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MICROPROGRAM — Annual Report 2026
May 4, 2026
52687_rns_2026-05-04_04a68cf5-601d-4877-9a83-b0e86d000300.pdf
Annual Report
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Stock Code: 7721
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Microprogram Information Co., Ltd. 2025 Annual Report
Date of Publication: April 20, 2026
Company Website: https://www.program.com.tw/ Annual Report Inquiry Website: http://mops.twse.com.tw
- 1.Name, Title, Contact Number, and Email Address of the Spokesperson and Acting Spokesperson:
| Spokesperson: Yu-ChengLiu | DeputySpokesperson: Hsiu-Chieh Chou |
|---|---|
| Title: Associate Vice President, Corporate PlanningOffice |
Title: Manager, Corporate Planning Office |
| Contact Number:(04)2369-2699 | Contact Number:(04)2369-2699 |
| Email: [email protected] | Email: [email protected] |
- 2.Addresses and Telephone Numbers of Headquarters, Branches, and Factories:
Headquarters: 6F-2, No. 402, Shizheng Rd., Xitun Dist., (04)2369-2699 Taichung City 407
- 3.Name, Address, Website, and Telephone Number of the Stock Transfer Agency:
| Name: Fubon Securities Co.,Ltd. | Website: https://www.fubon.com.tw |
|---|---|
| Address: 11F, No. 17, Xuchang St., Zhongzheng District,Taipei City |
Tel. No.: (02) 2361-1300 |
- 4.Name of the Independent Auditors of the Most Recent Annual Financial Statements, and the Name, Address, Website, and Telephone Number of Their Firm:
| Name of CPAs: JohnnyChang,Gino Chen | |
|---|---|
| Name of AccountingFirm: KPMG Taiwan | Website: www.kpmg.com.tw |
| Address: 68F, No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City |
Tel. No.: (02) 8101-6666 |
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5.Name of the Exchange(s) Where Overseas Securities Are Listed and Traded, and the Methods for Obtaining Information on Such Securities: None.
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6.Company Website: https://www.program.com.com.tw/
Table of Contents
| I. | Letter to Shareholders ...................................................................................................................................... 1 |
|---|---|
| 1. 2025 Business Report ................................................................................................................................... 1 | |
| 2. Business Plan for 2026 ................................................................................................................................. 5 | |
| 3. Future Development Strategy....................................................................................................................... 7 | |
| 4. Impact of External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions 9 | |
| II. | Corporate Governance Report ........................................................................................................................ 11 |
| 1. Information on Directors, President, Vice Presidents, Associate Vice Presidents, and Heads of Various | |
| Departments and Branches ......................................................................................................................... 11 | |
| 2. Remuneration Paid to Directors, the President, and Vice Presidents in the Most Recent Fiscal Year ....... 19 | |
| 3. Status of Corporate Governance Implementation ...................................................................................... 23 | |
| 4. Information on Fees Paid to CPAs ............................................................................................................. 52 | |
| 5. Information on changes of CPAs ............................................................................................................... 52 | |
| 6. Whether the Company’s Chairman, President, or managerial personnel responsible for finance or | |
| accounting matters have, within the most recent year, held positions at the CPA firm engaged by the | |
| Company or its affiliated enterprises.......................................................................................................... 52 | |
| 7. Changes in Shareholdings and Pledged Shares of Directors, Supervisors, Managerial Personnel, and | |
| Shareholders Holding More Than 10% of Shares during the Most Recent Fiscal Year and up to the Date of | |
| Publication of this Annual Report .............................................................................................................. 52 | |
| 8. Information on the Top Ten Shareholders by Shareholding Percentage and Their Relationships as Related | |
| Parties or as Spouses or Relatives within the Second Degree of Kinship .................................................. 53 | |
| 9. Shareholdings in the Same Investee Company Held by the Company, Its Directors, Managerial Personnel, | |
| and Entities Directly or Indirectly Controlled by the Company, and the Combined Shareholding Percentage | |
| ................................................................................................................................................................... 54 | |
| III. | Capital Raising Status .................................................................................................................................... 55 |
| 1. Capital and Shares ...................................................................................................................................... 55 | |
| 2. Status of Corporate Bonds (including overseas corporate bonds) .............................................................. 58 | |
| 3. Status of Preferred Shares .......................................................................................................................... 58 | |
| 4. Status of Overseas Depositary Receipts. .................................................................................................... 58 | |
| 5. Status of Employee Stock Options ............................................................................................................. 58 | |
| 6. Status of Restricted Employee Shares Issuance. ........................................................................................ 59 | |
| 7. Status of New Share Issuance in Connection with Mergers and Acquisitions or Share Transfers from Other | |
| Companies. ................................................................................................................................................. 59 | |
| 8. Status of Implementation of Capital Utilization Plan ................................................................................. 59 | |
| IV. | Operational Overview .................................................................................................................................... 62 |
| 1. Business Overview ..................................................................................................................................... 62 | |
| 2. Market and Production & Sales Overview ................................................................................................. 76 | |
| 3. Number of Employees for the Most Recent Two Years and up to the Date of Publication of This Annual | |
| Report, Including Average Years of Service, Average Age, and Educational Attainment Distribution Ratio | |
| ................................................................................................................................................................... 84 | |
| 4. Environmental Protection Expenditure Information .................................................................................. 84 | |
| 5. Labor Relations .......................................................................................................................................... 84 | |
| 6. Information Security Management ............................................................................................................. 86 | |
| 7. Important Contracts .................................................................................................................................... 91 | |
| V. | Financial Condition and Financial Performance Review and Risk Items ...................................................... 92 |
| 1. Financial Condition: The main reasons for significant changes in assets, liabilities, and equity over the most | |
| recent two years, and their impact. If the impact is significant, future response plans should be developed. | |
| ................................................................................................................................................................... 92 | |
| 2. Financial Performance: The main reasons for significant changes in operating revenue, operating profit, and | |
| pre-tax profit over the most recent two years, the expected sales volume and its basis, the potential impact | |
| on the Company’s future financial and business performance, and response plans. .................................. 93 |
- Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year. .............................................................. 93 4. Impact of Major Capital Expenditures on Financial and Business Performance ....................................... 94 5. Reinvestment Policy for the Most Recent Year, the Main Reasons for Profit or Loss, Improvement Plans, and Investment Plans for the Next Year. .................................................................................................... 94 6. Risk Items: Analysis and Evaluation of the Following Matters for the Most Recent Year and Up to the Date of Publication of This Annual Report ........................................................................................................ 95 7. Other Important Matters ............................................................................................................................. 98 VI. Special Notes ................................................................................................................................................. 99 1. Information on Affiliated Enterprises ........................................................................................................ 99 2. Subsidiaries’ Holding or Disposal of the Company’s Shares for the Most Recent Year and Up to the Date of Publication of This Annual Report. ..................................................................................................... 100 3. Other Necessary Supplementary Information .......................................................................................... 100 4. Matters in the Most Recent Year and Up to the Date of Publication of This Annual Report that Have Had a Significant Impact on Shareholder Equity or Securities Prices as Defined in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act.. .............................................................................. 100
I. Letter to Shareholders
Microprogram Information Co., Ltd. Business Report
1. 2025 Business Report
This report is prepared to present the operating results, financial performance, and future outlook of Microprogram Information Co., Ltd. (hereinafter referred to as the “Company”) for the fiscal year 2025. In 2025, the Company’s audited consolidated operating revenue reached NT$507,789 thousand, with a net income after tax of NT$29,030 thousand, reflecting overall stable operating performance.
The following sections provide a detailed overview of the Company’s operating results, financial position, research and development achievements, and future strategies. (1) Results of the 2025 Business Plan Implementation:
In 2025, the Company leveraged its deep expertise in the ICT design house sector to effectively capture market trends, achieving steady growth in operating performance. The Company is committed to providing tailor-made technology solutions to its clients. Through an efficient operating model and a sound financial structure, it achieved substantial results across its three core business segments.
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A. Electronic Payment: Amid the wave of digital transformation, the Company has continued to expand and deepen its applications in electronic ticketing and payment solutions. In particular, within the transportation sector, it has successfully integrated automated systems to enable seamless connectivity among people, vehicles, ticketing, and payment flows. Through long-term partnerships with major ticketing service providers, including EasyCard, icash, and iPASS, the Company has developed a range of high-performance fare collection devices. These solutions are widely deployed across public bicycles, metro systems, buses, taxis, as well as retail channels such as vending machines and hypermarkets, and self-service applications including claw machines, laundromats, and car wash facilities. These applications have not only significantly enhanced payment convenience but have also become a key driving force behind the development of public bicycle rental services and smart parking payment solutions.
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B. Smart Devices: The Company’s innovative applications in the smart device sector are demonstrated across multiple areas, including public bicycle systems, smart bicycle solutions, and parking management equipment. In addition to providing intelligent devices that enhance user experience, the Company leverages integrated technologies to assist industry partners in advancing digital transformation and intelligent upgrades, thereby jointly driving industry development.
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C. Semiconductor Sensing and Control: As advanced semiconductor manufacturing processes become increasingly complex, market demand for precision monitoring and fault prediction continues to grow. As a leading IoT technology service provider, the Company actively invests in research and development. Leveraging its accumulated expertise in wireless connectivity and strong capabilities in hardware-software
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integration, the Company has successfully developed a range of solutions tailored for semiconductor manufacturing processes, delivering efficient and reliable customized services to its semiconductor industry clients.
Overall, through its diversified service portfolio and stable operational management, and under prudent financial control, the Company maintained steady development in its overall operating performance in 2025. Looking ahead, the Company will continue to deepen its presence in its three core business segments while actively expanding into overseas markets, with the aim of delivering enhanced operating performance and greater shareholder value.
The Company’s operating revenue, gross profit, and operating income for 2025 amounted to NT$507,789 thousand, NT$346,164 thousand, and NT$30,978 thousand, respectively. Their respective growth rates were -36.07%, -22.48%, and -80.09%. Detailed information is provided below:
| below: | |||
|---|---|---|---|
| Unit: NT$thousand;% 2025 Actual Growth Rate% 507,789 -36.07 346,164 -22.48 30,978 -80.09 0.55 -83.48 |
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| Item | 2024 Actual | 2025 | |
| Actual | Growth Rate% | ||
| OperatingRevenue | 794,306 | 507,789 | -36.07 |
| Gross Profit | 446,541 | 346,164 | -22.48 |
| OperatingIncome | 155,565 | 30,978 | -80.09 |
| Earnings (Loss) per Share After Tax |
3.33 | 0.55 | -83.48 |
- (2) Execution status of the 2025 budget: Not applicable.
(3) Analysis of Financial Position and Profitability: A comparative financial analysis for 2024 and 2025 is presented as follows:
| Item | Financial Analysis for the Most Recent Two Years |
Financial Analysis for the Most Recent Two Years |
|
|---|---|---|---|
| 2025 (Consolidated) |
2024 (Consolidated) |
||
| Financial Structure (%) |
Debt-to-Asset Ratio | 19.83 | 21.44 |
| Long-term Capital to Fixed Assets Ratio |
2,529.03 | 4,472.60 | |
| Solvency (%) | Current Ratio | 773.18 | 655.19 |
| Quick Ratio | 670.21 | 546.02 | |
| Interest Coverage Ratio | 11.15 | 130.65 | |
| Operating Efficiency |
Accounts Receivable Turnover (times) |
1.92 | 2.69 |
| Days Sales Outstanding | 190 | 136 | |
| InventoryTurnover(times) | 1.20 | 2.05 | |
| Days InventoryOutstanding | 304 | 178 | |
| Accounts Payable Turnover (times) |
4.32 | 6.26 | |
| Days Payable Outstanding | 84 | 58 | |
| Fixed Asset Turnover(times) | 12.14 | 38.04 | |
| Total Asset Turnover(times) | 0.3 | 0.7 |
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| Item | Item | Item | Item | Financial Analysis for the Most Recent Two Years |
Financial Analysis for the Most Recent Two Years |
Financial Analysis for the Most Recent Two Years |
Financial Analysis for the Most Recent Two Years |
|
|---|---|---|---|---|---|---|---|---|
| 2025 (Consolidated) |
2024 (Consolidated) |
|||||||
| Profitability | Return on Assets(%) (ROA) | 2.21 | 14.45 | |||||
| Return on Equity (%) (ROE) | 2.51 | 18.59 | ||||||
| Operating Income to Paid-in Capital Ratio(%) |
5.59 | 31.08 | ||||||
| Pre-tax Net Income to Paid-in Capital Ratio(%) |
7.32 | 36.16 | ||||||
| Net Profit Margin(%) | 5.72 | 19.08 | ||||||
| Book Valueper Share | 23.37 | 20.44 | ||||||
| Earningsper Share | 0.55 | 3.33 | ||||||
| Unit: NT$ thousand | ||||||||
| Operating Revenue |
Gross Profit |
Operating Income |
Net Income After Tax |
EPS (NT$) | ||||
| 2025 | 507,789 | 346,164 | 30,978 | 29,030 | 0.55 | |||
| 2024 | 794,306 | 446,541 | 155,565 | 151,582 | 3.33 | |||
| Growth Rate % | -36.07 | -22.48 | -80.09 | -80.85 | -83.48 |
(4) Research and Development Status:
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Company Products Research and Development (Services) A. Public Bicycle Rental Payment Platform: The Company will continue to optimize the YouBike 2.0 payment system by integrating credit card binding functionality to enhance user experience. In addition, data analytics and AI models are leveraged to improve station usage forecasting and dispatch efficiency.
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B. Integrated Parking Payment and Management System: The Company has independently developed a license plate recognition
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AIoT training model with enhanced image recognition efficiency and Smart accuracy. This system has been deployed in existing large-scale Electronic
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Service parking operations, effectively improving parking management Payment
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Solutio efficiency and user payment experience. ns C. International AI License Plate Recognition Solution: Leveraging deep learning technology, the Company has developed a highaccuracy license plate recognition module designed for global markets. The solution supports license plate formats and regulatory requirements across different countries and provides integrated hardware-software solutions, including payment kiosks, barrier gates, cameras, LED display boards, network infrastructure, and backend management systems. These can be flexibly configured to
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| Company Products (Services) |
Company Products (Services) |
Research and Development |
|---|---|---|
| meet the operational needs of smart parking facilities. D. Smart License Plate Recognition Camera Pole: Applicable to indoor and outdoor parking, EV charging spaces, roadside parking, and smart city environments. It is equipped with a 5-megapixel high-resolution camera module and a high-accuracy recognition system, enabling real-time identification of vehicle entry and exit. The unit features a durable, weather-resistant design and supports easy installation, along with communication interfaces and API integration for rapid deployment. |
||
| Smart Devices |
A. Smart Public Bicycle Devices: Promotes the deployment and expansion of YouBike 2.0E electric-assisted bicycles, enhancing riding experience and operational efficiency. B. Integrated Smart Bicycle Solutions: Continues to advance the Bikonnect E-Bike control solution by integrating IoT technologies and data analytics to strengthen the competitiveness of electric bicycle brands. |
|
| Semiconductor Industry Solutions – Semiconductor Sensing and Control |
A. Wireless Photomask Detector: The Company has developed the world’s first photomask detector applicable to extreme ultraviolet (EUV) lithography systems. By using quartz glass to simulate the photomask transmission environment, it precisely measures vibrations and temperature variations, improving exposure success rates and process stability. B. Magnetic Field Monitoring System: A multi-point magnetic field monitoring solution featuring high-sensitivity (10 nT) detection technology. It can identify the direction of interference sources in real time, ensuring the stable operation of precision equipment (such as mask writers and e-beam inspection systems) and improving process yield. C. Low-Frequency RFID Identification System Solution: Development of RFID readers and antennas with flexible configurations, supporting SEMI standards and Smart Card APDU protocols, thereby enhancing material and equipment tracking efficiency in semiconductor manufacturing processes. D. Mass Flow Controller: A digital MEMS-based flow sensor utilizing thermal mass flow principles. It features rapid response to flow detection and is capable of capturing subtle variations in micro- flow disturbances. |
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2. Business Plan for 2026
Microprogram is an ICT design house with cross-industry technology integration capabilities, committed to becoming a “long-term investment partner in industrial technology services.” The Company focuses on three core business areas: electronic payment, smart devices, and semiconductor industry solutions. Through in-depth industry demand analysis, service design, and integrated hardware-software development, the Company provides digital solutions for industries such as transportation, semiconductor manufacturing, and bicycles, assisting clients in driving innovation and upgrades. The Company continues to expand the application markets of its products across various business segments, deepen the value of its technology services, and adopt a high-margin operating model to ensure sustainable development and maintain competitive advantages.
In 2026, the Company will continue to adopt a light-asset operating strategy, with human resources focused on the application development of core technologies and market expansion. By enhancing corporate management, optimizing operational processes, and strengthening resource integration capabilities, the Company aims to create economic value. As a provider of industrial technology services, the Company must work closely with industry partners to gain insights into market trends and proactively plan product development. It provides integrated ICT solutions to its clients across diverse sectors and aims to serve as a preferred strategic partner. The Company is committed to delivering high-performance products with stable and reliable quality. Through supply chain integration and customization, the Company implements a service-oriented manufacturing approach, aligns closely with market demand, and works together with its clients to maximize enterprise value.
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(1)Estimated Sales Volume and Basis:
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A. AIoT Smart Service Solutions – Electronic Payment
- (A) Smart Parking Management – Revenue Sharing: Through an alliance-based collaboration model, the Company has expanded into parking lot operations, partnering with small- and medium-sized parking operators to grow its operational footprint. In addition, the Company continues to optimize existing system equipment services, installation, and maintenance services to increase the number of operating sites. It is also extending smart parking management applications to car wash facilities, thereby expanding market share and increasing revenue.
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- (B) Public Bicycle Rental System – Revenue Sharing: Benefiting from the increasing density of public bicycle stations, ridership is expected to continue growing. The Company continues to enhance system operation functions and leverages data analytics and AI models to improve station usage forecasting and dispatch efficiency. As a result, related revenue-sharing income is expected to increase.
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B. AIoT Smart Service Solutions – Smart Devices
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(A) Smart Parking Management – Equipment Sales: Leveraging its capabilities in electronic payment and hardware development, the Company provides comprehensive parking payment solutions. Its existing equipment currently covers approximately twothirds of the small-operator market. By integrating digital payment, AI-based license plate recognition, and automation technologies, the Company delivers comprehensive smart parking management systems. It also provides customized solutions for mediumto large-scale sites to ensure operational efficiency and capture market growth opportunities.
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(B) Public Bicycle Rental System – Equipment Sales: Given that most public bicycle rental systems in major cities and counties in Taiwan have been upgraded to YouBike 2.0 and YouBike 2.0E, sales of smart onboard devices and smart locks are expected to slow in 2026.
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(C) Smart Bicycle Powertrain Integration and IoT Equipment Sales: Driven by customers’ sales plans for existing integrated bicycle models and demand for new model integration, sales volume is expected to increase in line with rising demand.
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C. Semiconductor Industry Solutions – Semiconductor Sensing and Control
- (A) By leveraging the TSS Semiconductor Alliance, the Company is expanding its international sales and product supply while targeting advanced process and advanced packaging equipment suppliers as its primary customer base. With the advancement of 3nm and 2nm technologies, demand for high-precision inspection and environmental monitoring equipment has surged, driving market growth. As the Company’s products progressively pass validation for advanced semiconductor processes and packaging, sales are expected to increase in 2026 in line with the ramp-up of supply chain partners.
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(2)Key Production and Sales Policies:
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A. Market Segmentation Strategy
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(A) The Company focuses on AIoT smart service solutions and semiconductor industry solutions. Based on industry demand, its business is segmented into electronic payment, smart devices, and semiconductor monitoring and sensing control, enabling the delivery of targeted technologies and solutions.
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(B) In the electronic payment segment, the Company develops integrated payment solutions for a wide range of applications, including parking facilities, car wash stations, public transportation, self-service equipment, and EV charging and energy storage scenarios. In the smart device market, the Company focuses on the YouBike system, E-bike control solutions, and smart parking equipment.
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(C) In the semiconductor sensing and control segment, the Company continues to target the high-end manufacturing monitoring equipment market, focusing on leading
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semiconductor companies such as TSMC and Micron Technology, as well as key supply chain partners, to promote high-value, locally developed solutions.
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(D) In 2026, the Company’s market strategy will focus on overseas expansion, with the United States as its primary target market. By collaborating with local partners and system integrators, the Company will prioritize transportation-related applications while enhancing product compliance with international standards, as well as compatibility with cybersecurity and communication interfaces. It will also strengthen API integration and cloud-based management capabilities to improve deployment efficiency and after-sales service. In addition, the Company will leverage pilot projects and channel development to enhance market visibility and order conversion, thereby establishing a replicable overseas growth model.
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B. Customer Service Policy
The Company adopts a customer-oriented approach and, through enterprise collaboration, provides long-term, mutually beneficial strategic solutions in response to industry challenges and needs. It is committed to delivering high-efficiency, cost-effective, and high-quality service experiences, with the goal of fostering value co-creation across industries.
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(A) The Company offers customized technical support and long-term operation and maintenance services to ensure that its solutions meet the needs of different industries. Key applications include the continuous optimization of the YouBike 2.0 operating system and electronic payment-related service scenarios such as smart parking management systems, ensuring stable system operations and enhancing customer satisfaction.
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(B) By leveraging big data and AI analytics, the Company assists clients in improving operational efficiency. For example, by optimizing the dispatch of YouBike bicycle stations, it enables partners to operate more efficiently.
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C. Marketing Strategy
The Company positions itself as a long-term partner in industrial technology services and is committed to delivering innovative products and services that enhance clients’ competitiveness and protect their market share. Whether in B2B2B or B2B2C models, wherever its clients operate, the Company’s services extend accordingly. The Company’s proven track record of value co-creation through enterprise collaboration serves as its most effective form of marketing. At the same time, by leveraging clients’ existing marketing channels, the Company continues to expand the reach of its technology services and deepen its presence across industry sectors.
3. Future Development Strategy
To address the rapidly changing market environment and ensure the Company’s longterm competitive advantage, the Company will adopt a mission of “Connecting Partners, Cocreating Value” and advance the following three key development strategies.
- (1)Technology Integration and Innovation Development:
A. AIoT Smart Service Solutions
The Company plans to invest in the iterative development of public bicycle rental
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systems and shared bicycle solutions by incorporating new technologies such as AI-based intelligent dispatch, eSIM, and wireless charging, thereby enhancing the operational management efficiency of public bicycle systems. At the same time, it will expand corporate green commuting solutions and promote the adoption of electric-assisted bicycles (E-bikes) within enterprises. In addition, the Company will continue to advance the deployment of smart parking payment systems and international license plate recognition technologies, improving the accuracy of parking management systems and the convenience of payment services, while expanding its business channels in overseas markets.
- B. Semiconductor Industry Solutions
In collaboration with industry partners in semiconductor process equipment, the Company will jointly develop high-precision gas flow control (MFC), electrostatic sensing, and real-time temperature sensing products and monitoring systems. These efforts aim to enhance environmental monitoring capabilities in semiconductor manufacturing processes, improve production yield, and reduce costs. In 2025, the Company also completed the establishment of a laboratory compliant with ISO quality standards. Going forward, this facility will support increased capacity for R&D testing and product calibration, further strengthening the Company’s competitive position within the semiconductor industry supply chain.
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(2)International Market Expansion:
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A. The Company has partnered with firms including Gudeng, Yeedex, Symtek, and Asia Neo Tech to establish the TSS Semiconductor Alliance. Through this alliance, members share the costs of overseas business expansion, broaden the supply of application products and services required for semiconductor manufacturing, and expand international distribution and sales channels.
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B. The Company will integrate its e-bike powertrain solutions into the branded electric bicycle models of customers, becoming part of their electronic control system supply chain and expanding alongside customers’ global product exports.
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C. In addition, the Company will develop international versions of public bicycle rental equipment and systems, enabling Taiwan’s YouBike experience to expand into global markets.
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(3)Enhancement of Corporate Governance:
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A. Strengthening ESG and Sustainable Governance: The Company has established a Sustainability Development Committee to oversee environmental, social, and governance (ESG) strategies. It also regularly discloses sustainability performance in accordance with international standards, including GRI, SASB, SDGs, and TCFD.
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B. Information Security and Risk Management: The Company enhances cybersecurity, system availability, and personal data protection to ensure the security of smart devices and payment systems, thereby strengthening customer trust.
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C. Talent Development and Workplace Safety: The Company strengthens employee training and retention programs, provides a supportive working environment, and promotes occupational health and safety (OHS) management to build sustainable corporate competitiveness.
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4. Impact of External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions
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(1)External Competitive Environment
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A. Smart Bicycle Market Trends
Global demand for environmental sustainability and smart cities continues to rise, driving rapid growth in the electric-assisted bicycle (E-bike) market, supported by favorable policies and technological advancements. The smart shared bicycle market is also expanding steadily due to increasing demand for short-distance urban mobility. With ongoing advancements in battery and electronic control technologies, the range and intelligent functionalities of E-bikes continue to improve, enhancing user convenience and overall market competitiveness. Leveraging its strengths in AIoT technologies, the Company provides integrated solutions for bicycle brands and shared mobility operators, further expanding its presence in both domestic and international markets.
- B. Semiconductor Sensing and Control Market Trends
Advanced process technologies are driving the upgrading of the semiconductor industry. Strong demand for sub-3nm processes, high-performance computing (HPC), AI applications, and automotive chips has prompted countries worldwide to expand investments in semiconductor fabs, thereby driving growth in the high-precision process equipment market. Sensing and control technologies are becoming increasingly critical in semiconductor manufacturing processes, directly impacting production stability and yield. Leveraging its high-precision sensing technologies in vibration, magnetic fields, temperature, and humidity, the Company continues to deepen its applications in semiconductor equipment. Through strategic alliances, it further expands its market presence and strengthens its competitive advantage.
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(2)Regulatory Environment
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A. Impact of Domestic and International Policies
Government initiatives promoting the adoption of digital payments, smart transportation, and ESG (Environmental, Social, and Governance) practices are driving increased demand for public bicycle systems and electric-assisted bicycles. The Company continues to closely monitor regulatory developments and collaborates with government agencies and strategic partners to ensure that its products and services remain compliant with regulatory requirements and aligned with market needs.
- B. Regulatory Compliance and Risk Management
The Company engages professional legal and accounting advisors to ensure that its business operations comply with applicable regulations across various jurisdictions. It also strengthens its corporate governance framework and enhances information transparency to mitigate operational risks.
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(3)Macroeconomic Environment
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A. Market Growth Opportunities
The electronic payment market continues to expand, driven by the widespread adoption of mobile payments and increasing demand for cross-border transactions. Smart parking and public bicycle systems are benefiting from policy support, while demand for
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advanced semiconductor processes is driving growth in semiconductor monitoring equipment, creating sustained long-term growth momentum. The Company will continue to invest in AIoT applications and semiconductor sensing and control technologies to further expand its market presence.
- B. Operating Strategy and Future Development
The Company will strengthen its core competitiveness in technology services, deepen partnerships with its clients, and stay attuned to regulatory and market trends to ensure stable business growth and enhance shareholder value.
Finally, on behalf of Microprogram Information Co., Ltd., I would like to express our sincere appreciation to all shareholders for your continued trust and support. We will remain true to our founding principles, continue to pursue excellence, and strive to create maximum value for all stakeholders.
