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MVI — Annual Report 2025
Apr 30, 2026
52016_rns_2026-04-30_21d0760e-4339-491a-b46a-6593d2d89d18.pdf
Annual Report
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Stock Code: 2342
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2025
Annual report
Printed on March 31, 2026
Website for annual report inquiries: http://mops.twse.com.tw http://www.mosel.com.tw
I. Name, position title, contact number and email of spokesperson and acting spokesperson
Company Spokesperson Name: Chien-Chih Lu Title: General Manager Telephone: (03)578-3344 Email:[email protected]
Acting Spokesperson Name: Chi-Ta Teng Title: Deputy General Manager Telephone: (03)578-3344 Email:[email protected]
II. Company Address and Phone Number:
Headquarters
Company Address: No. 1, Yanxin 1st Rd., Hsinchu Science Park, Hsinchu City 300 Telephone: (03)578-3344
III. Name, address, and contact number for the share registrar:
Taishin Securities Shareholder Services Department
Address: B1, No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City 104 Telephone: (02)2504-8125
Website: http://www.tssco.com.tw
IV. Name, accountancy firm, address, website and the telephone number of the certified public accountants of the latest annual financial report:
Name of CPAs: Shu-Chien Pai and Cheng-Han Chiang
Name of Accounting Firm: PricewaterhouseCoopers (PwC) Taiwan
Address: 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City 11012 Telephone: (02)2729-6666
Website: http://www.pwc.com.tw
V. Company website:
http://www.mosel.com.tw
2025 Table of Contents
One. Shareholders' Report
| One. S | hareholders' Report | 1 |
| Two. Corporate Governance Report | 5 | |
| I. | Information on Directors and managers | 5 |
| II. | Operation of corporate governance | 17 |
| III. | Information on CPA professional fees | 46 |
| IV. | Information on changes to CPA details | 46 |
| V. | Information on the Chairman, General Manager, and managerial officers responsible for finance | |
| or accounting affairs of the Company having served in the accounting firm to which the | ||
| certifying CPAs belong or its affiliated enterprises within the most recent year | 46 |
or accounting affairs of the Company having served in the accounting firm to which certifying CPAs belong or its affiliated enterprises within the most recent year |
the 46 |
|
|---|---|---|
| VI. | Transfer of shareholding and changes in share pledging by directors, managerial officers, | and |
| shareholders holding more than 10% of the shares | 46 | |
| VII. | Information on relationships among the top ten shareholders, including spouses and second | |
| degree relatives or closer, among the top ten shareholders | 47 | |
| VIII. | The total number of shares and total equity stake held in any single enterprise by the company, | |
| its directors, managers, and any companies controlled either directly or indirectly by | the | |
| company | 48 | |
| Three. Capital Raising Activities | 49 | |
| I. | Capital and shares | 49 |
| II. | Corporate bonds | 53 |
| III. | Preferred shares | 53 |
| IV. | Global depository receipts | 53 |
| V. | Employee stock warrants | 53 |
| VI. | Issuance of RSAs | 53 |
| VII. | New shares issued upon merger or acquisition or acquisition of another company’s shares | 55 |
| VIII. | Implementation of Capital Allocation Plans | 55 |
| Four. Overview of Operations | 56 | |
| I. | Information on business | 56 |
| II. | Overview of the market and production and sales | 64 |
| III. | Employees | 69 |
| IV. | Information on environmental protection expenditure | 69 |
| V. | Labor-management relations | 74 |
| VI. | Cybersecurity management | 77 |
| VII. | Important contracts | 79 |
| Five. Review and analysis of financial status and financial performance and risk management | 80 | |
| I. | Financial Position | 80 |
| II. | Financial Performance | 81 |
|---|---|---|
| III. | Cash flow | 82 |
| IV. | Impacts from Major Capital Expenditures to the Financials in the Most Recent Year | 82 |
| V. | Reinvestment policy in the most recent year, main reasons for profit or loss, improvement plans, | |
| and investment plans for the coming year | 82 | |
| VI. | Risk Matters | 82 |
| VII. | Other important matters | 87 |
| Six. Special Notes | 88 | |
| I. | Information on Affiliated Enterprises | 88 |
| II. | Private Placements of Securities | 89 |
| III. | Circumstances where subsidiaries held or disposed of the Company's shares | 89 |
| IV. | Other Necessary Supplementary Explanations | 89 |
| V. | Matters having a material impact on shareholders' equity or the price of securities as stipulated | |
| in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act | 89 |
One. Shareholders' Report
Dear shareholders,
In 2025, the global power semiconductor market experienced a major shift. Affected by slow demand, inventory reduction, and the expansion of mature process capacity in China coupled with aggressive pricing strategies, 8-inch and 12-inch semiconductor foundries became the primary players in the global power semiconductor foundry market. Capacity from China’s 8-inch and 12-inch foundries also gradually became an integral part of the mainstream foundry supply chain. In this environment, Mosel Vitelic maintained a capacity utilization rate of over 90% in the first half of the year, and around 85% in the second half. A series of economic and trade policies enacted by US President Trump have become the biggest factor affecting Mosel Vitelic’s revenue and profits. First, the announcement of tariffs on the U.S. impacted Mosel Vitelic, as approximately 15% of its customers are directly or indirectly based in the U.S. This announcement led customers primarily targeting the U.S. market to adopt a wait-and-see approach, causing orders to decline and revenue growth to slow. The second is the impact of the USD exchange rate. The USD exchange rate fluctuated greatly starting in the second quarter, dropping from 32 to 29 and then gradually recovering to 31 by the end of the year, resulting in a sharp decline in revenue for Mosel Vitelic, whose income was mainly denominated in USD. Looking at the full-year shipment volume for 2025, which totaled 540,000 pieces compared to 492,600 pieces in 2024, total shipments increased by approximately 9.6%. The product mix in 2025 was also similar to that of 2024. However, due to changes in tariffs and exchange rates, NTD revenue converted from USD revenue declined significantly, and Mosel Vitelic ultimately reported a loss.
In terms of major customers, automotive customers continued to be the main driver of orders and revenue, including those of our major shareholders, which experienced a significant volume increase in the first half of the year, exceeding the annual budget. However, revenue and profits were still constrained in the second half of the year due to the impact of tariffs and exchange rates, despite orders and shipments surpassing budgeted amounts.
The operational target of Mosel Vitelic for 2025 was set at NT$1.997 billion. Thanks to the team’s efforts and the support of all customers, the year-end revenue reached NT$2.04 billion, meeting the target and exceeding the NT$1.89 billion revenue of 2024 by 7.6%. However, due to the impact of tariffs and fluctuations in the USD exchange rate, the gross profit margin in 2025 was 14.9%, down from 20.7% in 2024. The operating loss for the year was approximately NT$87 million,
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and the net loss after tax for the whole year was approximately NT$77 million, resulting in a loss per share of NT$ 0.49.
