts for 3.85% of the total issued shares and has a limited dilutive effect on shareholders' equity. |
Note 1: Excludes 132.4 units (132,400 shares) of expired employee stock warrants.
Note 2: Excludes 45 units (45,000 shares) of expired employee stock warrants.
(2) Accumulated until the date of publication of the annual report, the manager who obtained the employee stock option certificate and the names of the top ten employees who obtained the certificate and the number of shares that can be subscribed, the status of the acquisition and the status of subscription
(a) The first issue of employee stock option certificates in 2022
| Title | Name | Total Warrants Granted | % of Total Outstanding Shares | Executed | Unexecuted | |
|---|---|---|---|---|---|---|
| % of Total Outstanding Shares | Amount (NT$ thousands) | Exercise Price | Shares Exercised | % of Total Outstanding Shares | Amount (NT$ thousands) | Exercise Price |
| Manager | CEO | Lin Kuo Ching | 981,000 | 1.28% | 562,800 | 1.28% |
| President | Chou Chih Ming (Note 4) | |||||
| SVP | Chiang Yung Cheng | |||||
| SVP | Chen Kuan Ying | |||||
| SVP | Chen Ching Lien | |||||
| SAVP | Chan Tzu Long | |||||
| SAVP | Lin Hung En | |||||
| SAVP | Wu Ping Jung | |||||
| SAVP | Hsiao Ya Ting | |||||
| AVP | Teng Wei Hsin | |||||
| AVP | Chen Chang Long (Note 1) | |||||
| AVP & Chief R&D Officer | Shiu Shr Han (Note 3) | |||||
| AVP | Hou Chieh Yao (Note 3) | |||||
| SAVP, CFO &CGO | Chin Pao Hua | |||||
| AVP&CSO | Liao Nü Hsiu (Note 2) | |||||
| Sr. Mgr. (F&A) & Head of Acctg. | Chou Hsiang Ling | |||||
| Chief Internal Auditor | Chang Hui Chia | |||||
| Staff | Senior Manager | Lin Chih Nien | 304,000 | 0.40% | 182,400 | 0.40% |
| Senior Manager | Su Yu Ya | |||||
| Manager | Tsai Yi Lin | |||||
| Manager | Lin Yu Tzu | |||||
| Manager | Huang Chen Po Jen | |||||
| Manager | Chen Hsin Liang | |||||
| Manager | Huang Yu Cheng | |||||
| Assistant Manager | Chuang Ping Han | |||||
| Assistant Manager | Chen Jih Sheng | |||||
| Manager | Ho Chung Hsiao | |||||
| Acting Manager | Lin Che Yu | |||||
| Plant Manager | Chu Wen Hsien | |||||
| Manager | Yang Ya Ting |
Note 1:Appointed on January 8, 2025.
Note 2:Appointed on March 13, 2025.
Note 3:Appointed on January 1, 2026.
Note 4:Appointed on May 1, 2026.
(b) The first issue of employee stock option certificates in 2025
| Title | Name | Total Warrants Granted | % of Total Outstanding Shares | Executed | Unexpected | |
|---|---|---|---|---|---|---|
| Shares Exercised | Exercise Price | Amount (NT$ thousands) | Oustanding Shares | Shares Exercised | Exercise Price | Amount (NT$ thousands) |
| Manager | CEO | Lin Kuo Ching | 1,034,000 | 1,35% | 1,034,000 | 0% |
| President | Chou Chih Ming (Note 4) | |||||
| SVP | Chiang Yung Cheng | |||||
| SVP | Chen Kuan Ying | |||||
| SVP | Chen Ching Lien | |||||
| SAVP | Chan Tzu Long | |||||
| SAVP | Lin Hung En | |||||
| SAVP | Wu Ping Jung | |||||
| SAVP | Hsiao Ya Ting | |||||
| AVP | Teng Wei Hsin | |||||
| AVP | Chen Chang Long (Note 1) | |||||
| AVP & Chief R&D Officer | Shiu Shr Han (Note 3) | |||||
| AVP | Hou Chieh Yao (Note 3) | |||||
| SAVP, CFO &CGO | Chin Pao Hua | |||||
| AVP&CSO | Liao Nü Hsiu (Note 2) | |||||
| Sr. Mgr. (F&A) & Head of Acctg. | Chou Hsiang- Ling | |||||
| Chief Internal Auditor | Chang Hui Chia | |||||
| Staff | Senior Manager | Lin Chih Nien | 460,000 | 0.60% | 0 | 0 |
| Senior Manager | Su Yu Ya | |||||
| Manager | Li Chi Chuan | |||||
| Manager | Huang Chen Po Jen | |||||
| Manager | Chen Hsin Liang | |||||
| COO of Singapore Subsidiary | Lin Chien Wei | |||||
| Manager | Ho Chung Hsiao | |||||
| Acting Manager | Wang Yen Min | |||||
| Acting Manager | Lin Che Yu | |||||
| Manager | Tsai Ting Yi | |||||
| COO of U.S. Subsidiary | Ma Rui |
Note 1: Appointed on January 8, 2025.
Note 2: Appointed on March 13, 2025.
Note 3:Appointed on January 1, 2026.
Note 4:Appointed on May 1, 2026
(3) Status of Private Placement of Employee Stock Warrants: None.
- Employee Stock Options: None.
- Status of New Issuance in Connection with Mergers and Acquisitions: None.
- Financing Plans and Implementation: None.
Part IV. Operational Overview
1. Business Activities
(1) Business Scope
a. Contents of business scope
As a specialized engineering company engaged in the planning and design of ultrapure water and wastewater reclamation systems, the Company's main business operations include ultrapure water system engineering, wastewater treatment and reclamation system engineering, system O&M services, customized consumables, resin regeneration, RO membrane cleaning, and seawater desalination engineering.

b.Business percentages
Unit: NT$ thousands ; %
| Year Product Category | 2024 | 2025 | ||
|---|---|---|---|---|
| Business income | Proportion | Business income | Proportion | |
| Engineering income | 7,521,114 | 73.02 | 13,445,050 | 79.50 |
| Service Revenue | 2,779,080 | 26.98 | 3,467,871 | 20.50 |
| Total | 10,300,194 | 100.00 | 16,912,921 | 100.00 |
c.Current lines of product (service) offered
The Company's primary business currently focuses on ultrapure water and wastewater reclamation system engineering for high-tech industrial facilities, as well as the O&M of water systems in fully operational plants, along with consumables cleaning and sales.
Service offerings, depending on the client and scope, generally include the following:
(a) Ultrapure Water and Wastewater Reclamation System Engineering for high-tech factories, including pure water supply systems, wastewater reclamation systems (for TMAH, acidic, alkaline, and metal-containing wastewater), and wastewater
discharge systems.
(b) Service-Oriented Engineering Projects, including outsourced operation of water systems, pipeline modification and maintenance, cleaning and sales of reusable consumables, and chemical sales.
d. Planned Development of New Products (Services)
With the increasing scarcity of industrial water, wastewater recycling and reuse has become one of the most critical environmental issues in industrial sustainability. In addition to meeting the progressively stricter wastewater reclamation requirements set by the Industrial Development Administration (IDA) of the Ministry of Economic Affairs, the rising demand for process water driven by the advancement of semiconductor manufacturing has further underscored the importance of this issue.
The Company continues to develop new wastewater treatment technologies and actively seeks optimized separation materials from international chemical suppliers in order to meet customer demands for higher reclamation efficiency.

Tap Water Consumption and Water Consumption per Wafer-layer

Water Recycling and Usage Efficiency
Total amount of water recycling (million m³)
Average process water recycling rate (%)
Source: TSMC 2024 Sustainability Report
(2) Industry Overview
a. Industry Overview and Development
(a) Development Trends in Reclaimed Water
Although Taiwan is surrounded by the sea and receives an average annual rainfall of approximately $2,500\mathrm{mm}$—2.6 times the global average—its mountainous terrain and short, fast-flowing rivers make it difficult to retain natural rainfall. Coupled with high population density and a concentration of high-tech manufacturing industries, the per capita availability of water resources is only about one-fifth of the global average. Taiwan has therefore been ranked by the United Nations as the 18th most water-stressed country in the world. Amid intensifying global climate change, uneven distribution of water resources, and increasing frequency of extreme weather events, governments and industries worldwide have placed growing emphasis on water resource management. Water reclamation systems have evolved from conventional pollution control facilities designed to comply with environmental regulations into critical infrastructure supporting industrial
production and urban operations.
In recent years, driven by the rapid growth of the semiconductor, electronics manufacturing, and high-tech industries, water demand has exhibited structural growth. Reclaimed water has not only served as an alternative water source but has also become essential for ensuring stable manufacturing processes. Particularly in regions facing higher water scarcity risks—such as southern Taiwan and the western United States—companies have incorporated water reclamation systems into the early-stage design of their facilities, highlighting their increasingly strategic importance.

Of the 16.8 billion cubic meters of usable water resources in Taiwan, agricultural use accounts for $71\%$ , domestic use $19\%$ , and industrial use only $10\%$ . However, agricultural water is primarily sourced from river diversion and groundwater extraction, while domestic and industrial water relies mainly on reservoir supply.
As a result, industrial water consumption effectively competes with and reduces the availability of municipal tap water for public use.

Source: 2024 Annual Report of Taiwan Water

According to the 2024 Annual Report of Taiwan Water Corporation (TWC), although industrial users accounted for only $0.50\%$ of total water users, their industrial water consumption reached 626.99 million cubic meters, representing $24.23\%$ of the total water supply volume of 2.587879 billion cubic meters and $25.55\%$ of total water supply revenue.
Given the increasing scarcity of water resources, the government has promoted the use of reclaimed water, wastewater recycling, and integrated water resource management in order to effectively reduce the volume of industrial water withdrawal. The target industrial water recycling rate has been raised from $70\%$ in 2016 to $75\%$ by 2030.
Industrial Water Conservation Targets in Taiwan
Unit: 100 million tons/year

Source: Ministry of Economic Affairs (MOEA), Taiwan
Industrial water use is generally categorized into three main stages: ultrapure water (UPW) production at the front end, process water reclamation at the intermediate stage, and wastewater treatment at the back end. Due to the diversity of industrial manufacturing processes and significant differences across sectors, the semiconductor industry—particularly with its rapid technological evolution—presents the most complex and dynamic water treatment demands. As semiconductor technology has advanced from aluminum and copper-based processes to today's cobalt-based advanced nodes, the materials used—such as sputtering targets and chemical reagents—have changed significantly. These shifts have led to the need for highly customized and efficient water recycling technologies tailored to different compound wastewaters. This has substantially increased the complexity, technical difficulty, and barriers to entry for midstream process water reclamation solutions. With Taiwan's semiconductor sector expanding rapidly, not only has system design and construction become increasingly challenging, but O&M capacity has also emerged as a new and critical barrier to service providers.
(b) Capital Expenditure in the Semiconductor Industry Drives Demand for Water Reuse Systems and O&M Services.