Chairman: General Manager: Teng-Yan Wu Teng-Yan Wu
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Accounting Officer: Mei-Luan Chen
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II. Corporate Governance Report
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Information on Directors, President, Vice Presidents, Associate Vice Presidents, and Heads of Various Departments and Branches
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(1)Directors and Supervisors:
- A. Information on Directors
| March 24,2026;Unit: shares; % Current Positions Held in the Company and Other Companies Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship Remarks Title Name Relationship Chairman and President, Microprogram Information Co., Ltd. Chairman, Microprogram Information Technology (Changshu) Co., Ltd. Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor,DOTDOT Inc. - - - (Note) Chairman, YouBike Co., Ltd. Chairman, Cycling Life-Style Foundation - - - - - - - - - Corporate Governance Officer, Giant Manufacturing Co., Ltd. - - - - - - - - - |
March 24,2026;Unit: shares; % Current Positions Held in the Company and Other Companies Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship Remarks Title Name Relationship Chairman and President, Microprogram Information Co., Ltd. Chairman, Microprogram Information Technology (Changshu) Co., Ltd. Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor,DOTDOT Inc. - - - (Note) Chairman, YouBike Co., Ltd. Chairman, Cycling Life-Style Foundation - - - - - - - - - Corporate Governance Officer, Giant Manufacturing Co., Ltd. - - - - - - - - - |
March 24,2026;Unit: shares; % Current Positions Held in the Company and Other Companies Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship Remarks Title Name Relationship Chairman and President, Microprogram Information Co., Ltd. Chairman, Microprogram Information Technology (Changshu) Co., Ltd. Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor,DOTDOT Inc. - - - (Note) Chairman, YouBike Co., Ltd. Chairman, Cycling Life-Style Foundation - - - - - - - - - Corporate Governance Officer, Giant Manufacturing Co., Ltd. - - - - - - - - - |
March 24,2026;Unit: shares; % Current Positions Held in the Company and Other Companies Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship Remarks Title Name Relationship Chairman and President, Microprogram Information Co., Ltd. Chairman, Microprogram Information Technology (Changshu) Co., Ltd. Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor,DOTDOT Inc. - - - (Note) Chairman, YouBike Co., Ltd. Chairman, Cycling Life-Style Foundation - - - - - - - - - Corporate Governance Officer, Giant Manufacturing Co., Ltd. - - - - - - - - - |
March 24,2026;Unit: shares; % Current Positions Held in the Company and Other Companies Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship Remarks Title Name Relationship Chairman and President, Microprogram Information Co., Ltd. Chairman, Microprogram Information Technology (Changshu) Co., Ltd. Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor,DOTDOT Inc. - - - (Note) Chairman, YouBike Co., Ltd. Chairman, Cycling Life-Style Foundation - - - - - - - - - Corporate Governance Officer, Giant Manufacturing Co., Ltd. - - - - - - - - - |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Gender Age |
Nationality | Date of Initial Appointment |
Date of Current Appointment |
Term of Office |
Shareholdings at the Time of Appointment |
Current Shareholding |
Current Shareholdings Held by Spouse and Minor Children |
Shareholdings Held in the Name of Others |
Current Positions Held in the Company and Other Companies |
Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the |
Remarks | |||||||
| Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Major Education and Professional Experience |
Second Title |
Degree of Name |
Kinship Relationship |
|||||||||
| Chairman | Teng-Yan Wu |
Male 51~60 |
Republic of China |
2005/06/22 | 2024/05/29 | Three years |
2,465,915 | 5.47 | 2,465,915 | 4.45 | 130,000 | 0.23 | 1,304,000 | 2.36 | Ph.D. in Information Management, National Chung Cheng University Master’s Degree in Information Management, National Chung Cheng University Department of Mechanical Engineering, National Chiayi Institute of Agriculture |
Chairman and President, Microprogram Information Co., Ltd. Chairman, Microprogram Information Technology (Changshu) Co., Ltd. Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor,DOTDOT Inc. |
- | - | - | (Note) |
| Director | Li-Chu Yang Liu |
Female 61~70 |
Republic of China |
2013/07/04 | 2024/05/29 | Three years |
- | - | - | - | - | - | - | - | Department of Accounting, Tunghai University |
Chairman, YouBike Co., Ltd. Chairman, Cycling Life-Style Foundation |
- | - | - | - |
| Giant Manufactur ing Co., Ltd. |
- | Republic of China |
2013/07/04 | 2024/05/29 | Three years |
8,886,000 | 19.72 | 8,886,000 | 16.05 | - | - | - | - | - | - | - | - | - | - | |
| Director | Chia-Chieh Liu |
Male 41-50 |
Republic of China |
2013/07/04 | 2024/05/29 | Three years |
- | - | - | - | - | - | - | - | Department of Accounting, National Taiwan University Master of Business Administration, National Yang Ming Chiao Tung University Accounting Officer, Giant Manufacturing Co., Ltd. |
Corporate Governance Officer, Giant Manufacturing Co., Ltd. |
- | - | - | - |
| Giant Manufactur ing Co., Ltd. |
- | Republic of China |
2013/07/04 | 2024/05/29 | Three years |
8,886,000 | 19.72 | 8,886,000 | 16.05 | - | - | - | - | - | - | - | - | - | - |
11
B. Information on Independent Directors
March 24, 2026; Unit: shares; %
| Title | Name | Gender Age |
Nationality | Date of Initial Appointment |
Date of Current Appointment |
Term of Office |
Shareholdings at the Time of Appointment |
Shareholdings at the Time of Appointment |
Current Shareholding |
Current Shareholding |
Current Shareholdings Held by Spouse and Minor Children |
Current Shareholdings Held by Spouse and Minor Children |
Shareholdings Held in the Name of Others |
Shareholdings Held in the Name of Others |
Current Positions Held in the Company and Other Companies |
Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship |
Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship |
Other Executives, Directors, or Supervisors Who Are the Spouse or Relatives Within the Second Degree of Kinship |
Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| e o |
re te pouse or ives Within the Degree of Kinship |
|||||||||||||||||||
| Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Major Education and Professional Experience |
Title | Name | Relationship | |||||||||
| Independent Director |
Horng-Ren Chou |
Male 51-60 |
Republic of China |
2024/05/29 | 2024/05/29 | Three years |
- | - | - | - | - | - | - | - | Bachelor’s Degree in Industrial Design, Tunghai University |
Director, Vedan Biotechnology Corporation Director, Champion Marketing Co., Ltd. Responsible Person, EHT Worldwide Co.,Ltd. |
- | - | - | - |
| Independent Director |
Chia-Chun Tsai |
Female 41-50 |
Republic of China |
2024/05/29 | 2024/05/29 | Three years |
- | - | - | - | - | - | - | - | Thunderbird School of Global Business/MBA Franklin Pierce Law Center/Master of Intellectual Property Law Assistant Manager, TaiAn Technologies Corporation Head of Investment Management Department, Walsin Lihwa Corporation Deputy Director of Office of Business Development, Taipei Medical University Managing Partner, Taifong Partners Co. |
General Manager, IBF Venture Capital Co., Ltd. |
- | - | - | - |
| Independent Director |
Chih-Ming Chiang |
Male 61-70 |
Republic of China |
2024/05/29 | 2024/05/29 | Three years |
- | - | - | - | - | - | - | - | Ph.D. in Law, National Chengchi University Ph.D. in Law, Southwest University of Political Science and Law Judge (15 years) PracticingAttorney (28years) |
Managing Attorney, Chuan Cheng Law Firm |
- | - | - | - |
| Independent Director |
Chun-Ho Chen |
Male 51~60 |
Republic of China |
2024/05/29 | 2024/05/29 | Three years |
- | - | - | - | - | - | - | - | Ph.D. in Accounting, National Taiwan University Master’s Degree in Finance, National Taiwan University Associate Professor, Department of Accounting, National Chung HsingUniversity |
Independent Director, Grand Process Technology Corporation |
- | - | - | - |
Note: If the Chairman and the President (or an equivalent position, i.e. the highest-ranking managerial personnel) are the same person, or are spouses or relatives within the first degree of kinship, the reasons, rationale, necessity, and corresponding measures (such as increasing the number of independent directors and ensuring that a majority of directors do not concurrently serve as employees or managerial personnel) shall be disclosed: The Chairman concurrently serves as the President primarily because the Chairman is highly familiar with the Company’s business operations and financial condition, and, as the founder of the Company, possesses extensive knowledge of the industry. To further enhance the independence of the Board of Directors, the Chairman maintains close and thorough communication with all directors regarding the Company’s operational status, as well as its future business strategies and plans, in order to effectively implement corporate governance. The Company has established four independent director positions and functional committees to strengthen the functions of the Board and enhance its supervisory role. In addition, an Audit Committee has been established to replace the Supervisors.
12
C. Major Shareholders of Corporate Shareholders
| Unit: shares; % | ||
|---|---|---|
| Name of Corporate Shareholder |
Major Shareholders of Corporate Shareholders | Percentage % |
| Giant Manufacturing Co., Ltd. |
Kinabalu Holding Company | 4.65 |
| HSBC Bank (Taiwan) Limited in custody for the investment account of The Hongkong and Shanghai Banking Corporation Limited |
4.45 | |
| Yuon-Chan Liu | 4.16 | |
| Hsiu-Chen Tu | 3.32 | |
| Fubon Life Insurance Co., Ltd. | 2.99 | |
| Chunghwa Post Co., Ltd. | 2.56 | |
| Cathay Life Insurance Co., Ltd. | 2.47 | |
| King Liu | 1.97 | |
| Su-Hua Liu | 1.90 | |
| Citibank (Taiwan) Limited in custody for the investment account of Norges Bank – external manager BlackRock Investment Management(Taiwan)Co.,Ltd. |
1.87 |
Source: 2024 Annual Report of Giant Manufacturing Co., Ltd.
D. Major Shareholders of Corporate Shareholders That Are Corporate Entities
| Name of Corporate Entity | Major Shareholders of the Corporate Entity |
|---|---|
| Kinabalu Holding Company | Hsiu-Chen Tu (27.86%) |
| Yen Sing Investment Co., Ltd. | Hsiu-Chen Tu (69.75%) |
| Chunghwa Post Co., Ltd. | Ministry of Transportation and Communications |
| Fubon Life Insurance Co., Ltd. | Fubon Financial Holding Co., Ltd. (100%) |
| Cathay Life Insurance Co., Ltd. | Cathay Financial Holding Co., Ltd. (100%) |
Source: 2024 Annual Report of Giant Manufacturing Co., Ltd.
13
E. Disclosure of Directors’ Professional Qualifications and Independence of Independent Directors
| Criteria Name |
Professional Qualifications and Experience | Independence Status |
Number of Other Public Companies in Which the Independent Director Also Serves as an Independent Director |
|---|---|---|---|
| Teng-Yan Wu | A. Possesses more than 10 years of work experience in business operations, finance, and areas relevant to the Company’s business. Founder of Microprogram Information Co., Ltd.; currently serving as Chairman and President. B. None of the circumstances set forth in Article 30 of the CompanyAct apply. |
Not applicable | None |
| Representative of Giant Manufacturing Co., Ltd.: Li-Chu Yang Liu |
A. Possesses more than 5 years of work experience in business operations, finance, and areas relevant to the Company’s business. Currently serving as Chairman of YouBike Co., Ltd. and Chairman of the Cycling Life-Style Foundation. B. None of the circumstances set forth in Article 30 of the CompanyAct apply. |
Not applicable | None |
| Representative of Giant Manufacturing Co., Ltd.: Chia-Chieh Liu |
A. Currently serving as Corporate Governance Officer of Giant Manufacturing Co., Ltd. None of the circumstances set forth in Article 30 of theCompanyAct apply. |
Not applicable | None |
| Horng-Ren Chou | A. Possesses more than 5 years of work experience in business operations, finance, and areas relevant to the Company’s business. Currently serving as the responsible person of EHT Worldwide Co., Ltd., and as a Director of Vedan Biotechnology Corporation and Champion Marketing Co., Ltd. B. None of the circumstances set forth in Article 30 of the CompanyAct apply. |
The independent director, as well as his or her spouse and relatives within the second degree of kinship, does not serve as a director, supervisor, or employee of the Company or any of its affiliates, and does not hold any shares in the Company. No remuneration has been received in the past two years for providing business, legal, financial, accounting, or other related services to the Company or any of its affiliates. Independence complies with Note 2: (1)(2)(3)(4)(5)(6)(7 )(8)(9)(10)(11). |
None |
| Chia-Chun Tsai | A. Possesses more than 5 years of work experience in business operations, finance, and corporate investment. Currently serving as General Manager of IBF Venture Capital Co., Ltd. B. None of the circumstances set forth in Article 30 of the CompanyAct apply. |
1 | |
| Chih-Ming Chiang | A. Possesses more than 10 years of work experience in legal affairs. Currently serving as Managing Attorney of Chuan Cheng Law Firm. B. None of the circumstances set forth in Article 30 of the CompanyAct apply. |
None | |
| Chun-Ho Chen | A. Possesses more than 10 years of work experience in finance and accounting. Currently serving as Independent Director of Grand Process Technology Corporation. B. None of the circumstances set forth in Article 30 of the CompanyAct apply. |
1 |
(1) Not an employee of the Company or any of its affiliates.
14
-
(2) Not a director or supervisor of the Company or any of its affiliates (except where independent directors are concurrently appointed between the Company and its parent company, subsidiary, or a subsidiary of the same parent company in accordance with this Act or applicable local laws and regulations).
-
(3) Not a natural person shareholder who, together with his or her spouse, minor children, or shares held in the name of others, holds 1% or more of the total issued shares of the Company or ranks among the top ten shareholders.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal blood relative within the third degree of kinship of any of the managerial personnel listed in item (1), or of the persons listed in items (2) and (3).
-
(5) Not a director, supervisor, 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 appoints a representative to serve as a director or supervisor of the Company pursuant to Article 27, Paragraph 1 or Paragraph 2 of the Company Act (except where independent directors are concurrently appointed between the Company and its parent company, subsidiary, or a subsidiary of the same parent company in accordance with this Act or applicable local laws and regulations).
-
(6) Not a director, supervisor, or employee of another company in which a majority of the Company’s board seats or voting shares are controlled by the same person (except where independent directors are concurrently appointed between the Company and its parent company, subsidiary, or a subsidiary of the same parent company in accordance with this Act or applicable local laws and regulations).
-
(7) Not a director (or governing board member), supervisor (or governing supervisor), or employee of another company or institution in which the chairman, general manager, or an equivalent position of the Company is the same person or is the spouse of such person (except where independent directors are concurrently appointed between the Company and its parent company, subsidiary, or a subsidiary of the same parent company in accordance with this Act or applicable local laws and regulations).
-
(8) Not a director (or governing board member), supervisor (or governing supervisor), managerial personnel, or shareholder holding 5% or more of the shares of a specific company or institution that has financial or business dealings with the Company (except where such specific company or institution holds 20% or more but less than 50% of the Company’s issued shares, and independent directors are concurrently appointed between the Company and its parent company, subsidiary, or a subsidiary of the same parent company in accordance with this Act or applicable local laws and regulations).
-
(9) Not a professional individual, sole proprietor, partner, company, or institution, nor its owner, partner, director (or governing board member), supervisor (or governing supervisor), managerial personnel, or their spouse, that provides auditing services to the Company or its affiliates, or has received cumulative remuneration exceeding NT$500,000 in the past two years for providing business, legal, financial, accounting, or related services. However, this restriction does not apply to members of the Remuneration Committee, Tender Offer Review Committee, or Merger and Acquisition Special Committee who perform their duties in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
-
(10) Does not have a spousal relationship or a relationship within the second degree of kinship with any other director.
-
(11) Not elected as a representative of the government, a juridical person, or its representative in accordance with Article 27 of the Company Act.
F. Board Diversity and Independence
(A) Board Diversity
The Company advocates and respects a policy of board diversity. In order to strengthen corporate governance and promote the sound development of the Board’s composition and structure, the Company believes that a diversified approach contributes to enhancing overall corporate performance. The selection of board members is based on merit, with an emphasis on diverse and complementary capabilities across different industries. Board members possess industry experience and relevant skills, as well as competencies in business judgment, operational management, leadership, decision-making, and crisis management. The Company also places importance on gender equality among board members. Currently, the Board consists of seven directors, including two female directors. The diversity policy of the current Board and its implementation are as follows:
15
| Name | Nationality | Gender | Age | Concurrent Employment as an Employee of the Company |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Core | Competencies | ||||||||||
| Business Management | Finance and Asset Management |
Finance and Accounting | Legal Affairs | Strategic Planning and Risk Management |
Industry Trend Analysis | Industrial Technology Development |
|||||
| Teng-Yan Wu | Republic of China |
Male | Aged 51–60 |
| | | | | | ||
| Li-Chu Yang Liu(Note) |
Republic ofChina |
Female | Aged 61–70 |
| | | | | |||
| Chia-Chieh Liu (Note) |
Republic of China |
Male | Aged 41–50 |
| | | | | |||
| Horng-Ren Chou |
Republic of China |
Male | Aged 51–60 |
| | | | ||||
| Chia-Chun Tsai | Republic of China |
Female | Aged 41–50 |
| | | | | |||
| Chih-Ming Chiang |
Republic of China |
Male | Aged 61–70 |
| | ||||||
| Chun-Ho Chen | Republic of China |
Male | Aged 51–60 |
| | |
Note: Representative of Giant Manufacturing Co., Ltd.
(B) Board Independence
The Company currently has seven directors, four of whom are independent directors. More than half of the board seats are held by individuals who do not have spousal or familial relationships within the second degree of kinship with each other. The qualifications for the appointment of independent directors comply with the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies. Members of the Board possess expertise in finance, management, and the Company’s industry. Each director and independent director has his or her own area of specialization. The four independent directors, in particular, bring expertise in biotechnology industry trends, financial and accounting matters, and legal affairs, providing valuable guidance across the Company’s operations.
16
(2) President, Vice Presidents, Associate Vice Presidents, and Heads of Various Departments and Branches
March 24, 2026; Unit: shares; %
| Name | National ity |
Date of Appointm ent |
Shareholdings | Shareholdings | Shareholdings Held by Spouse and Minor Children |
Shareholdings Held by Spouse and Minor Children |
Shareholdings | Shareholdings | Current Positions Held in Other Companies |
Managerial Personnel Who Are Spouses or Relatives Within the Second Degree of Kinship |
Managerial Personnel Who Are Spouses or Relatives Within the Second Degree of Kinship |
Managerial Personnel Who Are Spouses or Relatives Within the Second Degree of Kinship |
Employee Stock |
Remarks | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Held in the Name | |||||||||||||||||
| of Others | |||||||||||||||||
| Gende | Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Major Education and | Title | Name | Relationship | Option Holdings of Managerial Personnel |
||||||
| Title | |||||||||||||||||
| r | Professional Experience | ||||||||||||||||
| Chairman and President |
Teng- Yan Wu |
Male | Republic of China |
1995/12/04 | 2,465,915 | 4.45 |
130,000 |
0.23 |
1,304,000 |
2.36 |
Ph.D. in Information Management, National Chung Cheng University Master’s Degree in Information Management, National Chung Cheng University Department of Mechanical Engineering, National Chiayi Institute of Agriculture |
Chairman, Jing Yan Investment Co., Ltd. Director, Small and Medium Enterprise Credit Guarantee Fund of Taiwan Director, TSS Holdings Limited Supervisor, DOTDOT Inc. |
- | - | - | Note 2 | Note 1 |
| Vice President and COO |
Yao- Sheng Yeh |
Male | Republic of China |
2026/01/01 | 241,358 | 0.44 |
- |
- |
- |
- |
Master’s Degree in Information Management, National Chung Cheng University Manager, Mercuries Data Systems Ltd. Manager, P-DUKE TechnologyCo.,Ltd. |
- | - | - | - | Note 2 | - |
| Vice President and CTO |
Kung-He Hsueh |
Male | Republic of China |
2026/01/01 | 257,441 | 0.46 |
46,000 |
0.05 |
- |
- |
Bachelor’s Degree in Mathematics, I-Shou University |
- | Internal Audit Officer |
Mei-Chen Huang |
Spouse | Note 2 | - |
| Chief Financial Officer |
Mei- Luan Chen |
Female | Republic of China |
2014/01/01 | 25,358 | 0.04 |
14,000 |
0.03 |
- |
- |
Department of Accounting and Statistics, National Taichung Junior College of Commerce Associate Vice President of Finance and Accounting, Kunnan Enterprises Ltd. Manager of Finance and Accounting, Taiwan Strong SportingGoods Inc. |
- | Note 2 | - | |||
| Senior Associate Vice President |
Jui- Chuan Chien |
Male | Republic of China |
2005/01/01 | 15,000 | 0.03 |
- |
- |
- |
- |
Department of Mechanical Engineering, National Chiayi Institute of Agriculture |
- | - |
- | - | Note 2 | - |
17
| Name | Gende r |
National ity |
Date of Appointm ent |
Shareholdings | Shareholdings | Shareholdings Held by Spouse and Minor Children |
Shareholdings Held by Spouse and Minor Children |
Shareholdings Held in the Name of Others |
Shareholdings Held in the Name of Others |
Current Positions Held in Other Companies |
Managerial Personnel Who Are Spouses or Relatives Within the Second Degree of Kinship |
Managerial Personnel Who Are Spouses or Relatives Within the Second Degree of Kinship |
Managerial Personnel Who Are Spouses or Relatives Within the Second Degree of Kinship |
Employee Stock |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Number of Shares |
Shareholding Percentage |
Major Education and Professional Experience |
Title | Name | Relationship | Option Holdings of Managerial Personnel |
|||||||
| Title | |||||||||||||||||
| Associate Vice President, Engineering Services Department |
Ming-Fu Chen |
Male | Republic of China |
2014/01/01 | 25,000 | 0.04 |
- |
- |
- |
- |
Department of Electronic Engineering, Computer Engineering Division, Chin- Yi Technical Vocational Junior College Manager, Project Technical Division, Service Department, Mercuries Data System Ltd. |
- | - |
- | - | Note 2 | - |
| Associate Vice President, Corporate Planning Office |
Yu- Cheng Liu |
Male | Republic of China |
2014/01/01 | 6,000 | 0.01 |
- |
- |
- |
- |
Master of Business Administration, Western Illinois University, USA Management Specialist, Philips Taiwan Limited Manager, Dongwang Microcode Information Co., Ltd. Project Consultant, Office of Information Technology, FengChia University |
- | - |
- | - | Note 2 | - |
| Internal Audit Officer |
Mei- Chen Huang |
Female | Republic of China |
2014/01/01 | 46,000 | 0.08 |
257,441 |
0.46 |
- |
- |
Master of Business Administration, National Tsing Hua University Department of Accounting, Hsing Wu College of Business Section Chief, Rong Tseng Industrial Co., Ltd. Manager, I-MEI Foods Co., Ltd. |
- | Vice President and CTO |
Kung-He Hsueh |
Spouse | Note 2 | - |
Note 1: If the Chairman and the President (or an equivalent position, i.e. the highest-ranking managerial personnel) are the same person, or are spouses or relatives within the first degree of kinship, the reasons, rationale, necessity, and corresponding measures (such as increasing the number of independent directors and ensuring that a majority of directors do not concurrently serve as employees or managerial personnel) shall be disclosed: The Chairman concurrently serves as the President primarily because the Chairman is highly familiar with the Company’s business operations and financial condition, and, as the founder of the Company, possesses extensive knowledge of the industry. To further enhance the independence of the Board of Directors, the Chairman maintains close and thorough communication with all directors regarding the Company’s operational status, as well as its future business strategies and plans, in order to effectively implement corporate governance. The Company has established four independent director positions and functional committees to strengthen the functions of the Board and enhance its supervisory role. In addition, an Audit Committee has been established to replace the Supervisors.
Note 2: Please refer to Section Three, Item V, “Administration of Employee Stock Options” of this Annual Report for details.
18
2. Remuneration Paid to Directors, the President, and Vice Presidents in the Most Recent Fiscal Year
(1)Remuneration of Non-Executive Directors
| March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
March 31,2026 Unit: NT$thousand |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Director Remuneration | ||||||||||||||||||||
| Total of Items A, | Remuneration Received Concurrently as Employees | Total of Items A, B, | ||||||||||||||||||||
| B, C, and D, and | C, D, E, F, and G, | |||||||||||||||||||||
| Base Compensatio n (A) |
Salaries, | |||||||||||||||||||||
| Severance | Directors’ | Business | as a Percentage of | and as a Percentage | ||||||||||||||||||
| Bonuses, and | Severance Pay | Employee Compensation | ||||||||||||||||||||
| Pay and | Compensation | Execution | Net Income After |
of Net Income After |
||||||||||||||||||
| Special | and Pension (F) | (G) | ||||||||||||||||||||
| Pension (B) | (C) | Expenses (D) | Tax | Tax | ||||||||||||||||||
| Allowances(E) | ||||||||||||||||||||||
| Remuneration |
||||||||||||||||||||||
| The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
All | The Company | All Companies Included in the Financial Statements |
||||||
| Companies | Received from |
|||||||||||||||||||||
| The |
Included in |
Investee Companies |
||||||||||||||||||||
| Company | the Financial | (Excluding | ||||||||||||||||||||
Statements |
Subsidiaries) or |
|||||||||||||||||||||
| Amount in Cash |
Amount in Stock |
Amount in Cash |
Amount in Stock |
Parent Company | ||||||||||||||||||
| Chairman | Teng-Yan Wu | - | - | - | - | 868 | 868 | 78 | 78 | 946 3.26% |
946 3.26% |
4,418 | 4,418 | - | - | - | - | - | - | 5,364 18.48% |
5,364 18.48% |
- |
| Representative Director of a Corporate Shareholder |
Giant Manufacturing Co.,Ltd. |
|||||||||||||||||||||
| Li-Chu Yang Liu | ||||||||||||||||||||||
| Chia-Chieh Liu | ||||||||||||||||||||||
| Independent Director |
Horng-Ren Chou | 1,440 | 1,440 | - | - | - | - | 102 | 102 | 1,542 5.31% |
1,542 5.31% |
- | - | - | - | - | - | - | - | 1,542 5.31% |
1,542 5.31% |
- |
| Chia-Chun Tsai | ||||||||||||||||||||||
| Chih-MingChiang | ||||||||||||||||||||||
| Chun-Ho Chen | ||||||||||||||||||||||
| A. Please describe the policy, system, standards, and structure for the remuneration of independent directors, and explain the relationship between such remuneration and factors such as responsibilities, risks, and time commitment: Independent directors are provided with fixed monthly remuneration in accordance with their specific authorities and responsibilities. They do not participate in the distribution of directors’ compensation. Such remuneration is subject to review by the Remuneration Committee and submitted to the Board of Directors for resolution. The Company conducts regular annual evaluations of the performance and remuneration of independent directors, and reviews the remuneration system as appropriate based on actual operating conditions and applicable laws and regulations. B. Except as disclosed in the above table, no remuneration was received in the most recent fiscal year by directors for services provided (such as serving as consultants to the parent company, all companies included in the financial statements, or investee companies,where theydo not serve as employees): None. |
19
Directors’ Remuneration Bracket Table
| Remuneration Brackets for Individual Directors of the Company |
Name of Directors | Name of Directors | Name of Directors | Name of Directors |
|---|---|---|---|---|
| Total of the First Four Items(A + B + C + D) | Total of the First Seven Items(A + B + C + D + E + F + G) | |||
| The Company | All Companies Included in the Financial Statements(I) |
The Company | All Companies Included in the Financial Statements |
|
| Below NT$1,000,000 | Teng-Yan Wu, Giant Manufacturing Co., Ltd., Li-Chu Yang Liu, Chia-Chieh Liu, Horng- Ren Chou, Chia-Chun Tsai, Chih- MingChiang,Chun-Ho Chen |
Teng-Yan Wu, Giant Manufacturing Industry Co., Ltd., Li-Chu Yang Liu, Chia-Chieh Liu, Horng-Ren Chou, Chia-Chun Tsai, Chih-MingChiang,Chun-Ho Chen |
Giant Manufacturing Co., Ltd., Li- Chu Yang Liu, Chia-Chieh Liu, Horng-Ren Chou, Chia-Chun Tsai, Chih-Ming Chiang, Chun-Ho Chen |
Giant Manufacturing Co., Ltd., Li- Chu Yang Liu, Chia-Chieh Liu, Horng-Ren Chou, Chia-Chun Tsai, Chih-Ming Chiang, Chun-Ho Chen |
| NT$1,000,000 (inclusive) – NT$2,000,000 (exclusive) | - | - | - | - |
| NT$2,000,000 (inclusive) – NT$3,500,000 (exclusive) | - | - | - | - |
| NT$3,500,000 (inclusive) – NT$5,000,000 (exclusive) | - | - | Teng-Yan Wu | Teng-Yan Wu |
| NT$5,000,000 (inclusive) – NT$10,000,000 (exclusive) | - | - | - | - |
| NT$10,000,000 (inclusive) – NT$15,000,000 (exclusive) | - | - | - | - |
| NT$15,000,000 (inclusive) – NT$30,000,000 (exclusive) | - | - | - | - |
| NT$30,000,000 (inclusive) – NT$50,000,000 (exclusive) | - | - | - | - |
| NT$50,000,000 (inclusive) – NT$100,000,000 (exclusive) | - | - | - | - |
| NT$100,000,000 and above | - | - | - | - |
| Total | 7 persons | 7 persons | 7 persons | 7 persons |
Note 1: If the Company has reported a net loss after tax in its parent company only or separate financial statements for any of the most recent three fiscal years, the remuneration of individual directors shall be disclosed: Not applicable. Note 2: If the Company has failed to meet the required shareholding ratio for directors for a period exceeding 3 consecutive months in the most recent fiscal year, the remuneration of individual directors shall be disclosed: Not applicable. Note 3: If, in any three months of the most recent fiscal year, the average share pledge ratio of directors exceeds 50%, the remuneration of individual directors whose pledge ratio exceeds 50% in those months shall be disclosed: Not applicable. Note 4: If the total remuneration received by all directors from all companies included in the financial statements exceeds 2% of net income after tax, and the remuneration received by any individual director exceeds NT$15 million, the remuneration of such individual director shall be disclosed: Not applicable.
- Note 5: If the Company’s corporate governance evaluation ranking falls within the lowest two tiers in the most recent fiscal year, or if the Corporate Governance Evaluation Committee has resolved that the Company shall not be evaluated, the remuneration of individual directors shall be disclosed: Not applicable.
Note 6: If the average annual salary of full-time employees not holding managerial positions is less than NT$500,000 in the most recent fiscal year, the remuneration of individual directors shall be disclosed: Not applicable.
-
Note 7: If net income after tax in the most recent fiscal year increases by 10% or more, but the average annual salary of full-time employees not holding managerial positions does not increase compared to the previous fiscal year, the remuneration of individual directors shall be disclosed: Not applicable.
-
Note 8: If net income after tax in the most recent fiscal year decreases by 10% or more and exceeds NT$5 million, and the average remuneration per director (excluding remuneration received concurrently as employees) increases by 10% or more and exceeds NT$100,000, the remuneration of individual directors shall be disclosed: Not applicable.
20
(2) Remuneration of the President and Vice Presidents
| March 31,2026 Unit: NT$thousand | March 31,2026 Unit: NT$thousand | March 31,2026 Unit: NT$thousand | March 31,2026 Unit: NT$thousand | March 31,2026 Unit: NT$thousand | March 31,2026 Unit: NT$thousand | March 31,2026 Unit: NT$thousand | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severance Pay and Pension (B) |
Bonuses and Special Allowances(C) |
Employee Compensation (D) | Total of Items A, B, C, and D, and as a Percentage of Net Income After Tax(%) |
Remuneration Received from Investee Companies (Excluding Subsidiaries) or Parent Company |
|||||||
| The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company | All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
|||||
| Amount in Cash |
Amount in Stock |
Amount in Cash |
Amount in Stock |
|||||||||||
| President | Teng-Yan Wu | 6320 | 6320 | 158 | 158 | 1147 | 1147 | - | - | - | - | 7,625 |
7,625 |
- |
| Vice President | Chien-ChungLu | |||||||||||||
| Senior Associate Vice President (Note) |
Jui-Chuan Chien | , | , | , | , | 26.27% | 26.27% |
Note: Managerial position levels were adjusted at the first Board meeting in 2026.
Remuneration Bracket Table
| Remuneration Brackets for the President and Vice Presidents of the Company |
Name of the President and Vice Presidents | Name of the President and Vice Presidents |
|---|---|---|
| The Company | All Companies Included in the Financial Statements | |
| Below NT$1,000,000 | - | - |
| NT$1,000,000(inclusive)– NT$2,000,000(exclusive) | Chien-ChungLu,Jui-Chuan Chien | Chien-ChungLu,Jui-Chuan Chien |
| NT$2,000,000(inclusive)– NT$3,500,000(exclusive) | - | - |
| NT$3,500,000(inclusive)– NT$5,000,000(exclusive) | Teng-Yan Wu | Teng-Yan Wu |
| NT$5,000,000(inclusive)– NT$10,000,000(exclusive) | - | - |
| NT$10,000,000(inclusive)– NT$15,000,000(exclusive) | - | - |
| NT$15,000,000(inclusive)– NT$30,000,000(exclusive) | - | - |
| NT$30,000,000(inclusive)– NT$50,000,000(exclusive) | - | - |
| NT$50,000,000(inclusive)– NT$100,000,000(exclusive) | - | - |
| NT$100,000,000 and above | - | - |
| Total | 3persons | 3persons |
21
- (3) Names of Managerial Personnel Allocated Employee Compensation and Allocation Details (Note 1 ) :
Unit: NT$ thousand
| Title | Name | Amount in Stock |
Amount in Cash |
Total | Total as a Percentage of Net Income After Tax (%) |
|
|---|---|---|---|---|---|---|
| Managerial Personnel | Chairman and President | Teng-Yan Wu | 0 | 0 | 0 | 0 |
| Vice President and COO | Yao-Sheng Yeh | |||||
| Vice President and CTO | Kung-He Hsueh | |||||
| Chief Financial Officer | Mei-Luan Chen | |||||
| Senior Associate Vice President (Note 2) |
Jui-Chuan Chien | |||||
| Associate Vice President, EngineeringServices Department |
Ming-Fu Chen | |||||
| Associate Vice President, Corporate PlanningOffice |
Yu-Cheng Liu | |||||
| Internal Audit Officer | Mei-Chen Huang |
Note 1: The distribution of employee compensation and directors’ compensation for 2025 was approved by the Board of Directors on February 25, 2026.
Note 2: Managerial position levels were adjusted at the first Board meeting in 2026.
-
(4) Provide a comparative analysis of the ratios of total remuneration paid by the Company and all companies included in the consolidated financial statements to the Company’s directors, President, and Vice Presidents over the most recent two fiscal years relative to net income after tax in the parent company only or individual financial statements. Additionally, describe the policies, standards, and structure of remuneration, the procedures for determining remuneration, and its relationship with operating performance.