Outlook for 2026: Mosel Vitelic’s sales team is actively developing new customers, and the technology team is also proactively building niche technology and its foundry platform. For customers: A total of 32 new customers were developed between 2024 and 2025, with 25% from Taiwan, 21% from China, 18% from Europe and the U.S., and 34% from Japan and South Korea. These customers are primarily in the power semiconductor applications field. In terms of technology: In response to customer demand, Mosel Vitelic has actively deployed niche technologies and its foundry platform. Specifically, FS-IGBT (field-stop insulated gate bipolar transistor) technology has been advanced to the level of leading international manufacturers to meet the demand for high power, lower energy consumption, and anti-interference in motor drives and industrial applications. Currently, samples have been sent to customers for verification, and mass production is expected to begin in 2026. In terms of the fast recovery diode (FRED) used in conjunction with IGBT, building on its past development of negative temperature coefficient diodes, Mosel Vitelic developed a positive temperature coefficient FRED in 2025. This diode can be used in power modules for high-power parallel motor drives, providing enhanced safety protection for high-power modules. Samples have been sent to customers for verification and mass production is expected to begin in 2026. On the SiC MOSFET technology platform, Mosel Vitelic has launched three generations of planar structure platforms, with the latest generation offering competitiveness on par with leading global SiC foundries. Two generations of trench structure platforms have also been launched and are currently undergoing technology platform optimization and verification, with mass production expected in 2026. For TVS (Transient Voltage Suppressors), building on years of technological expertise, Mosel Vitelic has further developed TVS component technology platforms with low capacitance (low Cj), ultra-low capacitance (Ultra low Cj), and surge protection (ESD/Surge). These platforms are suitable for protective applications in Type-C connectors and automotive electronics. All of the above new products meet the future power transistor needs of new customers. In niche applications, we can provide customers with greater product design flexibility and capacity assurance, and aim to further increase Mosel Vitelic’s revenue. New products accounted for 16.8% of revenue in 2025. Going forward, we will focus on increasing the proportion of new products in revenues to enhance the Company's long-term competitiveness.
In terms of operations, we will continue to focus on managing key operational indicators and strengthened governance and performance through audits and third-party certifications. For 2025, regarding the quality system, numerous internal
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and external quality initiatives were undertaken, obtaining ISO 9001, IATF 16949, and QC 080000 certifications. The Company also passed on-site audits of the VDA 6.3 process conducted by automotive customers and received an A Grade rating. In the area of environmental, health, and safety (EHS), relevant departments implemented management responsibilities across the Company and obtained ISO 14001, ISO 45001, and ISO 14064 certifications. They also completed approvals for water pollution prevention measures and waste disposal plans, and continued to promote greenhouse gas reduction initiatives annually. In 2025, the Company submitted and was approved for the Ministry of Environment’s greenhouse gas reduction plan, qualifying for a carbon fee incentive of NT$50 per ton. Concerning human resources, the Company achieved TTQS certification for employee education and training and conducted employee opinion surveys to formulate subsequent improvement plans. With respect to sustainable development, the sustainability team completed the development of internal evaluation indicators for the 2025 ESG assessment and prepared the sustainability report, comprehensively demonstrating the Company’s ongoing progress in quality, EHS, human resources, and sustainable governance.
Looking to the future, the Company will continue to position itself as a leading "power semiconductor foundry", prioritizing improvements in yield, enhanced production efficiency, and strengthened process competitiveness in application areas with long-term growth potential, such as automotive and industrial control. For our operational strategy, we will continue to implement cost and expense control, adhere to the principle of prudent management, and carefully evaluate and invest in necessary capital expenditures. This includes promoting equipment upgrades and optimizing bottleneck machinery to improve capacity allocation flexibility and utilization efficiency. Simultaneously, we will accelerate the adoption of more competitive processes and product mixes with improved gross profit margins to enhance the quality of revenue and profit growth and establish a more long-term and stable customer base.
In addition, the Company will continue to deepen collaboration with domestic and overseas customers and supply chains, building on existing strategic partnerships. Furthermore, we will strengthen quality management and delivery capabilities to meet growing market demand for high-reliability power components. The management team and all employees deeply appreciate the trust placed in us by our shareholders and stakeholders. As we navigate changes and challenges in the external environment, we will continue to drive our operational plans forward with innovation, efficiency, and discipline. This will enhance our competitive advantages and operational performance as we strive to share the fruits of the Company’s growth
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with shareholders, customers, employees, and the broader community.
General Manager
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Chairman
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Two. Corporate Governance Report
I. Information on Directors and managers
(I) Information of Board members:
| Title | Nationality or place of |
Gender |
Name | Date of election |
Term of |
Commence ment date of |
Shareholding at the time of election of office |
Shareholding at the time of election of office |
Current shareholding | Current shareholding | Shares held in the name of others |
Shares held in the name of others |
Principal work (academic) experience | Position(s) held concurrently in the Company and/or in any other | Other officers, direc supervisors who are a s a relative within the degree of kinship of ano |
Other officers, direc supervisors who are a s a relative within the degree of kinship of ano |
tors or pouse or second ther |
Re mar ks |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current shareholding of spouse and underage children |
||||||||||||||||||||
| registratio n |
Age | (assumption) of office |
office |
the first term |
Number of shares |
Shareholdi ng percentage |
Number of shares |
Shareholdi ng percentage |
Number of shares |
Shareholdi ng percentage |
Number of shares |
Shareholdi ng percentage |
company | Title | Name |
Relatio nship |
||||
| Chairman | Republic of China |
Female 61-70 |
Yi-Hsien Tang | 2023.05.25 | 3 | 2008.06.19 | 106,295 | 0.07 |
160,295 |
0.10 |
34,697 |
0.02 |
2,000,00 0 |
1.27 |
Master in Electrical Engineering, University of Illinois, Urbana-Champaign, USA Vice President of R&D Department, ProMOS Technologies Inc. |
CEO of Mosel Vitelic Inc. Chairman and President of DenMOS Technology Inc. Director of Giant Haven Investments Ltd. |
Director representative |
Yu-Pai Tang |