Most clients that commission Mega Union for water recycling system projects are from the semiconductor industry. This sector features high water consumption, high output value per unit of water, and is heavily concentrated in Taiwan. With many years of cooperation with major global high-tech clients, Mega Union has accumulated extensive experience in system design, construction, and advanced wastewater treatment technologies, which provides the Company with a significant competitive advantage in Taiwan's water reuse market for the semiconductor sector.
During the initial construction phase of a fab, Mega Union provides design and system planning services, offering cost-effective and efficient solutions that meet clients' required water recovery levels and budget constraints. Mega Union is then responsible for equipment procurement, subcontracting, installation, testing, and acceptance. The full plant construction process typically takes approximately one to one and a half years. Upon completion and final acceptance, clients frequently entrust Mega Union with ongoing operation services, including cleaning,
regeneration, and replacement of system consumables.
Global leading semiconductor foundries continue to demonstrate strong capacity expansion momentum. According to SEMI's latest $300\mathrm{mm}$ Fab Outlook report, driven by demand from AI data centers and edge computing, global capital expenditures for $300\mathrm{mm}$ wafer fabs are projected to increase by $18\%$ year-over-year in 2026, reaching US$133 billion, indicating that the industry is entering an accelerated expansion phase.
Future investments are expected to focus on advanced process technologies below 2 nanometers and high-bandwidth memory (HBM). At the same time, supported by government policies worldwide, the trend toward localization of semiconductor supply chains continues to deepen.
In addition, global 12-inch wafer capacity is expected to reach a record high in 2026, reflecting not only an expansion in investment scale but also a concurrent increase in actual production capacity.

(c) Future Outlook of the Semiconductor Industry
According to forecasts by SEMI and other industry research institutions, the global semiconductor industry is entering a new growth cycle, driven by demand from applications such as artificial intelligence (AI), high-performance computing (HPC), electric vehicles, and industrial automation. The global semiconductor market is expected to reach approximately the trillion-dollar level by around 2030, indicating solid long-term growth momentum.
From a global industry perspective, the rapid expansion of AI applications is reshaping the capital expenditure structure of wafer manufacturing. According to SEMI reports, AI-driven computing demand has significantly increased investment in advanced process technologies and high-end memory. Global semiconductor equipment spending is expected to continue expanding and is projected to reach a record high around 2027.
In terms of technological development, investment in the logic and microprocessor segments continues to increase, primarily driven by the advancement of sub-2 nanometer process technologies. Meanwhile, the memory sector is supported by demand for high-bandwidth memory (HBM) and DRAM upgrades, with strengthening investment momentum serving as a key contributor to overall capital expenditure growth.
From a regional perspective, China continues to promote semiconductor self-sufficiency under strong policy support and is expected to remain one of the major
global equipment investment markets. Taiwan remains focused on advanced process technologies, maintaining its critical position in global wafer manufacturing. South Korea continues to reinforce its leadership in the memory sector, while the Americas are accelerating localized manufacturing deployment under policy incentives, driving related investment growth.
Overall, the semiconductor industry is transitioning from a cyclical recovery phase to a structurally driven growth phase led by AI, HPC, and advanced memory demand. Capital expenditures are expected to maintain a steady expansion trend over the medium to long term.
In the semiconductor foundry market, Company T continues to maintain the largest market share. Its share reached $57\%$ in 2021 and is projected to increase to $70.4\%$ by 2025, further reinforcing its position as the leading global wafer foundry.
Top 10 Global Foundry Revenue Rankings (Q4 2025)

Source: TechNews
b. The Relationship Between Upstream, Midstream, and Downstream Industries
Turnkey contractors for high-tech plant water systems serve as intermediaries between project owners and subcontractors of engineering materials, equipment, and labor services.

c. Product Development Trends and Competitive Landscape
(1) Ultrapure Water (UPW) System Solutions
The ultrapure water systems used in high-tech industries include ultrapure water production units and distribution pipeline systems. Comprehensive technical solutions encompass system planning, engineering design (including piping, equipment, and instrumentation/control), equipment fabrication, project implementation and management, and system commissioning. The ultimate objective is to deliver systems capable of producing ultrapure water that meets stringent water quality standards.
Ultrapure water is one of the most critical elements in wet processes employed by industries such as optoelectronics and semiconductors. It is primarily used in the preparation of high-purity chemical solutions, wet etching, wafer cleaning, and immersion lithography. The quality of ultrapure water significantly affects wafer production and product yield. As semiconductor processes continue to advance, the requirements for ultrapure water quality also become increasingly rigorous. Key water quality parameters include particulate matter, microorganisms, dissolved organic and inorganic compounds, and various dissolved gases. For instance, with the advent of immersion lithography, the concentration of urea in ultrapure water must be controlled to extremely low levels to avoid negatively impacting exposure and etching yield. Inorganic impurities such as boron, which can interfere with the electrical characteristics of silicon-based wafers, are also subject to tighter specifications in next-generation manufacturing processes. As wafer manufacturing evolves, ultrapure water solutions must meet increasingly demanding water quality standards, while also ensuring system operational stability and cost-efficiency. In light of environmental sustainability and water conservation initiatives, the use of reclaimed water as feedwater in ultrapure water systems is becoming more
widespread, replacing traditional tap water sources. Furthermore, at the point of use, the application of hydrogen-enriched or ozone-enriched ultrapure water (functional water) is being adopted to reduce reliance on high-pollution chemical agents, thereby supporting waste reduction goals. These developments further increase the complexity of UPW system design. In summary, the technical and management thresholds for ultrapure water systems, particularly for high-purity applications, continue to rise. As a result, market entry has become increasingly difficult for potential new competitors, reinforcing high barriers to entry within this segment.
(2) Wastewater Treatment and Recycling System Solutions
Wastewater treatment and recycling systems encompass the classification and collection of wastewater, treatment processes, and water reuse systems. The overall technical solutions include system planning, engineering design (piping, equipment, and instrumentation/control), equipment fabrication, project execution and management, and system commissioning, with the ultimate objective of enabling clients to meet discharge standards and achieve the required quality for reclaimed water.
Environmental protection and ecological sustainability have become a societal consensus. As public expectations for quality of life rise, environmental standards have also become more stringent. Waste minimization, emission reduction, and resource recovery have become critical issues for enterprises. Under tightening environmental regulations and the growing emphasis on wastewater recycling, the collection and reuse of classified wastewater streams has emerged as an industry trend. In high-tech industries such as semiconductors and panel manufacturing, where production processes are complex, wastewater must be classified and treated separately. The number of such classified systems can reach several dozens, each targeting specific inorganic or organic pollutants to meet increasingly strict discharge and reuse standards. The technologies employed range from basic neutralization, chemical coagulation and sedimentation, and biological treatment, to more advanced processes required for high-grade treatment and water reuse—such as activated carbon adsorption, ion exchange resin adsorption, advanced oxidation, electrochemical treatment, membrane separation, distillation, evaporation, and membrane bioreactors. The overall treatment and recycling process thus becomes more complex and technologically diverse. In addition, high-tech sectors such as the semiconductor industry demand not only high-quality solutions but also rapid construction timelines. Systems must comply with stringent design and quality standards emphasizing safety, stability, cleanliness, treatment efficiency, and automation—raising both technical and managerial entry barriers for new market entrants.
With continuous technological advancement, new manufacturing processes bring about emerging environmental challenges and opportunities. As semiconductor fabrication incorporates new materials and chemicals to improve transistor density and performance, corresponding treatment and recycling solutions must be developed for newly generated pollutants. Furthermore, under constraints on water
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availability, water usage efficiency must continuously improve. The usage of process chemicals per wafer is increasing, leading to higher concentrations of pollutants in wastewater. Accordingly, treatment solutions must address both quality and quantity concerns. In this context, industry players with substantial experience and R&D capabilities gain a distinct competitive advantage. This trend favors larger, established players in the market.
(3) Green Circular Solutions
In ultrapure water and wastewater recycling systems, a substantial quantity of consumables is utilized, including activated carbon, ion exchange resins, reverse osmosis (RO) membranes, ultrafiltration (UF) membranes, degassing membranes, and various types of separation membranes. Amid growing emphasis on environmental sustainability, extending the service life of these consumables through system design optimization, innovative materials, or recycling processes has become a critical part of overall green circular solutions. These solutions aim to reduce operational costs while achieving environmental waste reduction objectives. Key trends in green circular solutions include:
a. Green Treatment Processes: In addition to traditional considerations such as removal efficiency and capital cost, treatment processes must also comply with regulatory requirements and environmental impact commitments. Given the significant increase in waste disposal costs in recent years, waste reduction has become increasingly beneficial from a cost-control perspective. Features of green treatment processes include:
(a) Lower consumable usage and extended service life, thereby reducing waste generation.
(b) Reduced chemical consumption, minimizing chemical usage and associated water pollution.
(c) Environmentally friendly consumables and reagents, such as the use of low-pollution, recyclable materials, or naturally degradable chemicals.
(d) Processes with low pollutant output and low energy consumption, for example: Replacing conventional activated sludge systems with membrane bioreactor (MBR) processes that produce less sludge. Employing ion adsorption-desorption followed by electrolytic recovery to replace chemical precipitation of copper and cobalt. Using vapor compressors in lieu of multi-effect evaporation systems.
b. Development and Application of Green Materials: Green materials, defined as environmentally friendly consumables or reagents, must strike a balance between ecological sustainability and functional performance. This may involve the development of catalytic agents to replace chemical reagents, and exploring possibilities for material reuse. Continuous investment in R&D is essential for the advancement of green materials and their practical applications.
c. Establishment of Economically Scalable Consumable Recycling Programs and Facilities: Promoting a circular economy is a key government policy, and
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enterprises are increasingly investing in ESG initiatives. Consumables recycling involves two main stages: 1. Technology Development: Recycling processes must undergo rigorous validation to ensure feasibility and operational stability within the system. 2. Commercial Scale Production: Commercialization poses significant challenges comparable to technical development. Economic scale is necessary to meet cost-benefit thresholds and legal requirements for resource recovery. As the overall water resource and recycling market expands, the economic feasibility of operating dedicated recycling plants increases significantly.
In the development of green circular economy initiatives, technological R&D capabilities and economic scale are key competitive advantages for solution providers. Enterprises capable of delivering comprehensive green services—including eco-friendly treatment processes, green materials and chemicals, waste minimization and recycling treatment, and outsourced system operations management—are poised to gain a distinct competitive edge in the industry.
(4) Water Treatment Chemicals and Materials
Water treatment chemicals and materials are widely applied in the following four system categories: 1. Industrial water systems (including utility water, purified water, and ultrapure water systems). 2. Wastewater treatment and recycling systems. 3. Cooling water systems. 4. Boiler water systems. All four categories exhibit a growth trend in tandem with the increasing demand for industrial water, particularly ultrapure water systems and wastewater treatment/recycling systems, which demonstrate growth above the industry average. Ultrapure water systems benefit from the significant capital expenditures in the high-tech industry, while wastewater treatment and recycling systems are driven by rising water reuse rates.