-
A. Ratio of Total Remuneration Paid to Directors, the President, and Vice Presidents to Net Income After Tax for the Most Recent Two Fiscal Years:
| Unit: % | Unit: % | |||
|---|---|---|---|---|
| Item | The Company |
All Companies Included in the FinancialStatements |
||
| 2024 | 2025 | 2024 | 2025 | |
| Ratio of Total Directors’ Remuneration to Net Income After Tax(%) |
7.96 | 23.79 | 7.96 | 23.79 |
| Ratio of Total Remuneration of the President and Vice Presidents to Net Income After Tax(%) |
5.56 | 26.27 | 5.56 | 26.27 |
-
B. Policies, Standards, and Structure of Remuneration, Procedures for Determining Remuneration, and Its Relationship with Operating Performance:
-
(A) Directors and Supervisors: The remuneration of directors is appropriated in accordance with the Company’s Articles of Incorporation, approved by the Board of Directors, and reported at the shareholders’ annual general meeting.
-
(B) President and Vice Presidents: The remuneration of the President and Vice Presidents is determined based on their respective positions, responsibilities, and contributions to the Company’s operational objectives, with reference to prevailing market compensation levels in the industry.
In summary, the remuneration of the Company’s directors, President, and Vice
22
Presidents is determined in accordance with the Company’s Articles of Incorporation and personnel regulations, taking into account their level of participation in the Company’s operations, their contributions and value, and prevailing industry standards. Such remuneration is positively correlated with operating performance, while also taking into consideration potential future operational risks, applicable laws and regulations, and industry cycle fluctuations. The remuneration system is reviewed as appropriate to achieve a balance between the Company’s sustainable development and risk management.
3. Status of Corporate Governance Implementation
(1) Information on Board of Directors’ Operations
From 2025 to the date of publication of this Annual Report, the Board of Directors convened 11 meetings. The attendance of directors and supervisors is as follows:
| Title | Name | Actual Attendance (in Person/ byProxy) |
Number of Proxy Attendances |
Actual Attendance Rate (%) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Teng-Yan Wu | 11 | 0 | 100 | Required to attend 11 meetings |
| Director | Li-Chu Yang Liu | 8 | 3 | 72.73 | Required to attend 11 meetings; unable to attend the 7th Board meeting in 2025 and the 1st and 2nd Board meetings in 2026 in person, and appointed Director Chia- Chieh Liu as proxy by issuing aproxyform. |
| Director | Chia-Chieh Liu | 11 | 0 | 100 | Required to attend 11 meetings |
| Independent Director |
Horng-Ren Chou | 11 | 0 | 100 | Required to attend 11 meetings |
| Independent Director |
Chia-Chun Tsai | 11 | 0 | 100 | Required to attend 11 meetings |
| Independent Director |
Chih-Ming Chiang | 11 | 0 | 100 | Required to attend 11 meetings |
| Independent Director |
Chun-Ho Chen | 9 | 2 | 81.82 | Required to attend 11 meetings; unable to attend the 1st Board meeting in 2025 and appointed Independent Director Horng-Ren Chou as proxy by issuing a proxy form. Unable to attend the 4th Board meeting in 2025 in person due to leave of absence. |
| Note: Independent directors were appointed and an Audit Committee was established on May 29, 2024, replacing the functions of the Supervisors. Other Matters to Be Disclosed: 1. If any of the following circumstances apply to the operation of the Board of Directors, the date of the Board meeting, session number, content of the proposals, opinions of all independent directors, and the Company’s handling of such opinions shall be disclosed: (1) Matters specified under Article 14-3 of the Securities and Exchange Act: As the Company established an Audit Committee on May29,2024,theprovisions of Article 14-3 of the |
23
| Securities and Exchange Act do not apply. Instead, the provisions of Article 14-5 apply. Please refer to the section on the operation of the Audit Committee. (2) Except for the matters described above, other Board resolutions to which independent directors expressed dissenting or qualified opinions that were recorded in the minutes or stated in writing: None. 2. Implementation of Directors’ Recusal from Proposals Involving Conflicts of Interest, Including the Names of Directors, Proposal Content, Reasons for Recusal, and Participation in Voting: Meeting Date Proposal Content Name of Director(s) Reason for Recusal Participation in Voting 2025/02/14 1st Board Meeting in 2025 Ratification of contracts entered into between the Company and related parties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/03/05 2nd Board Meeting in 2025 Distribution of employee compensation and directors’ compensation for 2024 Employee Compensation: Teng- Yan Wu and Mei- Luan Chen; Directors’ Compensation: Teng- Yan Wu, Chia-Chieh Liu, and Li-Chu YangLiu. Conflict of interest Recused individually from participation in discussion and voting Proposal for the release of directors from non-compete restrictions Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting 2025/03/27 3rd Board Meeting in 2025 Appointment of the President of the Company Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting Ratification of memoranda of transactions entered into between the Company and relatedparties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused from participation in discussion and voting 2025/04/21 4th Board Meeting in 2025 Proposal for the Audit Committee to designate Independent Director Horng- Ren Chou as the signatory for audit reports Horng-Ren Chou Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/05/22 6th Board Meeting in 2025 Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash Teng-Yan Wu, Mei- Luan Chen, and Yu- Cheng Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/08/12 7th Board Meeting in 2025 Proposal for adjustment of salaries for managerial personnel Teng-Yan Wu and Mei-Luan Chen Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/12/12 9th Board Meeting Determination of year-end bonuses for managerial Teng-Yan Wu, Mei- Luan Chen,and Mei- Conflict of interest Recused due to conflict of |
Securities and Exchange Act do not apply. Instead, the provisions of Article 14-5 apply. Please refer to the section on the operation of the Audit Committee. (2) Except for the matters described above, other Board resolutions to which independent directors expressed dissenting or qualified opinions that were recorded in the minutes or stated in writing: None. 2. Implementation of Directors’ Recusal from Proposals Involving Conflicts of Interest, Including the Names of Directors, Proposal Content, Reasons for Recusal, and Participation in Voting: Meeting Date Proposal Content Name of Director(s) Reason for Recusal Participation in Voting 2025/02/14 1st Board Meeting in 2025 Ratification of contracts entered into between the Company and related parties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/03/05 2nd Board Meeting in 2025 Distribution of employee compensation and directors’ compensation for 2024 Employee Compensation: Teng- Yan Wu and Mei- Luan Chen; Directors’ Compensation: Teng- Yan Wu, Chia-Chieh Liu, and Li-Chu YangLiu. Conflict of interest Recused individually from participation in discussion and voting Proposal for the release of directors from non-compete restrictions Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting 2025/03/27 3rd Board Meeting in 2025 Appointment of the President of the Company Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting Ratification of memoranda of transactions entered into between the Company and relatedparties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused from participation in discussion and voting 2025/04/21 4th Board Meeting in 2025 Proposal for the Audit Committee to designate Independent Director Horng- Ren Chou as the signatory for audit reports Horng-Ren Chou Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/05/22 6th Board Meeting in 2025 Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash Teng-Yan Wu, Mei- Luan Chen, and Yu- Cheng Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/08/12 7th Board Meeting in 2025 Proposal for adjustment of salaries for managerial personnel Teng-Yan Wu and Mei-Luan Chen Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/12/12 9th Board Meeting Determination of year-end bonuses for managerial Teng-Yan Wu, Mei- Luan Chen,and Mei- Conflict of interest Recused due to conflict of |
Securities and Exchange Act do not apply. Instead, the provisions of Article 14-5 apply. Please refer to the section on the operation of the Audit Committee. (2) Except for the matters described above, other Board resolutions to which independent directors expressed dissenting or qualified opinions that were recorded in the minutes or stated in writing: None. 2. Implementation of Directors’ Recusal from Proposals Involving Conflicts of Interest, Including the Names of Directors, Proposal Content, Reasons for Recusal, and Participation in Voting: Meeting Date Proposal Content Name of Director(s) Reason for Recusal Participation in Voting 2025/02/14 1st Board Meeting in 2025 Ratification of contracts entered into between the Company and related parties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/03/05 2nd Board Meeting in 2025 Distribution of employee compensation and directors’ compensation for 2024 Employee Compensation: Teng- Yan Wu and Mei- Luan Chen; Directors’ Compensation: Teng- Yan Wu, Chia-Chieh Liu, and Li-Chu YangLiu. Conflict of interest Recused individually from participation in discussion and voting Proposal for the release of directors from non-compete restrictions Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting 2025/03/27 3rd Board Meeting in 2025 Appointment of the President of the Company Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting Ratification of memoranda of transactions entered into between the Company and relatedparties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused from participation in discussion and voting 2025/04/21 4th Board Meeting in 2025 Proposal for the Audit Committee to designate Independent Director Horng- Ren Chou as the signatory for audit reports Horng-Ren Chou Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/05/22 6th Board Meeting in 2025 Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash Teng-Yan Wu, Mei- Luan Chen, and Yu- Cheng Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/08/12 7th Board Meeting in 2025 Proposal for adjustment of salaries for managerial personnel Teng-Yan Wu and Mei-Luan Chen Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/12/12 9th Board Meeting Determination of year-end bonuses for managerial Teng-Yan Wu, Mei- Luan Chen,and Mei- Conflict of interest Recused due to conflict of |
Securities and Exchange Act do not apply. Instead, the provisions of Article 14-5 apply. Please refer to the section on the operation of the Audit Committee. (2) Except for the matters described above, other Board resolutions to which independent directors expressed dissenting or qualified opinions that were recorded in the minutes or stated in writing: None. 2. Implementation of Directors’ Recusal from Proposals Involving Conflicts of Interest, Including the Names of Directors, Proposal Content, Reasons for Recusal, and Participation in Voting: Meeting Date Proposal Content Name of Director(s) Reason for Recusal Participation in Voting 2025/02/14 1st Board Meeting in 2025 Ratification of contracts entered into between the Company and related parties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/03/05 2nd Board Meeting in 2025 Distribution of employee compensation and directors’ compensation for 2024 Employee Compensation: Teng- Yan Wu and Mei- Luan Chen; Directors’ Compensation: Teng- Yan Wu, Chia-Chieh Liu, and Li-Chu YangLiu. Conflict of interest Recused individually from participation in discussion and voting Proposal for the release of directors from non-compete restrictions Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting 2025/03/27 3rd Board Meeting in 2025 Appointment of the President of the Company Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting Ratification of memoranda of transactions entered into between the Company and relatedparties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused from participation in discussion and voting 2025/04/21 4th Board Meeting in 2025 Proposal for the Audit Committee to designate Independent Director Horng- Ren Chou as the signatory for audit reports Horng-Ren Chou Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/05/22 6th Board Meeting in 2025 Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash Teng-Yan Wu, Mei- Luan Chen, and Yu- Cheng Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/08/12 7th Board Meeting in 2025 Proposal for adjustment of salaries for managerial personnel Teng-Yan Wu and Mei-Luan Chen Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/12/12 9th Board Meeting Determination of year-end bonuses for managerial Teng-Yan Wu, Mei- Luan Chen,and Mei- Conflict of interest Recused due to conflict of |
Securities and Exchange Act do not apply. Instead, the provisions of Article 14-5 apply. Please refer to the section on the operation of the Audit Committee. (2) Except for the matters described above, other Board resolutions to which independent directors expressed dissenting or qualified opinions that were recorded in the minutes or stated in writing: None. 2. Implementation of Directors’ Recusal from Proposals Involving Conflicts of Interest, Including the Names of Directors, Proposal Content, Reasons for Recusal, and Participation in Voting: Meeting Date Proposal Content Name of Director(s) Reason for Recusal Participation in Voting 2025/02/14 1st Board Meeting in 2025 Ratification of contracts entered into between the Company and related parties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/03/05 2nd Board Meeting in 2025 Distribution of employee compensation and directors’ compensation for 2024 Employee Compensation: Teng- Yan Wu and Mei- Luan Chen; Directors’ Compensation: Teng- Yan Wu, Chia-Chieh Liu, and Li-Chu YangLiu. Conflict of interest Recused individually from participation in discussion and voting Proposal for the release of directors from non-compete restrictions Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting 2025/03/27 3rd Board Meeting in 2025 Appointment of the President of the Company Teng-Yan Wu Conflict of interest Recused from participation in discussion and voting Ratification of memoranda of transactions entered into between the Company and relatedparties Teng-Yan Wu and Li-Chu Yang Liu Conflict of interest Recused from participation in discussion and voting 2025/04/21 4th Board Meeting in 2025 Proposal for the Audit Committee to designate Independent Director Horng- Ren Chou as the signatory for audit reports Horng-Ren Chou Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/05/22 6th Board Meeting in 2025 Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash Teng-Yan Wu, Mei- Luan Chen, and Yu- Cheng Liu Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/08/12 7th Board Meeting in 2025 Proposal for adjustment of salaries for managerial personnel Teng-Yan Wu and Mei-Luan Chen Conflict of interest Recused due to conflict of interest; did not participate in discussion or voting 2025/12/12 9th Board Meeting Determination of year-end bonuses for managerial Teng-Yan Wu, Mei- Luan Chen,and Mei- Conflict of interest Recused due to conflict of |
|
|---|---|---|---|---|---|
| Meeting Date | Proposal Content | Name of Director(s) | Reason for Recusal |
Participation in Voting |
|
| 2025/02/14 1st Board Meeting in 2025 |
Ratification of contracts entered into between the Company and related parties |
Teng-Yan Wu and Li-Chu Yang Liu |
Conflict of interest |
Recused due to conflict of interest; did not participate in discussion or voting |
|
| 2025/03/05 2nd Board Meeting in 2025 |
Distribution of employee compensation and directors’ compensation for 2024 |
Employee Compensation: Teng- Yan Wu and Mei- Luan Chen; Directors’ Compensation: Teng- Yan Wu, Chia-Chieh Liu, and Li-Chu YangLiu. |
Conflict of interest |
Recused individually from participation in discussion and voting |
|
| Proposal for the release of directors from non-compete restrictions |
Teng-Yan Wu | Conflict of interest |
Recused from participation in discussion and voting |
||
| 2025/03/27 3rd Board Meeting in 2025 |
Appointment of the President of the Company |
Teng-Yan Wu | Conflict of interest |
Recused from participation in discussion and voting |
|
| Ratification of memoranda of transactions entered into between the Company and relatedparties |
Teng-Yan Wu and Li-Chu Yang Liu |
Conflict of interest |
Recused from participation in discussion and voting |
||
| 2025/04/21 4th Board Meeting in 2025 |
Proposal for the Audit Committee to designate Independent Director Horng- Ren Chou as the signatory for audit reports |
Horng-Ren Chou | Conflict of interest |
Recused due to conflict of interest; did not participate in discussion or voting |
|
| 2025/05/22 6th Board Meeting in 2025 |
Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash |
Teng-Yan Wu, Mei- Luan Chen, and Yu- Cheng Liu |
Conflict of interest |
Recused due to conflict of interest; did not participate in discussion or voting |
|
| 2025/08/12 7th Board Meeting in 2025 |
Proposal for adjustment of salaries for managerial personnel |
Teng-Yan Wu and Mei-Luan Chen |
Conflict of interest |
Recused due to conflict of interest; did not participate in discussion or voting |
|
| 2025/12/12 9th Board Meeting |
Determination of year-end bonuses for managerial |
Teng-Yan Wu, Mei- Luan Chen,and Mei- |
Conflict of interest |
Recused due to conflict of |
24
| in 2025 | personnel for 2025 | Chen Huang | interest; did not participate in discussion or voting |
||
|---|---|---|---|---|---|
| 2026/02/25 1st Board Meeting in 2026 |
Distribution of employee compensation and directors’ compensation for 2025 |
Teng-Yan Wu and Chia-Chieh Liu |
Conflict of interest |
Recused due to conflict of interest; did not participate in discussion or voting |
25
-
(4) Strengthening Communication with Stakeholders: The Company has designated a spokesperson and an acting spokesperson to serve as communication channels for stakeholders. The Company accepts shareholder proposals at each annual general meeting in accordance with applicable regulations. Shareholders with proposal rights may submit proposals to the Company during the designated acceptance period, and such proposals will be reviewed by the Board of Directors in accordance with relevant regulations.
-
(5) Directors’ Continuing Education: The Company’s directors fulfill the annual continuing education hours required by the competent authority. Directors are encouraged to participate in professional courses to continuously enhance their knowledge, maintain professional competence, and stay informed of relevant laws and regulations.
-
(6) The Company has established its “Rules of Procedure for Board Meetings” in accordance with the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” for compliance. Information on directors’ attendance at Board meetings is disclosed on the MOPS, and significant Board resolutions are also disclosed on the Company’s website.
-
(2) Participation of Audit Committee Members (Supervisors) in Board Operations
Following the shareholders’ meeting on May 29, 2024, the Company appointed independent directors and established an Audit Committee to replace the functions of the Supervisors. From 2025 to the date of publication of this Annual Report, the Audit Committee convened a total of 11 meetings. The attendance of members is as follows:
| Title | Name | Actual Attendance Actual Attendance Rate(%) |
Remarks | ||
|---|---|---|---|---|---|
| Independent Director (Convener) Horng- Ren Chou |
11 100 |
Required to attend 11 meetings as of the date of publication of this Annual Report |
|||
| Independent Director Chia- Chun Tsai |
11 100 |
Required to attend 11 meetings as of the date ofpublication of this Annual Report |
|||
| Unable to attend the 1st Audit Committee | |||||
| meeting in 2025 in person and appointed | |||||
| Independent Director Chun-Ho Chen |
9 81.82 |
Committee Member Horng-Ren Chou as proxy by issuing a proxy form. Unable to attend the 4th Audit Committee |
|||
| meeting in 2025 in person due to leave of | |||||
| absence. | |||||
| Independent Director Chih- Ming Chiang |
11 100 |
Required to attend 11 meetings as of the date of publication of this Annual Report |
|||
| Other Matters to Be Disclosed: | |||||
| (1) If any of the following | circumstances apply to the operation of the Audit Committee, the date | ||||
| of the meeting, session number, content of the proposals, any dissenting or qualified opinions | |||||
| or material recommendations from independent directors, the resolution of the Audit | |||||
| Committee, and the Company’s handling of such opinions shall be disclosed: | |||||
| A. Matters specified under Article 14-5 of the Securities and Exchange Act: | |||||
| Company’s | |||||
| Meeting Date | Meeting Title |
Major Resolutions | Resolution Result Response to Audit Committee |
||
| Opinions | |||||
| 2025/02/14 | 1st Audit Committee 1. |
Formulation of the Company’s “Rules Governingthe Scope of Duties of Approved as proposed Implemented in accordance with |
26
| Meeting in 2025 |
Independent Directors” | without objection |
the resolution | |||
|---|---|---|---|---|---|---|
| 2. Amendments to certain provisions of the Company’s “AccountingSystem” |
||||||
| 3. 2024 Business Report, parent company only financial statements and consolidated financial statements, and Internal Control Statement |
||||||
| 4. 2024 internal control self-assessment |
||||||
| 5. Proposal for the issuance of the Internal Control Statement |
||||||
| 6. The Company’s financial forecasts for the first and secondquarters of 2025 |
||||||
| 7. Ratification of contracts entered into between the Companyand relatedparties |
||||||
| 8. Review of fees paid to CPAs and evaluation of professional competence and independence for 2024 |
||||||
| 9. Self-evaluation of Board performance |
||||||
| 10. Formulation of the Company’s “Sustainable Development Committee Charter” and establishment of the Sustainable Development Committee |
||||||
| 11. Material topics of the Company’s 2024 SustainabilityReport |
||||||
| 2025/03/05 | 2nd Audit Committee Meeting in 2025 |
1. The Company’s 2024 earnings distribution proposal |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. Report on the Company’s distribution of cash dividends to shareholders for 2024 |
||||||
| 3. The Company’s distribution of employee compensation and directors’ compensation for 2024 |
||||||
| 4. Amendments to the Company’s Articles of Incorporation |
||||||
| 5. Approval of the definition of non-managerial employees and amendments to the Company’s salaryadministration regulations |
||||||
| 6. Proposal for acquisition of long-term equity investments |
||||||
| 7. Proposal for the release of directors from non-compete restrictions |
||||||
| 8. Proposal regarding the date, time, venue, and agenda of the Company’s 2025 annual general meeting |
||||||
| 2025/03/27 | 3rd Audit Committee meeting in 2025 |
1. Proposal for appointment of the Company’s President |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. Ratification of memoranda of transactions entered into between the Company and relatedparties |
||||||
| 2025/04/21 | 4th Audit Committee meeting in 2025 |
1. The Company’s 2024 earnings distribution proposal |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. Report on the Company’s distribution of cash dividends to shareholders for 2024 |
||||||
| 3. The Company’s distribution of employee compensation and directors’ compensation for 2024 |
||||||
| 2025/05/02 | 5th Audit | 1. The Company’s financial statements for the |
Approved as | Implemented in |
27
| Committee meeting in 2025 |
first quarter of 2025 | proposed without objection |
accordance with the resolution |
|||
|---|---|---|---|---|---|---|
| 2. Proposal for the Company to conduct a capital increase in cash and issue new shares forpre-listing public underwriting |
||||||
| 3. Proposal regarding the Company’s bank credit facilities |
||||||
| 4. Formulation of the Company’s “Employee Stock Subscription Plan” |
||||||
| 5. Amendments to certain provisions of the Company’s “Internal Audit Implementation Rules” |
||||||
| 2025/05/22 | 6th Audit Committee meeting in 2025 |
1. Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2025/08/12 | 7th Audit Committee meeting in 2025 |
1. The Company’s financial statements for the secondquarter of 2025 |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. Proposal for change of name, relocation, and reduction of registered capital of subsidiary Microprogram Information Technology (Changshu)Co.,Ltd. |
||||||
| 3. Proposal for appointment of the Company’s Internal Audit Officer |
||||||
| 4. Proposal for adjustment of salaries for managerialpersonnel |
||||||
| 2025/11/11 | 8th Audit Committee meeting in 2026 |
1. The Company’s financial statements for the thirdquarter of 2025 |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. To strengthen corporate governance, the Company has procured directors’ and officers’ liability insurance for all directors and managerial personnel during their term of office. |
||||||
| 3. Proposal for acquisition of land for the construction of an operations and R&D center |
||||||
| 2025/12/12 | 9th Audit Committee meeting in 2026 |
1. Internal audit plan for 2026 |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. Business plan and budget for 2026 |
||||||
| 3. Determination of year-end bonuses for managerialpersonnel for 2025 |
||||||
| 2026/02/25 | 1st Audit Committee meeting in 2026 |
1. Review of fees paid to CPAs and evaluation of professional competence and independence for 2025 |
Approved as proposed without objection |
Implemented in accordance with the resolution |
||
| 2. 2025 Business Report and self-prepared parent company only and consolidated financial statements |
||||||
| 3. Amendments to the Company’s Articles of Incorporation |
||||||
| 4. The Company’s distribution of employee compensation and directors’ compensation for 2025 |
||||||
| 5. Proposal for the release of directors from non-compete restrictions |
||||||
| 6. Proposal regarding the date, time, venue, and agenda of the Company’s 2026 annual general meeting |
||||||
| 2026/03/06 | 2nd Audit | 1. The Company’s 2025 earnings distribution |
Approved as | Implemented in |
28
| Committee meeting in 2026 |
proposal | proposed without objection |
accordance with the resolution |
||
|---|---|---|---|---|---|
| 2. Report on the Company’s distribution of cash dividends to shareholders for 2025 |
|||||
| 3. The Company’s 2025 Internal Control Statement |
|||||
| 4. Report on the status of private placement of common shares in 2024 |
|||||
| 5. Proposal to add Item 5 to the report items of the Company’s 2026 annualgeneral meeting |
-
B. Except for the matters described above, other resolutions not approved by the Audit Committee but passed by more than two-thirds of all directors: None.
-
(2) Implementation of Independent Directors’ Recusal from Proposals Involving Conflicts of Interest: No recusal due to conflicts of interest was required.
-
(3) Communication between Independent Directors, the Internal Audit Officer, and CPAs (including significant matters, methods, and outcomes of communication regarding the Company’s financial and business conditions):
-
A. Communication between the Audit Committee and the Internal Audit Officer:
-
(A) The Company’s Internal Audit Officer attends all Audit Committee meetings and reports on internal audit activities during the meetings. Independent directors are able to engage in direct and thorough communication with the Internal Audit Officer.
-
(B) The Company’s Internal Audit Officer regularly submits audit reports to independent directors for review.
-
-
B. Communication between the Audit Committee and CPAs:
-
(A) The Company’s CPAs attend Audit Committee meetings and Board meetings on an ad hoc basis. Independent directors may communicate directly with the CPAs at any time as needed, and communication channels remain open.
-
(B) The Company’s CPAs conducted audit communication meetings regarding the consolidated financial statements for the second quarter of 2025, as well as the annual consolidated and parent company only financial statements for 2025. During these meetings, the CPAs presented key corporate governance matters, audit reports, and financial statements (including significant adjusting entries and related party information). All independent directors reviewed and, following discussion, approved the matters.
-
| Date | Attendance of CPAs | Proposal Content |
|---|---|---|
| 2023/08/06 | Audit Committee and Board of Directors |
The Company’s consolidated financial statements for the secondquarter of 2024 |
| 2025/02/14 | Audit Committee and Board of Directors |
The Company’s consolidated and parent company onlyfinancial statements for 2024 |
| 2025/08/12 | Audit Committee and Board of Directors |
The Company’s consolidated financial statements for the secondquarter of 2025 |
| 2026/02/25 | Audit Committee and Board of Directors |
The Company’s consolidated and parent company onlyfinancial statements for 2025 |
- (3) Participation of Audit Committee Members (Supervisors) in Board Operations: Not applicable.