Spouse | Not e |
| Director | Republic of China |
Male 61-70 |
Actron Technology Corporation Representative: Tang-Liang Yao |
2023.05.25 | 3 | 2018.06.14 | 46,925,459 0 |
30.05 0 |
46,925,459 0 |
29.79 0 |
0 0 |
0 0 |
0 0 |
0 0 |
Master of Business Administration, Tamkang University Assistant Vice President of Shiu-Shing Technology Co., Ltd. Vice Chairman and Vice CEO of Sino-American Silicon Products Inc. |
Chairman and CEO of Actron Technology Corporation Vice Chairman of Sino-American Silicon Products Inc. Corporate Director Representative of GlobalWafers Co., Ltd. Corporate Director Representative of Anjet Corporation Corporate Director Representative of Excelliance MOS Corporation Corporate Director Representative of Advanced Wireless Semiconductor Company Corporate Director Representative of Susen Green Energy Co., Ltd. Corporate Director Representative of Zhong Mei Xing Investment Co., Ltd. Corporate Director Representative of REC Technology Corporation Corporate Director Representative of Ding-Wei Technology Co., Ltd. Corporate Director Representative of Huan Qiu Investment Co., Ltd. Director of GlobiTech Incorporated Director of GlobalWafers Japan Co., Ltd Chairman of Kunshan Sino Silicon Technology Co., Ltd. Director of GlobalWafers Singapore Pte. Ltd. Director of GlobalWafers America, LLC Director of Yuan Hong Technical Materials Ltd. Corporate Supervisor Representative of Globalwafers Co., Ltd. Corporate Director and Chairman of MKC Capital Co.,Ltd. |
None | None | None | - |
| Director | Republic of China |
Male 51-60 |
Actron Technology Corporation Representative: Hsien-Chung Wu |
2023.05.25 | 3 | 2018.06.14 | 46,925,459 0 |
30.05 0 |
46,925,459 0 |
29.79 0 |
0 0 |
0 0 |
0 0 |
0 0 |
MBA, International Business Management, National Taiwan University Assistant Vice President of Uniform Industrial Corp. |
Director and President of Actron Technology Corporation Corporate Director Representative and Director of Ding-Wei Technology Co., Ltd. Chairman Director of Smooth Auto Parts (Qingdao) Co., Ltd. Corporate Director Representative of Hong Wang Investment Co., Ltd. Corporate Director Representative of Bigbest Solutions Co., Ltd. Corporate Director Representative of Phoenix Pioneer technology Co., Ltd. Corporate Director Representative of Excelliance MOS Corporation Director of Anjet Corporation General Manager of ANJET Corporation |
None | None | None | - |
| Director | Republic of China |
Male 51-60 |
Actron Technology Corporation Representative: Chien-Chih Lu |
2023.05.25 | 3 | 2018.06.14 | 46,925,459 0 |
30.05 0 |
46,925,459 1,033,439 |
29.79 0.66 |
0 0 |
0 0 |
0 0 |
0 0 |
Master of Electrophysics, National Chiao Tung University Process R&D Assistant Manager of Winbond Electronics Corp. |
President of Mosel Vitelic Inc. Vice President of Actron Technology Corporation Director of Xu Xing Investment Co., Ltd. Corporate Director Representative of DenMOS Technology Inc. |
None | None | None | - |
| Director | Republic of China |
Male 41-50 |
Liang-Kai Wang | 2023.05.25 | 3 | 2017.06.14 | 120,618 | 0.08 |
120,618 |
0.08 |
0 |
0 |
0 |
0 |
Bachelor of Biochemical Engineering, Western Sydney University, Australia Greater China Region Product Manager of ConMed |
Chairman and CEO of Conzian Ltd. Director of Hedonist Biochemical Technologies Co., Ltd. Director, Chen Chia Development Co., Ltd. |
None | None | None | - |
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| Title | Nationality or place of |
Gender |
Name | Date of election |
Term of |
Commence ment date of |
Shareholding at the time of election of office |
Shareholding at the time of election of office |
Current shareholding | Current shareholding | Shares h name |
eld in the of others |
Principal work (academic) experience | Position(s) held concurrently in the Company and/or in any other | Other officers, direc supervisors who are a s a relative within the degree of kinshipof ano |
Other officers, direc supervisors who are a s a relative within the degree of kinshipof ano |
tors or pouse or second ther |
Re mar ks |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current shareholding of spouse and underage children |
||||||||||||||||||||
| registratio n |
Age | (assumption) of office |
office |
the first term |
Number of shares |
Shareholdi ng percentage |
Number of shares |
Shareholdi ng percentage |
Number of shares |
Shareholdi ng percentage |
Number of shares |
Shareholdi ng percentage |
company | Title | Name | Relatio nship |
||||
| Director | Republic of China |
Male 51-60 |
Representative of Sino-American Silicon Products Inc.: Chen-Chien Chen |
2024.05.23 | 2 | 2024.05.23 | 3,000 0 |
0.00 0 |
3,000 0 |
0.00 0 |
0 0 |
0 0 |
0 0 |
0 0 |
MBA, National Taiwan University Senior Partner, KPMG Director and CEO of the Financial and Economic Research and Education Foundation |
President of Sino-American Silicon Products Inc. Corporate Director Representative of Advanced Wireless Semiconductor Company Corporate Director Representative and Vice Chairman of Taiwan Speciality Chemicals Corporation Corporate Supervisor Representative of Taiwan Smart Electricity & Energy Co., Ltd. Corporate Director Representative and Vice Chairman of Hung Jie Technology Corporation Corporate Director Representative and Chairman of Hong Guang Green Energy Co., Ltd. Corporate Director Representative and Chairman of Susen Green Energy Co., Ltd. Corporate Director Representative and Chairman of Relocate Energy Storage Co., Ltd. Corporate Director Representative and Chairman of Sustainable Energy Solution Co., Ltd. Corporate Director Representative and Chairman of EcoSoar Energy Service Co., Ltd. Corporate Director Representative and Chairman of Xu Lü Energy Co., Ltd. Corporate Director Representative and Chairman of EcoFuture Crystal Co., Ltd. General Manager of Sustainable Sunrise Co., Ltd. Corporate Director Representative of GreenBridge Renewables Asset Management Co., Ltd. Corporate Director Representative of GreenBridge Renewables Advisors Co., Ltd. Corporate Director Representative and Chairman of WaferChem Technology Corporation Corporate Director Representative and Chairman of Billion Electric Co., Ltd. Corporate Director Representative and Chairman of Billion Watts Technologies Co., Ltd. Corporate Director Representative and Chairman of Sunrise Intelligent Energy Co., Ltd. Corporate Director Representative of Sunrise PV Four Co., Ltd. Corporate Director Representative and Chairman of Anneal Energy Co., Ltd. Corporate Director Representative and Chairman of AccuSolar Energy Co., Ltd. Corporate Director Representative of Feng Guang Green Materials Co., Ltd. Corporate Director Representative of Tian Rui Energy Co., Ltd. Director of MEMC Electronic Materials S.p.A. |
None | None | None | |
| Director | Republic of China |
Male 71-80 |
Hongyu Franklin Co., Ltd. Representative: Yu-Pai Tang |
2024.05.23 | 2 | 2024.05.23 | 1,860,000 0 |
1.18 0 |
2,000,000 34,697 |
1.27 0.02 |
0 160,295 |
0 0.10 |
0 0 |
0 0 |
PhD, Mechanical Engineering, Purdue University Vice President of Commerce Development of Oplink Communications |
Chairman | Yi-Hsi en Tang |
Spouse | - | |
| Independ ent Director |
Republic of China |
Male 61-70 |
Shao-Wen Hsieh | 2023.05.25 | 3 | 2017.06.14 | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
Bachelor of Accounting, St. John's University PhD, University of California, Hastings College of the Law, USA Accountant of PricewaterhouseCoopers LLP. (California, USA) Partner of PricewaterhouseCoopers,China |
Independent Director of MNC Media Investment Ltd. | None | None | None | - |
| Independ ent Director |
Republic of China |
Male 71-80 |
Ching-Hsiang Lin |
2023.05.25 | 3 | 2020.06.17 | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