Water treatment chemicals can be classified into two main categories: 1. Bulk chemicals, such as acid and alkali neutralizers, coagulants (e.g., alum, ferric sulfate, ferric chloride), and disinfectants (e.g., chlorine, sodium hypochlorite). 2. Specialty chemicals, such as flocculants, biocides, corrosion and scale inhibitors, heavy metal chelating agents, and other specialty pollutants removal agents, as well as ion exchange resins.
Given the long-term trend of water scarcity and the continuous increase in industrial water consumption driven by economic growth, industries must prepare for water shortage risks and adapt to rising costs of tap water and recycled water. Enhancing industrial water efficiency has become a key issue. Meanwhile, rising environmental awareness has fueled increased demand for environmentally friendly water treatment chemicals, driving the growth of customized project-based services. In addition to chemical sales, developing technical service capabilities has become a strategic focus within the water treatment chemical industry. To meet client needs in water resource management and environmental policies, providers must offer comprehensive green solutions with a full suite of services. These include process selection, treatment planning and design, customized formulation, dosing strategies, performance monitoring, and corresponding environmental
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compliance support, such as wastewater treatment, water efficiency improvement or reuse technologies, technical training, and outsourced operations management. Against this backdrop, large-scale enterprises with comprehensive system engineering capabilities gain significant competitive advantages.
Trends in Water Treatment Chemicals and Materials:
a. Development and application of eco-friendly and green chemicals:
Green water treatment chemicals are moving toward non-toxic, harmless, and biodegradable formulations to minimize environmental impact and align with long-term sustainability goals.
b. Development and application of water- and energy-saving technologies and chemicals:
Through process optimization, solutions aim to enhance both energy and water use efficiency, contributing to enterprise-wide energy-saving and carbon-reduction strategies.
c. Development and application of high-efficiency or multifunctional chemicals:
By creating new chemical formulations or optimizing existing ones, high-performance or multifunctional chemicals can reduce consumption volumes, improve treatment effectiveness, achieve carbon reduction, and lower operational costs.
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(3) Technology and R&D status
- R&D expenditure in the most recent fiscal year and up to the annual report publication date
Unit: NT$ thousands; %
| Item\Year | 2025 | As of March 31, 2026 |
|---|---|---|
| R&D expenses (A) | 70,856 | 20,217 |
| Operating income (B) | 16,912,921 | 4,706,862 |
| Ratio (A)/(B) (%) | 0.42 | 0.43 |
Note:Figures above based on 2024 audited consolidated financial statements and 2025 first quarter reviewed consolidated financial statements.
2. Newly Developed Technologies or Products in the Most Recent Fiscal Year and as of the Date of Publication of this Annual Report
| Year | Classification | Benefits of the Developed Product | Technical Description |
|---|---|---|---|
| 2024 | New Technology | High-Gravity CO2Capture Technology | Through a high-gravity process, calcium ions introduced into wastewater absorb carbon dioxide, simultaneously removing scaling precursors and producing calcium carbonate (CaCO3) to support circular economy and sustainability practices. |
| New Technology | Advanced Spent Sulfuric Acid Treatment Technology | Spent sulfuric acid generated from production processes is rapidly processed into reusable industrial-grade sulfuric acid, utilizing enhanced treatment mechanisms that offer superior efficiency compared to legacy methods. | |
| 2025 | Product | Phosphorus Removal Agent | Developed for the 2027 phosphate regulations. This high-efficiency removal agent treats low-concentration phosphoric acid wastewater and optimizes effluent conductivity. |
| Product | Short-Chain PFAs Adsorbent | Developed high-performance adsorbent materials with enhanced adsorption capacity to address the anticipated 2027 regulations on C4 and shorter-chain PFAs compounds. | |
| New Technology | Phosphate Resource Recovery | In response to 2027 regulations, this technology transforms high-concentration phosphoric acid wastewater into industrial-grade phosphoric acid for resale, achieving a true circular economy. | |
| New Technology | Coolant Recovery Technology | Facilitates the recovery and reuse of Ethylene Glycol (EG) and Propylene Glycol (PG) coolants used in AI and data centers. It reduces operating costs, minimizes waste, and lowers carbon emissions. | |
| New Technology | ROAM System: IPA Wastewater & Recovery | Effectively separates ammonia nitrogen from Isopropyl Alcohol (IPA). The system can recover IPA and increase its concentration by more than 20 times. | |
| New Technology | MBR Bio-System Optimization | Enhances the efficiency of Membrane Bioreactor (MBR) biological systems while reducing equipment weight and power consumption, meeting energy-saving and carbon-reduction goals. |
(4) Short-term and Long-term Business Development Plans
- Short-term Business Development Plans
(1) Actively pursue turnkey engineering and service projects related to ultrapure water and wastewater recycling systems in Taiwan’s high-tech industry.
(2) Expand into overseas markets to serve high-quality Taiwanese enterprises and reputable international corporations.
(3) Develop new material suppliers and collaborate with high-quality subcontractors.
(4) Improve engineering quality and enhance customer satisfaction.
(5) Increase the self-ownership rate of production and service facilities to align with sustainability goals and enhance employees' sense of belonging.
- Medium- to Long-Term Business Development Plans
(1) Implement sound corporate governance practices to achieve sustainable business operations.
(2) Promote industry-academia collaboration to continuously introduce talent and facilitate talent development.
(3) Strengthen vertical integration across the industry value chain to enhance the competitiveness of engineering services.
(4) Deliver innovative and optimized total solutions to create a win-win-win outcome for the environment, customers, and Mega Union.
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2. Market and Sales Overview
(1) Market analysis
a.Key products (services) sale (supply) areas
Unit: NT$ thousands; %
| Year Area | 2024 | 2025 | ||
|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | |
| Taiwan | 8,855,805 | 85.98 | 11,710,858 | 69.24 |
| Singapore | 583,095 | 5.66 | 1,668,968 | 9.87 |
| USA | 529,490 | 5.14 | 3,227,849 | 19.09 |
| Mainland China | 301,926 | 2.93 | 261,136 | 1.54 |
| Others | 29,878 | 0.29 | 44,110 | 0.26 |
| Total | 10,300,194 | 100.00 | 16,912,921 | 100.00 |
b.Market Share
In Taiwan, engineering projects related to ultrapure water systems, wastewater recycling, and wastewater treatment are primarily sourced from two sectors: public infrastructure and the manufacturing industry. Public sector projects include large-scale municipal sewage systems, wastewater treatment plants in industrial parks, and seawater desalination plants. For the manufacturing sector, water-related systems encompass the upstream ultrapure water systems, midstream recycling systems, and downstream wastewater treatment systems.
Mega Union was founded in 2004, with its core team having previously served at the Taiwan branch of the U.S.-based Ionics Inc. The team originally specialized in industrial water treatment systems for domestic panel and PCB manufacturers while working for foreign enterprises. In the past, industrial ultrapure and wastewater recycling systems in Taiwan were predominantly designed and executed by U.S. and Japanese firms, with system O&M subsequently handled by the end-users. By leveraging its professional expertise, extensive industry experience, and localized service capabilities, Mega Union has gradually replaced Japanese competitors in undertaking wastewater recycling engineering projects. Expanding beyond its initial focus on panel and PCB industries, the Company successfully entered the semiconductor sector, and extended its scope from wastewater and recycling systems to include ultrapure water systems. Today, Mega Union provides clients with comprehensive, integrated services that span system design, engineering, and operations & maintenance. The Company's one-stop, localized approach has earned it high praise from clients and an outstanding reputation in the industry.
Based on company interviews and publicly available information, the revenue scale of domestic water engineering companies in 2025 is summarized in the table below. The overall market size of the domestic water engineering sector is estimated at approximately NT$54 billion. Based on the Company's revenue scale in 2025, its market share is estimated to be approximately 22%.
| Company Name | Business Category | Revenue in 2025 (NT$ Billion) | Estimated Market Share |
|---|---|---|---|
| Mega Union | Industrial Water Recycling / Utilization | 117(Note 1) | 22% |
| CTCI Corporation | Environmental Resource Services (Incinerator management, water treatment, air pollution prevention, environmental impact assessments, river restoration) | 99.8 | 18% |
| Chien Yueh Technology Engineering Co., Ltd.(Subsidiary of TOPCO SCIENTIFIC CO., LTD) | Environmental Engineering Service Systems (Cleanrooms and Laboratory Projects) | 59.9 | 11% |
| HDEC Corporation (Subsidiary of Continental Holdings Corporation) | Water treatment public works contracting and maintenance | 77.2 | 14% |
| FOREST WATER ENVIRONMENTAL ENG'G CO., LTD. | Water treatment public works and operational maintenance | 51.2 | 9% |
| Trusval Technology Co., Ltd | Utility services – electricity and water supply systems | 63.5 | 12% |
| China Ecotek Corp. | Environmental Engineering (Wastewater treatment, air pollution prevention, industrial waste recycling and treatment) | 21.0(Note 2) | 4% |
| AUO Envirotech Inc.(Subsidiary of AUO Corporation) | Environmental engineering project planning, design and construction | 10.0 | 2% |
| EVER-CLEAR ENVIRONMENTAL ENG.CORP | General water treatment and wastewater treatment projects | 5.7 | 1% |
| Others (including UNITED PURIFICATION TECHNOLOGY CO.,LTD., Ping Ho Environmental Technology Co.,Ltd., and other companies) | Ultrapure water system design, construction and maintenance | 30-35 | 6% |
| Total | Approximately NT$ 54 billion | 100% |
Note 1: Revenue is classified based on the location of customers; the regional category refers to revenue generated in Taiwan.
Note 2: Revenue figures for environmental engineering, chemical reagents, engineering materials, and other sales are based on 2025 data.
c. Future Market Supply and Demand Status and Growth Potential
(1) Taiwan Market
Due to Taiwan's geographic and climatic constraints, water resource storage is challenging. Coupled with the effects of global climate change and the continuous increase in domestic water demand, the stability of traditional water sources is under pressure. In recent years, rising environmental awareness in Taiwan has led to growing demands for water recycling, driving increasing investment in wastewater recycling facilities for new plant constructions year by year.
Taiwan has become a global hub for optoelectronics and semiconductor manufacturing, forming complete industrial clusters for upstream and downstream supply chains, particularly in the semiconductor sector. With advancements in third-generation semiconductors, cutting-edge process technologies, and advanced packaging, the industry continues to expand both technologically and in production capacity. Long-term capital expenditures in semiconductor-related industries are expected to grow alongside rising demand in areas such as high-performance computing (HPC), artificial intelligence (AI), and electric vehicles (EVs). Consequently, services related to system equipment installation, maintenance, consumables cleaning, replacement of water treatment chemicals, and system operation will also grow steadily in line with capital investment trends.
(2) China Market
According to industrial analyses by the Taiwan Institute of Economic Research, China ranks as the sixth-largest semiconductor supplier globally, though its market share remains in the low single digits. Amid the US-China trade war, the United States has imposed technology restrictions that have hindered the development of China's semiconductor industry, especially in areas such as advanced fabrication equipment, critical chips, and talent acquisition needed for localization efforts.