29
(4) Status of Corporate Governance Implementation and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor:
| Evaluation Item | Implementation Status | Deviation from the | ||
|---|---|---|---|---|
| Yes | Corporate Governance | |||
| Best-Practice Principles | ||||
| No | Summary Description | for TWSE/TPEx Listed | ||
| Companies and | ||||
| Reasons Therefor | ||||
| 1. Has the Company established and disclosed its Corporate Governance Best-Practice Principles in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? |
✓ | The Company has established its “Corporate Governance Best-Practice Principles” and related management regulations in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. These have been disclosed on the Company’s official website and were approved by the Board of Directors on March 13, 2024, to implement sound corporate governance and safeguard the rights and interests of shareholders and stakeholders. |
No material deviation | |
| 2. Shareholding Structure and Shareholders’ Rights (1) Has the Company established internal procedures to handle shareholders’ suggestions, queries, disputes and litigation matters, and implemented those procedures accordingly? |
✓ | The Company has established the “Rules of Procedure for Shareholders’ Meetings” and convenes shareholders’ meetings annually as a regular channel for communication with shareholders. To facilitate effective and timely communication with investors, the Company has designated a spokesperson and an acting spokesperson. Contact information for the spokesperson is disclosed on the Market Observation Post System (MOPS) as a channel for handling shareholders’ suggestions, inquiries, and disputes, and is also available on the Company’s website to safeguard shareholders’ rights and interests. |
No material deviation | |
| (2) Does the Company maintain a list of major shareholders who exercise actual control over the Company and their ultimate controlling persons? |
✓ | The Company has engaged a stock affairs agent to handle shareholder-related matters. Based on the shareholder register as of the book closure date provided by the stock affairs agent, the Company is able to identify major shareholders who exercise actual control and their ultimate controlling persons and maintain good relationships with them. In addition, the Company regularly reports changes in shareholdings of insiders (including directors, managerial personnel, and major shareholders holding more than 5%) in accordance with applicable laws and regulations. |
No material deviation | |
| (3) Has the Company established and implemented risk management and firewall mechanisms between itself and affiliated enterprises? |
✓ | The Company has established the “Regulations Governing Related Party Transactions,” “Operating Procedures for Financial and Business Transactions between Related Parties,” and “Supervision and Management of Subsidiaries,” among others. For transactions with related parties, such as loans of funds, endorsements and guarantees, and acquisition or disposal of assets, the Company has implemented appropriate risk control mechanisms and firewall measures under relevant internal control procedures, including the “Procedures for Lending Funds to Others and Endorsements/Guarantees” and the “Procedures for Acquisition or Disposal of Assets.” The implementation of suchprocedures is subject toperiodic review byinternal auditors. |
No material deviation | |
| (4) Has the Company | ✓ | Toprotect shareholders’ rights and ensure equitable treatment, the Companyhas established the “Procedures for | No material deviation |
30
| Evaluation Item | ImplementationStatus | Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | ||||
| No | Summary Description | |||
| established internal policies prohibiting insiders from trading securities using non- public market information? |
Handling Material Inside Information and Preventing Insider Trading,” which prohibit insiders from trading securities using undisclosed market information. |
|||
| 3. Composition and Responsibilities of the Board of Directors (1) Has the Board formulated and implemented a diversity policy regarding the composition of its members? |
✓ |
Board Diversity A. Board Diversity Policy: The Company has three directors and four independent directors, including two female directors. The diversity policy for Board composition is stipulated in the Company’s “Articles of Incorporation,” “Procedures for Election of Directors,” and “Corporate Governance Best-Practice Principles,” and is disclosed on the Market Observation Post System (MOPS). Board members shall be diverse, possessing different professional backgrounds with an emphasis on gender equality, and shall generally have the knowledge, skills, and qualities necessary to perform their duties. It is stipulated that the number of independent directors shall not be fewer than two and shall not be less than one-fifth of the total number of directors. B. Specific Objectives and Implementation of the Diversity Policy: The current Board comprises seven directors. The objectives and implementation status are as follows: (A) Diverse professional backgrounds: The Board includes members with industry expertise, with at least one director possessing financial/accounting expertise and at least one possessing a management background; the Company’s Board meets this diversity objective. (B) Gender equality: The Board shall include at least one director of a different gender; the Company’s Board meets this diversity objective. (C) Professional competence in the performance of duties: At least one director shall possess accounting expertise;the Company’s Board meets this diversityobjective. |
No material deviation | |
| (2) Has the Company, in addition to the legally required Remuneration Committee and Audit Committee, voluntarily established any other functional committees? |
✓ |
The Company has established a Remuneration Committee and an Audit Committee and established a Sustainability Development Committee on February 14, 2025. The necessity of establishing additional functional committees will be evaluated based on future operational needs. |
No material deviation | |
| (3) Has the Company established a performance evaluation system for the Board of Directors and conducts regular annual evaluations, reports the results to the Board, and uses the results as a reference for determining |
✓ |
The Company has established the “Regulations Governing Performance Evaluation of the Board of Directors and Managerial Personnel” and conducts annual performance evaluations of the Board as a whole and individual directors. The results of such evaluations are reported to the Board of Directors. The average internal self-evaluation score of the Board of Directors for 2025 reached 4 (Good) or above (out of a maximum score of 5), indicating sound overall operations. The evaluation results are as follows: Evaluation Item Score A. Degree ofparticipation in theCompany’s operations 4.77 B. Enhancement of thequalityof Board decision-making 4.87 |
No material deviation |
31
| Evaluation Item | ImplementationStatus | Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||||
|---|---|---|---|---|---|---|
| Yes | ||||||
| No | Summary Description | |||||
| directors’ remuneration and nomination for re-election? |
C. Composition and structure of the Board D. Selection and continuingeducation of directors E. Internal control F. Other items(to be determined bythe evaluator) Note: 1 = VeryPoor;2 = Poor;3 = Fair;4 = Good;5 = Excellent |
C. Composition and structure of the Board | 4.90 | |||
| D. Selection and continuingeducation of directors | 4.71 | |||||
| E. Internal control | 4.78 | |||||
| F. Other items(to be determined bythe evaluator) | NA | |||||
| (4) Does the Company regularly evaluate the independence of its CPAs? |
✓ |
The Company regularly evaluates the independence and suitability of the CPAs engaged to audit its financial reports, and such evaluation was approved by the Board of Directors on February 25, 2026. |
No material deviation | |||
| 4. Has the Company appointed an appropriate number of qualified corporate governance personnel and designated a corporate governance officer responsible for corporate governance- related matters (including but not limited to providing necessary information for directors and supervisors to perform their duties, assisting directors and supervisors in compliance with laws and regulations, handling Board and shareholders’ meeting matters in accordance with the law, and preparing minutes of Board and shareholders’ meetings)? |
✓ | Corporate governance-related matters are primarily handled by the Company’s Chief Financial Officer, Mei- Luan Chen, who also serves as the corporate governance officer. The main responsibilities include: (1) Handling matters related to Board of Directors and shareholders’ meetings in accordance with the law (2) Preparing minutes of Board of Directors and shareholders’ meetings (3) Assisting directors in their assumption of office and continuing education (4) Providing information necessary for directors to perform their duties (5) Assisting directors in compliance with applicable laws and regulations |
No material deviation | |||
| 5. Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, customers,and suppliers), |
✓ | The Company has established a unified contact window for initial communication with stakeholders. After understanding the relevant matters, the Company assigns appropriate professional units to communicate further with stakeholders. The Company provides sufficient information to financial institutions and creditors, maintains effective communication channels with employees, and discloses relevant information on the Market Observation Post System (MOPS) in accordance with regulations, enabling stakeholders to make informed decisions and safeguard their rights and interests. In addition,the Companyhas designated a spokesperson and established |
No material deviation |
32
| Evaluation Item | ImplementationStatus | Deviation from the | ||
|---|---|---|---|---|
| Yes | Corporate Governance | |||
| Best-Practice Principles | ||||
| No | Summary Description | for TWSE/TPEx Listed | ||
| Companies and | ||||
| Reasons Therefor | ||||
| established a stakeholder section on its website, and appropriately responds to key corporate social responsibility issues of concern to stakeholders? |
external stakeholder contact channels to facilitate further communication. | |||
| 6. Has the Company engaged a professional shareholder services agent to handle shareholders’ meeting affairs? |
✓ | The Company has engaged a professional and independent shareholder services agent, the Stock Agency Department of Fubon Securities Co., Ltd., to handle shareholders’ meeting affairs. Such institution is not a related enterprise as defined under Article 369-2 of the Company Act. |
No material deviation |
|
| 7. Information Disclosure (1) Has the Company established a website that discloses financial, business, and corporate governance information? |
✓ |
The Company has established a website to disclose financial, business, and corporate governance information, and has designated dedicated personnel responsible for maintaining and updating such information for reference by shareholders and the public. |
No material deviation | |
| (2) Does the Company adopt other methods of information disclosure (such as establishing an English website, designating personnel responsible for information collection and disclosure, implementing a spokesperson system, or uploading investor conference materials to the Company’s website)? |
✓ |
The Company has duly implemented the spokesperson system and discloses operational information in accordance with information disclosure regulations. An English website has also been established, and information related to shareholders’ meetings is regularly updated on the Company’s website. |
No material deviation | |
| (3) Does the Company announce and file its annual financial reports within two months after the end of the fiscal year, and announce and file its first, second, and third quarter financial reports and |
✓ |
The Company has announced and filed its semi-annual and annual financial reports in accordance with regulations and has completed the announcement of monthly operating results within the prescribed deadlines. |
No material deviation |
33
| Evaluation Item | ImplementationStatus | Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | ||||
| No | Summary Description | |||
| monthly operating results within the prescribed deadlines? |
||||
| 8. Does the Company have other important information that would facilitate a better understanding of its corporate governance practices (including, but not limited to, employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, directors’ and supervisors’ continuing education, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the Company’s purchase of liability insurance for directors and supervisors)? |
✓ | (1) Employee Rights: The Company complies with applicable labor laws and regulations and has established various employee welfare measures, retirement systems, training programs, and other employee rights and benefits. (2) Employee Care: To promote communication with employees, the Company provides diversified communication channels to ensure timely and transparent information flow and to enable employees to fully express their suggestions, which serve as a basis for improving various measures. (3) Investor Relations: The Company places importance on the rights and interests of investors. In addition to disclosing information on the Market Observation Post System (MOPS) in accordance with relevant regulations, the Company also publishes such information on its website. (4) Supplier Relations: The Company maintains long-standing and sound cooperative relationships with its suppliers. Contracts, including cooperation agreements or outsourcing agreements, are executed with major suppliers to safeguard the rights and obligations of both parties. (5) Stakeholders’ Rights: To safeguard stakeholders’ rights, the Company has designated a spokesperson and an acting spokesperson to respond to investor inquiries and handle matters with integrity and a responsible attitude. (6) Implementation of Risk Management Policies and Risk Measurement Standards: The Company has established various internal management regulations in accordance with applicable laws and conducts risk management and assessments in compliance with such regulations. (7) Implementation of Customer Policies: To provide comprehensive services and protection for customers, the Company promptly communicates with customers regarding complaints to understand their needs, enhances interaction between the Company and its customers, and conducts internal meetings to review and implement improvements. (8) Directors’ Continuing Education: The Finance and Accounting Department periodically engages external lecturers to provide training at the Company and reports the latest developments in finance, taxation, and corporate governance at Board meetings. When necessary, CPAs are invited to provide special briefings to enhance professional knowledge and further strengthen corporate governance. Information on directors’ continuing education has been disclosed on the Market Observation Post System (MOPS). (9) Directors’ Liability Insurance: The Company reported and obtained approval at the 5th Board meeting in 2024 (2024/10/01) to procure directors’ and supervisors’ liability insurance for all directors and supervisors, with a coverage amount of US$1,000,000. |
No material deviation |
34
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | ||||||||||||||
| No | Summary Description | |||||||||||||
| Title | Name | Date of Appointment |
TrainingDate | Organizer | Course Title | Training Hours |
Total Training Hours for the Year |
Remarks | ||||||
| From | To | |||||||||||||
| Director | Teng- Yan Wu |
2024/05/29 | 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | 6.0 | ||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | ||||||||||
| Representative of a Corporate Director |
Li-Chu Yang Liu |
2024/05/29 | 2025/12/17 | 2025/12/17 | Taiwan Institute of Directors |
From the Brink of Collapse to a Century-Long Legacy: How 3M Transformed Decisively in Times of Crisis and Revitalized Through Innovation |
3.0 | 9.0 | ||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | ||||||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | ||||||||||
| Representative of a Corporate Director |
Chia- Chieh Liu |
2024/05/29 | 2025/07/09 | 2025/07/09 | Taiwan Stock Exchange Corporation |
Cathay Sustainable Finance and Climate Change Summit |
3.0 | 9.0 | ||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | ||||||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | ||||||||||
| Independent Director |
Horng- Ren Chou |
2024/05/29 | 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | 6.0 | ||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | ||||||||||
| Independent Director |
Chih- Ming Chiang |
2024/05/29 | 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | 6.0 |
35
| Evaluation Item | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | ||||||||||||||
| No | Summary Description | |||||||||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | ||||||||||
| Independent Director |
Chun- Ho Chen |
2024/05/29 | 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | 6.0 | ||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | ||||||||||
| Independent Director |
Chia- Chun Tsai |
2024/05/29 | 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Protection of Trade Secret and Non-competition |
3.0 | 6.0 | ||||||
| 2025/05/22 | 2025/05/22 | Taiwan Corporate Governance Association |
Board Responses to Corporate Governance Evaluations and Their Application |
3.0 | ||||||||||
| 9. Please describe the improvements made based on the most recent corporate governance evaluation results published by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and for any items not yet improved, specify priority areas for enhancement and corresponding measures: Not applicable, as the Company is not included among the evaluated companies. |
(5) Climate-related Information of Listed Companies
Evaluation Item
Implementation Status
-
Description on the Board and Management’s oversight and governance on climate-related risks and opportunities.
-
Description on how the identified climate risks and opportunities impact the company’s business, strategies, and finance (short, mid, long term).
The Company has established a Sustainability Committee under the Board of Directors, composed of the Chairperson and Independent Directors, as the highest governance body responsible for overseeing environmental, social, and governance matters. At the management level, a Sustainability Promotion Task Force has been formed, consisting of the Environmental, Social, and Governance Working Groups. The Environmental Working Group is responsible for environmental management, climate change response, and the assessment of sustainable transformation, and regularly reports its progress to the Committee. The Company assesses the potential impacts of transition risks and physical risks on its operations through risk identification. In response to low-carbon transition trends and product energy efficiency requirements, the Company has shifted from traditional hardware development to smart products with data management capabilities, reducing risks associated with technological obsolescence. The Company also enhances supply chain resilience through participation in semiconductor alliances that promote localized manufacturing and low-carbon supply chains. At the same time, the Company is developing solutions with carbon-data generation potential to help customers optimize resource allocation. In the short term, the Company has implemented office
36
| Evaluation Item | Implementation Status |
|---|---|
| energy-saving measures and completed its annual greenhouse gas inventory. Over the medium to long term, it will continue to optimize software and hardware integration processes and improve resource-use efficiency to balance operational development with environmental sustainability. |
|
| 3. Description on the impact extreme climate events and transitional actions have on finance. |
The Company adopts an asset-light operating model, with its primary financial impact arising from investments in innovative technology development. Its transition initiatives include promoting OTA updates and modular design, which have successfully extended the service life of products, such as e-bikes, to more than eight years, thereby reducing disposal and reproduction costs. |
| 4. Description on how the climate risk identification, assessment, and management process is integrated in the overall risk management system |
The Company has adopted the GRI framework for risk management and sustainability disclosure, incorporating environmental and climate-related issues into its risk assessment and response strategies. By integrating climate considerations into business development, procurement management, and administrative operations, the Company ensures that potential costs or regulatory requirements arising from environmental changes are assessed together with day-to-day operational risks, thereby strengthening corporate resilience. |
| 5. Should scenario analysis be used to assess the Company’s resilience in face of climate change risks, explanations on the scenario, parameters, hypothesis, analysis factors and major financial impacts should be provided. |
The Company has not conducted scenario analysis to assess its resilience to climate change risks; therefore, this disclosure is not applicable. |
| 6. Should there be transitional programs in response to managing climate-related risks, please explain the program’s content and metrics and targets used to identify and manage physical and transitional risks. |
The Company uses total greenhouse gas emissions (Scopes 1 to 3) and emissions intensity (tCO2e per NT$ million of revenue) as its key indicators. In the short term, the Company focuses on establishing a sound GHG inventory system and improving energy-saving measures. Over the medium to long term, it will assess the feasibility of increasing renewable energy use and enhance product energy efficiency through software and hardware integration. In 2025, the Company completed its baseline-year inventory with reference to ISO 14064-1:2018 and gained an overview of its carbon emission profile. The Company also continues to implement office electricity-saving measures and focus development resources on smart devices with data recognition capabilities. Going forward, it will continue to advance carbon reduction efforts based on inventory data and further strengthen product data-processing capabilities to help customers optimize management efficiency. |
| 7. Should the internal carbon pricing be used as the planning tool, the pricing mechanism should be explained. |
At present, the Company primarily assists corporate customers in converting riding data into carbon credits as a tool for managing Scope 3 emissions. An internal carbon pricing mechanism is still under evaluation. |
| 8. Should climate-related targets be in place, information such as their scope of action, GHG emissions, planned timeline, and yearly achieved progress should be stated; for targets achieved through carbon offset and RECs, the source of offset amount and number of RECs should be stated. |
The Company has established an ESG implementation roadmap and plans to disclose the parent company’s 2025 GHG inventory information in 2026. In 2027, the Company will disclose its reduction targets, strategies, and specific action plans, and in 2028 will commence disclosures in accordance with the IFRS Sustainability Disclosure Standards. |
37
| Evaluation Item | Implementation Status |
|---|---|
| 9. GHG inventory and assurance status, and reduction goals, strategies, and specific action plans. |
The Company has conducted internal greenhouse gas inventories for each office and will disclose its greenhouse gas inventory in 2026 and obtain verification in 2028 in accordance with applicable regulations. |
| 1-1. Company Greenhouse Gas Inventory and Assurance Status for the Most Recent Two Years | |
| 1-1-1Greenhouse Gas Inventory Information: Describe the Company's greenhouse gas emissions (tonnes CO2e), intensity (tons CO2e/NT$ Million), and data coverage for the most recent two years. |
(1) Greenhouse Gas Emissions (tCO2e):In 2024, the Company tracked only major electricity consumption. Total electricityusage was 317,374 kWh, equivalent to approximately 157.12 tCO2e.In 2025, the Company conducted a greenhouse gas inventory for the parent company with reference to ISO 14064-1:2018 and the GHG Protocol, with the following results: A. Scope 1 (Direct emissions): 47.81 tCO2e B. Scope 2 (Energy indirect emissions): 191.27 tCO2e C. Scope 3 (Other indirect emissions): 43,457.16 tCO2e D. Total emissions: 43,696.24 tCO2e (2) Greenhouse Gas Emissions Intensity (tCO2e / NT$ million) The Company’s greenhouse gas emissions intensity for 2025, based on the combined total of Scope 1 and Scope 2 emissions, was 0.4708 tCO2e per NT$ million of revenue. Basis of calculation: The Company’s operating revenue for 2025 was NT$507.8 million,and the combinedScope 1 andScope 2 emissions were 239.08 tCO2e. |
| 1-1-2Greenhouse Gas Assurance Information: Describe the assurance status for the most recent two years, including assurance scope, assurance body, assurance standards,and assurance opinion. |
(1) The Company is currently in the stage of conducting voluntary inventories and establishing baseline data. The 2025 inventory results have completed internal review and data calculation but have not yet been assured by an independent third party. (2) As the Company’s paid-in capital is less than NT$5 billion, assurance-related information will be disclosed in 2028 in accordance with applicable regulations. |
| 1-2 Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans (Describe the greenhouse gas reduction baseline year and its data, reduction targets, strategies, and specific action plans, and progress towards reduction targets.) |
The Company continues to implement energy-saving measures in its operations, including office energy management and ongoing investment in smart R&D. By enhancing software and hardware integration and improving products’ data identification and management capabilities, the Company helps customers optimize resource allocation and management efficiency while capturing climate transition opportunities. |
38
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(6) Where the Company has established a Remuneration Committee, it shall disclose its organization, responsibilities, and operational status.
-
A. Information on Members of the Remuneration Committee:
| Name(Role) | Criteria | Professional Qualifications and Experience |
Independence Status | Number of Other Public Companies in Which the Member Also Serves as a Member of the Remuneration Committee |
|---|---|---|---|---|
| Independent Director (Convener) |
Horng-Ren Chou |
Please refer to Section Two, Item I, Sub-item (I), 5. “Disclosure of Directors’ Professional Qualifications and Independence of Independent Directors.” |
Please refer to Section Two, Item I, Sub-item (I), 5. “Disclosure of Directors’ Professional Qualifications and Independence of Independent Directors.” |
0 |
| Independent Director |
Chun-Ho Chen |
1 | ||
| Independent Director |
Chia-Chun Tsai |
0 | ||
| Independent Director |
Chih-Ming Chiang |
0 |
-
B. Information on Remuneration Committee’s Operations:
-
(A) The Company’s Remuneration Committee consists of four members.
-
(B) The current term of the Committee is from May 29, 2024 to May 28, 2027. As of the date of publication of this Annual Report, the Remuneration Committee convened a total of five meetings during 2025 and 2026. The attendance of members is as follows:
| Title Name |
Actual Attendance Number of Proxy Attendances |
Actual Attendance Rate(%) |
Remarks | |||||
| Convener Horng-Ren Chou 6 0 |
100% | |||||||
| Member Chia-Chun Tsai 6 0 |
100% | |||||||
| Member Chun-Ho Chen 6 0 |
100% | |||||||
| Member Chih-MingChiang 6 0 |
100% | |||||||
| Other Matters to Be Disclosed: | ||||||||
| 1. If the Board of Directors does not adopt or modifies the recommendations of the Remuneration | ||||||||
| Committee, it shall disclose the date and session of the Board | meeting, the | content of the | ||||||
| proposal, the resolution of the Board, and the Company’s handling of the | Remuneration | |||||||
| Committee’s opinions (if the remuneration approved by the Board is more favorable than that | ||||||||
| proposed by the Remuneration Committee, the differences and | reasons therefor shall be | |||||||
| specified): None. | ||||||||
| Company’s | ||||||||
| Date/Session | Proposal Content | Resolution Result |
Response to Members’ |
|||||
| Opinions | ||||||||
| 1. The Company’s distribution of employee | ||||||||
| compensation and directors’ | ||||||||
| 2025/03/05 | compensation for 2024 | Approved | Implemented in | |||||
| 1st Remuneration Committee | 2. Approval of the definition of non- | without | accordance with | |||||
| Meeting in 2025 | managerial employees and amendments | objection | the resolution | |||||
| to the Company’s salary administration | ||||||||
| regulations | ||||||||
| 2025/05/02 2nd Remuneration Committee Meetingin 2025 |
Formulation of the Company’s “Employee Stock Subscription Plan” |
Approved without objection |
Implemented in accordance with the resolution |
|||||
| 2025/05/22 | Proposal for allocation of share subscription | Approved | Implemented in | |||||
| 3rd Remuneration Committee | rights to managerial personnel in the | without | accordance with | |||||
| Meetingin 2025 | Company’s capital increase in cash | objection | the resolution | |||||
| 2025/8/12 4th Remuneration Committee Meetingin 2025 |
~~39~~ Proposal for adjustment of salaries for managerial personnel |
Approved without objection |
Implemented in accordance with the resolution |
| 2025/12/12 5th Remuneration Committee Meetingin 2025 |
Determination of year-end bonuses for managerial personnel for 2025 |
Approved without objection |
Implemented in accordance with the resolution |
|---|---|---|---|
| 2026/02/25 1st Remuneration Committee meeting in 2026 |
1. The Company’s distribution of employee compensation and directors’ compensation for 2025 2. Approval of the Company’s proposed establishment of an employee stock ownership plan |
Approved without objection |
Implemented in accordance with the resolution |
-
For resolutions of the Remuneration Committee where any member has expressed dissenting or qualified opinions that are recorded in the minutes or stated in writing, the date and session of the Remuneration Committee meeting, proposal content, opinions of all members, and the Company’s handling of such opinions shall be disclosed: None.
-
C. Information on members and the operation of the Nomination Committee: Not applicable
40
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(7) Status of Implementation of Sustainable Development and Deviations from the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies, and Reasons Therefor; Disclosure of Climate-Related Information Where Applicable:
-
A. Status of Implementation of Sustainable Development and Deviations from the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies, and Reasons Therefor
| Item | Implementation Status | Deviation from the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 1. Has the Company established a governance structure for promoting sustainable development, including a dedicated (or part-time) unit, with authorization delegated by the Board to senior management and oversight bythe Board? |
✓ | The Company has established a Corporate Sustainability Task Force under the Office of the President, responsible for coordinating sustainable development policies, systems, management guidelines, and the formulation and implementation of related action plans. The Task Force reports regularly to the Board of Directors on the implementation of sustainable development practices. A dedicated unit will be established in the future based on operational needs. |
A dedicated unit will be established in the future based on operational needs |
|
| 2. Has the Company conducted risk assessments on environmental, social, and governance (ESG) issues related to its operations based on the principle of materiality, and established corresponding risk management policies or strategies? |
✓ | The Company has established the “Corporate Sustainability Best-Practice Principles” and conducts risk assessments on ESG issues related to its operations in accordance with such principles. |
No material deviation | |
| 3. Environmental Issues (1) Has the Company established an appropriate environmental management system based on its industry characteristics? |
✓ | To implement environmental protection and reduce overall carbon emissions, the Company continues to improve electricity and water usage as well as reducing greenhouse gas emissions in its office operations. It manages these efforts in accordance with energy conservation and carbon reduction initiatives promoted by the Environmental Protection Administration, Executive Yuan, while complyingwith relevant environmental regulations. |
No material deviation | |
| (2) Is the Company committed to improving energy efficiency and using renewable materials with a low environmental impact? |
✓ | The Company reduces paper usage by implementing electronic approval processes and digital document transmission, reduces electricity consumption to avoid unnecessary waste, and encourages employees to practice resource classification and strengthen recyclingefforts. |
No material deviation | |
| (3) Has the Company assessed the potential risks and opportunities of climate change on its current and future operations and adopted corresponding measures? |
✓ | The Company has established the “Corporate Sustainability Best-Practice Principles,” under which it considers the environmental impact of its operations and implements and promotes the importance of environmental protection, as well as the assessment of the potential impacts of climate change, in order to strengthen environmental protection. The Company has also incorporated greenhousegas reduction into its risk management framework and continues to |
No material deviation |
41
| Item | Implementation Status | Deviation from the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| assess the potential risks and opportunities of climate change for the Company’s current and future operations. |
||||
| (4) Has the Company compiled data on greenhouse gas emissions, water usage, and total waste generation for the past two years, and established policies for reducing greenhouse gas emissions, water usage, or other waste management? |
✓ | To implement environmental protection and reduce overall carbon emissions, the Company continues to improve its electricity and water usage, as well as manage greenhouse gas emissions in its office operations. These efforts are carried out in accordance with the energy conservation and carbon reduction initiatives promoted by the Environmental Protection Administration, Executive Yuan, while complying with relevant environmental regulations. |
No material deviation | |
| 4. Social Issues (1) Has the Company established relevant management policies and procedures in accordance with applicable laws and international human rights conventions? |
✓ | The Company has established work rules in accordance with labor laws and relevant personnel regulations, and follows international human rights conventions. |
No material deviation | |
| (2) Has the Company established and implemented reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately reflected operating performance in employee compensation? |
✓ | In addition to providing Labor Insurance and National Health Insurance in accordance with applicable laws and regulations, the Company also provides group insurance and contributes to employees’ individual pension accounts to safeguard employee benefits. The measures and implementation status are as follows: (1) Employees are entitled to statutory annual leave and pension contributions in accordance with applicable laws. The Company has also established an Employee Welfare Committee to coordinate welfare activities and safeguard employee rights. (2) In addition to statutory Labor Insurance and National Health Insurance, the Company provides all employees with group commercial accident insurance and cancer medical insurance, with premiums fully borne by the Company. (3) The Company provides fixed subsidies for employee health check-ups and organizes employee activities and travel programs on a non-regular basis to enrich employees’ leisure activities and enhance camaraderie. |
No material deviation | |
| (3) Does the Company provide employees with a safe and healthy work environment and implement regular safety and health trainingfor employees? |
✓ | To establish a safe and healthy workplace, the Company provides training for new and existing employees to raise awareness of potential workplace hazards and to reduce occupational risks and accidents. The Company also promotes occupational safety and health management measures to ensure a safe working environment. In addition to statutoryLabor Insurance and National Health |
No material deviation |
42
| Item | Implementation Status | Deviation from the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| Insurance, the Company provides all employees with group commercial accident insurance and cancer medical insurance, with premiums fully borne by the Company. |
||||
| (4) Has the Company established effective training programs for employee career development? |
✓ | Based on the Company’s organizational strategy and employees’ individual development needs, the Company plans comprehensive training programs, provides onboarding support, and arranges courses in technical development, marketing, and other relevant areas to train employees at entry-level as well as mid- and senior-level management, thereby supporting career development and effectivelyenhancingemployees’professional skills. |
No material deviation | |
| (5) Has the Company complied with relevant laws and international standards regarding customer health and safety, customer privacy, marketing, and labeling, and established policies and complaint procedures to protect consumer or customer rights? |
✓ | The Company places strong emphasis on customer rights. In relation to the provision and operation of its information services, the Company has established appropriate operational and service processes based on the nature of its products and services, and has implemented a comprehensive complaint handling mechanism. In addition, the marketing and labeling of its products and services comply with applicable laws and international standards. |
No material deviation | |
| (6) Has the Company established supplier management policies requiring suppliers to comply with environmental protection, occupational safety and health, and labor rights standards, and how are such policies implemented? |
✓ | The Company has established a supplier evaluation system within its internal control framework. All procured products are required to comply with applicable environmental regulations. The Company also maintains open communication channels with suppliers and safeguards the legitimate rights and interests of both parties based on mutual trust and reciprocity. Where, under contracts with major suppliers, materials are found to contain hazardous substances, the Company’s procurement unit will promptly notify the supplier to implement corrective actions. If the supplier fails to make the required improvements, the Company will evaluate the adoption of non-hazardous alternatives or terminate the contract. |
No material deviation | |
| 5. Has the Company prepared sustainability reports or other reports disclosing non-financial information in accordance with internationally recognized reporting standards or guidelines? If so, have such reports obtained assurance or verification opinions from third-partyassurance |
✓ | (1) The Company prepares its Sustainability Report in accordance with the GRI Standards issued by the Global Reporting Initiative (GRI) and completed the filing in August 2025 for the 2024 reporting year. The Company plans to complete the filing for the current year and disclose the relevant information by the end of August 2026. (2) The statistical data disclosed in the Sustainability Report are based on the Company’s own calculations and surveys. Financial data are derived from the consolidated financial statements publicly issued after audit by KPMG. In addition,the Company’s management systems are subject to regular internal |
No material deviation |
43
| Item | Implementation Status | Implementation Status | Implementation Status | Deviation from the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| providers? | audits, and its ISO/IEC 27701 Privacy Information Management, ISO/IEC 27001 Information Security Management, and ISO 9001 Quality Management System have all been verified by independent third-party certification bodies. |
|||
| 6. If the Company has established its own sustainability principles in accordance with the Corporate Sustainability Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations from such principles: The Company has established the “Corporate Sustainability Best-Practice Principles” and has implemented them in compliance with applicable regulations andprinciples of integrity,with no material deviation. |
||||
| 7. Other important information that would facilitate a better understanding of the Company’s implementation of sustainable development: A. Industry–Academia Collaboration: The Company actively invests in research and development and innovation, and has established diversified industry–academia collaboration programs with several domestic universities. It has launched cooperative programs with institutions such as Feng Chia University and National Chung Hsing University, providing a range of employment opportunities, including full-time positions, internships, and part-time roles. B. Environmental Sustainability and Development: With sustainable development as its goal, the Company is committed to energy conservation, waste reduction, and resource recycling, thereby enhancing product quality and production efficiency, reducing operational risks, and creating a safe, hygienic, comfortable, and environmentally friendly workplace. In addition, in response to the global trend toward net-zero carbon emissions, the Company identifies and manages its sources of greenhouse gas emissions. C. Social Welfare: Each year during the Christmas season, the Company supports charitable organizations through donations and encourages employees and their families to participate in these initiatives,contributingto societyand supportingsocial stability. |
44
- (8) Status of Implementation of Ethical Corporate Management and Deviations from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor:
| Evaluation Item | Implementation Status | Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 1. Establishment of Ethical Corporate Management Policies and Programs (1) Has the Company established an ethical corporate management policy approved by the Board of Directors, and clearly stated such policy, practices, and the commitment of the Board and senior management to actively implement such policy in its internal rules and external documents? |
✓ | The Company has established the “Ethical Corporate Management Best-Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct,” which clearly set forth the principles and procedures for ethical corporate management. The Board of Directors and management have adopted integrity as a core operating principle. |
No material deviation | |
| (2) Has the Company established a risk assessment mechanism for unethical conduct, regularly analyzed and assessed business activities with higher risks of unethical conduct within its scope of operations, and formulated preventive programs that at least cover the measures specified in Article 7, Paragraph 2 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies? |
✓ | The Company has established the “Procedures for Ethical Management and Guidelines for Conduct,” which specifically prescribe how relevant personnel shall prevent unethical conduct and the procedures for handling violations. |
No material deviation | |
| (3) Has the Company clearly stipulated, within its preventive programs, operating procedures, codes of conduct, disciplinary measures, and complaint mechanisms, implemented such measures, and conducted periodic reviews and revisions? |
✓ | The Company has, within the “Procedures for Ethical Management and Guidelines for Conduct,” clearly stipulated operating procedures, codes of conduct, disciplinary measures, and complaint mechanisms. Employees are encouraged to report any violations of laws or ethical standards. For personnel engaged in business activities with higher risks of unethical conduct, the Company provides appropriate awareness programs and trainingto effectively prevent such behavior. |
No material deviation | |
| 2. Implementation of Ethical Corporate Management (1) Has the Company assessed the integrity records of its counterparties and included integrity-related clauses in contracts entered into with such counterparties? |
✓ | When entering into contracts with counterparties, the Company endeavors to fully understand the integrity status of such parties and incorporates ethical corporate management provisions into commercial contracts where appropriate. The Company’s Internal Audit Office is responsible for formulating ethical corporate management policies and preventive programs and for supervising their implementation, and reports annually to the Board of Directors on the status of implementation. |
No material deviation |
45
| Evaluation Item | Implementation Status | Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
||
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (2) Has the Company established a dedicated unit under the Board of Directors to promote ethical corporate management, and does it regularly (at least annually) report to the Board of Directors on its ethical corporate management policy, its plan for preventing unethical conduct, and the monitoring of its implementation? |
✓ | The Company’s Internal Audit Office also serves as the part-time unit responsible for promoting ethical corporate management, assisting the Board of Directors and management in formulating and overseeing the implementation of relevant policies and preventive measures to ensure ethical corporate management. |
No material deviation | |
| (3) Has the Company established policies to prevent conflicts of interest, provided appropriate reporting channels, and implemented such policies? |
✓ | The Company’s employees, investors, and other stakeholders comply with the “Ethical Corporate Management Best-Practice Principles.” The Company provides sufficient information to financial institutions and creditors, maintains effective communication channels with employees, and discloses information on the acquisition or disposal of assets, endorsements and guarantees, and other relevant matters on the Market Observation Post System (MOPS), enabling stakeholders to make informed decisions and safeguard their rights and interests. The Company has also established a shareholder mailbox on its website as a communication channel with shareholders. |
No material deviation | |
| (4) Has the Company established effective accounting and internal control systems to implement ethical corporate management, and does the internal audit unit formulate audit plans based on risk assessments of unethical conduct and review compliance with preventive programs, or engage CPAs to conduct such audits? |
✓ | The Company’s accounting system is established in accordance with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and related interpretations as endorsed by the Financial Supervisory Commission. Its internal control system is established in accordance with the Regulations Governing the Establishment of Internal Control Systems by Public Companies, and both systems are effectively implemented. The internal audit unit regularly reviews compliance with the accounting system and internal control system and reports the results to the Board of Directors. |
No material deviation |
46
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (5) Does the Company regularly conduct internal and external training on ethical corporate management? |
✓ | The Company conducts training programs for directors, managerial personnel, employees, agents, and ultimate controllers on an ad hoc basis, and promotes compliance with the “Ethical Corporate Management Best-Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct.” The Company also invites counterparties engaged in business activities with the Company to participate, ensuring that they fully understand the Company’s commitment, policies, preventive measures,and the consequences of unethical conduct. |
No material deviation | |
| 3. Operation of the Company’s Whistleblowing System (1) Has the Company established specific whistleblowing and incentive mechanisms, provided convenient reporting channels, and designated appropriate personnel to handle reported cases? |
✓ | The Company has established and disclosed independent whistleblowing email channels on both its external website and internal intranet for use by internal and external parties. |
No material deviation | |
| (2) Has the Company established standard operating procedures for the investigation of reported cases, follow-up actions upon completion of investigations, and relevant confidentiality mechanisms? |
✓ | The Company has, in its “Procedures for Ethical Management and Guidelines for Conduct,” established standard operating procedures for the investigation of reported cases, follow-up actions upon completion of investigations, and relevant confidentialitymechanisms. |
No material deviation | |
| (3) Has the Company implemented measures to protect whistleblowers from improper treatment as a result of their reports? |
✓ | Personnel responsible for handling reported cases are required to provide written undertakings to maintain the confidentiality of the whistleblower’s identity and the content of the report. The Company also undertakes to protect whistleblowers from improper treatment as a result of their reports. |
No material deviation | |
| 4. Enhanced Information Disclosure Has the Company disclosed, on its website and the Market Observation Post System (MOPS), the content and implementation results of its Ethical Corporate Management Best-Practice Principles? |
✓ | The Company has disclosed relevant information on its “Ethical Corporate Management Best-Practice Principles” on its website and in its annual report for shareholders’ meetings for investors’ reference. |
No material deviation | |
| 5. If the Company has established its own ethical corporate management principles in accordance with the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations from such principles: The Company has established its “Ethical Corporate Management Best-Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct” in accordance with the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies. The Company’s operations and implementation are in line with suchprinciples,with no material deviation. |
47
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviation from the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons Therefor |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| 6. Other important information that would facilitate a better understanding of the Company’s implementation of ethical corporate management (e.g. review and amendment of the Company’s ethical corporate management principles): To establish a corporate culture of ethical management, ensure sound development, and promote a robust business operation model, the Company’s Board of Directors has approved the “Procedures for Ethical Management and Guidelines for Conduct.” These guidelines stipulate that the Company’s directors, managerial personnel, employees, or persons having substantial control shall not, in the course of conducting business, directly or indirectly offer, promise, request,or accept anyimproper benefits,or engage in anyother conduct that is unethical,illegal,or in breach of fiduciaryduties,in order to obtain or maintain benefits. |
- (9) Where the Company has adopted corporate governance principles and related regulations, please disclose the methods for accessing such information:
The Company has established relevant regulations, including the “Procedures for Election of Directors,” “Rules of Procedure for Shareholders’ Meetings,” “Regulations Governing Related Party Transactions,” “Corporate Governance Best-Practice Principles,” “Code of Ethical Conduct for Directors and Managerial Personnel,” and the “Procedures for Ethical Management and Guidelines for Conduct.” The Company operates and implements corporate governance in accordance with these principles, and enhances information transparency and strengthens Board functions through revisions to its management regulations. These documents are available on the Company’s website for shareholders’ reference.