Master of Computer Engineering, University of Southern California, USA Executive Secretary of Taiwan-USA Industrial Cooperation Promotion Office, Ministry of Economic Affairs Sales Director of International Department, Industrial TechnologyResearch Institute |
Consultant of International Department, Industrial Technology Research Institute Independent Director of CMSC, Inc. |
None | None | None | - |
| Independ ent Director |
Republic of China |
Male 71-80 |
Chen-Tu Liu | 2023.05.25 | 3 | 2023.05.25 | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
Master of Business Administration, Nova Southeastern University, USA Director of China General Plastics Corporation Director of Asia Polymer Corporation Chief Financial Officer of USI Corporation |
Director of Wafer Works Corporation Independent Director, PROTRADE APPLIED MATERIALS CORP. |
None | None | None | - |
| Independ ent Director |
Republic of China |
Male 61-70 |
Chung- Wen Lan | 2023.05.25 | 3 | 2023.05.25 | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
PhD in Material Science, University of Wisconsin–Madison, USA Technical Consultant of Sino-American Silicon Products Inc. |
Distinguished Professor of Chemical Engineering Department, National Taiwan University Chief Technology Officer of Blue Start Advanced Materials Co., Ltd. Independent Director of Advanced Wireless Semiconductor Company |
None | None | None | - |
Note: Where the company’s chairman and the president, or person of an equivalent post (the highest level officer) of a company are the same person, spouses, or first-degree relatives, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto:
The Company's chairman and CEO are the same person in considering the Company's operating scale to improve the overall operating efficiency. The Company has also appointed a president. The division of responsibilities and duties between the CEO and president is different. The CEO focuses on the planning aspect (mainly responsible for formulating the Company's business objectives, annual budget plans, maintaining important customer relationships, strategic alliance planning, reinvestment layout planning and annual plan implementation tracking), while the president is responsible for the execution aspect (mainly responsible for the Company's business execution, coordination, direction and supervision of the subordinate to achieve operational objectives, while fulfilling the Company's
6
policies and the business strategies and related operations planned by the CEO). Both the CEO and the president complement each other. The Company's chairman is also the CEO, to effectively implement the Company's development blueprint laid out by the Board of Directors into the planning and execution of the Company's business, which also increases the Board of Directors' grasp of the Company's operating status. More than half of the members of the Board of Directors of the Company are not concurrently serving as employees or managers, and there are four independent directors on the Board of Directors. The members of each functional committee are also served by independent directors, and after fully discussing the important issues, they propose recommendations to the Board of Directors. This strengthens the supervision functions of the Board of Directors and implements corporate governance.
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(II) Major shareholders of the corporate shareholder
March 22, 2026
| Name of corporate shareholder | Major shareholders of the corporate shareholder |
|---|---|
| Actron Technology Corporation | Sino-American Silicon Products Inc. (25.57%), Ching-Chao Chang (4.91%), Ming-Kuang Lu (4.91%), Su-Mei Yang (2.95%), Yuanta Commercial Bank (as custodian) for the investment account of Dahr International Co., Ltd., Luxembourg (2.94%), Xu-Xing Investment Co., Ltd. (2.09%), TransGlobe Life Insurance Inc. (1.86%), Chien-Chih Lu (1.86%), Chia Yuan Investment Co., Ltd. (0.98%), and Kuo-Chou Chen (0.98%) |
| Sino-American Silicon Products Inc. | Hong-Wang Investment Co., Ltd. (3.91%), Taipei Fubon Commercial Bank Co., Ltd. (as custodian) for the Fuh Hwa Taiwan Technology High Dividend ETF Fund (3.53%), Chang Hwa Commercial Bank Co., Ltd. (as custodian) for the Yuanta Taiwan High Dividend Blue-Chip ETF Fund (3.13%), Nan Shan Life Insurance Co., Ltd. (2.32%), Ching-Chao Chang (2.07%), CW & ET Link Inc. (2.05%), Ming-Kuang Lu (1.73%), Hong Mao Investment Co., Ltd. (1.63%), KGI Life Insurance Co., Ltd. (1.29%), Chunghwa Post Co., Ltd. (1.27%) |
| Hongyu Franklin Co., Ltd. | Yu-Pai Tang (95.6%), Yi-Hsian Tang (4.4%) |
(III) Major shareholders of major shareholders who are corporate entities
March 22, 2026
| Name of corporate shareholder | Major shareholders of the corporate shareholder |
|---|---|
| Hong-Wang Investment Co., Ltd. | CW & ET Link Inc. (39.02%), GlobalWafers Co., Ltd. (30.98%), Actron Technology Corporation (30.00%) |
| CW & ET Link Inc. | Hong-Mao Investment Co., Ltd. (30.46%) |
| Hong-Mao Investment Co., Ltd. | Chinese Christian Faith and Love Foundation (16.34%), Peace Faith Hope Cultural and Educational Foundation (16.34%), Charitable Trust Grace Social Welfare Fund (16.34%), VIA Faith Hope & Love Charity Foundation (16.34%) |
| Xu-Xing Investment Co., Ltd. | Su-Mei Yang (2.00%), Ming-Kuang Lu (2.00%), Chien-Chi Lu (31.97%), Yi-Chun Lu (31.97%) |
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(IV) Information Disclosure of Professional Qualifications of Directors and Independence of Independent Directors
| Number of | |||
|---|---|---|---|
| independent | |||
| Criteria | directors |
||
| Professional qualifications and experience | Independence of independent directors | concurrently | |
| Name | serving as other | ||
| public offering | |||
| companies | |||
| Chairman Yi-Hsien Tang |
Has more than five years of working experience required by the Company's business; current chairman and CEO of the Company; committed to the semiconductor industry for more than 30 years; has professional leadership, operation management, strategic planning and leadership in global market competition. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
Not applicable |
0 |
| Director Actron Technology Corporation Representative: Tang-Liang Yao |
Has more than five years of working experience required by the Company's business; current chairman and CEO of Actron Technology Corporation; served as a director and senior manager of a number of TWSE/TPEx-listed companies, with more than 40 years of experience in the industry; equipped with abundant knowledge in manufacturing, production, and management; has rich cross-disciplinary corporate experience in company management, with many years of experience as a senior manager; can provide unique insights and suggestions according to different overall economic and industrial situations. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
0 | |
| Director Actron Technology Corporation Representative: Hsien-Chung Wu |
Has more than five years of working experience required by the Company's business; current chairman and director and president of Actron Technology Corporation; served as a director and senior manager of a number of TWSE/TPEx-listed companies; committed to the semiconductor industry for more than 30 years with expertise in industry development; equipped with rich professional leadership, operational management, strategic planning, and global market competition and leadership skills. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
0 | |
| Director Actron Technology Corporation Representative: Chien-Chih Lu |