Nevertheless, the Chinese government has continued to roll out supportive policies to promote the establishment of an independent semiconductor supply chain. These include expanding tax incentives to cover integrated circuit (IC) design, IC manufacturing, IC packaging and testing, semiconductor equipment, materials, and software sectors. With advantages in funding, materials, talent, and control over downstream demand, China has defined a strategic policy direction in its 14th Five-Year Plan to boost domestic development ("internal circulation") in the semiconductor sector, supported by substantial financial backing. The second phase of the "Big Fund," with over RMB 200 billion, focuses investments on critical areas in the semiconductor field, aiming to escape Western restrictions and establish a self-reliant path forward for the industry.
Leveraging over a decade of experience undertaking ultrapure and wastewater system projects for clients such as Huawei, Nanjing T Company, and BOE Technology Group, the Company's indirect subsidiary, Shanghai Mega Union Environmental Technology Co., Ltd. ("Shanghai Mega Union"), has built a strong reputation in the semiconductor and panel manufacturing sectors. With these qualifications and project track records, Shanghai Mega Union continues to prudently pursue related project opportunities, and its business development prospects in Mainland China remain promising.
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(3) United States Market
U.S. chip manufacturers account for one-third of the global semiconductor industry revenue; however, neither these companies nor their Asian foundry partners manufacture such advanced chips within the U.S. Given the pivotal role of semiconductors in the modern economy and their strategic significance in the era of artificial intelligence and warfare, the U.S. enacted the CHIPS and Science Act in 2022 to promote the reshoring of semiconductor manufacturing and to protect key technology supply chains from geopolitical tensions and other disruptions, triggering a structural transformation of the industry. The Act plans to provide over US$50 billion in government subsidies and tax incentives to boost domestic semiconductor production. Motivated by commercial considerations and geopolitical factors, major players have announced significant investments in the U.S.: Taiwan’s leading wafer foundry company T has committed US$40 billion to build advanced wafer fabs in Arizona; South Korea’s S plans to invest US$17 billion in Texas; and U.S. semiconductor giant Intel will invest US$100 billion to build five wafer fabs and two advanced packaging facilities in Arizona, Ohio, New Mexico, and Oregon. These developments demonstrate the U.S. ambition to reclaim leadership in next-generation technology and manufacturing, with the goal of producing approximately 20% of the world’s advanced chips domestically by 2030. In alignment with this global trend and to better serve its key clients, Mega Union has recently established a service base in the U.S. to provide localized support and services.
(4) Southeast Asia Market
As U.S.-China geopolitical tensions escalate, Southeast Asia has emerged as a key region for the relocation and "de-risking" of the global semiconductor supply chain. According to Lianhe Zaobao (Singapore) citing the United Nations Conference on Trade and Development (UNCTAD)’s World Investment Report on July 31, 2024, Singapore attracted US$160 billion in foreign direct investment in 2023—an increase of 13% from the previous year—ranking first in ASEAN and third globally. Singapore boasts a highly developed semiconductor industry ecosystem, encompassing the entire supply chain from design, manufacturing, packaging, and testing to devices, materials, and distribution. The region is home to numerous globally renowned semiconductor enterprises, including TSMC, VSMC, UMC, SSMC, GlobalFoundries, Siltronic, and TOPPANHD. According to data from Statista, Singapore’s semiconductor market is projected to grow at a compound annual growth rate (CAGR) of 7.85% from 2024 to 2027, reaching a market value of US$56.91 billion by 2027. In response to these market dynamics and to provide more responsive support to key clients, the Company’s subsidiary, Singapore Mega Union, was established in 2018 to serve as a localized service base in the region.
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d.Competitive Advantages
(1) Solid Legacy and Extensive Project Track Record
Established in 2004, Mega Union has inherited the management philosophy and engineering traditions of former U.S.-based professionals. With over two decades of experience and a corporate mission rooted in the principles of sustainability and circular development, the Company has obtained international certifications such as ISO 9001 and OHSAS 18001. Mega Union has successfully delivered nearly 300 large-scale turnkey projects both domestically and internationally, demonstrating a strong track record in ultra-pure water and wastewater recycling systems for advanced manufacturing facilities. The Company's clientele includes leading enterprises in the fields of semiconductor foundry, packaging, memory, PCB, display panel, LED, and solar energy.
Through excellence in system design and engineering execution, Mega Union has earned a robust reputation for quality and reliability across the industry.

(2) Professional Engineering Team
The Mega Union team is primarily composed of former core personnel from U.S.-based water treatment companies operating in Taiwan, as well as domestic technical experts in the field of ultrapure water. Our team members possess extensive experience working in multinational corporations and possess internationally aligned capabilities in ultrapure water systems and process water recycling for the semiconductor and optoelectronic industries. Mega Union’s professional technical staff includes environmental engineering master’s degree holders, chemical engineering professionals, licensed environmental engineers, electrical engineers, mechanical engineers, process engineers, occupational safety engineers, and instrumentation and control (I&C) engineers.
In addition to daily on-the-job training to strengthen technical skills, the Company regularly organizes internal and external training sessions led by seasoned personnel and external lecturers. These training programs focus on knowledge sharing and professional development. Through continuous learning and mentorship, Mega Union ensures the ongoing enhancement of its employees’ expertise and competencies, thereby maintaining its innovative drive and competitive edge within the industry.
(3) Sound Financial Structure and Strategic Supply Chain Integratio
Backed by a well-established operational scale, Mega Union maintains long-term partnerships with both domestic and international material suppliers and subcontractors. Leveraging years of collaborative experience, these suppliers often provide the Company with early access to newly developed, highly competitive materials for pilot testing. Mega Union integrates these materials into its wastewater recycling system designs, ensuring optimal system performance and innovation. For the vast majority of raw materials, Mega Union engages directly with manufacturers, benefiting from favorable purchasing conditions and volume-based rebate programs due to its procurement scale.
On the engineering front, the Company works closely with trusted subcontractors who possess strong, in-house field execution teams. In collaboration with Mega Union’s on-site supervision and safety management protocols, subcontractors are able to mobilize over 200 personnel per day for a single project. These teams are well-versed in the stringent operational and safety standards required by today’s leading semiconductor manufacturers.
e. Favorable and Unfavorable Factors Affecting Future Outlook and Corresponding Countermeasures
(1) Favorable Factors
a. Technological Innovation Driving Industrial Expansion
Technological advancements in the semiconductor, optoelectronic, and other electronics-related industries have driven manufacturers to expand or upgrade their production facilities to meet evolving manufacturing needs. Mega Union has experienced steady growth in alignment with these broader industry trends
b. Global Water Scarcity and Rising Environmental Awareness
With global water resources becoming increasingly scarce and sustainability gaining importance, Taiwan faces particular challenges in managing water supply distribution across its northern and southern regions. The science and
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industrial parks in central and southern Taiwan are especially water-intensive zones. Consequently, the Ministry of Economic Affairs and Environmental Impact Assessment Committee have progressively raised the required proportion of self-supplied and recycled water for new facility developments, which in turn drives demand for water treatment and reuse systems.
c. Established and Stable Supplier Relationships
The Company has maintained long-term partnerships with key suppliers, fostering strong, stable collaborative relationships that enhance procurement efficiency and technical reliability.
d. Robust Financial Position and Banking Support
Mega Union benefits from a sound financial structure, with well-diversified banking channels and a healthy proportion of internally generated capital. The Company maintains strong financial ratios, supporting its operational resilience and flexibility in capital deployment.
e. Experienced Talent Pool and Comprehensive Technical Services
The Company boasts a team of seasoned professionals with extensive experience in system planning, design drafting, engineering procurement, system commissioning, water quality testing, operations, and consumables maintenance. This enables Mega Union to provide clients with full-spectrum, value-added services tailored to complex industrial water treatment needs.
(2) Unfavorable Factors and Countermeasures
a. Rising Raw Material Prices
According to the Directorate-General of Budget, Accounting and Statistics (DGBAS), the annual growth rate of the Construction Cost Index in 2025 was 1.99%, showing an upward trend.
Countermeasures:
The Company maintains stable product pricing and supply security through procurement contracts with suppliers. To respond to extended lead times, safety stock levels of general materials and consumables have been appropriately increased. During project bidding, the most updated quotations from material and subcontracting vendors are collected to ensure pricing accuracy. Current material price levels are reasonably reflected in quotations to clients, thereby safeguarding the Company's expected margins.
b. Exchange Rate Volatility
The U.S. Federal Reserve initiated an interest rate cut cycle in 2025, with interest rates declining from their peak levels in 2024 and maintaining an accommodative stance into 2026. As inflationary pressures eased and economic momentum softened, coupled with the impact of geopolitical developments and changes in trade policies, the U.S. dollar exhibited a
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volatile and generally weakening trend. Meanwhile, the New Taiwan dollar fluctuated within a relatively stable range.
Countermeasures:
The Company quotes its overseas projects in U.S. dollars. As export revenue and imported materials are both denominated in US$, timing differences in collections and payments are mitigated through foreign currency financing, achieving a natural hedge. Should any imbalance arise in future between US$ receipts and payments, the Company will utilize forward contracts or time deposits to hedge against exchange rate fluctuations.
c. Risk of Interest Rate Hikes
Following its final rate hike at the end of 2024, the Central Bank of the Republic of China (Taiwan) maintained interest rates at elevated levels throughout 2025. In 2026, in line with the global shift in monetary policy, the central bank began implementing gradual rate cuts. Although overall interest rate levels have moderated slightly from their peak, they remain relatively high, and the pressure on corporate funding costs has not yet been fully alleviated.
Countermeasures:
The engineering industry typically faces challenges in working capital turnover due to the time lag between making material down payments and receiving client payments based on progress. In addition to seeking appropriate advance payments from customers for engineering projects, the Company will continue to maintain close relationships with financial institutions to obtain more favorable financing terms and mitigate the potential adverse effects of interest rate fluctuations. Going forward, the Company will evaluate the availability and cost of various financing channels on a comprehensive basis in order to meet its funding needs.
d. Challenges in Talent Recruitment and Retention
As an engineering service provider, the Company faces relatively high employee turnover due to the challenging nature and variability of work environments for engineering professionals. Recruitment, development, and retention of skilled personnel remain key areas of focus.
Countermeasures:
The Company continuously implements retention programs for outstanding employees, including distributing employee bonuses at the maximum level permitted by the Articles of Incorporation, subject to shareholder approval. A mentorship model is adopted whereby senior engineers and technical experts train one to two new employees, which helps reduce the workload of senior staff and accelerates professional development of junior employees.
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Through industry-academia collaboration, a foundation established by the late founder Mr. Kuo-Yi Chen provides scholarships to outstanding students. The Company also partners with universities to foster familiarity among students with Mega Union, increasing the likelihood that graduates will choose the Company for their careers. Furthermore, internal training programs are continuously reinforced through structured junior and advanced professional courses led by senior management to promote knowledge transfer and elevate employee capabilities.