-
(10) Other important information that would facilitate a better understanding of the Company’s corporate governance practices:
-
A. The Company has established the “Code of Ethical Conduct for Directors and Managerial Personnel” to guide the conduct of its directors and managerial personnel in accordance with ethical standards and to enhance stakeholders’ understanding of the Company’s ethical standards. In addition, the Company has adopted the “Rules of Procedure for Board Meetings,” which include provisions governing directors’ recusal in cases of conflicts of interest, thereby safeguarding the interests of the Company and the investing public.
-
B. To encourage shareholder participation in shareholders’ meetings, the Company, in addition to accepting shareholder proposals in accordance with applicable laws and regulations, has announced that shareholders may exercise their voting rights in writing. For details on the methods and implementation, please refer to the Market Observation Post System (MOPS).
48
(11) Status of Implementation of the Internal Control System
A. Internal Control Statement
Internal Control System Statement of Microprogram Information Co., Ltd.
Date: March 6, 2026
Based on the results of a self-assessment, we hereby state the following regarding the Company's internal control system for the period from January 1, 2025, to December 31, 2025:
-
A. The Company acknowledges that the establishment, implementation, and maintenance of the internal control system are the responsibilities of the Board of Directors and managerial officers, and the Company has established such a system. Its purpose is to provide reasonable assurance for the achievement of objectives including the effectiveness and efficiency of operations (including profitability, performance, and safeguarding of assets), the reliability, timeliness, and transparency of reporting, and compliance with applicable rules, laws, and regulations.
-
B. The internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can only provide reasonable assurance of accomplishing the three aforementioned objectives; furthermore, the effectiveness of the internal control system may change due to changes in the environment and circumstances. However, the Company's internal control system contains self-monitoring mechanisms, and the Company takes corrective actions as soon as a deficiency is identified.
-
C. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria specified in the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations"). The criteria adopted by the "Regulations" divide the internal control system into five components based on the process of management control: 1. Control environment, 2. Risk assessment, 3. Control activities, 4. Information and communication, and 5. Monitoring activities. Each component further encompasses several items. Please refer to the "Regulations" for the aforementioned items.
-
D. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforementioned criteria.
-
E. Based on the findings of the aforementioned evaluation, the Company believes that, as of December 31, 2025, its internal control system (including the supervision and management of subsidiaries)—which encompasses internal controls related to understanding the degree of achieving operational effectiveness and efficiency objectives, providing reliable, timely, and transparent reporting, and ensuring compliance with applicable rules, laws, and regulations—is effective in design and operation, and can reasonably assure the achievement of the aforementioned objectives.
-
F. This Statement will become a principal part of the Company's Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the aforementioned public content will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
G. This Statement has been passed by the Board of Directors of the Company on March 6, 2026, with 7 attending directors and independent directors all agreeing to the content of this Statement.
Microprogram Information Co., Ltd.
Chairman: Teng-Yan Wu
==> picture [64 x 63] intentionally omitted <==
==> picture [43 x 40] intentionally omitted <==
General Manager: Teng-Yan Wu
==> picture [43 x 40] intentionally omitted <==
49
-
(12) Penalties imposed on the Company and its internal personnel in accordance with laws and regulations during the most recent fiscal year and up to the date of publication of this Annual Report; penalties imposed by the Company on its internal personnel for violations of internal control system requirements; and major deficiencies and improvements: None.
-
(13) Major Resolutions of Shareholders’ Meetings and Board Meetings for the Most Recent Fiscal Year and up to the Date of Publication of this Annual Report:
-
A. Major Resolutions of the 2025 Shareholders’ Meetings and Implementation Status
| Date | Implementation Status | ||
|---|---|---|---|
| Meeting Titl |
Major Resolutions | ||
| e | |||
| 2025/05/22 | 2025 Annual General Meeting of Shareholders |
1. Adoption of the 2024 financial statements |
28,524,135 votes in favor, representing 99.96% of the voting rights of shareholders present |
| 2. Adoption of the Company’s 2024 earnings distribution plan |
28,526,135 votes in favor, representing 99.97% of the voting rights of shareholders present |
||
| 3. Proposal for amendments to the Company’s Articles of Incorporation |
28,526,127 votes in favor, representing 99.97% of the voting rights of shareholders present |
||
| 4. Proposal for the release of directors from non-compete restrictions |
28,507,349 votes in favor, representing 99.90% of the voting rights of shareholders present |
- B. Major Resolutions of Board Meetings for the Most Recent Fiscal Year and up to the Date of Publication of this Annual Report
| Meeting Date |
Meeting Title |
Major Resolutions |
|---|---|---|
| 2025/02/14 | 1st Board Meeting in 2025 |
1. Formulation of the Company’s “Rules Governing the Scope of Duties of Independent Directors” |
| 2. Amendments to certainprovisions of theCompany’s “Accounting System” | ||
| 3. 2024 Business Report, parent company only financial statements and consolidated financial statements,and Internal Control Statement |
||
| 4. 2024 internal control self-assessment | ||
| 5. Proposal for the issuance of the Internal Control Statement | ||
| 6. The Company’s financial forecasts for the first and secondquarters of 2025 | ||
| 7. Ratification of contracts entered into between the Companyand relatedparties | ||
| 8. Review of fees paid to CPAs and evaluation of professional competence and independence for 2024 |
||
| 9. Self-evaluation of Boardperformance | ||
| 10. Formulation of the Company’s “Sustainable Development Committee Charter” and establishment of the Sustainable Development Committee |
||
| 11. Appointment of members of the Sustainable Development Committee | ||
| 12. Material topics of the Company’s 2024 SustainabilityReport | ||
| 2025/03/05 | 2nd Board Meeting in 2025 |
1. The Company’s 2024 earnings distributionproposal |
| 2. Report on the Company’s distribution of cash dividends to shareholders for 2024 | ||
| 3. The Company’s distribution of employee compensation and directors’ compensation for 2024 |
||
| 4. Amendments to the Company’s Articles of Incorporation | ||
| 5. Approval of the definition of non-managerial employees and amendments to the Company’s salaryadministration regulations |
||
| 6. Proposal for acquisition of long-term equityinvestments | ||
| 7. Proposal for the release of directors from non-compete restrictions | ||
| 8. Proposal regarding the date, time, venue, and agenda of the Company’s 2025 annual general meeting |
||
| 2025/03/27 | 3rd Board | 9. Proposal for appointment of the Company’s President |
50
| Meeting Date |
Meeting Title |
Major Resolutions |
|---|---|---|
| Meeting in 2025 |
10. Ratification of memoranda of transactions entered into between the Company and relatedparties |
|
| 2025/04/21 | 4th Board Meeting in 2025 |
1. Report on the status ofprivateplacement of common shares in 2024 |
| 2. Proposal for the Audit Committee to designate Independent Director Horng-Ren Chou as the signatoryfor audit reports |
||
| 3. Proposal to add Item 5 to the report items of the Company’s 2025 annual general meeting |
||
| 2025/05/02 | 5th Board Meeting in 2025 |
1. The Company’s financial statements for the firstquarter of 2025 |
| 2. Proposal for the Company to conduct a capital increase in cash and issue new shares forpre-listing public underwriting |
||
| 3. Proposal regardingthe Company’s bank credit facilities | ||
| 4. Formulation of the Company’s “Employee Stock Subscription Plan” | ||
| 5. Amendments to certain provisions of the Company’s “Internal Audit Implementation Rules” |
||
| 2025/05/22 | 6th Board Meeting in 2025 |
Proposal for allocation of share subscription rights to managerial personnel in the Company’s capital increase in cash |
| 2025/8/12 | 7th Board Meeting in 2025 |
1. The Company’s financial statements for the secondquarter of 2025 |
| 2. Proposal for change of name, relocation, and reduction of registered capital of subsidiaryMicroprogram Information Technology (Changshu)Co.,Ltd. |
||
| 3. 2024 SustainabilityReport of the Company | ||
| 4. Proposal for appointment of the Company’s Internal Audit Officer | ||
| 5. Proposal for adjustment of salaries for managerialpersonnel | ||
| 2025/11/11 | 8th Board Meeting in 2025 |
1. The Company’s financial statements for the thirdquarter of 2025 |
| 2. To strengthen corporate governance, the Company has procured directors’ and officers’ liability insurance for all directors and managerial personnel during their term of office. |
||
| 3. Proposal for acquisition of land for the construction of an operations and R&D center | ||
| 2025/12/12 | 9th Board Meeting in 2025 |
1. Internal auditplan for 2026 |
| 2. Businessplan and budget for 2026 | ||
| 3. Determination ofyear-end bonuses for managerialpersonnel for 2025 | ||
| 2026/02/25 | 1st Board Meeting in 2026 |
1. Review of fees paid to CPAs and evaluation of professional competence and independence for 2025 |
| 2. 2025 Business Report and self-prepared parent company only and consolidated financial statements |
||
| 3. Self-evaluation of the performance of the Board of Directors and the functional committees |
||
| 4. Amendments to the Company’s Articles of Incorporation | ||
| 5. The Company’s distribution of employee compensation and directors’ compensation for 2025 |
||
| 6. Proposal for the release of directors from non-compete restrictions | ||
| 7. Proposal regarding the date, time, venue, and agenda of the Company’s 2026 annual general meeting |
||
| 8. Proposal for changes in theposition levels of managerialpersonnel | ||
| 9. The Company’s proposed establishment of an employee stock ownership plan | ||
| 2026/03/06 | 2nd Board Meeting in 2026 |
1. The Company’s 2025 earnings distributionproposal |
| 2. Report on the Company’s distribution of cash dividends to shareholders for 2025 | ||
| 3. The Company’s 2025 Internal Control Statement | ||
| 4. Report on the status ofprivateplacement of common shares in 2024 | ||
| 5. Proposal to add Item 5 to the report items of the Company’s 2026 annual general meeting |
(14) Any dissenting opinions expressed by directors regarding major resolutions adopted by the Board of Directors during the most recent fiscal year and up to the date of publication of this Annual Report, where such opinions are recorded in the minutes or stated in writing: None.
51
-
(15) Summary of resignations or dismissals of the Company’s Chairman, President, chief accounting officer, chief financial officer, internal audit officer, and head of research and development during the most recent fiscal year and up to the date of publication of this Annual Report: None.
-
Information on Fees Paid to CPAs
Unit: NT$ thousand
| Name of CPA Firm |
Name of CPA | Audit Period | Audit Fees |
Non-Audit Fees |
Total | Remarks |
| KPMG Taiwan | Johnny Chang | 2025/01/01– 2025/12/31 |
1,600 | 0 | 1,600 | Non-audit fees are attributable to corporate income tax return filing and internal control special audit services. |
Gino Chen |
-
(1) Where the Company has changed its CPA firm and the audit fees paid in the year of change are lower than those of the preceding year, the Company shall disclose the audit fees before and after the change and the reasons therefor: None.
-
(2) Where audit fees have decreased by more than 10% compared to the preceding year, the Company shall disclose the amount, percentage, and reasons for the decrease: None.
-
(3) Information on changes of CPAs: Not applicable
-
Whether the Company’s Chairman, President, or managerial personnel responsible for finance or accounting matters have, within the most recent year, held positions at the CPA firm engaged by the Company or its affiliated enterprises: None.
-
Changes in Shareholdings and Pledged Shares of Directors, Supervisors, Managerial Personnel, and Shareholders Holding More Than 10% of Shares during the Most Recent Fiscal Year and up to the Date of Publication of this Annual Report
-
(1) Changes in Shareholdings of Directors, Supervisors, Managerial Personnel, and Major Shareholders
Unit: shares
| Title | Name | 2024 | 2024 | 2025 | 2025 | March 24, 2026 | March 24, 2026 |
|---|---|---|---|---|---|---|---|
| Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
||
| Chairman and President |
Teng-Yan Wu | 874 | - | - | - | - | 616,478 |
| Held by the Chairman in the name of others |
Jing Yan Investment Co., Ltd. |
(396,000) | - | - | - | - | 326,000 |
| Directors and Shareholders Holding More Than 5% of Shares |
Giant Manufacturing Co., Ltd. |
- | - | - | |||
| Representative of a Director |
Li-Chu Yang Liu |
- | - | - | - | - | - |
| Chia-Chieh Liu | - | - | - | - | - | - | |
| Independent Director | Horng-Ren Chou |
- | - | - | - | - | - |
| Independent Director | Chia-Chun Tsai | - | - | - | - | - | - |
52
| Title | Name | 2024 | 2024 | 2025 | 2025 | March 24, 2026 | March 24, 2026 |
|---|---|---|---|---|---|---|---|
| Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
||
| Independent Director | Chun-Ho Chen | - | - | - | - | - | - |
| Independent Director | Chih-Ming Chiang |
- | - | - | - | - | - |
| Shareholders Holding More Than 5% of Shares |
Gudeng Precision Industrial Co., Ltd. |
- | - | 4,000,000 | - | - | - |
| Vice President and COO |
Yao-Sheng Yeh | (155,000) | - | 1,000 | - | 25,385 | - |
| Vice President and CTO |
Kung-He Hsueh | (33,000) | - | - | - | 25,385 | - |
| Senior Associate Vice President |
Jui-Chuan Chien | - | - | - | - | 15,000 | - |
| Chief Financial Officer |
Mei-Luan Chen | - | - | - | - | 25,385 | - |
| Internal Audit Officer | Mei-Chen Huang |
- | - | - | - | 20,000 | - |
| Associate Vice President, Engineering Services Department |
Ming-Fu Chen | - | - | - | - | 20,000 | - |
| Corporate Planning Office |
Yu-Cheng Liu | - | - | - | - | 6,000 | - |
-
(2) Information on counterparties that are related parties in shareholding transfers: None.
-
(3) Information on counterparties that are related parties in share pledges: None.
-
Information on the Top Ten Shareholders by Shareholding Percentage and Their Relationships as Related Parties or as Spouses or Relatives within the Second Degree of Kinship
==> picture [506 x 283] intentionally omitted <==
----- Start of picture text -----
March 24, 2026 Unit: shares, %
Names of the Top Ten
Shareholders Who Are
Related Parties or Are
Shareholdings Held Shares Held in the
Shares Held by the Spouses or Relatives
by Spouse and Names of Others
Individual within the Second
Minor Children (Aggregate)
Degree of Kinship, and
the Nature of the Remarks
Name
Relationship -
Yuon-Chan
Giant Liu serves as
Yuon-
Manufacturi 8,886,000 16.05 - - - - the Chairman -
Chan Liu
ng Co., Ltd. of the
company.
Gudeng
Precision
4,000,000 7.22 - - - - - - -
Industrial
Co., Ltd.
53
g % g % g %
Shares Shares Shares Name
Number of Shareholdin Number of Shareholdin Number of Shareholdin
Relationship
----- End of picture text -----
| Name | Shares Held by the Individual |
Shares Held by the Individual |
Shareholdings Held by Spouse and Minor Children |
Shareholdings Held by Spouse and Minor Children |
Shares Held in the Names of Others (Aggregate) |
Shares Held in the Names of Others (Aggregate) |
Names of the Top Ten Shareholders Who Are Related Parties or Are Spouses or Relatives within the Second Degree of Kinship, and the Nature of the Relationship |
Names of the Top Ten Shareholders Who Are Related Parties or Are Spouses or Relatives within the Second Degree of Kinship, and the Nature of the Relationship |
Remarks - |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholdin g % |
Number of Shares |
Shareholdin g % |
Number of Shares |
Shareholdin g % |
Name | Relationship | ||
| Chien-Ming Chen |
2,572,524 | 4.65 | 1,800,000 | 3.25 | - | - | Pi-Chen Wu |
Spouse | - |
| Teng-Yan Wu |
2,465,915 | 4.45 | 130,000 | 0.23 | 1,304,000 | 2.36 | Jing Yan Investmen t Co., Ltd. |
The individual serves as the Chairman of the company. |
- |
| Shu-Chin Chang |
2,165,230 | 3.91 | 677,000 | 1.22 | - | - | Hsueh- Yi Wu |
Spouse | - |
| Pi-Chen Wu | 1,800,000 | 3.25 | 2,572,524 | 4.65 | - | - | Chien- Ming Chen |
Spouse | - |
| Pin-Yi Liu | 1,425,565 | 2.75 | - | - | - | - | - | None | - |
| Jing Yan Investment Co., Ltd. |
1,304,000 | 2.36 | - | - | - | - | Teng- Yan Wu |
Teng-Yan Wu is the Chairman of the company. |
- |
| ADATA Technology Co.,Ltd. |
1,303,000 | 2.35 | - | - | - | - | - | None | - |
| Yuon-Chan Liu |
1,300,000 | 2.35 | - | - | - | - | Giant Manufact uring Co.,Ltd. |
The individual serves as the Chairman of the Company. |
- |
54
III. Capital Raising Status
1. Capital and Shares
-
(1) Sources of Share Capital
-
A. Type of Shares
| March 24,2026 Unit: shares | March 24,2026 Unit: shares | |||
|---|---|---|---|---|
| Type of Shares | Remarks | |||
| Authorized Capital | ||||
| Outstanding Shares | Unissued Shares | Total | ||
| Common Shares | 55,370 | 14,630 | 70,000 | Listed Shares |
B. Changes in Share Capital
Unit: NT$ thousand; thousand shares
| Year and Month |
Issue Pi |
Authorized Capital |
Authorized Capital |
Paid-in Capital |
Paid-in Capital |
S f Sh Citl | Capital | Oth |
|---|---|---|---|---|---|---|---|---|
| Contributions | ||||||||
| rce (NT$) |
Number of Shares |
Amount | Number of Shares |
Amount | ources o are apa | Made in Property Other Than Cash |
ers | |
| 2021/07 | 10.0 | 35,000 | 350,000 | 1,000 |
330,578 |
Conversion of employee stock options amounted to NT$10,000 thousand, with a par value of NT$10 per share, resulting in the issuance of 1,000 thousand common shares. |
None | Note 1 |
| 2023/03 | 15.0 | 60,000 | 600,000 | 12,000 |
450,578 |
Cash capital increase of common shares amounted to NT$120,000 thousand, with a par value of NT$10 per share, resulting in the issuance of 12,000 thousand common shares. |
None | Note 2 |
| 2024/12 | 64.6 | 70,000 | 700,000 | 5,000 |
500,578 |
Private placement of common shares amounted to NT$50,000 thousand, with a par value of NT$10 per share, resulting in the issuance of 5,000 thousand common shares. |
None | Note 3 |
| 2025/07 | 53.0 | 70,000 | 700,000 | 5,312 |
55,370 |
Cash capital increase of common shares amounted to NT$5,312 thousand, with a par value of NT$10 per share, resulting in the issuance of 5,312 thousand common shares. |
None | Note 4 |
Note 1: Approved by letter Fu-Shou-Jing-Deng-Zi No. 11007409690 dated July 20, 2021.
Note 2: Approved by letter Fu-Shou-Jing-Deng-Zi No. 11207153260 dated March 21, 2023.
Note 3: Approved by letter Jing-Shou-Shang-Zi No. 11330217590 dated December 18, 2024.
Note 4: Approved by letter Jing-Shou-Shang-Zi No. 11430125040 dated August 29, 2025.
55
(2) List of Major Shareholders
Shareholders holding 5% or more of the Company’s shares shall be disclosed. If fewer than ten such shareholders exist, the names, shareholdings, and shareholding percentages of the top ten shareholders shall be disclosed.
| March | 24,2026;Unit: shares, % | |
|---|---|---|
| Shares Name of Major Shareholder |
Number of Shares Held | Shareholding Percentage |
| Giant ManufacturingCo.,Ltd. | 8,886,000 | 16.05% |
| GudengPrecision Industrial Co.,Ltd. | 4,000,000 | 7.22% |
| Chien-MingChen | 2,572,524 | 4.65% |
| Teng-Yan Wu | 2,465,915 | 4.45% |
| Shu-Chin Chang | 2,165,230 | 3.91% |
| Pi-Chen Wu | 1,800,000 | 3.25% |
| Pin-Yi Liu | 1,445,565 | 2.57% |
| JingYan Investment Co.,Ltd. | 1,304,000 | 2.36% |
| ADATA TechnologyCo.,Ltd. | 1,303,000 | 2.35% |
| Yuon-Chan Liu | 1,300,000 | 2.35% |
(3) Dividend Policy and Implementation Status of the Company:
A. Dividend Policy as Stipulated in the Company’s Articles of Incorporation
Where the Company records a profit in its annual final accounts, it shall first pay applicable taxes and offset accumulated losses, and then appropriate 10% of the remainder as legal reserve, unless the legal reserve has reached the amount of the Company’s paid-in capital. The remaining balance, after appropriations or reversals of special reserves in accordance with applicable laws, regulations, or as required by the competent authority, if any, together with any accumulated undistributed earnings, shall be proposed by the Board of Directors as an earnings distribution plan and submitted to the shareholders’ meeting for resolution. If all or part of the dividends and bonuses are distributed in cash, the Board of Directors is authorized to resolve such distribution by a resolution adopted with the consent of a majority of the directors present at a meeting attended by at least two-thirds of all directors, and such distribution shall be reported to the shareholders’ meeting. The same shall apply to the distribution of cash dividends from capital surplus.
In view of the industry environment in which the Company will operate in the future and its stage of development, and in order to achieve sustainable development through sound financial planning while taking into account capital expenditures and business expansion needs, the Company’s dividend policy shall be determined with reference to its future capital expenditure budget and funding requirements, while also taking into consideration the interests of shareholders. From the earnings available for distribution as mentioned above, not less than ten percent shall be appropriated for distribution as shareholders’ dividends. Of the shareholders’ dividends so distributed, the proportion of cash dividends shall in principle not be less than ten percent of the total amount of shareholders’ dividends.
56
B. Proposed (Approved) Dividend Distribution for the Current Year
The Company’s earnings distribution proposal for 2025 was approved by the Board of Directors on March 6, 2026, as follows:
| of Directors on March 6, 2026, as follows: | |
|---|---|
| Unit: NT$ | |
| Item | Amount |
| Accumulated earnings at the beginning of 2025 | 58,403,620 |
| Add: net income after tax for 2025 | 29,030,581 |
| Accumulated earnings for 2025 | 87,434,201 |
| Less: Appropriation of 10% legal reserve | (2,903,058) |
| Earnings available for distribution | 84,531,143 |
| Distribution Items | Amount |
| Cash dividends to shareholders (NT$1 per share) | 55,370,000 |
| Accumulated earnings after distribution | 29,161,143 |
-
(4) Impact of the Proposed Stock Dividend Distribution at This Shareholders’ Meeting on the Company’s Operating Performance and Earnings per Share: None, as no stock dividend distribution is proposed.
-
(5) Remuneration of Employees, Directors, and Supervisors
-
A. Ratio or Range of Remuneration for Employees, Directors, and Supervisors as Stipulated in the Company’s Articles of Incorporation
Where the Company records a profit for the year, it shall appropriate no less than 2% as employee remuneration and no more than 2% as directors’ remuneration. However, where the Company has accumulated losses, an amount shall first be reserved to cover such losses. Employee remuneration may be distributed in the form of shares or cash. The recipients may include employees of controlled or affiliated companies who meet certain conditions, as determined by the Board of Directors. The distribution of employee remuneration and directors’ remuneration shall be resolved by the Board of Directors by a resolution adopted by a majority vote of the directors present at a meeting attended by at least two-thirds of all directors, and shall be reported to the shareholders’ meeting.
-
B. Basis for Estimating the Amount of Remuneration for Employees, Directors, and Supervisors for the Current Period, Basis for Calculating the Number of Shares Distributed as Employee Remuneration in Shares, and Accounting Treatment for Differences Between the Estimated and Actual Distributed Amounts: The Company estimates employee and directors’ remuneration based on the profitability for the year and within the range stipulated in the Articles of Incorporation. Where there is any 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 profit or loss for the following year.
-
C. Distribution of Remuneration Approved by the Board of Directors
-
(A) Amounts of Employee Remuneration and Directors’ and Supervisors’ Remuneration Distributed in Cash or Shares Where there is any difference between the amounts
57
distributed and the amounts estimated and recognized as expenses in the year, the differences, reasons, and accounting treatment shall be disclosed: On February 25, 2026, the Board of Directors approved the distribution of employee remuneration in cash and directors’ remuneration in the amounts of NT$1,715 thousand and NT$858 thousand, respectively. There is no difference between these amounts and those recognized in the Company’s 2025 consolidated financial statements.
- (B) Percentage of Employee Remuneration Distributed in Shares as a Percentage of Net Profit after Tax for the Current Period and Total Employee Remuneration: The Company did not distribute employee remuneration in shares.
- D. Actual Distribution of Employee, Directors’, and Supervisors’ Remuneration for the Previous Year (Including Number of Shares Distributed, Amounts, and Share Price), and Where There Are Differences from the Amounts Recognized, the Differences, Reasons, and Accounting Treatment Shall Be Disclosed: The Company’s employee remuneration and directors’ remuneration for 2025 were distributed entirely in cash, as approved by the Remuneration Committee and the Board of Directors on February 25, 2026, and were fully paid by the end of March 2026. There is no difference between the amount of directors’ remuneration approved by the Board of Directors and the amount estimated and recognized as expenses for that year.
-
(6) Status of the Company’s Share Repurchases: None.
-
Status of Corporate Bonds (including overseas corporate bonds): None.
-
Status of Preferred Shares: None.
-
Status of Overseas Depositary Receipts: None.
-
Status of Employee Stock Options
-
(1) Outstanding employee stock options not yet expired: None.
-
(2) Names of Managerial Personnel Who Have Obtained Employee Stock Options and the Top Ten Employees by Number of Shares Subscribable under Such Options, and Their Subscription Status as of the Date of Publication of this Annual Report
| March 24,2026 | March 24,2026 | March 24,2026 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Number of Shares under Option | % of Total Issued Shares Represented by Shares under Option |
Exercised | Unexercised | |||||||
| Number of Shares Exercised | Exercise Price | Exercise Amount | % of Total Issued Shares Represented by Shares Exercised |
Number of Shares Exercised | Exercise Price | Exercise Amount | % of Total Issued Shares Represented by Shares Exercised |
|||||
| Managerial Personnel |
President | Teng-Yan Wu | 176,155 | 3.32% | 176,155 | 10 | 1,761,550 | 3.32% | - | - | - | - |
| Vice President | Chien-Chung Lu |
|||||||||||
| Vice President and COO |
Yao-Sheng Yeh |
|||||||||||
| Vice President and CTO |
Kung-He Hsueh |
58
| Title | Name | Number of Shares under Option | % of Total Issued Shares Represented by Shares under Option |
Exercised | Exercised | Unexercised | Unexercised | Unexercised | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares Exercised | Exercise Price | Exercise Amount | % of Total Issued Shares Represented by Shares Exercised |
Number of Shares Exercised | Exercise Price | Exercise Amount | % of Total Issued Shares Represented by Shares Exercised |
|||||
| Senior Associate Vice President |
Mei-Luan Chen |
|||||||||||
| Senior Associate Vice President |
Jui-Chuan Chien |
|||||||||||
| Associate Vice President |
Mei-Chen Huang |
|||||||||||
| Associate Vice President |
Yu-Cheng Liu | |||||||||||
| Associate Vice President |
Ming-Fu Chen | |||||||||||
| Employee | *-Cheng Huang |
525,000 | 0.36% | 120,000 | 10 | 5,250,000 | 9.88% | - | - | - | - | |
| *-TingHu | ||||||||||||
| *-Hao Wu | ||||||||||||
| *-Hsueh Kao | ||||||||||||
| *-Chieh Chou | ||||||||||||
| *-WangHsiao | ||||||||||||
| *-LingChang | ||||||||||||
| *-Chen Liang | ||||||||||||
| *-Chan Chien | ||||||||||||
| *-Chien Pu |
-
Status of Restricted Employee Shares Issuance: None.