Has more than five years of working experience required by the Company's business; current president of the Company and R&D director of Actron Technology Co., Ltd.; focuses on the research of power integrated circuits and power electronics; with experience and expertise in the field of semiconductor design and manufacturing. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
0 | |
| Director Liang-Kai Wang |
With more than five years of work experience required for the Company's business, he is currently the Chairman and CEO of Kang'an Medical Equipment, focusing on the biomedical field, and has extensive experience in market strategies and business promotion. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
0 | |
| Director Sino-American Silicon Products Inc. Representative: Chen-Chien Chen |
Has more than five years of working experience required by the Company's business; current President of Sino-American Silicon Products Inc. and director and senior manager of a number of TWSE/TPEx-listed companies; Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
0 | |
| Director Hongyu Franklin Co., Ltd. Representative: Yu-Pai Tang |
Has more than five years of working experience required by the Company's business; served as a senior manager of a foreign company; has a good understanding of the development of power-related products. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
0 | |
| Independent Director Shao-Wen Hsieh |
Has more than five years of working experience required by the Company's business; current independent director of MNC Media Investment, an Australian listed company; has a bachelor's degree in accounting from St. John's University in the United States and a juris doctorate degree from the Hastings School of Law at the University of California; specializes in both accounting and law. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
(1) He/she, his/her spouse, and relatives within the second degree have not served as directors, supervisors, or employees of the Company or its affiliated companies. (2) He/she, his/her spouse, and relatives within the second degree (or in the name of others) do not hold shares in the Company. (3) Not serving as a director, supervisor or employee of a company that has a specific relationship with the Company. (4) Not receiving remuneration for providingbusiness,legal,financial, |
0 |
| Independent Director Ching-Hsiang Lin |
With more than five years of working experience required by the company's business, he is currently a consultant of the International Institute of Obstetrics of the Industrial Technology Research Institute. He is proficient in Taiwan-US industrial exchanges and cooperation affairs, and has insight into industrial development and new business opportunities. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
1 |
9
| Number of | |||
|---|---|---|---|
| independent | |||
| Criteria | directors |
||
| Professional qualifications and experience | Independence of independent directors | concurrently | |
| Name | serving as other | ||
| public offering | |||
| companies | |||
| Independent Director Chen-Tu Liu |
Has more than five years of working experience required by the Company's business; current director of Wafer Works Corporation; has expertise in industry development and business management practices. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
accounting and other services to the Company or its affiliated companies in the past two years. |
1 |
| Independent Director Chung- Wen Lan |
Has more than five years of working experience required by the Company's business; current Distinguished Professor of Chemical Engineering Department of National Taiwan University; has more than 20 years of academic research experience with insights into industry development and industry talent. Not under any of the circumstances under the subparagraphs of Article 30 of the CompanyAct. |
1 |
10
(V) Board Diversity and Independence
1. Board Diversity
In accordance with the Article 20 of the Company's "Code of Practice on Corporate Governance", the composition of the board of directors should be considered to be diversified, and an appropriate diversification policy should be drawn up based on its own operations, business model and development needs. The nomination of director candidates of the Company follows the provisions of the Company's articles of association and adopts a candidate nomination system to evaluate each candidate's academic (experience) qualifications, professional background, integrity or relevant professional qualifications, etc. After the resolution of the board of directors is passed, it shall be submitted to the shareholders' meeting for election.
The Company's Board of Directors comprises 11 directors, including four independent directors, with directors with employee status representing 18.18%, independent directors representing 36.36%, and the Company also pays attention to gender equality in the composition of the Board of Directors, with female directors representing 9.09%. The Company also aims to increase the proportion of female directors to one-third (i.e. above 33%), and will make every effort to increase female board seats in the future to achieve this goal. The implementation is as follows:
Name |
Diversified core | Basic Composition | Basic Composition | Basic Composition | Basic Composition | Professional Background |
Professional Background |
Professional Background |
Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | Professional Knowledge and Skills | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender |
with employee status |
Average age (years) | Length of tenure as an independent director of less than three years |
legal Affairs | Financial Accounting |
Industry Experience |
Operational Judgment |
Accounting and Finance |
Operational Management |
Crisis Management |
Industry Knowledge |
International Market View |
Leadership | Decision-mak ing Capacity |
||||
| <50 | 50-60 | >60 | |||||||||||||||||
| Director | Yi-Hsien Tang |
Republic of China | Female | v | v | v | v | v | v | v | v | v | v | v | |||||
| Tang-Liang Yao |
Male | v | v | v | v | v | v | v | v | v | v | ||||||||
| Hsien-Chung Wu |
Male | v | v | v | v | v | v | v | v | v | v | ||||||||
| Chien-Chih Lu |
Male | v | v | v | v | v | v | v | v | v | v | v | |||||||
| Liang-Kai Wang |
Male | v | v | v | v | v | v | v | v | v | v | ||||||||
| Chen-Chien Chen |
Male | v | v | v | v | v | v | v | v | v | v | v | |||||||
| Yu-Pai Tang | Male | v | v | v | v | v | v | v | v | v | v | ||||||||
| Independent Director |
Shao-Wen Hsieh |
Male | v | v | v | v | v | v | v | v | v | v | v | v | |||||
| Ching-Hsiang Lin |
Male | v | v | v | v | v | v | v | v | v | v | ||||||||
| Chen-Tu Liu | Male | v | v | v | v | v | v | v | v | v | v | v | v | ||||||
| Chung- Wen Lan |
Male | v | v | v | v | v | v | v | v | v | v | v |
The specific management objectives and achievement status of the diversity policy of the board of directors
| Management goals | Achieving situation |
|---|---|
Directors who concurrently serve as company managers |
Achieved |
11
| Directors must include at least one woman | Achieved |
|---|---|
| Independent directors shall serve no more than three | Achieved |
Sufficient and diverse professional knowledge and |
Achieved |
- Independence of the board:
The four independent directors account for about 36.36% of the directors. Two of the four independent directors has a tenure of more than three years, and the remaining two have a tenure of less than three years. As of the end of 2025, all independent directors have complied with the regulations of the Securities and Futures Bureau of the Financial Supervision and Administration Commission on independent directors, and there are no incidents in items 3 and 4 of Article 26-3 of securities transactions between directors and independent directors.