(2) Important purposes and production processes of major products
a. Major Products and Their Applications
Megaunion is a comprehensive water resource solutions provider, offering clients ultrapure water systems, wastewater treatment systems, wastewater reclamation systems, system operations, resource recovery and reuse solutions, and related chemical supply services. In recent years, the Company has particularly focused on developing sustainable and environmentally friendly water solutions, with continued R&D investment targeting the circular and sustainable demands arising from advanced semiconductor processes—such as stream separation, treatment, and reuse. These solutions aim to reduce the environmental impact of wastewater and waste, lower clients' treatment costs, and support the joint pursuit of green manufacturing and circular sustainability.
| Main Product | Application Scope |
|---|---|
| High-Tech Water System Integration (Engineering Projects) | Planning, design, manufacturing, outsourcing of ultrapure water, wastewater treatment, and wastewater recycling systems for the high-tech industry; including electrical and instrumentation control, piping design, engineering supervision, installation, and commissioning. |
| Sustainable Circular Solutions (O&M Services) | System equipment upgrades for operational plants (energy saving / optimization); system O&M services; RO membrane and resin cleaning and regeneration; and chemical product sales. |
b. Production Process
Prior to acquiring a project, the Company first evaluates the client's requirements and obtains relevant project specifications, drawings, and tender documents. The business development department conducts cost estimations, and upon managerial approval, prepares a quotation or submits a bid.
Upon successful project acquisition, a project kick-off meeting is held, and a dedicated project manager is appointed. The project manager finalizes the engineering budget and initiates purchase requests, which are then handled by the procurement department for the sourcing of materials and equipment. As the project progresses, the project manager submits progress verification documents and invoices to the client. After construction is completed, a functional test run is conducted, followed by formal acceptance from the client, marking the completion of the project and commencement of the warranty period.
After acceptance, major clients often commission Mega Union to provide system operation services, along with ongoing support such as cleaning, regeneration, and replacement of consumables for the installed systems.
The Company's Main Production Process is as Follows:
(a) Order Acquisition


(b) Project Execution
(3) Status of major material supply
The Company and its subsidiaries have established stable and positive relationships with domestic suppliers. The primary modes of operation are as follows:
-
Project-Based Engineering Contracting:
Based on project requirements, the Company either subcontracts both labor and materials to suppliers or provides materials to contractors for on-site execution. The scope of subcontracting includes custom tank fabrication, electromechanical engineering, piping engineering, pipe rack engineering, and equipment prefabrication, among others. -
Project-Based Equipment Procurement:
Equipment purchases are made in accordance with project needs and primarily include monitoring instruments, plastic pipes, pipe fittings, iron components, pumps, valves, wiring materials, hardware, and various site-specific equipment. -
Centralized Procurement:
Centralized sourcing is carried out for consumable materials such as reverse osmosis (RO) membranes, ion exchange resins, reverse osmosis components, and chemicals.
All suppliers are reputable vendors from both domestic and international markets. The on-site contractors are experienced teams specializing in engineering works for the high-tech industry. Through years of collaboration, the Company has developed a strong foundation of mutual trust with its partners, resulting in outstanding performance in delivery timeliness and quality control.
(4) Name of customer with over ten percent of total purchase (sales) in one year for the previous two years and its amount and ratio of purchase (sales), explain the reason for the variation:
- Information of Suppliers with over ten percent of total Purchases in one year for the previous two years:
Unit: NT$ thousands ; %
| 2024 | 2025 | As of end of Q1' 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Net ratio of annual sales | Relationship with issuer | Name | Amount | Net ratio of annual sales | Relationship with issuer | Name | Amount | Net ratio of annual sales | Relationship with issuer |
| 1 | None | - | - | - | - | - | - | - | - | - | - | - |
| 2 | Others | 6,346,774 | 100.00 | - | Others | 10,506,899 | 100.00 | - | Others | 3,070,619 | 100.00 | - |
| Net Purchases | 6,346,774 | 100.00 | - | Net Purchase | 10,506,899 | 100.00 | - | Net sales | 3,070,619 | 100.00 | - |
Trend analysis: The Company and its subsidiaries maintain a diversified sourcing structure and do not have significant reliance on any single supplier.
- Information of customer with over ten percent of total sales (service) in one year for the previous two years:
Unit: NT$ thousands ; %
| 2024 | 2025 | As of end of Q1' 2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | Net ratio of annual sales | Relationship with issuer | Name | Amount | Net ratio of annual sales | Relationship with issuer | Name | Amount | Net ratio of annual sales | Relationship with issuer |
| 1 | Customer T | 7,877,768 | 76.48 | None | Customer T | 13,064,633 | 77.25 | None | Customer T | 3,894,243 | 82.74 | None |
| 2 | Others | 2,422,426 | 23.52 | - | Others | 3,848,288 | 22.75 | - | Others | 812,619 | 17.26 | - |
| Net sales | 10,300,194 | 100.00 | - | Net sales | 16,912,921 | 100.00 | - | Net sales | 4,706,862 | 100.00 | - |
Note 1: The names of customers with over ten percent of total sales for the previous two years and their amount and ratio of sales are listed, but if the contract forbids disclosure of customer names or whether the counterparties are individuals and non-related parties, codes may be used.
Trend analysis: The changes in sales customers of the Company and its subsidiaries are the result of normal business operations and do not involve any unusual or exceptional circumstances.
- The employee profile for the recent two years and as of the printing date of annual reports is as follows:
Unit: person; %
| Item/Year | 2024 | 2025 | As of April 31, 2026 | |
|---|---|---|---|---|
| Number of employees | Direct | 906 | 1,055 | 1,112 |
| Indirect | 168 | 186 | 185 | |
| Total | 1,074 | 1,241 | 1,297 | |
| Average age | 34.00 | 34.06 | 33.88 | |
| Average years of service | 4.31 | 4.26 | 4.19 | |
| Education distribution ratio | Doctor | 0.09 | 0.16 | 0.16 |
| Master | 9.31 | 9.55 | 9.30 | |
| University | 76.45 | 75.63 | 75.66 | |
| Junior college | 11.45 | 12.31 | 12.56 | |
| Other | 2.70 | 2.35 | 2.32 |
- Environmental Protection Expenditure
For the previous year and as of the printing date of annual reports, provide the total amount of losses (including damages) and penalties due to environmental pollution, and describe future countermeasures (including improvement measures) and possible expenses (including estimated amounts of losses, penalties and damages that may occur if the countermeasures are not adopted; for those that cannot be reasonably estimated, explain the reason): The Company has not incurred any losses due to environmental pollution in the most recent fiscal year or up to the date of publication of this Annual Report.
- Labor Relations
(1) List each employee benefit practice, continuing education, training, retirement system and their implementation, as well as labor-capital agreements and implementation of each employee rights maintenance.:
The Company maintains harmonious and stable labor relations, fostering a proactive and positive business outlook. It further enhances enhancing employee welfare while ensuring open and effective communication channels between labor and management. Through the collective efforts of all employees and the full utilization of individual talents, both the employees and the Company grow together and share in the achievements of their success.
- Employee benefit practices
In addition to complying with the relevant provisions of the Labor Standards Act of the Republic of China by providing national health insurance and labor insurance, the Company also offers group insurance coverage and contributes to individual labor pension accounts to ensure comprehensive employee welfare. The measures and their implementation are as follows:
(1) Employees are entitled by law to annual leave and retirement fund contributions. A Welfare Committee has been established to oversee various employee welfare activities and safeguard labor rights and interests.
(2) In addition to mandatory participation in labor insurance and national health insurance, all employees are also covered by supplementary commercial insurance plans, including accidental and cancer medical insurance, with premiums fully paid by the Company.
(3) The Company provides fixed subsidies for health checkups and periodically organizes employee activities and travel events to enrich employees' leisure time and
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strengthen camaraderie among colleagues.
2. Employee continuing education
To enhance employees' technical capabilities, improve work efficiency, and strengthen their awareness of product quality, the Company implements training programs in accordance with its Annual Training Plan. Both internal and external training courses are conducted concurrently to develop the professional competencies of employees across all functional departments. The training programs include the following:
(1) New Employee Orientation:
On the first day of employment, newly hired staff are provided with introductory sessions covering the Company's corporate culture, organizational history, work rules, employee benefits, important notices, and workplace environment to help them gain a basic understanding of the Company.
(2) On-the-Job Training:
Training designed to cultivate employees' professional skills, knowledge, and managerial capabilities relevant to their job roles.
(3) Professional Competency Training:
Employees are sent to external institutions, as needed, to receive professional training and obtain relevant inspection or certification qualifications.
3. Retirement system and its implementation
The Company handles employee retirement matters in accordance with applicable laws and regulations. For employees covered under the Labor Standards Act pension system (Old Scheme), the Company makes monthly contributions to a Retirement Reserve Fund, which is deposited into a designated account. A Supervisory Committee for the Retirement Reserve Fund, jointly organized by labor and management representatives, oversees the fund. Retirement payments are made from this reserve account. At the end of each fiscal year, the Company estimates the amount of retirement payments required for employees expected to qualify for retirement in the following year. Any shortfall is supplemented within the legally prescribed period to ensure adequate funding for future obligations.
Since the implementation of the Labor Pension Act (New Scheme) on July 1, 2005, employees have been allowed to choose between continuing under the Labor Standards Act or adopting the new pension system while retaining years of service accrued prior to the transition. Employees originally covered under the Labor Standards Act who opt for the New Scheme, as well as those who join the Company after its implementation, are enrolled in a defined contribution plan. Under this plan, the Company contributes 6% of the employee's monthly wage to the employee's individual pension account under the Labor Pension Act.
4. Labor-capital agreements and employee rights maintenance measures
The Company has established a comprehensive management system and maintains harmonious labor relations with open and effective channels of communication. Any employee concerns or opinions are handled appropriately and in a timely manner.
(1) Employee Welfare Measures
I. A Welfare Committee has been established to allocate employee welfare funds in accordance with legal requirements and to carry out various welfare-related activities.
II. Provision of labor insurance and national health insurance for employees.
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III. Issuance of holiday and festival bonuses.
IV. Allocation of retirement reserve funds in accordance with government regulations.
(2) Health Management Measures
To safeguard employee health, the Company conducts regular health checkups. In addition to statutory health examination items, budget is allocated to include common cancer screening tests such as ultrasound examinations. The results are analyzed and managed through a risk-based classification system, with regular followups maintained for individuals based on risk level.
(3) Group Insurance
In addition to the basic coverage provided by social insurance, the Company also offers group insurance plans that cover injuries and illnesses, thereby supplementing the protection offered by public insurance schemes.