-
Status of New Share Issuance in Connection with Mergers and Acquisitions or Share Transfers from Other Companies: None
-
Status of Implementation of Capital Utilization Plan:
-
(1) First Private Placement of Common Shares in 2024
| Firstprivateplacement cash capital increase through issuance of common shares in 2024 | |
|---|---|
| Item | |
| Issue Date: December 27,2024 | |
| Type of Privately | Common shares |
| Placed Securities | |
| Date and Amount | Extraordinary shareholders’ meeting date: November 19, 2024; Authorized amount: 5,000,000 common shares |
| Approved by | |
| Shareholders’ Meeting | |
| The issue price of the privately placed common shares was calculated by dividing the total transaction value of the Company’s common shares traded on TPEx’s computerized negotiation system over the 30 business days prior to the pricing date by the total trading volume over the same period. Adjustments were made for ex-rights related to stock dividends and cash dividends,and for capital reductions. The average referenceprice for |
|
| Basis and | |
| Reasonableness of | |
| Pricing | |
59
| the preceding 30 days was NT$80.73 per share. In addition, the Company’s most recent financial statements reviewed by a CPA indicated a net asset value per share of NT$15.37. Based on the above, the issuance price for this private placement of common shares was set at no less than 80% of the reference price, resulting in an issue price of NT$64.60 per share. |
the preceding 30 days was NT$80.73 per share. In addition, the Company’s most recent financial statements reviewed by a CPA indicated a net asset value per share of NT$15.37. Based on the above, the issuance price for this private placement of common shares was set at no less than 80% of the reference price, resulting in an issue price of NT$64.60 per share. |
the preceding 30 days was NT$80.73 per share. In addition, the Company’s most recent financial statements reviewed by a CPA indicated a net asset value per share of NT$15.37. Based on the above, the issuance price for this private placement of common shares was set at no less than 80% of the reference price, resulting in an issue price of NT$64.60 per share. |
the preceding 30 days was NT$80.73 per share. In addition, the Company’s most recent financial statements reviewed by a CPA indicated a net asset value per share of NT$15.37. Based on the above, the issuance price for this private placement of common shares was set at no less than 80% of the reference price, resulting in an issue price of NT$64.60 per share. |
the preceding 30 days was NT$80.73 per share. In addition, the Company’s most recent financial statements reviewed by a CPA indicated a net asset value per share of NT$15.37. Based on the above, the issuance price for this private placement of common shares was set at no less than 80% of the reference price, resulting in an issue price of NT$64.60 per share. |
|
|---|---|---|---|---|---|
| The subscribers of this private placement were limited to specific persons meeting the requirements of Article 43-6 of the Securities and Exchange Act and the ruling No. (2002) Tai-Cai-Zheng-(I)-Zi. No. 0910003455 issued by the Financial Supervisory Commission on June 13,2002,and wereprimarilystrategic investors. |
|||||
| Selection of Specific | |||||
| Subscribers | |||||
| To support product research and development, business expansion, and future long-term operational growth, as well as to strengthen the Company’s competitiveness, improve its financial structure,and enhance its debt-servicingcapability. |
|||||
| Necessity of the | |||||
| Private Placement | |||||
| Date of Payment | November 29, 2024 | ||||
| Completion | |||||
| Private Placement Subscribers |
Qualification | Shares Subscribed (Shares) |
Relationship with the Company |
Participation in Management |
|
| Gudeng Precision Industrial Co., Ltd. |
Article 43-6, Paragraph 1, Subparagraph 2 of the Securities and Exchange Act |
4,000,000 shares |
Sales customer |
None | |
| Subscriber | |||||
| Information | |||||
| Fusion Tech Inc. |
Article 43-6, Paragraph 1, Subparagraph 2 of the Securities and Exchange Act |
1,000,000 shares |
None | None | |
| Actual Subscription | NT$64.60 per share | ||||
| Price | |||||
| Difference Between | The issuance price for this private placement was set to be no less than 80% of the reference price of NT$80.73 per share, resulting in an issue price of NT$64.60 per share. |
||||
| Actual Subscription | |||||
| Price and Reference | |||||
| Price | |||||
| This private placement of common shares accounts for 9.99% of the Company’s paid-in capital. It was primarily undertaken to generate synergy in the Company’s business strategy, improve its financial structure, and increase its equity ratio. Accordingly, it has apositive impact on the Company’s financial structure. |
|||||
| Impact of the Private | |||||
| Placement on | |||||
| Shareholders’ Equity | |||||
| Utilization of Private | The private placement was completed on November 29, 2024, and a total of NT$323,000 thousand was raised. The execution of the capital utilization plan was completed in the third quarter of 2025. |
||||
| Placement Proceeds | |||||
| and Implementation | |||||
| Progress | |||||
| The total proceeds from the private placement amounted to NT$323,000 thousand. Of this amount, NT$50,000 thousand was used to repay bank borrowings, while NT$273,000 thousand was allocated to meet increased working capital needs arising from business growth. The funds raised replaced bank financing, thereby enhancing the stability of long- term funding and improving financial flexibility. In addition, this reduces operational risk and supports the Company’s medium- to long-term development. Based on the planned loan repayments and applicable financing interest rates, it is estimated that annual interest expenses will be reduced byapproximatelyNT$1,123.75 thousand startingfrom 2025. |
|||||
| Realization of Private | |||||
| Placement Benefits | |||||
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-
(2) Cash Capital Increase through Issuance of Common Shares in 2025
-
A. Description of the Plan: The Company conducted its first private placement of common shares in 2024. The sources and uses of funds are described as follows:
| Date of Board Approval |
Date of Shareholders’ Approval |
Date of Shareholders’ Approval |
Source of Funds | Source of Funds | Project Item |
Project Item |
Total Funds Required (NT$ thousand) |
Total Funds Required (NT$ thousand) |
Expected Completion Date |
Expected Completion Date |
Actual Completio n Date |
Actual Completio n Date |
Approval Date and Reference No. of Competent Authority |
Approval Date and Reference No. of Competent Authority |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025/05/2 | 2025/05/22 | Cash capital increase of 5,312 thousand shares at an issue price of NT$53.0per share |
To strengthen working capital |
341,460 | Q3 2026 |
In progress and not yet completed |
Letter Jing-Shou- Shang-Zi No. 11430125040 dated August 29, 2025 |
|||||||
| B. | Fund Utilization Plan and Expected Progress: | |||||||||||||
| Pt It | Scheduled Clti |
Expected Fund Utilization Progress | ||||||||||||
| Total Funds | ||||||||||||||
| rojec em | ompeon Date |
Required | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 | |||||||
103,580 |
||||||||||||||
| working capital | 115/9/30 | 341,460 | 40,380 |
60,000 |
60,750 |
76,750 |
||||||||
- C. Expected Benefits: The proceeds from this cash capital increase are intended to be used entirely to strengthen working capital. In consideration of the Company’s long-term development and future growth potential, the funds will be used to support related product research and development expenditures. This capital increase is expected to improve the Company’s financial structure and increase the proportion of internally generated funds, thereby reducing excessive reliance on financial institutions. During the period of utilization of the proceeds from the cash capital increase, interest expenses are expected to be reduced by approximately NT$4,041 thousand.
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IV. Operational Overview
-
Business Overview
-
(1) Scope of Business:
-
A. Scope of Business: Principal Business Activities
-
F113010 Wholesale of Machinery F113030 Wholesale of Precision Instruments F213030 Retail Sale of Computers and Clerical Machinery Equipment F213040 Retail Sale of Precision Instruments F213080 Retail Sale of Machinery and Tools F401010 International Trade I301020 Data Processing Services I401010 General Advertisement Service CC01110 Computer and Peripheral Equipment Manufacturing CC01080 Electronics Components Manufacturing CC01070 Wireless Communication Equipment Manufacturing F118010 Wholesale of Computer Software F113050 Wholesale of Computers and Clerical Machinery Equipment F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
-
I301010 Information Software Services CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
-
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
-
F301010 Department Stores F399990 Retail Sale of Other Integrated JE01010 Rental and Leasing I301040 Third-Party Payment F214040 Retail Sale of Bicycle and Component Parts Thereof F213110 Retail Sale of Batteries F113110 Wholesale of Batteries F114990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof
-
CD01050 Bicycles and Parts Manufacturing G202010 Parking Area Operators
-
-
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B. Revenue Breakdown by Major Products
Unit: NT$ thousand
| Product Category | Year | 2024 | 2024 | 2025 | 2025 |
|---|---|---|---|---|---|
| Amount | Percentage (%) | Amount |
Percentage (%) | ||
| AIoT Smart Service Solutions |
Electronic Payment | 332,229 | 41.82 | 304,737 | 60.01 |
| Smart Devices | 386,197 | 48.62 | 132,709 | 26.14 |
|
| Semiconductor Industry Solutions |
Semiconductor Sensing and Control |
54,610 | 6.88 | 53,061 | 10.45 |
| Others | Others | 21,270 | 2.68 | 17,282 | 3.40 |
| Total | 794,306 | 100.00 | 507,789 | 100.00 |
C. Current Products and Services of the Company
The Company possesses technical capabilities in software development, hardware development (terminal devices), and application service development, with more than 20 years of accumulated R&D experience. It is one of the few technology service providers in Taiwan with cross-industry system integration capabilities. The Company primarily focuses on innovative and advanced technology services in AIoT smart service solutions, semiconductor industry solutions, and other application fields. Through requirements analysis, service design, and solution system architecture planning, these are implemented in hardware and software design and development. In addition, the Company establishes integrated testing models to complete comprehensive functional integration testing and quality assurance prior to the launch of solutions or services. From product and service planning, development, and testing to system deployment, launch, and operation, the Company provides vertically integrated services to ensure that the needs of customers and business partners are fully satisfied.
(A) AIoT Smart Service Solutions
==> picture [370 x 190] intentionally omitted <==
- a. Electronic Payment: Driven by digitalization and smart technology trends, the Company has long been deeply engaged in the electronic ticketing payment application sector, with a primary focus on transportation-related scenarios. Through automated system integration, the Company assists clients in
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connecting operational processes involving people, vehicles, ticketing, and cash flows, thereby enhancing transaction efficiency and operational management effectiveness. The Company maintains long-term partnerships with major electronic ticketing institutions, including EasyCard, iPASS, and iCash, and has developed various ticket-reading devices. These have been deployed across diverse application scenarios such as public bicycle systems, metro systems, buses, taxis, vending machines, hypermarkets, claw machines, parking facilities, charging stations, self-service laundries, and self-service car wash stations. These applications contribute to improved payment convenience.
-
(a) Public Bicycle Rental Payment Platform: Public bicycle rental services represent a key application within the Company’s smart payment segment. The Company is a long-term partner of YouBike and continues to refine its systems in response to operational needs and evolving market and service models. In earlier stages, public bicycle rental systems primarily relied on electronic ticketing payments such as EasyCard and iPASS. To enhance payment diversity and accommodate different user needs, the Company has integrated credit card payment functionality into the YouBike 2.0 app. After binding a credit card, users can complete rentals and payments via QR code scanning or verification code input on their mobile devices, thereby improving user convenience and supporting service expansion. As of December 31, 2025, the YouBike 2.0 system covers 13 cities and counties across Taiwan, with more than 7,700 stations, providing approximately 100,000 YouBike 2.0 bicycles and 13,000 YouBike 2.0E bicycles in operation. The Company has accumulated over 12 years of experience in the operation and maintenance of large-scale public bicycle systems, along with extensive operational data. By leveraging transaction-level and operational records, the Company conducts analysis of operational pain points, service optimization, and revenue enhancement. In addition, the Company’s data research team integrates station-level transaction data, historical dispatch records, and weather data to develop dispatch modeling and AI-driven analytics models. These are used to forecast station-level demand, improve dispatch efficiency, reduce empty or overcapacity stations, and ultimately enhance bicycle turnover rates and overall operational performance.
-
(b) Parking Payment and Management Integration System: In the parking payment sector, the Company continues to invest in integrated applications for smart parking payment and management, with the objective of enhancing entry and exit efficiency and improving operational management performance. The “Smart Parking Solution – Payment Application” integrates license plate recognition technology, integrated hardware design, and multiple payment methods, providing the payment and management functions required for site operations. This solution has been recognized with the 25th Taiwan Excellence Award, demonstrating the Company’s
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R&D achievements in smart parking applications. Leveraging its extensive experience in electronic payment services, the Company has established a secure and reliable clearing and settlement mechanism, and has introduced value-added services such as electronic invoices to enhance the digital service processes of parking facilities. At the same time, it facilitates crosssector collaboration among parking operators, the Company, and electronic ticketing institutions. As of the end of 2024, the “Smart Parking Solution – Payment Application” has been deployed in more than 950 parking sites across Taiwan, demonstrating the Company’s practical implementation capabilities in parking payment and management integration. Looking ahead, the Company will continue to advance the development and application of smart payment technologies, while incorporating technologies such as AI to optimize payment efficiency and management performance. It will also, in response to market demand and regulatory developments, evaluate the adoption of emerging technologies to enhance system security and user convenience, and expand applications in public services and related scenarios.
In summary, the Company continues to deepen its technological development and real-world deployment in the smart payment sector. Through multi-payment integration, system operation and maintenance, and data analytics applications, the Company enhances payment convenience and transaction security, while supporting the digital transformation and operational efficiency of public services.
-
b. Smart Devices: The Company’s R&D and applications in the smart device sector cover equipment for public bicycle systems, smart bicycle solutions, as well as parking facilities management and payment devices. Through the integration of software and hardware and systematic deployment, the Company assists clients in enhancing service availability and operational efficiency, while supporting the digitalization and intelligent development of related application scenarios.
-
(a) Intelligent Devices for Public Bicycle Systems: Since the trial operation of the YouBike 2.0 public bicycle system in the Gongguan commercial district of Taipei City in January 2019, the system has undergone continuous development and refinement and has been progressively expanded to major cities across Taiwan. The core design of YouBike 2.0 adopts a “bikemounted unit + lightweight docking station” architecture, shifting part of the networking and power supply requirements from docking stations to the bicycle itself. This reduces constraints related to wiring and construction, enhances flexibility and scalability in station deployment, and improves station density and user convenience.
-
(b) Smart Bicycle Equipment Integration Solutions: In response to the growing demand in the e-bike market, the Company continues to develop smart bicycle-related services centered on a “Cycling Digital Ecosystem,” integrating IoT technologies, sensing technologies, user research, and data analytics to assist clients in building scalable product and service
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architectures. Through its “Bikonnect E-Bike Control System Integration Solution,” the Company provides e-bike brands with electronic control system integration and ICT implementation services. This solution flexibly integrates offerings from bicycle manufacturers and key electrical system suppliers, and, when combined with the Company’s self-developed IoT devices, smart displays, and cloud connectivity applications, enables clients to complete system integration and validation for prototype products.
-
(c) Intelligent Parking Payment Devices: In the development of intelligent parking payment devices, the Company continues to iteratively develop payment and management equipment suitable for various parking scenarios, including public and private parking facilities as well as on-street parking. The Company provides a wide range of electronic payment options, including electronic ticketing systems such as EasyCard, iPASS, and iCash, as well as LINE Pay, JKOPay, Easy Wallet, credit cards, and Apple Pay. It also offers proprietary devices such as “multi-functional smart electronic payment terminals” and “fully automated license plate recognition parking payment kiosks.” These devices simplify the payment process for drivers and assist parking operators in accelerating system deployment. In addition, through back-end web-based management systems, the Company enhances operational visibility and management efficiency.
-
(B) Semiconductor Industry Solutions
With advancements and increasing complexity in process technologies, the semiconductor industry has a growing demand for precise equipment monitoring and fault prediction. Since 2018, the Company has invested in R&D resources, leveraging wireless connectivity technologies and integrated software and hardware capabilities to develop semiconductor process-related solutions.
-
a. Smart Vibration Monitoring and Oxygen Sensors: The Company completed the development of its first-generation vibration sensor in 2019 and successfully deployed it at Innolux Corporation’s Fab 6. The solution is used to monitor equipment operating conditions and to detect abnormalities at an early stage (such as wafer damage or breakage), thereby reducing production interruptions and quality risks. In addition, the Company has developed O₂ oxygen sensors for monitoring oxygen concentration in confined spaces and oxygen-deficient environments. These technologies have been progressively adopted across upstream and downstream semiconductor enterprises.
-
b. Robotic Arm Anomaly Detection Solution: The Company has collaborated with major equipment suppliers and maintenance service providers for robotic arms in the semiconductor and panel industries to introduce a robotic arm anomaly detection solution (M.F.D. System). This solution integrates vibration sensing to detect abnormalities such as wafer collisions and scratches, with real-time response capabilities that help improve yield rates. In addition, the Company has jointly developed an embedded vibration-sensing Smart Robot Blade/Fork, incorporating ultra-thin wireless vibration sensors into the blade to enable real-
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time online monitoring, thereby enhancing detection sensitivity and data reliability. This product has obtained patents in Taiwan and mainland China and has been promoted to other wafer fabrication markets. It features non-invasive measurement without the need for equipment disassembly, reducing maintenance time and costs.
- c. Magnetic Field Monitoring Solution: To address the lack of effective monitoring mechanisms in magnetic shielding environments, the Company has developed a multi-point magnetic field monitoring solution. Multiple magnetic sensors are deployed throughout process areas for continuous, long-term monitoring. This solution is primarily applied to equipment sensitive to magnetic fields or electromagnetic noise (such as wafer exposure systems, laser positioning equipment, and RF equipment), helping to maintain process stability and reduce yield risks. Other Industry Applications
-
D. New Products (Services) Planned for Development
-
(A) AIoT Smart Service Solutions
The Company plans to develop an overseas version of YouBike and enterprise green commuting solutions in alignment with the market expansion strategies of its industry partners. Details are as follows:
-
a. Overseas Version of YouBike: The Company plans to collaborate with YouBike to promote Taiwan’s high-capacity public bicycle rental system solutions and operating model to international markets. Within this initiative, the Company will continue to serve as the system developer and advance productization and standardization toward a globally scalable solution. To address operational and version update requirements across different countries, the overseas version will adopt a cloud-based architecture with a modular design, enabling flexible feature customization for different markets and improving operational efficiency. In addition, the overseas version will integrate multiple technologies, including the following:
-
(a) Wireless charging function: Addresses challenges in replacing e-bike batteries, reduces maintenance labor costs, and improves system operational efficiency.
-
(b) Embedded IOT: Upgrades smart bike units from traditional MCU-based architecture to devices incorporating embedded operating systems. This approach supports standardized export to markets such as Europe and North America while allowing customized versions for regional requirements.
-
(c) ePaper displays: Featuring low power consumption and high contrast, enabling clearer information display while extending device lifespan.
-
(d) eSIM technology: Introduced for connectivity in smart bike units, replacing physical SIM cards to reduce manual installation costs and mitigate damage risks caused by extreme outdoor temperatures, thereby improving device stability.
-
(e) BLE 5.4 (Bluetooth): Provides faster and more efficient wireless connectivity, particularly improving positioning accuracy in GPS-
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obstructed or indoor environments.
- (f) Pedal sensors: Installed on e-bike rental units to detect riding behavior and collect data for optimizing motor parameters. In addition, they ensure the uniqueness of each trip record for carbon emission calculations in green transportation, supporting ESG-driven carbon reduction initiatives in global markets.
- b. Enterprise Green Commuting Solutions: In addition to government-led public bicycle rental services, enterprises may introduce shared green commuting solutions within campuses or closed environments to support ESG initiatives and assess their potential for conversion into carbon credits. The Company collaborates with partners in the bicycle design and manufacturing industry to integrate smart bicycles with Bikonnect IoT connectivity devices and cycling data platforms, thereby developing enterprise green commuting solutions. These solutions are planned to be promoted to corporate clients through manufacturing partners and regional distributors. Enterprises may provide employees with bicycles or electric-assisted bicycles as commuting tools, while the IoT-based operational platform records real-time riding data and supports management functions. Subsequently, carbon credit certification will be pursued in accordance with recognized standards (such as VCS or GS), and carbon credits will be allocated and traded on carbon exchanges, enabling commuting-related emission reduction data to be converted into tradable carbon assets.
- c. Semiconductor Industry Solutions: MFC (Mass Flow Controller): Photomask storage intelligent warehousing systems are critical equipment in semiconductor processes, requiring a stable nitrogen environment during storage to reduce contamination risks arising from humidity, temperature, and volatile organic compounds (VOCs). The stability and precise control of nitrogen supply are primarily managed by mass flow controllers (MFCs). Given the strong demand for MFCs in Taiwan’s semiconductor industry and the fact that major suppliers are predominantly foreign manufacturers with key components still highly dependent on imports, there are concerns regarding supply risks and limited localization capabilities. The Company has invested in the development of MFC products, aiming to provide cost-effective and high-precision localized solutions to reduce reliance on imported products and improve equipment operational efficiency.
-
(2) Industry Overview
-
A. Current Status and Development of the Industry
- (A) Current Status and Development of the ICT Industry
According to the “2025 ICT Industry Outlook” published by the Market Intelligence & Consulting Institute (MIC), geopolitical factors are driving countries to develop sovereign AI and accelerating supply chain fragmentation. Advancements in AI technologies are fostering human–machine collaboration and development automation while increasing the penetration of AI PCs and AI smartphones. The shift of AI toward edge computing is also driving
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diversification in AI chips and advancements in semiconductor technologies. At the same time, telecommunications operators are seeking to expand new revenue streams through edge AI computing, while also driving trends such as energysaving and green applications, digital twins and simulation generation, and the adoption of generative AI in government public services.
-
a. Sovereign AI driving demand for computing infrastructure: Regions such as the EU, Japan, and Southeast Asia are accelerating the deployment of domestic AI computing capacity, which is expected to increase demand for AI data centers and GPU computing leasing.
-
b. Continued investment in advanced models: Global technology leaders are increasing investments in advanced models, driving innovation and improving R&D efficiency (e.g. AlphaFold and models with reasoning and planning capabilities).
-
c. AI agents accelerating development automation: AI agents lower barriers to development and innovation, improving efficiency across design, testing, and decision execution, thereby accelerating enterprise adoption.
-
d. Edge AI promoting heterogeneous integration and advanced packaging: To meet requirements for miniaturization, performance, and power efficiency at the edge, the importance of heterogeneous integration and advanced packaging is increasing, driving upgrades in materials, thermal management, and process control technologies.
-
(B) Current Status and Development of the E-Bike Market
According to Research Nester (September 9, 2025), the global e-bike market size is expected to reach approximately US$54.44 billion in 2025 and grow to US$145.1 billion by 2035, with a CAGR of approximately 10.3% from 2026 to 2035. Regionally, the Asia-Pacific market remains dominant and exhibits strong growth momentum. Market growth is primarily driven by demand for low-carbon transportation, urban traffic congestion, fluctuations in fuel prices, and energy efficiency considerations. In addition, government policies and subsidies serve as key drivers. For example, India has promoted the FAME-II scheme and subsequent electric mobility initiatives (such as PM E- DRIVE) to support electrification and charging infrastructure development.
- (C) Current Status and Development of the Semiconductor Market
According to Deloitte’s 2025 Global Semiconductor Industry Outlook, global semiconductor industry momentum is expected to continue, with sales projected to reach a record high of US$697 billion in 2025. The industry is expected to continue progressing toward a US$1 trillion market size by 2030, corresponding to an estimated CAGR of approximately 7.5%. Driven by applications such as AI infrastructure, high-performance computing, and electric vehicles, ongoing fab expansions and new capacity deployment will continue to drive demand for process equipment. Meanwhile, geopolitical and supply chain risks are prompting companies to strengthen supply chain resilience and localization strategies. The Company focuses on semiconductor process
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equipment inspection and automation management-related products and customized services, providing sensing applications for temperature/humidity, vibration, magnetic fields, and oxygen to help improve equipment stability and process yield.
- (D) Current Status and Development of the Shared Bicycle Market
The Company’s sharing-bike-related products and services primarily target the European market. According to Mordor Intelligence (as cited by Research and Markets, European market report 2024–2029), the European shared bicycle market size is estimated at approximately US$3.04 billion in 2024 and is expected to reach US$6.17 billion by 2029, with a CAGR of approximately 15.64% (2024–2029). Market growth is driven mainly by green transportation policies, the maturity of IoT technologies, and increasing demand for smart city development. At the same time, intensifying competition may lead operators to pursue consolidation and adopt diversified micromobility solutions (such as e- bikes) to expand service coverage and differentiation.
- (E) Current Status and Development of the Parking Management Market
According to the latest report by Research Nester, the global parking management market exceeded US$7.3 billion in 2024 and is projected to grow at a CAGR of over 10.2%, reaching US$25.8 billion by 2037. Growth drivers include the advancement of smart city initiatives, upgrades in IoT and parking sensor technologies, and the evolution of digital payment systems. In addition, the increasing adoption of electric vehicles is driving demand for charging infrastructure and parking facility management. The implementation of integrated parking management solutions helps improve parking space utilization, operational efficiency, and user experience.
- B. Industry Upstream, Midstream, and Downstream Relationships
Amid rapid technological advancement, the Company operates as a provider of IoT-related technology services, with service coverage spanning electronic payments, smart devices, and semiconductor sensing and control. These services are built upon an interconnected industry ecosystem linking upstream, midstream, and downstream segments. The relationships within the industry value chain are described as follows:
-
(A) The upstream segment primarily includes ICT hardware, electronic raw materials, data center infrastructure, and network equipment, which provide the key components and foundational infrastructure required by the Company (such as electronic components, cloud services, and telecommunications services), forming the basis for solution development and deployment.
-
(B) The midstream segment represents the Company’s core capabilities, encompassing requirements analysis and service process design, cloud system architecture planning, and the design and development of hardware, software, and firmware. It also includes system integration, testing and validation, and quality management. In addition, the Company provides system operation services and information security management to ensure service stability and reliability.
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- (C) The downstream segment comprises various application scenarios and industry customers, including self-service retail, parking operations, transportation services, the e-bike industry, and bicycle rental services, where the Company’s AIoT smart service solutions are deployed. In addition, to address the needs of smart manufacturing transformation in industries such as semiconductors, optoelectronics manufacturing, and traditional manufacturing, the Company provides solutions including sensing, monitoring, and automated management.
==> picture [325 x 169] intentionally omitted <==
-
C. Product Development Trends and Competitive Landscape
-
(A) AIoT Smart Service Solutions
The Company’s AIoT smart service solutions, including electronic payment and smart device products, are primarily applied in parking and bicycle-related markets, and have been extended to areas such as semiconductor process monitoring. The development trends and competitive landscape of each segment are described as follows:
-
a. Parking Industry: Taiwan’s high level of urbanization and continuously increasing vehicle ownership have intensified the imbalance between parking supply and demand, driving the adoption of smart parking solutions. In recent years, government initiatives promoting smart cities have further accelerated market development. Industry technology development focuses on front-end devices such as AIoT-based parking space sensors, license plate recognition, contactless payment, and real-time guidance systems, complemented by cloudbased parking management platforms that provide operational management, data analytics, and cross-site management services. The competitive focus is gradually shifting from individual devices to integrated solution capabilities, including system stability and real-time performance (incorporating 5G and edge computing), payment integration, parking space search and reservation, integration with electric vehicle charging services, and data-driven operational optimization and user experience enhancement.
-
b. Bicycle Industry
-
(a)The shared bicycle / micromobility market primarily addresses “last-mile” transportation needs. In recent years, competitors have continued to invest in
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innovations in vehicle types and power systems (such as the adoption of electric-assisted bicycles and hydrogen-powered shared bicycles), while also facing competition from other light mobility solutions such as shared electric motorcycles and shared e-scooters. Regulatory frameworks for micromobility are still being developed and refined across different countries. In the short term, shared bicycles maintain a competitive advantage due to their higher level of maturity; however, ongoing expansion of alternative mobility options may introduce increasing competitive pressure.
- (b)Electric-Assisted Bicycles (E-Bikes): Driven by commuting demand and carbon reduction trends, the e-bike market in Europe and North America continues to expand, forming a new industry value chain centered on electronic control systems and connected applications. Cross-industry players (such as automotive and electronics companies) are entering the market, intensifying innovation and prompting traditional bicycle brands to increase their demand for collaboration in electronic control integration and IoT system integration. The ability to establish stable partnerships and maintain integration capabilities has become a key competitive factor in the industry.
- c. Semiconductor Industry Solutions: Trends such as advanced process technologies (including 3nm, 2nm, and below), advanced packaging, and 3D stacking are increasing requirements for process control precision, thereby driving demand for monitoring, inspection, and real-time data analytics. At the same time, strong demand from AI/HPC applications is accelerating investment in advanced processes. As manufacturing costs rise, companies are placing greater emphasis on yield management, leading to the adoption of high-precision monitoring and anomaly detection solutions at the equipment level. In addition, geopolitical factors and supply chain localization are driving the construction of new fabs in various regions, further increasing demand for related equipment and solutions. Application scenarios span wafer fabrication and packaging processes, including optical and electron beam inspection, chemical and gas monitoring, and real-time process monitoring. AI-based analytics are also being progressively adopted to enhance predictive capabilities and decision-making efficiency.
-
(3) Technology and R&D Overview
-
A. Technical Capabilities and Research & Development of the Company’s Business The Company possesses integrated hardware and software capabilities and
-
provides comprehensive solutions to its clients. Its technology sources include in-house R&D, external collaborations, and accumulated industry experience. In hardware development, the Company is capable of designing and developing various embedded systems, sensors, and controllers, which are applied to YouBike 2.0 and e-bike smart onboard units. These solutions integrate technologies such as IoT, low-power Bluetooth, Beacon, RFID, and 4G/5G communications to support diverse application scenarios. In the field of semiconductor sensing and control, the Company has developed VRS wireless vibration sensors, which incorporate low-power Bluetooth
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transmission, multi-axis acceleration sensing, and multiple power supply configurations, allowing flexible deployment based on the characteristics of different process equipment. On the software side, the Company’s R&D team is responsible for developing applications and front-end/back-end management platforms, utilizing programming languages such as PHP, JavaScript, C/C++, Golang, and Python to ensure system integration and the stable operation of hardware and software systems.
-
B. Research and Development
-
(A) To address customer service requirements and product diversification and commercialization needs, the Company has established an R&D team led by the General Manager, continuously investing in product and technology development. As the Company’s core technologies are primarily derived from in-house development, it is able to maintain control over key technologies and possesses integrated development capabilities across mechanical engineering, electronic control systems, and software design. To date, the Company has obtained a total of 49 patents domestically and internationally, including 36 invention patents, 10 utility model patents, and 3 design patents. The R&D team has also accumulated extensive experience in product development and practical implementation. Going forward, the Company will continue to deepen its technological development based on market demand and its existing technology foundation, and to introduce competitive products and solutions.