12
(VI) Remuneration to general directors and independent directors
| December 31,2025 Unit: NT$ thousand | December 31,2025 Unit: NT$ thousand | December 31,2025 Unit: NT$ thousand | December 31,2025 Unit: NT$ thousand | December 31,2025 Unit: NT$ thousand | December 31,2025 Unit: NT$ thousand | December 31,2025 Unit: NT$ thousand | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration of directors | Total sum of A, B, | Remuneration received as | companyemployee | Total sum of A, B, C, D, E, F and G, and their proportion to net profit after tax (loss) (%) |
Remuneration from investment business other than subsidiaries or parent company |
||||||||||||||||
C and D and their |
Salaries, | ||||||||||||||||||||
| Remuneration (A) |
Remuneration | Expenses for |
proportion to net | bonuses and |
Remuneration to Employees | ||||||||||||||||
| Pension (B) | to directors (C) |
services rendered (D) |
profit after tax (net loss) (%) |
special allowances (E) |
Pension (F) | (G) |
|||||||||||||||
| The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
The Company | All companies in the financial statements |
All companies in the financial statements |
The Company | All companies in the financial statements |
|||||
| Job title and name | The Company |
||||||||||||||||||||
| Cash amount | Stock amount | Cash amount | Stock amount | ||||||||||||||||||
| Chairman: Yi-Hsien Tang | 900 | 900 | 0 | 0 | 0 | 0 | 120 | 120 | (1.32%) | (1.32%) | 5,340 | 5,340 | 0 | 0 | 0 | 0 | 0 | 0 | (8.26%) | (8.26%) | None |
| Director - Actron Technology Corporation Representative: Tang-LiangYao |
0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | (0.16%) | (0.16%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.16%) | (0.16%) | 34,515 |
| Director - Actron Technology Corporation Representative: Hsien-ChungWu |
0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | (0.16%) | (0.16%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.16%) | (0.16%) | |
| Director - Actron Technology Corporation Representative: Chien-Chih Lu |
0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | (0.16%) | (0.16%) | 3,420 | 3,420 | 0 | 0 | 0 | 0 | 0 | 0 | (4.60%) | (4.60%) | |
| Director - Sino-American Silicon Products Inc. Representative: Chen-Chien Chen |
0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | (0.16%) | (0.16%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.16%) | (0.16%) | |
| Director - Hongyu Franklin Investment Co., Ltd. Representative: Yu-Pai Tang |
0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | (0.16%) | (0.16%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.16%) | (0.16%) | None |
| Director: Liang-Kai Wang | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | (0.16%) | (0.16%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (0.16%) | (0.16%) | None |
| Independent Director: Shao-Wen Hsieh |
960 | 960 | 0 | 0 | 0 | 0 | 120 | 120 | (1.40%) | (1.40%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1.40%) | (1.40%) | None |
| Independent Director: Ching-HsiangLin |
960 | 960 | 0 | 0 | 0 | 0 | 120 | 120 | (1.40%) | (1.40%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1.40%) | (1.40%) | None |
| Independent Director: Chen-Tu Liu | 960 | 960 | 0 | 0 | 0 | 0 | 120 | 120 | (1.40%) | (1.40%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1.40%) | (1.40%) | None |
| Independent Director: Chung- Wen Lan |
960 | 960 | 0 | 0 | 0 | 0 | 120 | 120 | (1.40%) | (1.40%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1.40%) | (1.40%) | None |
| 1. Please explain the policy, system, standards and structure by which remuneration to independent directors is paid, and association between the amount paid and independent directors’ responsibilities, risks and time committed: The remuneration of the Company's independent directors is governed by the Articles of Incorporation, and the Board of Directors is authorized to determine and pay such remuneration in accordance with the prevailing standards of the same industry. In addition to a fixed monthly remuneration and business execution expenses, independent directors do not participate in the distribution of the Company's earnings in order to maintain their independence. 2. Remuneration to directors for renderingservices(such as consultants to non-employees)in the most recent fiscalyear other than the disclosures in the above table: |
13
(VII) Information on key managers
| March 22,2026 U | March 22,2026 U | nit: shares | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationalit | Name | Gender | Date of assumtion |
Shareholding | Shareholding of spouse and underage children |
Shares held i oth |
n the name of ers |
Principal work (academic) | Position(s) held concurrentl in an |
manag relativ |
ers who are spouses or es within 2nd degree of kinship |
Remarks | |||
| y | p of office |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
experience | y y other company |
Title | Name | Relationship | ||||
| CEO | Republic of China |
Yi-Hsien Tang |
Female | 2023.06.02 | 160,295 | 0.10% | 34,697 | 0.02% | 2,000,000 | 1.27% | Vice President of R&D Department, ProMOS Technologies Inc. Master in Electrical Engineering, University of Illinois, Urbana-Champaign, USA |
Chairman and President of DenMOS Technology Inc. Director of Giant Haven Investments Ltd. |
None | None | None | Note |
| President and Spokesperson |
Republic of China |
Chien-Chih Lu |
Male | 2023.06.02 | 1,033,439 | 0.66% | 0 | 0% | 0 | 0% | Process R&D Assistant Manager of Winbond Electronics Corp. Master of Electrophysics, National Chiao Tung University |
Vice President of Actron Technology Corporation Director of Xu Xing Investment Co., Ltd. Corporate Director Representative of DenMOS Technology Inc. |
None | None | None | - |
| Vice President | Republic of China |
Teng, Chi-Ta | Male | 2020.04.30 | 71,872 | 0.05% | 172 | 0.00% | 0 | 0% | Assistant President Product OEM Business Division, Mosel Vitelic Inc. Department of Applied Chemistry, National Chiao Tung University |
Director of Giant Haven Investments Ltd. |
None | None | None | - |
| Vice President | Republic of China |
Yuan, Tein-Ming |
Male | 2021.11.02 | 82,000 | 0.05% | 0 | 0% | 0 | 0% | Division Director. Manufacturing Engineering Division of Mosel Vitelic Inc. Ph.D., Department of Chemistry, National TaiwanUniversity |
Corporate Director Representative of DenMOS Technology Inc. |
None | None | None | - |
| R&D Supervisor | Republic of China |
Chen, Jun-sheng |
Male | 2017.08.09 | 18,007 | 0.01% | 0 | 0% | 0 | 0% | Division Director, Product Technology Integration Division of Mosel Vitelic Inc. Department of Electronic Engineering, National Chiao Tung University |
Corporate Director Representative of DenMOS Technology Inc. |
None | None | None | - |
| Finance and Accounting Supervisor |
Republic of China |
Ya-Fei Yang | Female | 2015.06.17 | 79,000 | 0.05% | 54 | 0.00% | 0 | 0% | Manager of Accounting Department of ProMOS Technologies Inc. Manager of Finance and Accounting Department of Browave Corporation Department of Accounting, Providence University |
Supervisor of DenMOS Technology Inc. Director of Giant Haven Investments Ltd. |
None | None | None | - |
| Assistant Vice President |
Republic of China |
Ming Yang | Male | 2018.04.12 | 56,239 | 0.04% | 0 | 0% | 0 | 0% | Division Director, Quality and Reliability Assurance Division of Mosel Vitelic Inc. Master of Computer Science, University of Alabama |
- | None | None | None | - |
| Assistant Vice President |
Republic of China |
Cheng Huang |
Male | 2024.01.02 | 18,000 | 0.01% | 59 | 0.00% | 0 | 0% | R&D Assistant Vice President of Opto Tech Corporation Department of Electronic Engineering,Tamkang University |
Corporate Director Representative of DenMOS Technology Inc. |
None | None | None | - |
| Assistant Vice President |
Republic of China |
Chien-Hsing Lin |
Male | 2024.09.30 | 0 | 0% | 0 | 0% | 0 | 0% | Division Director, Sales Division of Opto Tech Corporation Master of Materials, Boston Northeastern University |
Corporate Director Representative of DenMOS Technology Inc. |
None | None | None |
Note: Where the company’s chairman and the president, or person of an equivalent post (the highest level officer) of a company are the same person, spouses, or first-degree relatives, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto:
The Company's chairman and CEO are the same person in considering the Company's operating scale to improve the overall operating efficiency. The Company has also appointed a president. The division of responsibilities and duties between the CEO and president is different. The CEO focuses on the planning aspect (mainly responsible for formulating the Company's business objectives, annual budget plans, maintaining important customer relationships, strategic alliance planning, reinvestment layout planning and annual plan implementation tracking), while the president is responsible for the execution aspect (mainly responsible for the Company's business execution, coordination, direction and supervision of the subordinate to achieve operational objectives, while fulfilling the Company's policies and the business strategies and related operations planned by the CEO). Both the CEO and the president complement each other. The Company's chairman is also the CEO, to effectively implement the Company's development blueprint laid out by the Board of Directors into the planning and execution of the Company's business, which also increases the Board of Directors' grasp of the Company's operating status. More than half of the members of the Board of Directors of the Company are not concurrently serving as employees or managers, and there are four independent directors on the Board of Directors. The members of each functional committee are also served by independent directors, and after fully discussing the important issues, they propose recommendations to the Board of Directors. This strengthens the supervision functions of the Board of Directors and implements corporate governance.