(2) For the recent year and as of the printing date of annual reports, list the losses incurred by industrial conflicts, and disclose estimated amounts and responsive measures for losses that may occur now or in the future; if a loss cannot be estimated reasonably, state the reason:
- The Company has consistently placed great importance on maintaining harmonious labor-management relations. In the most recent fiscal year and up to the date of publication of this Annual Report, except for the matters listed in the table below, the Company has not incurred any material losses arising from labor disputes.
| Date of Disposition | Disposition Reference No. | Violated Regulation | Violation Description | Penalty |
|---|---|---|---|---|
| 2025/1/10 | Nanshi Labor Safety No. 1140123004 | Labor Standards Act, Article 24 | Failure to pay overtime wages in accordance with regulations | Fine of NT$20,000 |
| 2025/2/7 | Government Labor Inspection No. 1140029826 | Labor Standards Act, Article 30, Paragraph 6 | Failure to record employees’ attendance on a daily basis to the minute | Fine of NT$20,000 |
| 2025/5/2 | Government Labor Affairs No. 1140119859 | Labor Standards Act, Article 24, Paragraph 2 | Failure to pay overtime wages in accordance with regulations | Fine of NT$50,000 |
In response to the penalties listed above, the Company has strengthened regulatory training for responsible personnel with respect to the relevant operational procedures to prevent recurrence of similar incidents. The fines have been duly paid, and the aforementioned cases have not had a material impact on the Company's financial or operational performance.
6. Information and communication security management
(1) Describe the information and communication security risk management framework, the information and communication security policy, the specific management plan and the resources invested in the information and communication security management:
- Information and communication security risk management framework
The Company has designated personnel responsible for implementing information and communication security policies and system planning. Regular awareness campaigns and training sessions are conducted to promote information security knowledge and enhance the overall cybersecurity awareness across the organization
- Information and communication security policy
To strengthen information security management and ensure the confidentiality, integrity,
and availability of systems and data, the Company has established an Information Security Policy. This policy covers fourteen management domains, including: information security risk assessment, security organization, human resources security, asset management, access control, cryptographic security, physical and environmental security, operational security, communication security, system acquisition, development and maintenance security, supplier relationship management, incident response and handling, business continuity management, and compliance. These measures aim to prevent potential risks or damages to the Company arising from improper data usage caused by human error, malicious acts, or natural disasters.
- Specific management plan and Resources invested in the information and communication security management
(1) Establishment of Guidelines for User Access Rights and Data Permissions
Access rights are adjusted only after form-based approval processes for new employees, personnel transfers, or resignations. Any modifications to systems or programs must be requested via formal application and approved by the responsible supervisor before execution. Newly appointed supervisors and new employees are required to sign a Confidentiality and Legal Software Usage Declaration, and undergo information security training upon onboarding.
(2) Antivirus Protection
All computers in use must have antivirus software installed, with virus definitions regularly updated.
(3) Database Backup and Recovery
System databases are regularly backed up through both automatic and manual processes, and a recovery plan is in place.
(4) Firewall and Intrusion Monitoring
Firewalls are installed on all servers, and log files are regularly reviewed. Any abnormalities are reported and addressed immediately to counter potential cyberattacks.
The Company will continue to strengthen its information and communication security management to ensure that all data and systems are properly protected.
(2) List the losses, possible impacts and countermeasures caused by major information security incidents in the most recent year and up to the date of publication of the annual report. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated: None.
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- Significant Contracts
| Nature | Contracting party | Commencement date and termination date | Main contents | Restrictions |
|---|---|---|---|---|
| Bank Loan | First Commercial Bank | 2026/01/07 – 2027/01/07 | Revolving credit facility | - |
| Bank Loan | Hua Nan Commercial Bank | 2026/02/13 – 2027/02/12 | Revolving credit facility | - |
| Bank Loan | E.Sun Commercial Bank | 2025/10/08 – 2026/09/22 | Revolving credit facility | - |
| Bank Loan | CTBC Bank | 2025/06/25 – 2026/05/31 | Revolving credit facility | - |
| Bank Loan | Land Bank of Taiwan | 2025/10/01 – 2030/10/01 | Medium-term secured loan | - |
| Bank Loan | Mega International Commercial Bank | 2025/10/14 – 2026/09/02 | Revolving credit facility | - |
| Bank Loan | Yuanta Commercial Bank | 2024/05/23 – 2026/05/22 | Medium-term loan | - |
| Bank Loan | DBS Bank | 2025/12/24 – 2026/12/23 | Revolving credit facility | - |
| Construction Contract | FST Co., Ltd. (Note) | From 2022/02/15, ongoing | Engineering contract | Delay penalties and warranty obligations |
Note: The project owner has not yet completed acceptance inspection; therefore, the project cannot be closed. This is not within the Company's scope of responsibility and thus is not subject to any penalties.
Part V. Review and Analysis of the Company's Financial Position and Financial Performance, and the Listing of Risks
1. Financial Overview
Unit: NT$, thousands
| Year Description | 2024 | 2025 | Changs | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 7,874,033 | 13,109,963 | 5,235,930 | 66.50 |
| Property, plant and equipment | 1,692,810 | 2,120,811 | 428,001 | 25.28 |
| Intangible assets | 16,090 | 10,251 | (5,839) | (36.29) |
| Other assets | 170,869 | 243,565 | 72,696 | 42.54 |
| Total assets | 9,753,802 | 15,484,590 | 5,730,788 | 58.75 |
| Current liabilities | 4,746,623 | 7,022,182 | 2,275,559 | 47.94 |
| Non-current liabilities | 537,023 | 436,008 | (101,015) | (18.81) |
| Total liabilities | 5,283,646 | 7,458,190 | 2,174,544 | 41.16 |
| Capital stock | 690,883 | 766,879 | 75,996 | 11.00 |
| Capital surplus | 971,110 | 3,132,347 | 2,161,237 | 222.55 |
| Retained earnings | 2,797,875 | 4,096,756 | 1,298,881 | 46.42 |
| Other equity interest | 10,288 | 30,418 | 20,130 | 195.66 |
| Total equity | 4,470,156 | 8,026,400 | 3,556,244 | 79.56 |
| Trend Analysis: (Analysis provided for changes exceeding 20% and NT$10 million) | ||||
| 1. Major Changes and Their Primary Causes and Impacts (1) Increase in Current Assets and Total Assets: Primarily due to business growth. (2) Increase in Property, Plant, and Equipment: Mainly due to the acquisition of real estate in Guantian, Tainan, and land in Toufen, Miaoli. (3) Increase in Other Assets: Mainly attributable to the recognition of right-of-use by the U.S. subsidiary. (4) Increase in Current Liabilities and Total Liabilities: Primarily attributable to increases in short-term borrowings and accounts payable resulting from business growth. (5) Increase in Capital Surplus: Mainly attributable to share premium arising from the cash capital increase in connection with the Company's listing. (6) Increase in Retained Earnings and Total Equity: Mainly attributable to the increase in profit. (7) Increase in Other Equity: Mainly due to exchange differences arising from the translation of financial statements of the Singapore and U.S. subsidiaries. | ||||
| 2. Future Response Plans for Items with Material Impact: None. |
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2. Financial Performance
(1) Financial Performance Analysis for the Most Recent Two Fiscal Years
Unit: NT$ thousands; %
| Description | Year
2024 | 2025 | Increase (decrease) | Proportion change (%) |
| --- | --- | --- | --- | --- |
| Net Operating Income | 10,300,194 | 16,912,921 | 6,612,727 | 64.20 |
| Operating Cost | 7,951,677 | 13,089,530 | 5,137,853 | 64.61 |
| Gross profit | 2,348,517 | 3,823,391 | 1,474,874 | 62.80 |
| Operating expenses | 422,437 | 708,264 | 285,827 | 67.66 |
| Operating income from operations | 1,926,080 | 3,115,127 | 1,189,047 | 61.73 |
| Non-operating income and expenses | 43,683 | 39,738 | (3,945) | -9.03 |
| Income before tax | 1,969,763 | 3,154,865 | 1,185,102 | 60.16 |
| Income Tax | 457,675 | 783,340 | 325,665 | 71.16 |
| Net income | 1,512,088 | 2,371,525 | 859,437 | 56.84 |
| Total comprehensive income for the year | 1,523,906 | 2,387,328 | 863,422 | 56.66 |
| Explanations for recent two years’ trends and changes in gross profit exceeded 20%. (Analysis provided for changes exceeding 20% and NT$10 million):
(1) Increase in Gross Profit, Operating Income, Income Before Tax, Net Income, and Total Comprehensive Income:
This was primarily driven by the advancement of multiple large-scale engineering projects undertaken by the Company, leading to an increase in backlog orders and a corresponding rise in revenue. Although the gross margin experienced slight fluctuations, the overall gross profit increased significantly in line with revenue growth. With effective cost control, the Company’s profitability improved accordingly, resulting in a notable increase in overall earnings compared to 2024.
(2) Increase in Income Tax:
Mainly attributable to the increase in profit. | | | | |
(2) Expected sales volume and its possible impact on the Company’s future financial operations and the response plan:
The Company has not publicly disclosed any future financial forecasts; therefore, the projected sales volume is not disclosed.
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3. Analysis of Cash Flow
(1) Changes of cash flows in the latest year
Unit: NT$ Thousands
| Year
Item | 2024 | 2025 | Increase / (Decrease) | Change% |
| --- | --- | --- | --- | --- |
| Net Cash Inflow (Outflow) from Operating Activities | 1,720,312 | 2,944,745 | 1,224,433 | 71.18 |
| Net Cash Inflow (Outflow) from Investing Activities | 233,000 | (1,092,560) | (1,325,560) | (568.91) |
| Net Cash Inflow (Outflow) from Financing Activities | (569,867) | 1,740,503 | 2,310,370 | (405.42) |
| Analysis of changes in cash flows as follows:
(1) Increase in Net Cash Inflows from Operating Activities:
Primarily attributable to increased profitability.
(2) Increase in Net Cash Inflows from Investing Activities:
Mainly attributable to the increase in restricted deposits resulting from customer borrowing requirements, as well as acquisitions of property, plant and equipment.
(3) Increase in Net Cash Inflows from Financing Activities:
Mainly attributable to capital raised through a cash capital increase in connection with the Company’s listing. | | | | |
(2) Improvement Plan for Liquidity Shortage: The Company has not encountered any liquidity shortage; therefore, this item is not applicable.
(3) Liquidity analysis in the future one year
Unit: NT$ Thousands
| Cash and cash equivalents at beginning of period ① | Net cash flow from operating activities ② | Net cash flow ③ | Cash surplus (deficit)①+②+③ | Cash deficiency planning | |
|---|---|---|---|---|---|
| Invesment plans | Financing plans | ||||
| 5,174,406 | 1,641,811 | (3,229,879) | 3,586,338 | - | - |
| (1) Analysis of Expected Cash Flow Changes in 2026 are as follows: | |||||
| a. Operating Activities: Net cash inflows from operating activities are expected to continue, driven by anticipated improvements in profitability. | |||||
| b. Investing Activities: Primarily attributable to the Company’s planned acquisitions of property, plant and equipment. | |||||
| c. Financing Activities: Mainly due to the repayment of bank borrowings and payment of cash dividends. | |||||
| (2) Remedial Measures for Expected Cash Shortfalls and Liquidity Analysis: Not applicable. |
- The Effect upon Financial Operations of any major capital expenditures during the most recent fiscal year:
In view of the Company's long-term operational development and strategic planning, the Company acquired real estate in Guardian District, Tainan, and land in Toufen City, Miaoli, during fiscal year 2024. The counterparties to the transactions were non-related parties. The acquisition was approved by the Board of Directors on November 14, 2024, and a material information announcement was duly made on the same day in accordance with regulatory requirements. Pursuant to Article 9 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," the Company conducted a reasonableness assessment of the transaction costs. Prior to the Board resolution, the Company retained Mr. Lin Jin-Sheng, a certified real estate appraiser from Cheng Cheng Cross-Strait Real Estate Appraisers Joint Firm, to issue valuation reports. The appraised values were NT$382,099 thousand for the Guardian property and NT$157,294 thousand for the Toufen land.