-
(B) R&D Expenses Incurred in the Most Recent Year and up to the Date of Publication of this Annual Report
Unit: NT$ thousand
| Year Item |
2024 | 2025 |
|---|---|---|
| R&D Expenses (A) | 71,811 | 87,610 |
| Net Operating Revenue (B) | 794,306 | 507,789 |
| R&D Expenses as a Percentage of Net Operating Revenue (A)/(B) | 9.04% | 17.25% |
(C) Technologies or Products Successfully Developed in the Most Recent Year:
| Year | Product Name | Technical Description of the Product |
|---|---|---|
| 2021 | E-Bike App Software Service Solution |
The E-Bike App is a proprietary software application developed by the Company that enables real-time upload of riding data to the cloud and provides one-click diagnostics of bicycle status. The latest upgraded version supports integration with smart onboard devices such as IoT devices, e-bike computers (HMI), and smart locks (e-locks), allowing users to synchronize riding data. It also introduces anti-theft functions and automatic ride tracking. This product can also be offered in a white-label format, with customization based on brand requirements, supporting the digital transformation of the traditional bicycle industry. |
| 2021 | Fully Automated License Plate Recognition Payment Kiosk |
A multi-payment device equipped with an 18.5-inch touchscreen display, primarily used in parking facilities in conjunction with high-accuracy license plate recognition systems to deliver fast and convenient smart parking solutions. Its multi-payment capabilities enable cross-industry applications, including exhibition venue payment kiosks, amusement park payment systems,electronic donation systems,and automated toll collection |
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| Year | Product Name | Technical Description of the Product |
|---|---|---|
| systems. | ||
| 2021 | Smart Robot Blade/Fork | Through a proprietary patented design, sensors are embedded within the robot fork structure, offering higher sensitivity compared to externally mounted sensors in detecting robot or wafer motion. The design does not alter the blade dimensions, keeps the sensors fully enclosed, and supports real-time online measurement. It enables immediate anomaly monitoring and provides services such as data collection, data transmission, feature analysis,and machine learningalgorithms. |
| 2022 | Smart Lock for E-Bike | Developed in collaboration with a domestic lock manufacturer (Yuan Wen Shing Industries Corp.), this RFID smart lock is designed for bicycles and e-bikes, offering ease of use, safety, and stability. It can be integrated into e-bike systems via CAN Bus or operated using RFID tags for locking and unlocking, making the process more intuitive and convenient. Its unique latch design also allows the bicycle to be secured to ground fixtures using an external chain, enhancing its anti-theft protection. The product is suitable for both bicycles and electric-assisted bicycles. |
| 2022 | Bikonnect Shared E-Bike Solution |
Applied in e-bike sharing and rental solutions, this system enables operators to easily manage rental fleets and equipment while offering multiple rental methods, including card-based rentals, QR code-based rentals, and rentals via vehicle code input. It also integrates payment systems, rental records, dispatching, and maintenance systems, along with customized services, allowing operators to efficiently manage e-bike sharing and rental operations while providing users with a convenient and swift ridingexperience. |
| 2023 | Smart Parking Payment Station (Generation 3.5, Model MS2215C) |
A compact outdoor smart payment station designed for on-street parking applications, supporting cashless payments only, and capable of issuing invoices or receipts. It integrates multi-card ticketing modules (EasyCard, iPASS, iCash) and supports electronic payments such as LINE Pay and JKOPay,offeringflexiblepayment options to consumers. |
| 2023 | EV Parking Space License Plate Recognition Solution |
To ensure the convenience of electric vehicle parking and charging, while preventing non-electric vehicles from occupying designated spaces, the Company has introduced a dedicated license plate recognition solution for EV parking spaces. Utilizing proprietary high-accuracy license plate recognition technology, the system can rapidly determine whether an approaching vehicle is an electric vehicle, and integrates with ground lock devices to perform lifting and lowering operations, thereby allowing access exclusivelyfor electric vehicles. |
| 2023 | Semiconductor Load Port Board |
A product specifically designed for semiconductor load port control and management systems, featuring the ability to adjust functionality based on customized requirements, assisting manufacturers in reducing costs, and minimizing system size. The product simplifies load port equipment wiring, significantly reduces wiring time, lowers the risk of wiring errors, and adopts a dedicated functional modularized architecture design. |
| 2023 | Magnetic Field Monitoring System |
Designed to enhance process yield, this system features multi-point monitoring capability, supporting simultaneous monitoring of up to eight points, and offers sensitivity of up to 10 nT. It also helps prevent noise dispersion during equipment anomalies. Its advanced analysis software can be integrated with E-beam logs for analysis and is capable of identifying the direction of interference sources, ensuring the accuracy of magnetic field monitoring. It is particularly suitable for precision semiconductor equipment such as mask writers and electron beam inspection systems. |
| 2023 | O2 Oxygen Sensor | Primarily used to detect the concentration of oxygen in ambient air. Users can configure upper and lower alarm thresholds as needed, with independent settings for oxygen concentration levels corresponding to audible alarms, indicator lights, and relay outputs. The device also features a clear and easy-to-read large-character display, a buzzer, visual alarm indicators,and digital output(DO)functionality. |
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| Year | Product Name | Technical Description of the Product |
|---|---|---|
| 2024 | International AI License Plate Recognition Solution |
Designed for global markets, the recognition module developed by the Company utilizes deep learning technology to achieve high recognition accuracy and rapid response, enabling stable operation across diverse environments. It supports customized development based on the specific requirements of different countries and regions, offering strong adaptability and compatibility. The solution can be integrated with the “Smart Parking Solution – Payment Application” or provided as a one- stop turnkey solution, including related hardware and software such as payment kiosks, barriers, cameras, LED display boards, network infrastructure,and back-end management systems. |
| 2024 | Wafer Temperature and Humidity Monitoring System |
A product designed for process monitoring, featuring an ultra-low-power energy-efficient design with long standby time. It provides high-precision temperature and humidity sensing, with temperature accuracy of ±0.1°C and humidity accuracy of ±1.8% RH. The system also supports offline log data storage,facilitatingsubsequentprocess analysis. |
| 2024 | Low-Frequency RFID Identification System Solution (MP2319 Series) |
Low-Frequency RFID Identification System Solution (MP2319 Series): The low-frequency RFID identification system offers a long reading distance, high recognition accuracy, and strong environmental durability, making it highly suitable for tracking and management in semiconductor manufacturing. Key components include: RFID Readers: Available in 1-port or 4-port configurations to meet different equipment requirements and application scenarios. RFID Antennas: Multiple design options are available for flexible installation and easy integration with various equipment. Communication Protocols: Supports multiple protocols, including SEMI standards and Smart Card APDUprotocols. |
| 2025 | Wireless Photomask Inspection Device |
The world’s first photomask detector applicable to extreme ultraviolet (EUV) lithography systems. By using quartz glass to simulate the photomask transmission environment, it precisely measures vibration and temperature variations, improving exposure success rates and process stability. |
| 2025 | Mass Flow Controller | A digital MEMS-based flow sensor utilizing thermal mass flow principles, featuring rapid-response flow detection and the ability to capture flow variations under micro-flow disturbances. |
-
(4) Short-term and Long-term Business Development Plans
-
A. Short-term and Long-term Business Development Plans
-
(A) Short-term Business Development Plans
-
a. Strengthening core capabilities and deepening customer relationships: The Company will continue to enhance its integrated hardware and software capabilities and cross-domain technical service offerings, while strengthening the professionalism of its business organization and personnel. For key clients, the Company will provide highly customized, high value-added IoT technology service integration solutions to improve customer satisfaction and deepen cooperative relationships.
-
b. Customer expansion and profitability enhancement: The Company will optimize its existing customer base and product portfolio, and collaborate with clients to jointly develop market-competitive products, thereby improving operational efficiency and profitability.
-
-
(B) Long-term Business Development Plans
- a. Expanding market scale and overseas deployment: Leveraging its integrated hardware and software R&D and application service development capabilities,
-
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the Company will collaborate with key clients to promote the internationalization of its IoT smart service solutions and semiconductor industry solutions. In alignment with clients’ overseas expansion, the Company will gradually expand into international markets.
- b. Cultivating R&D talent and strengthening innovation momentum: In response to the accelerating convergence of emerging technologies such as 5G, IoT, and AI, the Company will build on its existing core technologies to enhance valueadded application capabilities and cultivate R&D talent. It will continue to develop innovative products and technical services with high added value to meet market and customer needs.
- c. Promoting green design to comply with environmental regulations: In response to global net-zero and carbon reduction trends, the Company will incorporate environmentally friendly design concepts into its product integration and development processes and evaluate the adoption of materials and technologies that are safer for both humans and the environment, in order to comply with green product regulations and meet market demands.
-
Market and Production & Sales Overview
-
(1) Market Analysis
- A. Sales (Service Provision) by Region for Major Products (Services)
| Unit: NT$thousand;% | Unit: NT$thousand;% | |||
|---|---|---|---|---|
| Year Region |
2024 | 2025 | ||
| Sales Amount | Percentage(%) | Sales Amount | Percentage(%) | |
| Taiwan | 787,250 | 99.11 | 500,053 | 98.48 |
| China | 6,865 | 0.87 | 5,253 | 1.03 |
| Others | 191 | 0.02 | 2,483 | 0.49 |
| Total | 794,306 | 100.00 | 507,789 | 100.00 |
B. Market Share
The industry solutions developed by the Company operate in a niche market characterized by low-volume, high-mix production. Therefore, there are currently no authoritative statistical data available to clearly indicate the Company’s market share.
-
C. Future Market Supply and Demand and Growth Potential
-
(A) AIoT-Related Market Outlook With the proliferation of edge computing and ondevice AI, AIoT (AI + IoT) is driving continued growth in demand for connected devices as well as platform and analytics services. According to estimates by IoT Analytics, the number of connected IoT devices worldwide is expected to reach approximately 40 billion by 2030. In terms of market size, MarketsandMarkets estimates that the global AIoT market will grow from US$25.44 billion in 2025 to US$81.04 billion by 2030, representing a CAGR of approximately 26.1% from 2025 to 2030.
-
(B) Semiconductor Market Outlook: Driven by applications such as AI/HPC, automotive electronics, 5G/IoT, and investments in advanced process technologies
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and advanced packaging, most research forecasts that the global semiconductor market will reach approximately US$1.0–1.1 trillion by 2030. McKinsey has further indicated that, supported by high-growth segments such as AI and data center chips, the market size could reach up to US$1.6 trillion by 2030. On the equipment side, forecasts from SEMI indicate that global semiconductor manufacturing equipment sales are expected to reach approximately US$125.5 billion in 2025 and grow to approximately US$156.0 billion by 2027 (continued growth), reflecting continued expansion in advanced logic, memory (including HBM), and advanced packaging capacity. Over the medium to long term, as advanced nodes such as 2nm and next-generation packaging technologies continue to evolve, demand for semiconductor equipment is expected to maintain strong growth momentum.
- D. Competitive Advantages, Favorable and Unfavorable Factors for Development Prospects, and Corresponding Strategies
The Company is committed to excellence in quality, innovative design, and responsive service. Through strategic partnerships and a diversified customer base, the company is able to respond flexibly to market changes, providing products and integrated services that meet customer specifications and quality requirements. Supported by stable and reliable platforms, the Company enables customers to focus on their core business operations.
- (A) Competitive Advantages: Core Technology Capabilities and Operational Experience:
The Company has accumulated extensive cross-domain implementation and operational experience over time and continues to optimize its operational and management processes, forming the following core strengths:
-
a. Service Quality and Delivery Efficiency: Through standardized processes and quality management, the Company enhances delivery stability and efficiency, thereby strengthening customer satisfaction.
-
b. Cost and Performance Optimization Capabilities: By improving processes and implementing systematic management, the Company enhances operational efficiency while reducing deployment and maintenance costs.
-
c. Data Integration and Decision Support: The Company possesses cross-system data integration capabilities, supporting operational analysis, demand insights, and decision optimization, and leveraging these capabilities to improve processes and develop new services.
-
d. Integrated Hardware and Software Technologies: With capabilities in co-design and integration of hardware and software, the Company enhances system performance and reliability, while providing customized, high value-added total solutions.
-
(B) Favorable Factors:
-
a. Strong Foundation of Strategic Partnerships: The Company maintains long-term collaborations with leading industry players, which facilitates joint market expansion and enables the provision of continuous technical support to
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customers.
- b. Diverse Customer Base and Application Scenarios: The Company serves a broad range of customers across multiple application domains, helping to diversify industry concentration risks and enhance operational stability.
- c. Integration of Technical Services and Consulting Capabilities: By integrating information technology with consulting services, the Company provides more comprehensive offerings, including requirements analysis, implementation planning, and solution design, thereby enhancing customer value.
-
(C) Unfavorable Factors and Corresponding Strategies:
-
a. Rapid Technological Changes: The Company continues to invest in R&D and technology upgrades, strengthening its capabilities in emerging technologies and accelerating product and service iteration. It also enhances system scalability and modularization capabilities.
-
b. Diversified Customer Needs: The Company promotes the modularization of products and services, establishes differentiated solutions and pricing mechanisms, and strengthens customer relationship management processes to balance customization flexibility with cost control.
-
c. Tight Talent Supply and Demand: The Company addresses talent shortages through recruitment and retention mechanisms, internal training, and competency development programs. It also adopts industry–academia collaboration and strategic partnerships as needed to enhance R&D and delivery capabilities.
-
-
(2) Key Applications and Production Process of Major Products
-
A. Key Applications of Major Products
| Product Category |
Classification | Major Products | Key Applications |
| AIoT Smart Service Solutions |
Electronic Payment |
Smart Parking Solution – Payment Application EV Parking Space License Plate Recognition Solution Electronic Payment Coin-Operated Solution Smart Electronic Ticketing Solution |
The smart parking solution features a comprehensive and user-friendly back-end management system, supporting functions such as pricing configuration and account inquiry, thereby assisting parking operators in management and enabling the extension of business models. In recent years, it has been widely deployed across public and private parking facilities nationwide, with adoption in more than 500 sites. It can also be integrated with surrounding commercial district collaboration mechanisms (such as parking fee discounts or complimentary parking hours) to enhance the service experience. The Company’s micro-payment solutions can be deployed in various scenarios, including claw machines, self-service laundromats, and vending machines. These solutions integrate the three major electronic ticketing systems (EasyCard, iPASS, and iCash), as well as mobile payment methods such as LINE Pay. They also provide online account management and reporting functions, enabling operators to monitor operational information in real time via mobile devices or computers, thereby improving payment convenience and management |
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| Product Category |
Classification | Major Products | Key Applications |
| efficiency. | |||
| Smart Devices | Smart Bicycle Solutions Bikonnect Shared E- Bike Solution E-Bike Data Service Solutions YouBike 2.0 / 2.0E Public Bicycle Rental System |
The E-bike sharing and rental solution provides customizable system services, supporting the management of rental fleets and station equipment, and offering multiple rental methods (such as card- based access, QR code scanning, or vehicle code input). The system integrates payment processing, rental records, dispatching, and maintenance management functions, thereby enhancing operational efficiency and management consistency. The E-Bike data service solution integrates smart onboard devices (E-Bike Computer), IoT devices, and smart application software (apps), uploading riding dynamics and onboard system data to a cloud-based data platform. This enables brands and component manufacturers to perform remote device management, user behavior analysis, and business decision support, thereby driving digital transformation and creating value-added applications for products and services. In the YouBike public bicycle rental system, each bicycle is equipped with a smart onboard unit and supports rental methods such as QR code scanning and verification code input, providing users with more c o n v e n i e n t a nd d i v e r s e r e n t a l o p t i o n s . |
|
| Semiconductor Industry Solutions |
Semiconductor Sensing and Control |
Smart Vibration Monitoring Solutions Smart Robot Blade/Fork Solution |
The Company’s solutions can be applied to semiconductor and panel process equipment, and can be customized according to client requirements, including systems such as the Machine Fault Detection System and Vibration Monitoring for Wafer Scratch. In response to different monitoring environments and application scenarios, the Company also provides a variety of equipment vibration monitoring modes. The Company has developed the Smart Robot Blade/Fork, which adopts a patented design embedding sensors within the robotic arm fork. Compared with externally mounted sensors, this design enhances measurement sensitivity, does not affect the external dimensions of the fork, and reduces the risk of sensor exposure. The Company has developed the Smart Robot Blade/Fork, which adopts a patented design embedding sensors within the robotic arm fork. Compared with externally mounted sensors, this design enhances measurement sensitivity, does not affect the external dimensions of the fork, and reduces the risk of sensor exposure. |
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-
B. Production Process: Primarily involves the following three processes:
-
(A) Industry Solution Development Process
- a. Industry Solution Development Process
To respond to rapid market changes and diverse customer needs, the Company provides end-to-end industry solution development services, covering requirements assessment, product planning, design and development, testing and validation, as well as delivery and operational support. These services help clients reduce implementation risks and improve deployment efficiency.
==> picture [324 x 83] intentionally omitted <==
-
(a) Assessment Phase: The Company conducts requirement interviews with clients to clarify application scenarios, pain points, and objectives. The technical team then performs feasibility studies and evaluates technical solutions, confirming required technologies, resources, and timelines. Where necessary, the feasibility of collaborative R&D with industry partners or academic institutions is also assessed.
-
(b) Planning Phase: Following feasibility confirmation, the Company proceeds with solution or product concept design, including appearance and structural design, key functional modules, and, where applicable, user interface and workflow design. This phase results in formal specifications and design documentation.
-
(c) Development Phase: Prototypes are developed based on the defined scope, followed by multiple rounds of testing and validation to ensure that functionality and quality meet specifications. Where mass production is involved, manufacturing feasibility, material supply, production processes, and cost control are evaluated concurrently to ensure smooth transition to mass production.
-
(d) Operations Phase: Prior to delivery, preparation activities are completed, including delivery documentation, user manuals, and installation guides, and clients are assisted in acceptance testing. The project team provides necessary training, on-site support, and troubleshooting services, and makes adjustments as required to ensure stable system operation.
-
b. Assembly Production Process
The production control unit plans material requirements and arranges material preparation based on customer orders and sales forecasts. After outsourced products are received, the production control unit schedules production and testing operations. The production unit conducts 100% functional testing, and upon passing the in-process quality control (IPQC) inspection, the products are placed into inventory as finished goods and
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incorporated into safety stock, enabling prompt shipment upon receipt of customer orders. The diagram below illustrates the assembly production process of the “Multi-functional Smart Electronic Payment Kiosk – Outdoor Standalone Type” for parking solutions. The main components of this device include an industrial microcomputer, a 5-inch touchscreen LCD display, wireless card reader equipment, indicator displays, a power supply module, and a waterproof enclosure.
==> picture [324 x 175] intentionally omitted <==
- c. System-Based Production Process
==> picture [292 x 168] intentionally omitted <==
- (a)YouBike Onboard Unit Production Process: As a highly customized product, production is carried out on a build-to-order basis. Upon receipt of the annual forecast order plan, the production control unit issues production work orders in accordance with customer requirements. The manufacturing process includes the following steps: assembly, firmware programming, IPQC, accessory packaging, final quality control (FQC), packaging, sorting, outgoing quality control (OQC), storage in the finished goods warehouse, and shipment arrangement. During the production process, quality control operations are conducted in accordance with customer specifications, international standards, and internal SOP/SIP requirements to ensure that product quality meets expectations. Through cross-departmental coordination, delivery objectives in terms of schedule,
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quality, and quantity are achieved.
-
(b) YouBike Lock Module Production Process: The smart onboard unit is installed on the U-shaped handlebar and primarily consists of a customized PCB, microcontroller, display panel, barcode generation and data reading module, wireless communication module, positioning module, and solarassisted power supply. It also includes audio alert functions to enhance operational recognition. The module provides an intuitive user interface and supports multiple rental methods, including electronic ticketing and mobile-based QR code scanning or verification code input. It can also be adapted to different deployment scenarios, supporting both docked and dockless rental models.
-
(3) Supply Status of Major Raw Materials
The Company’s main suppliers of electronic components, computer equipment, and related hardware and software are reputable domestic and international vendors. After years of collaboration, a high level of trust and a strong working relationship have been established, with stable delivery timelines and guaranteed product quality.
==> picture [312 x 109] intentionally omitted <==
- (4) Names of Customers Accounting for 10% or More of Total Purchases (Sales) in Any of the Most Recent Two Years, and the Amounts and Percentages of Such Purchases (Sales), with Explanation of Changes
Unit: NT$ thousand; %
| 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | |||
|---|---|---|---|---|---|---|---|---|
| As a | As a | |||||||
| Relationship | Relationship | |||||||
| Percentage of | Percentage of | |||||||
| Name | Amount | with the | Name | Amount | with the | |||
| Annual Net | Annual Net | |||||||
| Issuer | Issuer | |||||||
| Purchases(%) | Purchases(%) | |||||||
| 46,008 | 15.63 | None | 25,326 | 15.98 | None |
|||
| SINBON | ||||||||
| 1 | Electronics | Liu Feng Co., Ltd. | ||||||
| Co., Ltd. | ||||||||
| 32,714 | 11.11 | None | 11,815 | 7.45 | ||||
| TAIDA Precision | ||||||||
| 2 | Yaga Inc. | |||||||
| Technology Corp. | ||||||||
| 3 | Others | 215,644 | 73.26 | None | Others | 111,016 | 76.57 | |
| Net Purchase | 294,366 | 100.00 | Net Purchase | 158,522 | 100.00 |
Reasons for Changes: In 2025, the Company’s purchase amount from Liu Feng Co., Ltd. increased due to the higher demand for the deployment of smart parking sites.
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- (5) Names of Customers Accounting for 10% or More of Total Sales in Any of the Most Recent Two Years, and the Amounts and Percentages of Such Sales:
Unit: NT$ thousand
| 2024 | 2024 | 2025 | 2025 | |||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | As a Percentage of Annual Net Sales (%) |
Relations hip with the Issuer |
Name | Amount | As a Percentage of Annual Net Sales (%) |
Relations hip with the Issuer |
|
| 1 | Giant Manufacturing Co.,Ltd. |
284,090 | 35.77 | Other Related Parties |
YouBike Co., Ltd. |
230,937 | 45.48 | Other Related Parties |
| 2 | YouBike Co., Ltd. |
213,231 | 26.84 | Other Related Parties |
Giant Manufacturin gCo.,Ltd. |
46,950 | 9.25 | Other Related Parties |
| Others | 296,985 | 37.39 | None | Others | 229,902 | 45.27 | None | |
| Net Sales | 794,306 | 100.00 | - | Net Sales | 507,789 | 100.00 | - |
Reason for Changes: In 2025, the ridership of YouBike 2.0 and YouBike 2.0E across various cities and counties increased, leading to a rise in sales for bike maintenance services.
(6) Production Volume and Value for the Most Recent Two Years:
Unit: NT$ thousand
| Year Production Volume andValue |
Year Production Volume andValue |
||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2025 | ||||||
| Major Products | Capacity (Note 1) |
Production Volume |
Production Value |
Capacity (Note 1) |
Production Volume |
Production Value |
|
| AIoT Smart Service Solutions |
Electronic Payment (Note 2) |
- | - | - | - | - | - |
| Smart Devices | - | 198,325 | 284,076 | - | 172,453 | 94,420 | |
| Semiconductor Industry Solutions |
Semiconductor Sensing and Control |
- | 12,928 | 15,750 | - | 35,110 | 18,687 |
| Others | - | - | 9,234 | - | - | 9,988 | |
| Total | - | 211,253 | 309,060 | - | 207,563 | 123,095 |
Note 1: Since the Company does not have a factory, there is no production capacity or output. Note 2: Electronic payment products are service income and cannot be calculated for production volume or value.
(7) Sales Volume and Value for the Most Recent Two Years:
Unit: NT$ thousand
| Year | Year | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sales | 2024 | 2025 | |||||||
| Volume and Value | |||||||||
| Domestic Sales | Export Sales | Domestic Sales | Export Sales | ||||||
| Major Products | |||||||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | ||
| AIoT Smart Service Solutions |
Electronic Payment (Note) |
- | 326,560 | - | 5,669 |
- | 301,616 | - | 3,121 |
| Smart Devices | 198,316 |
385,990 | 9 | 207 |
145,154 | 129,025 | 7,034 | 3,684 | |
| Semiconductor Industry Solutions |
Semiconductor Sensing and Control |
12,764 |
53,430 | 164 | 1,180 |
18,407 | 52,130 | 24 | 931 |
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| Year | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | 2024 | 2025 | ||||||||||||||
| Volume and Value | ||||||||||||||||
| Major Products | Domestic Volume |
Sales Value |
Export Sales Volume Value |
Domestic Sales Volume Value |
Export Sales Volume Value |
|||||||||||
| Others | - | 21,270 | - | - | - | 17,282 | - | 7,736 | ||||||||
| Total | - | 787,250 | - | 7,056 | - | 500,053 | - | |||||||||
| Note: The Company provides services based on customer demand | and is unable to calculate sales volume; therefore, | |||||||||||||||
| sales value is only recorded by service category. | ||||||||||||||||
| Reasons for Changes: In | 2025, the | decrease in operating income compared to | 2024 was mainly | |||||||||||||
| due to the slowdown in the deployment | of | YouBike 2.0 and | YouBike 2.0E across various cities | |||||||||||||
| and counties. | ||||||||||||||||
| 3. Number of Employees for the Most Recent Two Years and up to | the Date | of | Publication of | |||||||||||||
| This Annual Report, Including | Average Years | of | Service, Average Age, and Educational | |||||||||||||
| Attainment Distribution Ratio | ||||||||||||||||
| Unit:persons; % | ||||||||||||||||
| Year | 2024 | 2025 | March 31, 2026 | |||||||||||||
| Direct Labor | 7 | 7 | 7 | |||||||||||||
| No. of Employees Indirect Labor |
172 | 165 | 171 | |||||||||||||
| Total | 179 | 172 | 178 | |||||||||||||
| Average Age | 37.19 | 37.38 | 38.1 | |||||||||||||
| Average Years of Service | 6.74 | 7.9 | 8.33 | |||||||||||||
| Doctorate | 0.56 | 0.57 | 0.56 | |||||||||||||
| Educational Attainment Distribution Ratio (%) Master’s Bachelor’s High School (or Below) |
22.91 75.98 0.56 |
21.71 77.15 0.57 |
24.16 75.28 0.00 |
4. Environmental Protection Expenditure Information
For the most recent year and up to the date of publication of this annual report, the Company has not incurred any losses (including compensation) due to environmental pollution, nor has it been found in violation of environmental regulations by environmental authorities.
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Labor Relations
-
(1) Employee Welfare Measures
- A. Employee welfare measures, continuing education and training, retirement system, labor–management agreements, and rights protection:
The Company values harmonious and stable labor relations, complies with relevant labor laws, maintains smooth communication channels, and continuously enhances employee welfare and professional development. In addition to providing mandatory national health insurance and labor insurance, as well as contributing to employee pensions in accordance with the Labor Pension Act, the Company also offers group insurance and various welfare measures, as outlined below:
(A) Employee Welfare Measures and Implementation
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-
a. An Employee Welfare Committee is established to administer marriage, funeral, and celebratory subsidies, as well as welfare activities.
-
b. A flexible working hours system is provided to enhance flexibility in work– life arrangements.
-
c. In compliance with laws, the Company provides labor insurance, health insurance, and group insurance (including accident, medical, and hospitalization coverage) from the employee’s first day of employment.
-
d. The Company provides an annual fixed subsidy for employee health checks every two years, and also appoints a nurse (monthly) and a physician (quarterly) to provide healthcare consultations.
-
e. Various social clubs are established to organize recreational activities, promote interaction among employees, and relieve work-related stress.
-
(B) Continuing Education and Training:
The Company implements internal and external training based on its annual education and training plan to enhance professional capabilities and work efficiency. The main training activities include:
-
a. New Employee Training: Introducing company culture, organizational history, work regulations, employee benefits, and environmental safety.
-
b. On-the-Job Training: Strengthening professional skills, knowledge, and management capabilities.
-
c. Professional Competency Training: Training based on business needs and assisting in obtaining relevant professional certifications.
-
(C) Retirement System and Status of Implementation:
The Company implements its retirement system in accordance with the Labor Standards Act and Labor Pension Act:
- a. Old Labor Pension System (applicable to employees hired before July 1, 2005, and foreign employees): The Company contributes 2% of the monthly salary to the Labor Retirement Reserve Fund Account and calculates pension benefits according to regulations.
- b. New Labor Pension System (applicable to employees hired on or after July 1, 2005): The Company contributes 6% of the monthly salary to the individual retirement account at the Bureau of Labor Insurance; employees may also voluntarily contribute 0–6%. The Company ensures that all contributions and payments are in full compliance with regulations and are properly managed.
-
(D) Labor–Management Agreements and Employee Rights Protection Measures The Company adheres to labor contracts, work regulations, and relevant
-
management policies, emphasizing a two-way communication and coordination mechanism. To date, there have been no significant losses caused by labor disputes.
-
B. Labor Dispute Losses: For the most recent two years and up to the date of publication of this annual report, the Company has not experienced any significant labor disputes or major losses resulting from such disputes. Given this situation, the potential loss amount for any related future occurrences is not applicable and cannot be reasonably
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estimated. The Company will continue to reduce the risk of labor disputes through a comprehensive welfare system, a positive working environment, and effective communication mechanisms.
-
Information Security Management
-
(1) Explanation of the information security risk management framework, information security policies, specific management measures, and the resources invested in information security management:
- A. Information Security Risk Management Framework
In 2021, the Company established the “Information Security and Privacy Management Promotion Team,” responsible for implementing information security management planning, building and maintaining the information security management system, coordinating the development, implementation, risk management, and compliance auditing of information security and protection-related policies. The Information Security and Privacy Management Promotion Team is chaired by the Chief Technology Officer (CTO) and includes a cross-functional project team to drive information security initiatives. Under the Information Security and Privacy Management Promotion Team, a designated information security officer is assigned to coordinate work, oversee resource allocation, and conduct supervision and management. Additionally, specialized working groups are established to manage asset inventory, risk assessment, document publication, announcements, approvals, and version control. An audit group is also set up to oversee internal audit activities. The Information Security Committee conducts an annual management review meeting to review the results of security risk analyses and discuss the appropriate protective measures and strategies to ensure the continued applicability, appropriateness, and effectiveness of the information security management system.