14
(VIII) Remuneration to General Manager and Deputy General Manager
December 31, 2025 Unit: NT$ thousand
| The total amount of item A, B, C |
The total amount of item A, B, C |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) | Pension (B) | Bonuses and special |
Employee remuneration (D) (Note 1) | and D that accounts for the |
Remuneration | |||||||||
| allowances (C) | percentage of net profit after tax | from | ||||||||||||
(%) |
investment |
|||||||||||||
| Title | Name | All |
All companies in the |
business other | ||||||||||
| All | All | The Company | than | |||||||||||
| The | companies in |
The | companies in |
The |
companies | financial statements | All companies | subsidiaries or | ||||||
| in the | The Coman | in the financial | parent | |||||||||||
| Company | the financial | Company | the financial |
Company | financial |
Cash | Stock | Cash amount | Stock amount |
py | statements |
company |
||
| statements | statements | statements |
amount | amount | ||||||||||
| CEO | Yi-Hsien Tang | 4,061 | 4,061 | 0 | 0 | 1,279 | 1,279 | 0 | 0 | 0 | 0 | (6.94%) | (6.94%) | None |
| President | Chien-Chih Lu | 2,556 | 2,556 | 0 | 0 | 864 | 864 | 0 | 0 | 0 | 0 | (4.44%) | (4.44%) | 2,917 |
| Vice President | Teng, Chi-Ta | 2,733 | 2,733 | 0 | 0 | 907 | 907 | 0 | 0 | 0 | 0 | (4.73%) | (4.73%) | None |
| Vice President | Yuan, | 2,472 | 2,472 | 0 | 0 | 986 | 986 | 0 | 0 | 0 | 0 | (4.49%) | (4.49%) | None |
(IX) Top 5 executives with the highest remuneration
December 31, 2025 Unit: NT$ thousand
| Total sum of A, B, C and D and | Total sum of A, B, C and D and | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bonuses and secial | ||||||||||||||
| Salary (A) | Pension (B) | p allowances (C) |
Employee remuneration (D) | their proportion to net profit after | Remuneration | |||||||||
| tax(net loss) (%) | from | |||||||||||||
| All |
All companies in the |
investment | ||||||||||||
| Title | Name | All | All | The Company | business other | |||||||||
| The | companies in | The | companies in | The | companies |
financial statements | All companies |
than | ||||||
Company |
the financial |
Company |
the financial |
Company |
in the |
Cash | Stock | The Company | in the financial | subsidiaries or | ||||
financial |
Cash amount | Stock amount |
statements | parent company | ||||||||||
| statements | statements | statements |
amount | amount | ||||||||||
| CEO | Yi-Hsien Tang | 4,061 | 4,061 |
0 |
0 |
1,279 |
1,279 |
0 |
0 |
0 |
0 |
(6.94%) |
(6.94%) | None |
| President | Chien-Chih Lu | 2,556 | 2,556 |
0 |
0 |
864 |
864 |
0 |
0 |
0 |
0 |
(4.44%) |
(4.44%) | 2,917 |
| Vice President | Teng, Chi-Ta | 2,733 | 2,733 |
0 |
0 |
907 |
907 |
0 |
0 |
0 |
0 |
(4.73%) |
(4.73%) | None |
| Vice President | Yuan, | 2,472 | 2,472 |
0 |
0 |
986 |
986 |
0 |
0 |
0 |
0 |
(4.49%) |
(4.49%) | None |
| Assistant Vice | Cheng Huang | 2,145 | 2,145 |
0 |
0 |
647 |
647 |
0 |
0 |
0 |
0 |
(3.63%) |
(3.63%) | None |
(X) The name of the manager who distributes employee remuneration and the distribution situation: None
15
(XI) An analysis of the total remuneration paid to the Company's directors, supervisors, the President, and Vice Presidents by the Company and all companies in the consolidated financial statements as a percentage of the net income after tax in the standalone financial report for the most recent two years, and a description of the remuneration policy, standard, and package, the procedure for determining the remuneration, and the association between business performance and future risks:
- Proportion of remuneration to net profit after tax
| 2025 Total remuneration as a percentage of net income(loss)after tax(%) |
2025 Total remuneration as a percentage of net income(loss)after tax(%) |
2024 Total remuneration as a percentage of net income(loss)after tax(%) |
2024 Total remuneration as a percentage of net income(loss)after tax(%) |
|
|---|---|---|---|---|
| The Company | All companies in the consolidated statement |
The Company | All companies in the consolidated statement |
|
| Director | (7.87) | (7.87) | 8.84 | 8.84 |
| President and Vice President |
(20.60) | (20.60) | 17.60 | 17.60 |
-
Relevance of remuneration policies, standards and combinations, procedures for determining remuneration, business performance and future risks:
-
(1) Policy, standard and combination of payment of remuneration
The Company's payment of directors' remuneration is handled in accordance with the company's articles of association, which can be divided into three categories: directors' remuneration, directors' remuneration and business execution expenses; the remuneration paid by the Company to the president and vice president can be divided into three categories: salary, bonus and employee remuneration, which are approved by the board of directors and authorized by the chairman in accordance with the relevant regulations of the Company on salary assessment.
(2) Procedures for determining remuneration
In accordance with the Company's articles of association, if the Company makes annual profits, 5% should be appropriated as employee remuneration, and the board of directors will decide to distribute the distribution in stock or cash. Employees of subordinate companies; the Company can increase the amount of profits, and the resolution of the board of directors should allocate no more than 3% as directors' remuneration. Employees’ and directors’ remuneration distribution proposals shall be submitted to the shareholders' meeting for reporting. If, however, the Company has accumulated losses, profit shall first be used to offset accumulated losses and then to set aside employees’ and directors’ remuneration as per the aforementioned percentages.
The procedures for determining the remuneration of directors are based on the Company's "Performance Evaluation Method for Board of Directors and Functional Committees", and reasonable remuneration is given in consideration of the degree of participation and contribution to the Company's operations. The part of the remuneration received by the general manager and deputy general manager of the Company is based on the operating performance amount of the annual budget approved by the board of directors each year, considering the contribution of individuals to the company's performance, and
16
giving reasonable remuneration.
The Company also established a salary and compensation committee at the end of 2011. The committee will regularly review the policies, systems, standards and structure of directors and managers' performance evaluation and salary compensation, and submit a report to the board of directors.
- (3) The relationship between business performance and future risks
For the performance evaluation and regeneration of directors and managerial officers, the Company considers the common standard adopted in the same industry and also reviews the business outcome and performance contribution to the Company, in order to comprehensively consider the remuneration amount, the payment method and future risks of the Company, which is of high correlation with their management responsibilities and overall performance.