The Company entered into purchase agreements on November 15, 2024, and November 20, 2024, for the Guardian and Toufen properties, respectively. The final contracted prices were NT$375,000 thousand for the Guardian property and NT$155,020 thousand for the Toufen land.
For the Guardian property: An initial payment of NT$112,500 thousand was made on December 31, 2024. The remaining balance of NT$262,500 thousand was paid on January 17, 2025. Full payment of the contract amount (NT$375,000 thousand) was completed, and title transfer was registered on January 21, 2025. For the Toufen land: An initial payment of NT$46,000 thousand was made on December 31, 2024. Based on Clause 9 of the Supplementary Terms of the purchase agreement, which stipulated that "if the property is partially occupied by roads... the property shall be delivered in its current condition, and the seller shall not be liable for removing such occupation; the buyer shall be solely responsible," a boundary survey was conducted. The occupation area exceeded the buyer's original understanding, and both parties agreed to a compensation discount of NT$1,300 thousand. In addition, the seller agreed to cover NT$160 thousand in soil testing costs, while the buyer deducted NT$53 thousand paid in advance by the seller for sewage pipe installation. The total agreed discount amounted to NT$1,407 thousand. The remaining payment of NT$107,613 thousand was made on January 24, 2025. The actual acquisition price for the Toufen land was NT$153,613 thousand, fully paid, with the title transfer completed on February 26, 2025.
The final transaction prices for both assets did not exceed their respective appraised values and remained within a 20% variance, with no material irregularities in the transaction pricing.
To In addition, to support its customers' establishment of wafer fabrication facilities in the United States and to align with market trends by expanding overseas operations, the Company resolved at a Board meeting on June 27, 2024 to establish a wholly owned subsidiary, Mega Union (USA). The subsidiary is primarily responsible for undertaking and providing pure and wastewater engineering and related services in the United States. The establishment was duly announced and disclosed on the same date. The total planned investment amount is US$5,000 thousand, which may be injected in tranches within one year following the Board's approval, depending on actual operational needs. After considering project progress and working capital requirements, the Company made an initial capital injection of US$1,200 thousand in August 2024, followed by a second capital injection of US$3,800 thousand in January 2025. As of December 31, 2025, the Company's cumulative investment in Mega Union (USA) amounted to US$5,000 thousand.
In summary, the Company's major capital expenditures primarily consist of real estate acquisitions necessary for operational expansion and equity investments in subsidiaries. These investments are funded through internal capital and bank financing, and are not expected to have any material impact on the Company's financial position or business operations.
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- Investment Policy in the current fiscal year, Main reasons for profits or losses, Improvement Plans and the Investment Plans for the coming year:
(1) Shift Policies in Investment
The Company follows the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" as stipulated by the competent authority, and has established the "Procedures for the Acquisition or Disposal of Assets" as the basis for undertaking equity investments in other businesses. These procedures are intended to ensure oversight of the relevant business and financial conditions.
(2) Investment Policy in the current fiscal year, Main reasons for profits or losses, Improvement Plans
Unit: NT$ thousands
| Investee Company | Primary Business Activity | Recognized Investment Gain (Loss) in 2025 | Main Reason for Profit or Loss | Improvement Plan |
|---|---|---|---|---|
| Mega Union Technology Global Inc. | General investment business | 24,223 | Revenue growth and improved profitability | None |
| Mega Union Technology Worldwide Inc. | General investment business | (1,830) | No significant gain or loss | None |
| Mega Union Technical Services Inc. | Operational service business | 19,430 | Revenue growth | None |
| Mega Union Technology Global Private Limited | Ultrapure water/wastewater engineering & services | 490,862 | Revenue growth | None |
| Shanghai Mega Union Environmental Technology Co., Ltd. | Ultrapure water/wastewater engineering & services | 23,494 | Revenue growth and improved profitability | None |
| Mega Union Environmental Technology (Nanjing) Co., Ltd. | Ultrapure water/wastewater engineering & services | (1,803) | No significant gain or loss | None |
| Muaqua Engineering Inc. | Ultrapure water/wastewater engineering & services | 105,171 | Revenue growth | None |
(3) Investment Plan for the Coming Year:
To support customer demand for wafer fabrication facility development in the United States and to align with market trends, the Company's Board of Directors approved, on March 12, 2026, a budget for the construction of its own facilities on self-owned land. The total planned investment amount is not expected to exceed NT$1.95 billion, covering the development of material warehouses, plant expansion, and office facilities. Subsequent investments will be carried out in phases based on operational requirements.
- Analysis of Risk Management
(1) As of the publication date of this annual report, the impact of the interest rate, exchange rate changes and inflation on our company and future response measures.:
a. Impact of Interest Rate Fluctuations on the Company's Profit and Loss and Future Response Measures
In fiscal years 2024 and 2025, the Company and its subsidiaries recorded interest expenses of NT$11,178 thousand and NT$33,927 thousand, accounting for 0.11% and 0.20% of operating revenues, and 0.57% and 1.08% of profit before tax, respectively. Interest income for the same periods amounted to NT$28,907 thousand and NT$51,052 thousand, accounting for 0.28% and 0.30% of operating revenues, and 1.47% and 1.62% of profit before tax, respectively. Therefore, the impact of interest rate fluctuations on the Company's profit and loss is considered limited. Amid recent rate hikes driven by inflation, the Company has adopted measures to increase the proportion of equity capital and reduce the debt ratio to mitigate the impact of rate volatility. In line with its prudent and conservative financial management principles, the Company's finance team maintains close communication with its banking partners to closely monitor interest rate trends, regularly evaluate deposit rate offers, and assess the impact of interest rate movements on the Company's capital position. Idle funds are strategically adjusted in a timely manner in response to changes in the financial market environment.
b. Impact of Exchange Rate Fluctuations on the Company's Profit and Loss and Future Response Measures
In fiscal years 2024 and 2025, the Company and its subsidiaries recognized net foreign exchange gains of NT$16,107 thousand and NT$16,933 thousand, representing 0.16% and 0.10% of operating revenues and 0.82% and 0.54% of profit before tax, respectively. The impact of exchange rate fluctuations on the Company's profit and loss remains limited. Going forward, the Company and its subsidiaries will prioritize natural hedging via foreign currency receivables and payables, supplemented by foreign currency asset holdings. Although short-term fluctuations arising from timing differences in foreign exchange settlement may affect foreign exchange gains and losses in financial statements, such fluctuations are generally offset over the medium to long term. The Company's finance team will continue to strengthen its foreign exchange risk management capabilities, maintain close contact with banks, monitor market movements, and adopt timely and appropriate hedging strategies to mitigate the potential impact of exchange rate volatility.
c. Impact of Inflation
The Company primarily engages in the planning and design of ultrapure water and wastewater recycling systems. When pricing engineering contracts, costs are thoroughly analyzed based on the latest market prices and average inventory costs. Upon securing a project, orders for long-lead-time equipment are immediately placed with suppliers to lock in prices. Additionally, the Company enters into annual procurement agreements and increases safety stock levels for frequently used materials to buffer against price fluctuations. Although recent inflation has led to general price increases, the Company's pricing strategy has remained responsive to cost changes, and there has been no material impact caused by inflation to date. Moving forward, the Company will continue to monitor the pricing trends of raw materials, maintain strong relationships with suppliers and customers, and proactively assess market dynamics to avoid significant adverse effects stemming from inflation.
(2) By the latest annual report and the publication date of the annual report this year, the main
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reasons and future response measures for policy profits or losses of the engaged in high-risk and highly leveraged investments, capital lending to others, endorsement and derivatives financial commodity transactions.:
The Company further enhances its core business operations and adheres to prudent financial management principles, refraining from engaging in high-risk or highly leveraged transactions. Considering operational risk factors, the Company does not engage in high-risk or high-leverage investments, lending of funds to others, endorsements and guarantees, or derivative transactions, except in cases where it is necessary to meet the working capital needs of wholly-owned subsidiaries or for foreign exchange hedging purposes. Should the Company engage in any future transactions involving the lending of funds to others, provision of endorsements and guarantees, or derivatives trading, such activities will be conducted in accordance with the Company's internal control policies, including the "Procedures for Lending Funds to Others," "Procedures for Endorsements and Guarantees," and "Procedures for Acquisition or Disposal of Assets."
(3) The future R&D Plan and estimated R&D cost of the latest year and by the annual report's publication date:
a. The future R&D Plan
The Company has continued to pursue an R&D strategy centered on customer needs and guided by market trends, with a strong focus on advanced semiconductor wastewater treatment and resource recovery technologies. In 2025, the Company achieved significant breakthroughs in technological innovation, obtaining a total of four patents and successfully developed four core technologies and two innovative products. Through ongoing investment in research and development, the Company has not only significantly enhanced wastewater reduction efficiency but also more precisely aligned with stringent global environmental regulations and the demanding requirements of advanced semiconductor manufacturing processes.
(1) Core R&D Initiatives and Technological Advantages
A. Intelligent Water Treatment Predictive Models:
Development of AI-driven predictive models for chemical dosing in wastewater systems, enabling data-driven precision dosing. This effectively reduces chemical consumption, optimizes operating costs, and supports carbon reduction.
B. Next-Generation Membrane Filtration (RO) and Resource Recovery:
Development of advanced technologies for the efficient removal of surfactants, achieving ultra-high water recovery rates and addressing the high water consumption challenges in semiconductor manufacturing facilities.
C. Specialized Wastewater Treatment and Resource Recovery Systems:
Tailored treatment and adsorption technologies for phosphoric acid $(\mathrm{H}_3\mathrm{PO}_4)$ and organic wastewater (e.g., IPA), enabling conversion of waste streams into reusable resources and promoting a circular economy.
D. Advanced Adsorbent Materials for Semiconductor Processes:
In-house development of long-lasting and highly selective materials capable of precise adsorption and desorption of specific metal ions, enhancing environmental waste reduction performance.
E. Trace-Level Analysis of Ultra-Pure Water:
Establishment of a dedicated analytical laboratory to develop ultra-trace
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detection capabilities required for advanced semiconductor processes, ensuring world-class water quality monitoring.
F. Emerging Contaminants (PFAS) Treatment Solutions:
Early deployment of treatment technologies for per- and polyfluoroalkyl substances (PFAS), enabling customers to address increasingly stringent international environmental regulations.
(2) R&D Investment and Competitive Advantages:
The Company and its subsidiaries incurred total R&D expenditures of NT$70.86 million in 2025. Going forward, budgets will be allocated under a prudent expansion approach, taking into account project progress and market demand. With the increasing number of self-developed patents, the Company's technological capabilities have been validated by leading international customers through proven track records. To maintain its technological leadership and core competitiveness, the Company will continue to increase its R&D investment in line with business growth. By strengthening its technical moat, the Company aims to drive sustained profitability and create long-term value for shareholders.