==> picture [401 x 165] intentionally omitted <==
The Information Security and Privacy Management Review Committee is composed of the Company’s senior management and staff, with the following roles and responsibilities:
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| Position/Role | Responsible Personnel |
Responsibilities |
| Information Security and Privacy Management Review Committee |
Composed by the Convener |
- The highest decision-making body for information security and privacy management - Approve and maintain information security and privacy management policies, and provide the resources needed for the management system - Authorize members to handle related incidents - Review management system-related plans and coordinate communication - Determine the timing of risk assessments and review assessment reports - Hold review and follow-up meetings - Review policies, management documentation and audit reports - Review related work reports and other decision-making matters - Comply with relevant regulations and ensure policy implementation |
| Convener of the Information Security and Privacy Management Review Committee |
Vice President and CTO |
- Coordinate relevant personnel to drive information security and privacy management - Review information security goals and scope of implementation - Formulate and review related policies and regulations - Supervise continuous operations drills and resource allocation - Review the resources required for corrective and preventive actions (personnel, time, budget) - Chair management reviews and all information security meetings |
| Leader of the Information Security and Privacy Management Promotion Team |
Chief Information Security Officer |
- Convene team members for management reviews and related meetings - Supervise and execute information security and privacy management tasks - Coordinate team efforts in implementing related operations - Alert, monitor, and handle information security incidents - Provide improvement suggestions and assist with self- assessments - Regularly review access control management incident records and management procedures |
| Information Security and Privacy Management Working Groups |
System Development/System Services/Customer Service Teams |
- Develop and maintain information security policies, goals, and standard operating procedures - Define and review the scope and control measures for the information security system - Establish and maintain business continuity plans - Manage related documents and records - Formulate and implement training programs and awareness activities - Develop and implement risk management systems and continuously assess effectiveness - Implement decisions made by the review committee and follow up on audit improvements - Assist with external audit operations |
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| Position/Role | Responsible Personnel |
Responsibilities |
| Incident Reporting and Handling Group |
Task Group | - Detect, analyze, handle, and prevent information security incidents - Establish emergency response and recovery measures - Monitor, record, and investigate information security incidents - Handle incident reports and processing |
| Audit Group | External Consultants | - Develop audit plans and assess the implementation of information security operations - Write audit reports and follow up on corrective actions - Evaluate and review the effectiveness of internal audits |
B. Resources Invested in Information Security Management
| Item | Management Objective | Specific Management Measures |
| 1 | Prevent unauthorized access and leakage of the Company’s system processes and personal data. |
- Regularly check system access permissions to ensure that the permission application and review processes comply with regulations and internal policies. - Conduct penetration tests on critical systems annually, fix medium and high-risk vulnerabilities, and pass retesting. - Use social engineering drills and on-site inspections of employee work habits to reduce potential risks, and conduct training and review announcements on vulnerabilities. |
| 2 | Ensure the integrity of the Company’s system processes and information processing results. |
- Continuously monitor the stability of critical host systems to ensure system availability remains above 98%. - Regularly inspect the information security incident reporting process to ensure the number of incidents at level 3 or higher meets standards and can be quickly handled. |
| 3 | Ensure the physical security of the data center and the safety of network equipment to minimize service disruption. |
- Conduct daily internal inspections of the data center and external inspections quarterly, and fully record the inspection results. - Implement access control management to ensure all data center entries and exits are registered and comply with regulations. - Regularly conduct system backup and recovery drills to ensure backup availability and record testing results. |
| 4 | Ensure network infrastructure service security of the data center and reduce service disruptions due to accidents. |
- Check antivirus software installation and virus definition updates annually to ensure comprehensive protection and compliance with the latest threat prevention requirements. - Regularly conduct information security health checks, including password policy inspections and system vulnerability updates, to enhance overall protection capability. - Arrange annual business continuity drills to test the contingency plan and optimize areas for improvement. |
| 5 | Ensure ISMS and PIMS implementation according to organizational policies and procedures, and avoid violations of relevant legal requirements |
- Regularly hold information security meetings and management reviews to continuously evaluate the impact of internal and external issues on the information security system. - Continue to promote employee training to ensure that all personnel are familiar with information security and personal data protection regulations. - Review contract clauses to ensure they include personal data protection issues, and conduct internal audits to ensure compliance with personal data collection, processing conditions, and data subject rights. |
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- C. Information Security Policy
The Company’s information security and privacy management efforts are based on a systematic risk assessment and risk management approach, with a balanced focus on both management and technical measures to implement risk control. All employees are required to integrate these measures into their daily work to achieve the following goals, in alignment with the Company’s information security and privacy management objectives:
-
(A) Prevent unauthorized access and leakage of internal data classified above a certain level.
-
(B) Ensure the integrity and accuracy of the Company’s information processing and results.
-
(C) Maintain the continuous operation of the Company’s information systems and business processes.
-
(D) Ensure that the collection, processing, use, and international transfer of personal data in the Company’s operations comply with legal and regulatory requirements.
The roles, responsibilities, and related regulations for the Company’s employees in information security and privacy management shall be outlined in management regulations, procedures, and operating processes. Through a formal announcement process, relevant personnel shall be instructed to understand and familiarize themselves with the Company’s information security and privacy management standards before executing their duties, ensuring compliance and proper implementation. Employees, outsourced vendors, suppliers, or any entities involved in the Company’s business operations and handling information assets related to confidentiality or the collection, processing, use, and international transfer of personal data must sign confidentiality agreements. This ensures that they understand that all information obtained during their employment or engagement with the Company is the Company’s asset, and they are not permitted to use this information for unauthorized purposes, demonstrating the Company’s commitment to maintaining information security and privacy management.
- D. Specific Management Measures
The Company integrates information security risk management during the development stage to ensure that products and systems meet information security requirements:
-
(A) Penetration Testing and Vulnerability Scanning: Regularly test system vulnerabilities and patch potential security risks.
-
(B) Packet Transmission Encryption (TLS/SSL): Ensure data security during transmission and prevent man-in-the-middle attacks.
-
(C) Database Encryption: Encrypt sensitive data (such as user information and transaction data) to ensure data confidentiality.
-
(D) Code Security Testing: Incorporate security analysis tools (SAST, SCA, SonarQube) during development to provide engineers with vulnerability detection reports, helping to avoid programming flaws.
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- (E) Automated Testing and Security Protocol Implementation: Ensure system stability and reduce security risks.
-
E. Information Security Monitoring and Risk Response Mechanisms
-
(A) Continuous Monitoring and Anomaly Detection: Real-time monitoring of system operations to identify abnormal behaviors and trigger alerts. Through log monitoring and auditing mechanisms, all system operations are traceable, ensuring that anomalous behaviors can be detected and handled immediately.
-
(B) Communication Security Integration: Integrate alert messages into communication software to ensure real-time notifications and rapid response.
-
(C) Endpoint Protection (MDR): Use MDR solutions from international vendors to ensure endpoint security and prevent malware attacks.
-
(D) Two-Factor Authentication (2FA): Implement 2FA for all internal systems to reduce the risk of account theft and ensure that sensitive company information remains secure.
-
-
F. Information Security and Operational Continuity
-
(A) Information Security Technology Infrastructure: Deploy MDR endpoint protection, penetration testing, vulnerability scanning, database encryption, key management, and operational system monitoring mechanisms.
-
(B) Personnel and Professional Training: Assign professional information security managers and regularly train internal staff to raise awareness of information security protection.
-
(C) System Upgrades and Infrastructure Strengthening: Upgrade storage and server equipment (All-Flash Storage SSD) to improve operational performance and information security defenses.
-
(D) Regulatory Compliance Maintenance: Obtain and maintain ISO 27001 (Information Security Management) and ISO 27701 (Personal Data Management) international certifications to ensure compliance with international regulations and standards.
-
-
(2) State the losses, potential impacts, and response measures due to major information security incidents in the most recent year up to the date of publication of this annual report. If such losses, potential impacts, and response measures cannot be reasonably estimated, the facts regarding the inability to estimate should be explained: None.
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7. Important Contracts
| Item | Nature of Contract |
Contracting Party | Contract Period | Main Content | Restrictive Clauses |
|---|---|---|---|---|---|
| 1 | Operation Contract |
YouBike Co., Ltd. | From 2024/12/03, until the last day of operation in each countyand city |
Engagement for development and maintenance services (various counties and cities) |
None |
| 2 | Sales Contract (Sales) |
Giant Manufacturing Co., Ltd. |
Effective from 2018/10/1, currently in effect |
Supplier procurement contract, the actual transaction content is based on purchase orders. |
None |
| 3 | Service Contract |
Liu Feng Co., Ltd. |
Effective from 2025/02/12, currentlyin effect |
Outsourced construction of large parking lots in counties and cities |
None |
| 4 | Procurement Contract (Purchasing) |
Yaga Inc. | Effective from 2023/08/29, currently in effect |
The Company purchases and commissions Yaga Electronics to manufacture products, all based onpurchase orders. |
None |
| 5 | Loan Agreement |
Chang Hwa Bank | 2025/02/13 – 2026/02/28 |
Credit loan | None |
| 6 | Loan Agreement |
Mega Bank | 2025/09/25 – 2026/09/30 |
Credit Loan | None |
| 7 | Loan Agreement |
Bank of Taiwan | 2025/04/28 – 2026/04/28 |
Credit loan | None |
| 8 | Loan Agreement |
Taishin International Bank |
2025/11/18 – 2026/10/31 |
Credit loan | None |
| 9 | Lease Agreement |
KGI Life Insurance CompanyLimited |
2023/06/01 – 2028/05/31 |
Taichung office lease agreement |
None |
| 10 | Lease Agreement |
EL tech Co., Ltd. | 2023/06/01 – 2025/05/31 |
Taipei office sublease | None |
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-
V. Financial Condition and Financial Performance Review and Risk Items
-
Financial Condition: The main reasons for significant changes in assets, liabilities, and equity over the most recent two years, and their impact. If the impact is significant, future response plans should be developed.
| plans should be developed. | plans should be developed. | plans should be developed. | ||
|---|---|---|---|---|
| Unit: NT$thousand | ||||
| Year Item |
2024 | 2025 | Increase (Decrease) | |
| Amount | Percentage (%) | |||
| Current assets | 1,085,512 | 1,090,759 | 5,247 | 0.48 |
| Property, plant and equipment | 25,415 | 58,255 | 32,840 | 129.22 |
| Investments accounted for using the equitymethod |
26,243 | 44,001 | 17,758 | 67.67 |
| Intangible assets | 9,058 | 11,409 | 2,351 | 25.95 |
| Other assets | 156,161 | 409,936 | 253,775 | 162.51 |
| Total assets | 1,302,389 | 1,614,360 | 311,971 | 23.95 |
| Current liabilities | 165,678 | 141,074 | (24,604) | (14.85) |
| Non-current liabilities | 113,570 | 179,070 | 65,500 | 57.67 |
| Total liabilities | 279,248 | 320,144 | 40,896 | 14.65 |
| Equity attributable to owners of the parent |
1,023,141 | 1,294,216 | 271,075 | 26.49 |
| Share capital | 500,578 | 553,700 | 53,122 | 10.61 |
| Capital surplus | 333,000 | 623,709 | 290,709 | 87.30 |
| Retained earnings | 187,056 | 115,970 | (71,086) | (38.00) |
| Other equity | 2,507 | 837 | (1,670) | (66.61) |
| Total equity | 1,023,141 | 1,294,216 | 271,075 | 26.49 |
| State the main reasons for significant changes in assets, liabilities, and equity items in the most recent two years (where the changes in the previous and current periods exceed 20%, and the amount exceeds NT$10 million), their impact, and future response plans. 1. Main Reasons for Significant Changes and Their Impact: (1) Increase in Property, Plant, and Equipment: Due to land preparation costs incurred for the development of self-operated parking lot businesses. (2) Increase in Investments Accounted for Using the Equity Method: Due to a cash capital increase by the affiliated company, TSS Holdings Ltd. (3) Increase in Other Assets: Due to prepaid land rental and purchase payments for the development of self- operated parking lot businesses. (4) Increase in Total Assets: Due to the development of self-operated parking lot businesses, capital increase in affiliated companies, and land purchases. (5) Increase in Non-Current Liabilities: Due to lease liabilities related to land rental for the development of self-operated parking lot businesses. (6) Increase in Equity Attributable to the Parent: Due to cash capital increase and employee stock subscriptions. (7) Increase in Capital Surplus: Due to cash capital increase and employee stock subscriptions. (8) Decrease in Retained Earnings: Due to the distribution of cash dividends for the year 2024. (9) Increase in Total Equity: Due to cash capital increase and employee stock subscriptions. 2. Future Response Plans for Significant Changes: The above changes have not had a significant adverse impact on the Company, and the Company’s overall performance has not shown any major abnormalities. Therefore,no responseplan is deemed necessary. |
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-
Financial Performance: The main reasons for significant changes in operating revenue, operating profit, and pre-tax profit over the most recent two years, the expected sales volume and its basis, the potential impact on the Company’s future financial and business performance, and response plans.
-
(1) Main Reasons for Significant Changes in Operating Revenue, Operating Profit, and Pre-tax Profit over the Most Recent Two Years
Unit: NT$ thousand
| Year Item |
2024 | 2025 | Increase (Decrease) | Increase (Decrease) |
|---|---|---|---|---|
| Amount | Percentage (%) | |||
| Operating revenue | 794,306 | 507,789 | (286,517) | (36.07) |
| Gross profit | 446,541 | 346,164 | (100,377) | (22.48) |
| Operating income | 155,565 | 30,978 | (124,587) | (80.09) |
| Non-operating income and expenses | 25,429 | 9,544 | (15,885) | (62.47) |
| Income before tax | 180,994 | 40,522 | (140,472) | (77.61) |
| Net profit (loss) for the period | 151,582 | 29,030 | (122,552) | (80.85) |
| Other comprehensive income for the period | 6,665 | (1,670) | (8,335) | (125.06) |
| Total comprehensive income for the period | 158,247 | 27,360 | (130,887) | (82.71) |
| Basic earnings per share (NT$) | 3.33 | 0.55 | (2.78) | (83.48) |
| Diluted earnings per share (NT$) | 3.33 | 0.55 | (2.78) | (83.48) |
| Explanation of Major Changes for Items That Have Changed More Than 20% and Exceeded NT$10 Million: Due the completion of the YouBike 2.0 project and the TPASS Executive Yuan Commuter Pass policy project, both of which concluded in 2024. |
- (2) Expected Sales Volume and Basis, Potential Impact on the Company’s Future Financial and Business Performance, and Response Plans
Based on the current year’s sales performance, market demand, and industry trends, the Company has established its sales targets for the next fiscal year. It is anticipated that the Company will achieve a certain level of growth and maintain strong financial performance.
-
Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year.
-
(1) Analysis of Cash Flow Changes for the Most Recent Year
| Company has established its sales targets for the next fiscal year. It is anticipated that the Company will achieve a certain level of growth and maintain strong financial performance. 3. Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year. (1) Analysis of Cash Flow Changes for the Most Recent Year |
Company has established its sales targets for the next fiscal year. It is anticipated that the Company will achieve a certain level of growth and maintain strong financial performance. 3. Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year. (1) Analysis of Cash Flow Changes for the Most Recent Year |
Company has established its sales targets for the next fiscal year. It is anticipated that the Company will achieve a certain level of growth and maintain strong financial performance. 3. Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year. (1) Analysis of Cash Flow Changes for the Most Recent Year |
Company has established its sales targets for the next fiscal year. It is anticipated that the Company will achieve a certain level of growth and maintain strong financial performance. 3. Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year. (1) Analysis of Cash Flow Changes for the Most Recent Year |
Company has established its sales targets for the next fiscal year. It is anticipated that the Company will achieve a certain level of growth and maintain strong financial performance. 3. Cash Flow: Analysis of Cash Flow Changes for the Most Recent Year, Plan to Improve Insufficient Liquidity, and Cash Flow Liquidity Analysis for the Next Year. (1) Analysis of Cash Flow Changes for the Most Recent Year |
|---|---|---|---|---|
| Unit: NT$thousand | ||||
| Year Item |
2024 | 2025 | Increase (Decrease) Amount |
Increase (Decrease) Percentage |
| Net cash flow(outflow)from operatingactivities | 153,468 | 175,761 | 22,293 | 14.53 |
| Net cash flow(outflow)from investingactivities | (356,467) | (288,449) | 68,018 | 19.08 |
| Net cash flow(outflow)from financingactivities | 243,848 | 200,698 | (43,150) | (17.70) |
| Analysis of Cash Flow Changes: 1. Increase in Net Cash Flow from Operating Activities: This is primarily due to the favorable recovery of receivables in 2025. 2. Decrease in Net Cash Outflow from Investing Activities: This is mainly due to a reduction in investments in time deposits with a maturity exceeding three months in 2025. 3. Decrease in Net Cash Flow from Financing Activities: This is primarily due to the higher amount of cash dividendspaid in 2025. |
- (2) Plan to Improve Insufficient Liquidity: The Company has not encountered any liquidity insufficiency.
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- (3) Cash Flow Liquidity Analysis for the Next Year (2026)
Unit: NT$ thousand
| Opening cash balance |
Projected annual net cash flow |
Projected annual net cash flow from |
Cash surplus (shortfall) |
Remedial measures for projected cash shortfall |
Remedial measures for projected cash shortfall |
|---|---|---|---|---|---|
| Investment plan | Financing plan | ||||
| from |
investing and |
||||
| operating activities |
financing activities | ||||
| 288,455 | 98,143 | (104,295) | 282,303 | Not applicable | Not applicable |
| Analysis of Cash Flow Changes for the Current Year: 1. Operating Activities: Primarily due to growth in operating revenue and expanded business operations, with cash inflow from accounts receivable collections. 2. Investing and Financing Activities: Primarily due to cash dividends paid and net cash inflow from a capital increase. 3. Planned Remedial Measures for Cash Shortfall and Liquidity Analysis: There are no expected cash shortfalls, so this is not applicable. |
4. Impact of Major Capital Expenditures on Financial and Business Performance
The Company had no major capital expenditures in 2025, so there was no significant impact on financial or business performance.
-
Reinvestment Policy for the Most Recent Year, the Main Reasons for Profit or Loss, Improvement Plans, and Investment Plans for the Next Year.
-
(1) Reinvestment Policy
The Company’s reinvestment policy is based on considerations of sustainable operations and business growth. In accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” set by the competent authorities, the Company has established a “Procedures for Acquisition or Disposal of Assets” as the basis for its reinvestment activities in order to monitor the relevant business and financial conditions.
- (2) Main Reasons for the Profit or Loss from Reinvestments in the Most Recent Year and Improvement Plans
Unit: NT$ thousand
| Investee Company | Main Business Activities |
Investment (Loss) Recognized in 2025 |
Main Reasons for Profit or Loss |
Improvement Plans |
|---|---|---|---|---|
| Microprogram Information Technology (Kunshan) Co., Ltd. |
Sales of electronic products and related products |
(2,069) | No increase in public bicycle operation stations, and hardware sales remained unchanged. |
Plan to expand into the semiconductor market in mainland China, increasing operating revenue. |
| TSS Holdings Limited | General investment and investment consulting businesses |
(181) | The investment in overseas company operations was not profitable. |
The client base served by the overseas company will gradually improve after mass production, while also expanding into other types of clients. |
- (3) Investment Plan for the Next Year: None.
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-
Risk Items: Analysis and Evaluation of the Following Matters for the Most Recent Year and Up to the Date of Publication of This Annual Report
-
(1) Impact of Interest Rate, Exchange Rate Changes, and Inflation on the Company’s Profit and Loss and Future Response Measures.
-
A. Impact of Interest Rate Changes on the Company’s Profit and Loss and Future Response Measures: In 2024 and 2025, the Company’s interest expenses were NT$431 thousand and NT$0, respectively, accounting for 0.05% and 0% of the operating revenue for each year, and 0.24% and 0% of pre-tax net profit for each year. Therefore, the impact of interest rate changes on the Company’s profits is limited. Based on prudent and conservative financial management principles, the Company’s finance personnel maintain close communication with partner banks, constantly monitor interest rate fluctuations, and regularly assess bank deposit rates. They also evaluate the impact of changes in financial market interest rates on the Company’s funds and make timely adjustments to idle fund positions to manage responses to interest rate changes.
-
B. Impact of Exchange Rate Changes on the Company’s Profit and Loss and Future Response Measures: The Company’s finance personnel continue to strengthen their awareness of foreign exchange risk hedging and maintain close contact with banks to stay updated on the latest exchange rate information. This allows the Company to assess future exchange rate trends and adjust its foreign currency positions accordingly. At the same time, appropriate measures are taken to mitigate the impact of exchange rate risk.
-
C. Impact of Inflation on the Company’s Profit and Loss and Future Response Measures: The Company’s services and products are not sold to general consumers, so inflation does not have an immediate direct impact on the Company. In the past, profits and losses have not been significantly affected by inflation. Going forward, the Company will closely monitor market price fluctuations. If inflation leads to increased costs, the Company will adjust sales prices appropriately and manage cost changes to mitigate the risk of profit and loss impacts due to cost fluctuations.
-
-
(2) Policy, Main Reasons for Profit or Loss, and Future Response Measures for Engaging in High-Risk, High-Leverage Investments, Lending Funds to Others, Endorsements and Guarantees, and Derivative Transactions:
Based on the principle of prudence and a practical management philosophy, the Company focuses on business operations. As of the date of publication of this report, the Company has not engaged in high-risk, high-leverage investments, derivative transactions, lending funds to others, or providing endorsements and guarantees. If the Company engages in such transactions in the future, it will follow the established “Procedures for Lending Funds to Others and Making Endorsements/Guarantees” and “Procedures for Acquisition or Disposal of Assets,” and comply with relevant legal requirements for public disclosure and reporting. The Company does not currently implement derivative financial product trading strategies, and if engaged in the future, will do so in accordance with relevant regulations.
-
(3) Future R&D Plans and Estimated R&D Expenses
-
A. Future R&D Plans: Building on existing advantages, the Company continuously enhances its technical capabilities and develops marketable, future-oriented products based on market trends and customer needs, aiming to further improve competitiveness.
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The future development of the Company’s products is as follows:
- (A) Continuous Investment in Research and Development of the Electric-Assisted Bicycle (E-Bike) Market: With the increasing global demand for eco-friendly transportation, the electric-assisted bicycle market is experiencing rapid growth. The Company is committed to the integration of the E-Bike’s three core systems (motor, battery, and electronic control), providing system integration services for bicycle motors, batteries, and electronic control core kits. The target customers are bicycle brands and leasing system providers. Therefore, the Company will invest more resources into developing more advanced electronic control systems, battery management systems, and smart functions incorporating IoT technologies, such as GPS positioning, anti-theft systems, and riding data analytics, to enhance product competitiveness.
- (B) Deepening Collaboration with Semiconductor Equipment Suppliers to Develop More Advanced Sensor and Control Technologies: The global semiconductor industry is highly competitive, with a growing demand for advanced processes and highly efficient equipment. The Company will invest more resources in developing higher precision semiconductor equipment control systems and automation solutions. For example, developing sensors for more advanced processes (e.g. below 10nm, COWOS processes) and finer environmental sensing equipment, such as gas flow and vibration sensors, can help improve the stability and reliability of semiconductor process equipment and enable the development of more precise environmental monitoring technologies, thereby meeting market demands and maintaining a competitive edge.
- (C) Continued Enhancement of AI Technology to Improve Service System Intelligence: AI technology has become the core of continuous growth in all industries. The Company continues to deepen its AI technology research and development, effectively applying it across various industries, such as AI-powered customer service in parking lots, AI recognition technologies, and semiconductor system predictions. This will help improve the Company’s R&D capabilities and enable effective use in various services to enhance intelligent capabilities.
-
B. Estimated R&D Expenses: The Company’s R&D expenses will be gradually allocated based on the development progress of new products and technologies. As sales grow, the Company plans to progressively increase its R&D expenses. Additionally, the Company will adjust continuous investments based on the progress and results of R&D activities to support future R&D plans and maintain core technologies, thereby enhancing market competitiveness.
-
(4) Impact of Domestic and International Policy and Legal Changes on the Company’s Financial and Business Operations and Response Measures.
The Company’s daily operations are conducted in compliance with relevant domestic and international laws and regulations. The Company closely monitors domestic and international policy developments and regulatory changes to fully understand market environment shifts and proactively propose appropriate response measures. For the most recent year and up to the date of publication of this annual report, the Company has not been affected by any significant domestic or international policy or legal changes that have impacted its financial or business operations.
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- (5) Impact of Technological Changes (Including Information Security Risks) and Industry Changes on the Company’s Financial and Business Operations and Response Measures.
The Company constantly monitors technological changes, technical developments, and the evolution of information security risks within its industry. By staying attuned to market trends and industry information, the Company adjusts its service and product offerings to meet market demands, maintain competitiveness, and enhance information security measures to mitigate security risks. For the most recent year and up to the date of publication of this annual report, there have been no significant impacts on the Company’s financial or business operations due to major technological changes (including information security risks) or industry changes.
- (6) Impact of Corporate Image Changes on Crisis Management and Response Measures
Since its establishment, the Company has focused on its core business operations, complied with relevant laws and regulations, and actively strengthened internal management to improve management quality and performance. This has helped maintain a strong corporate image and increase customer trust in the Company. For the most recent year and up to the date of publication of this annual report, the Company has not experienced any operational crises due to changes in its corporate image. However, the occurrence of a corporate crisis could potentially cause significant damage to the Company. Therefore, the Company will continue to implement corporate governance requirements to reduce the occurrence of business risks and their impact on the Company.
- (7) Expected Benefits, Potential Risks, and Response Measures for Mergers and Acquisitions
The Company has no plans to acquire other companies in the most recent year and up to the date of publication of this annual report. However, if there are any future acquisition plans, they will be conducted in accordance with the Company’s “Procedures for Acquisition or Disposal of Assets,” maintaining a prudent evaluation approach to ensure the protection of the Company’s interests and shareholders’ rights.
- (8) Expected Benefits, Potential Risks, and Response Measures for Expanding Factory Facilities
The Company has not undertaken any factory expansion activities in the most recent year and up to the date of publication of this annual report.
-
(9) Risks and Response Measures Related to Concentration in Purchases or Sales
-
A. Purchasing Risks: The Company’s suppliers are primarily reputable domestic and international vendors. After years of collaboration, a high level of trust and a strong working relationship have been established, with stable delivery timelines and guaranteed product quality. The Company will continue to actively seek reliable new suppliers to mitigate the risk of purchasing concentration. For the most recent year and up to the date of publication of this annual report, there have been no issues related to concentration in purchasing.
-
B. Sales Risks
The Company’s net sales for the years 2023, 2024, and 2025 were NT$677,525 thousand, NT$794,306 thousand, and NT$507,789 thousand, respectively. Of these amounts, sales to the Giant Group were NT$462,960 thousand, NT$503,006 thousand, and NT$279,064 thousand, accounting for 68.33%, 63.33%, and 54.96% of total sales, respectively. This shows that the Company’s sales revenue in the past three years had a
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sales concentration exceeding 60%, with a high degree of dependency on the Giant Group. Such sales concentration risks may expose the Company to significant operational risks if there are fluctuations in the Giant Group’s business or changes in the relationship. To mitigate these risks, the Company will actively expand its customer base to achieve diversification of its clientele. First, the Company has established a long-term and stable partnership with the Giant Group and is actively seeking other overseas market opportunities, particularly focusing on areas beyond the public bicycle rental system.
Additionally, the Company provides components and system integration services for small and medium-sized shared electric bicycle brands. The Company not only focuses on the integration of shared electric bicycle services but has also developed key technologies, including E-Bike smart devices, IoT systems, and smart vehicle systems. It continues to collaborate with other bicycle manufacturers to promote cross-industry cooperation and product innovation, striving to establish its own brand influence in the global market, thereby mitigating sales concentration risks. On the other hand, to further reduce sales concentration risk, the Company is actively expanding into the semiconductor industry market. Through its investment in TTS Holdings Limited and participation in the local semiconductor supply chain alliance, the Company is applying wireless sensing technology to the semiconductor and other high-tech industries, driving smart manufacturing solutions and improving the precision and durability of semiconductor process equipment. These measures not only help the Company expand its market share but also enable closer partnerships with key customers in the semiconductor industry.
-
(10) Impact, Risks, and Response Measures Regarding the Large Transfer or Change of Shares Held by Directors, Supervisors, or Major Shareholders Holding More than 10% of Shares For the most recent year and up to the date of publication of this annual report, there have been no significant impacts on the Company’s operations caused by the transfer or change of shares held by the Company’s directors, supervisors, or major shareholders holding more than 10% of shares.
-
(11) Impact, Risks, and Response Measures Regarding Changes in Control of the Company For the most recent year and up to the date of publication of this annual report, there
-
have been no changes in the control of the Company.
-
(12) The Company shall disclose any significant litigation, non-litigation, or administrative disputes that have been finalized or are still pending involving the Company, its directors, supervisors, general manager, de facto responsible persons, major shareholders holding more than 10% of the shares, and its subsidiaries, where the outcome could have a significant impact on shareholder equity or securities prices. The disclosure should include the disputed facts, the subject amount, the litigation start date, the main parties involved, and the status of the case as of the publication date of this annual report.In the most recent fiscal year and up to the date of this annual report, the Company has had no such incidents.
-
(13) Other Significant Risks and Response Measures: None
-
Other Important Matters: None
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VI. Special Notes
-
Information on Affiliated Enterprises
-
(1) Consolidated Business Report of Affiliated Enterprises
- A. Affiliated Enterprises Organizational Chart
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B. Basic Information of Affiliated Enterprises
Unit: NT$ (RMB) thousand
| Name of Affiliate | Date of Establishme nt |
Address | Capital | Main Business Activities |
|---|---|---|---|---|
| Microprogram Information Technology (Kunshan) Co., Ltd. |
2016/5/18 | Room 005, 2nd Floor, YunKun Building, No. 8 ChuangYe Road, Kunshan Economic and Technological Development Zone, Jiangsu Province |
RMB 3,280 | 1. Information technology development 2. Software development and consultancy 3. Network equipment 4. Mechanical equipment 5. Electronicproducts |
| TSS Holdings Limited |
2023/7/27 | 4F, No. 172, Sec. 2, Minsheng E. Rd., Zhongshan Dist., Taipei City |
330,598 | 1. General investment 2. Investment consulting 3. Investment advisory services |
C. Industries Covered by the Overall Operations of Affiliated Enterprises
| Name of Affiliate | Main Business Activities | Intercompany Responsibilities |
| Microprogram Information Technology (Kunshan) Co., Ltd. |
1. Information technology development 2. Software development and consultancy 3. Network equipment 4. Mechanical equipment 5. Electronicproducts |
Responsible for mainland China- related business matters |
| TSS Holdings Limited | 1. General investment 2. Investment consulting 3. Investment advisoryservices |
Investment company |
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D. Affiliated Enterprises Operational Overview
Unit: NT$/RMB thousand; Earnings per Share (NT$/RMB)
| Name of Affiliate | Currency | Capital | Total Assets |
Total Liabilities |
Net Worth |
Operating Revenue |
Operating Income |
Net Income (Loss) After Tax For the Period |
Earnings per Share (NT$/RMB) |
|---|---|---|---|---|---|---|---|---|---|
| Microprogram Information Technology (Kunshan) Co., Ltd. |
RMB | 3,280 |
13,488 |
41 |
13,447 |
726 |
(908) |
(478) |
Note 1 |
| TSS Holdings Limited |
NT$ | 330,598 | 354,941 | 2,650 |
352,000 | 5,068 |
(3,473) |
(1,451) | (0.4) |
Note 1: Microprogram (Kunshan) Co., Ltd. is registered in China as a limited liability company with no issued shares, therefore earnings per share are not calculated.
-
(2) Consolidated Financial Statements of Affiliated Enterprises: The companies required to be included in the preparation of the consolidated financial statements of affiliated enterprises are the same as those required to be included in the consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard (IFRS) No. 10. Therefore, there is no need to prepare separate consolidated financial statements for affiliated enterprises.
-
(3) Affiliation Report: The Company is not a subsidiary of another company and is therefore not required to prepare an affiliation report.
-
(4) Consolidated Financial Statements of Affiliated Enterprises and Affiliation Report: Please refer to the Company’s consolidated financial report on the Market Observation Post System (MOPS). MOPS Link: https://mops.twse.com.tw/mops/#/web/home
-
Subsidiaries’ Holding or Disposal of the Company’s Shares for the Most Recent Year and Up to the Date of Publication of This Annual Report: Not applicable.
-
Other Necessary Supplementary Information: None.
-
Matters in the Most Recent Year and Up to the Date of Publication of This Annual Report that Have Had a Significant Impact on Shareholder Equity or Securities Prices as Defined in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act: None.
Microprogram Information Co., Ltd.
Chairman: Teng-Yan Wu
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