(4) Impact of Significant Domestic and Foreign Policies and Legal Changes on the Company's Financial and Business Operations and Response Measures:
The Company engages in projects related to water resource recovery and reuse to enhance resource efficiency, assisting clients in constructing recycling water systems to purify wastewater using physical, chemical, and biological methods. This promotes the reuse of water resources and reduction of wastewater discharge. The Company's development direction for water resource recovery aligns with the "Circular Economy Promotion Plan" launched by the Executive Yuan in 2018. The Company operates in compliance with relevant domestic and international laws and regulations, constantly monitoring changes in policies and laws to adapt to market trends. Relevant market information is collected and provided to management to support strategic adjustments. As of the most recent fiscal year and up to the date of this annual report, no significant financial or business impact has resulted from changes in domestic or international policies or laws.
(5) Impact of Technological Changes (including Information Security Risks) and Industry Trends on the Company's Financial and Business Operations and Response Measures:
To implement the "information cycle" within internal controls, the Company and its subsidiaries carry out annual internal audits of their information security systems according to established procedures and audit schedules. External auditors, such as CPA firms, also conduct occasional audits to ensure the effectiveness and applicability of the Company's information security system.
Management Scope:
A. Equipment and Environmental Security: Controls access to system hardware and personnel areas.
B. System Security: Prevents unauthorized intrusion and ensures data backup.
C. Network Security: Implements firewall, email, antivirus, and anti-hacking measures.
D. System Access Control: Manages user accounts and data access/change permissions.
E. Continuous Security Management: Annual reviews ensure the system aligns with business needs and evolving security threats.
Cybersecurity Risk and Incident Response:
In recent years, cyberattacks have occurred worldwide with increasing frequency and impact, posing growing threats to information security. If incident response is not handled properly, an isolated system failure could escalate into broader systemic damage, resulting
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in significant disruption to overall business operations. Therefore, timely response measures are crucial to minimize the damage in the shortest possible time. To counter the ever-evolving nature of cyber threats, the Company and its subsidiaries have actively implemented comprehensive defensive mechanisms, including network and computer intrusion prevention, threat isolation, and protective shielding. Simultaneously, the Company further enhances enforcing its information security policies, leveraging the internal control cycle and information flow processes to strengthen its response capabilities and meet key cybersecurity performance indicators, thereby safeguarding all business operations.
To ensure the continuity of operations and services, backup systems and data recovery mechanisms are activated immediately in the event of system damage, mitigating the impact. Once restored, the root cause of the incident is thoroughly investigated to implement improvements and prevent the recurrence of similar cybersecurity events.
A. System Redundancy/Backup Hardware: Backup systems immediately take over in case of failure.
B. Data Backups: Data is restored in the event of damage.
Implementation Status for 2024 and 2025 (up to the Annual Report Publication Date: No significant cybersecurity incidents occurred that caused losses or impacted operations. To prevent risks, the information team regularly monitors user accounts, firewalls, network traffic, and antivirus systems to detect anomalies and safeguard data security.
(6) The impact of image change on the Company's risk management and the response measures for the most recent year and the latest annual report:
Since its establishment, the Company has focused on its core business operations, strictly complying with relevant laws and regulations. It has continuously provided high-quality ultrapure water and wastewater recycling engineering systems, management, construction, and services to well-known domestic and international clients, and has frequently been recognized for its service quality.
As of the most recent fiscal year and the date of publication of this annual report, neither the Company nor its subsidiaries has experienced any operational crisis resulting from damage to corporate image. However, the occurrence of a corporate crisis may cause significant harm to an enterprise. Therefore, the Company and its subsidiaries will continue to rigorously implement corporate governance practices to minimize the likelihood and impact of such risks.
(7) The expected benefits, possible risk and the response measures of acquisitions of the most recent year and the latest annual report: None.
(8) The expected benefits, possible risk and the response measures of plant expansion of the most recent year up to the date of the Annual Report:
The Company and its subsidiaries are primarily engaged in engineering services for the planning and design of pure water and wastewater recycling systems. In addition, the Company provides after-sales services, including polish resin regeneration and RO membrane cleaning. As customer fabs activities are expected to continue, demand for consumables cleaning and maintenance services is also anticipated to increase. However, existing plant capacity and space may become insufficient, potentially constraining production capacity.
To support operational growth, the Company has expanded its service capacity in recent years across multiple regions, including Miaoli, Taichung, Hsinchu, Changhua, Chiayi, Tainan, Kaohsiung, and Pingtung. Furthermore, through the acquisition of self-owned facilities, the Company aims to address operational challenges associated with dispersed
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locations, unstable lease arrangements, and inefficient space and workflow design, thereby enhancing overall production efficiency and management effectiveness.
In 2021, the Company acquired a 1,493-ping plant and office facility in the Taichung Industrial Park and a 503-ping industrial land site in the Hukou Industrial Park, Hsinchu. The Taichung facility was planned to accommodate eight RO membrane cleaning production lines, with six lines installed during the initial phase. In addition, the engineering equipment prefabrication plant previously leased in Daya District was relocated to the Taichung facility, which commenced operations in 2025. The Hsinchu facility was planned with one resin regeneration system and six RO membrane cleaning production lines. Three RO cleaning lines were installed in the initial phase and commenced operations in 2024. Furthermore, the existing Tainan Shugu plant currently operates five RO membrane cleaning production lines. In 2026, three additional RO cleaning lines were added and commenced operations. Subsequent facility expansion and layout adjustments are planned to support future expansion to a total of ten RO membrane cleaning production lines.
Each facility will gradually increase production capacity based on anticipated customer demand, ensuring that future client capacity needs are met. Through the integration of operations via self-owned premises, the Company is not only able to increase operational efficiency and reduce management costs, but also improve employee satisfaction and morale by enhancing the working environment. In conclusion, the expansion of plant capacity is expected to bring substantial benefits to the Company's operational management and performance, while the associated risks remain limited.
(9) The risks and the response measures of purchase and sales of the most recent year and the latest annual report:
a. Risks and the response measures for purchase
The Company and its subsidiaries engage in a wide variety of procurement activities across numerous engineering projects. As such, they work with a diverse range of reputable domestic and international suppliers. The primary materials and subcontracted engineering work are largely sourced from long-term partners with whom the Company has established strong mutual trust and solid cooperative relationships. These suppliers consistently provide stable material quality and delivery timelines. Although a limited number of specialized materials remain controlled by specific original manufacturers, the Company and its subsidiaries continue to actively seek additional reliable suppliers. At the same time, the Company appropriately increases its safety stock levels to ensure the stability of material supply. As of the most recent fiscal year and up to the date of publication of this annual report, neither the Company nor its subsidiaries have experienced any issues related to procurement concentration.
b. Risks and the response measures for sales
In fiscal years 2024 and 2025, the Company's and its subsidiaries' sales to the top ten customers accounted for 94.90% and 95.56% of total consolidated net revenue, respectively.
The Company is engaged primarily in turnkey projects related to ultrapure water and wastewater recycling systems for high-tech industrial facilities. Revenue from such engineering projects constitutes approximately 70%–80% of total revenue, with nearly
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70% of such revenue being closely tied to customers' facility construction and expansion activities. Global semiconductor leader Company T has significantly increased its capital expenditures in recent years, with investments reaching US$30 billion in 2024 to enhance its advanced process and advanced packaging capabilities. To maintain its leadership in the semiconductor industry, T Company is expected to sustain capital expenditures between US$38–42 billion in 2025. The Company has served as a key supplier of process water recycling systems for T Company since 2008, beginning with the process water recycling project in the Hsinchu Science Park. To date, the Company has collaborated closely with T Company in over 50 new fabs projects across Hsinchu, Central, and Southern Taiwan science parks. In addition to its partnership with T Company, the Company has provided services to nearly 150 high-tech manufacturers domestically and continues to expand its customer base.
To mitigate the risk of revenue concentration from T Company's fabs projects, the Company has adopted the following measures
(a) The Company established a subsidiary, Mega Union Technology Global Private Limited, in Singapore to explore Southeast Asian markets. In 2024, the Company further established a subsidiary in Arizona, United States, to expand its global footprint. Through this international diversification strategy, the Company aims to reduce exposure to regional economic cycles and enhance its overall operational scale and competitiveness.
(b) The Company continues to deepen its service offerings for T Company by focusing on existing fabs, including equipment upgrades, maintenance, consumable replacement, resin and RO membrane cleaning, outsourced operation of water systems, and supply of required treatment chemicals. These efforts aim to mitigate the revenue concentration risk associated with new fabs projects.
(c) The Company has consistently secured large-scale new fab projects with new clients, including: N Company – Guishan Plant, Taoyuan(2019), W Company – Kaohsiung Plant(2020), U Company – Hsinchu Plant, P Company – Tongluo Plant, E Company – Kaohsiung Plant(2021), TPE Company – Mailiao Plant(2022), M Company – Linkou Plant(2023), Penghu Seawater Desalination Project(2024), V Company – Singapore Plant (2025). Through the above strategic initiatives, the Company endeavors to balance its revenue sources, reduce customer concentration risk, and ensure stable and sustainable growth.
(10) The impact and the risks of directors and major shareholders with more than ten percent of the equity and the transfer or change of equity in large volume and the response measures for the most recent year and the latest annual report: None.:
(11) The impact and risks of changes in right to operate and the response measures for the most recent year and the latest annual report: None.:
(12) Litigious and Non-litigious Matters:
For the most recent year and the latest annual report, any litigation and non-litigation cases of the Company, directors, general manager, person in charge, major shareholders with more than ten percent of the equity and the subsidiaries should be clearly listed. For the results that can potentially present huge impact to the rights of shareholders and share price, the dispute, money, lawsuits starting date and the major parties to the suit should be
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disclosed:
(1) In April 2025, a supplier of the Group filed a lawsuit with the Bao'an District People's Court of Shenzhen against one of the Group's subsidiaries in relation to a construction subcontracting agreement. The Group assessed and recognized the related losses and provision liabilities amounting to NT$18,318 thousand in the third quarter of 2025. The related loss provision, recorded under “Operating Costs,” accounted for approximately 0.58% of the Group’s consolidated income before tax of NT$3,154,865 thousand for 2025. As the proportion is immaterial, the case is not expected to have a material impact on the Company’s shareholders’ equity or the price of its securities.
(13) Other major risks and the response measures of the most recent year and the latest annual report: None.
- Other Important Matters: None
Part VI. Other items deserving special mention
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Related Party Information: Please refer to the information reported by the MOPS
https://mops.twse.com.tw Single Company> Equity Change/Securities Issuance> Equity Transfer Information Inquiry> Post-event Report Form for Insider Shareholding Change -
Private Placement Securities in the most recent fiscal year and through the date of publication of this annual report: None.
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Other Disclosures: None.
Part VII. Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act of Taiwan, which might materially affect Shareholders' Equity or the price of the Company Securities, has occurred during the most recent fiscal year or through the date of publication of this annual report: None.
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