- II. Operation of corporate governance
(I) Operation of the Board of Directors
In 2025, the Company held 4 board meetings (A). The attendance of directors and independent directors is as follows:
| Attendance in person (B) |
Actual attendance rate(B/A) |
||||
|---|---|---|---|---|---|
| Attendance by proxy |
|||||
| Title | Name | Remarks | |||
| Chairman | Yi-Hsien Tang | 4 | 0 | 100% | Should have attended four meetings. |
| Director | Actron Technology Corporation Representative: Tang-LiangYao |
4 | 0 | 100% | Should have attended four meetings. |
| Director | Actron Technology Corporation Representative: Hsien-ChungWu |
4 | 0 | 100% | Should have attended four meetings. |
| Director | Actron Technology Corporation Representative: Chien-Chih Lu |
4 | 0 | 100% | Should have attended four meetings. |
| Director | Liang-Kai Wang | 4 | 0 | 100% | Should have attended four meetings. |
| Director | Sino-American Silicon Products Inc. Representative: Chen-Chien Chen |
4 | 0 | 100% | Should have attended four meetings. |
| Director | Hongyu Franklin Investment Co., Ltd. Representative: Yu-Pai Tang |
4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Shao-Wen Hsieh | 4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Ching-Hsiang Lin | 4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Chen-Tu Liu | 4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Chung- Wen Lan | 4 | 0 | 100% | Should have attended four meetings. |
17
Additional information:
-
I. If the operations of the Board of Directors is under any of the circumstances below, the date of the board meeting, the session, the content of the proposal, all independent directors’ opinions, and the Company's response to said opinions shall be specified:
-
Items listed in Article 14-3 of the Securities and Exchange Act: Since the Company has established an audit committee, there is no need to fill in the report.
-
Except for the above matters, other matters resolved by the Board of Directors with objection or reservation made by any independent directors, with records or a written statement: None.
-
II. In the event of directors' recusal from proposals, the name of director, the content of proposal, the reasons for recusal, and the participation in voting shall be specified: Explanation:
Explanation: |
Explanation: |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Board Date/Stage | Name of director | Content of proposal | Reasons for avoiding conflicts of interests |
Participation in voting | |||||
| 2025/05/06 11th meeting of the 13th term |
Yi-Hsien Tang Yu-Pai Tang |
Appointment of an independent expert for the streamlined merger with a subsidiary, MaoFuDevelopmentCo.,Ltd. |
When it comes to their own interests, they should avoid as per the law, and did not participate in the discussion and voting |
The motion was approved by all directors attending the meeting without objections. |
|||||
| Yi-Hsien Tang Chien-Chih Lu |
Review of the payment of remuneration to the Company's managers. |
||||||||
| 2025/07/31 12th meeting of the 13th term |
Yi-Hsien Tang Chien-Chih Lu |
Remuneration dis directors and manag the companyin the |
tribution plan of ers and employees of year 2024. |
||||||
| Implementation of the board evaluation: | |||||||||
| Cycle | Period | Scope | Method | Content | Overall average (out of 5 points) |
||||
| once/annual | January 1, 2025 to December 31, 2025. |
Board of directors |
Internal self-assessment |
Board Performance Evaluation: 1. Participation in the operation of the company; 2. Improvement of the quality of the board of directors' decision making; 3. Composition and structure of the board of directors; 4. Election and continuing education of the directors 5. Internal control |
4.84 | ||||
| once/annual | January 1, 2025 to December 31, 2025. |
Individual Board Members |
Internal self-assessment |
Performance evaluation of individual director members: 1. Alignment of the goals and mission of the company; 2. Awareness of the duties of a director; 3. Participation in the operation of the company; 4. Management of internal relationship and communication; 5. Director's professional and continuing education 6. Internal control |
4.89 | ||||
| once/annual | January 1, 2025 to December 31, 2025. |
Functional Committee - Audit Committee |
Internal self-assessment |
Performance evaluation of functional committees: 1. Participation in the operation of the company; 2. Awareness of the duties of the Audit Committee 3. Improvement of the Audit Committee’s decision-making quality 4. Composition of the Audit Committee and election of its members 5. Internal control |
4.96 | ||||
| once/annual | January 1, 2025 to December 31, 2025. |
Functional Committee - Nomination Committee |
Internal self-assessment |
Performance evaluation of functional committees: 1. Participation in the operation of the company; 2. Responsibilities of the Nomination Committee 3. Improvement of the Nomination Committee’s decision-making quality 4. Composition of the Nomination Committee and election of its members |
4.89 | ||||
| once/annual | January 1, 2025 to December 31, 2025. |
Functional Committee - Remuneratio n Committee |
Internal self-assessment |
Performance evaluation of functional committees: 1. Participation in the operation of the company; 2. Responsibilities of the Remuneration Committee 3. Improvement of the Remuneration Committee’s decision-making quality 4. Composition of the Remuneration Committee and election of its members 5. Internal control |
4.98 |
III. Implementation of the board evaluation:
-
IV. The goals and implementation status of strengthening the functions of the board of directors in the current year and the most recent year (such as establishing an audit committee, improving information transparency, etc.):
-
Directors' continuing education: The number of hours of continuing education of directors and supervisors of the Company shall meet the requirements of the competent authorities each year. The Board of Directors is encouraged to participate in various professional courses, and the relevant laws and regulations shall be promoted at the Board of Directors to comply with the laws and regulations.
-
Establishment of the nomination committee: In order to implement corporate governance and improve the nomination and selection of the company's board of directors, the Company has established a nomination committee on the board of directors on April 28, 2021.
-
Effectiveness and evaluation of the board of directors: The Company has formulated the "Performance Evaluation Method of the Board of Directors and Functional Committees", and has carried out regular evaluations every year, and has disclosed the evaluation results on the company's website.
-
Directors' Liability Insurance: To protect the risks borne by directors and managers when performing business, the Company purchased "Directors and Managers' Liability Insurance" for directors and managers every year, submitted the contents of the insurance policy to the board of directors report, and has ensured that the amount of
18
insurance and coverage are as required.
- Improve information transparency: The Company's financial information and major discussions and resolutions have been published on the public information observatory and the company's website in accordance with relevant laws and regulations, and the investing public can obtain information in real time.
(II) The operations of the Audit Committee:
In 2025, the Company held 4 audit committee meetings (A). The attendance of independent directors is as follows:
| Attendance in person(B) |
Attendance by proxy |
Actual attendance rate(B/A) |
|||
|---|---|---|---|---|---|
| Title | Name | Remarks | |||
| Convener: Independent Director |
Chen-Tu Liu | 4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Shao-Wen Hsieh |
4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Ching-Hsiang Lin |
4 | 0 | 100% | Should have attended four meetings. |
| Independent Director |
Chung- Wen Lan |
4 | 0 | 100% | Should have attended four meetings. |
| Additional information: I. If the operations of the Audit Committee fall under any of the circumstances below, the date of the Audit Committee meeting, the session, the content of the proposal, the results of resolutions by the Audit Committee, and the Company’s response to the committee’s opinions shall be specified: 1. The matters under Article 14-5 of theSecurities and Exchange Act.: Date of meeting Content of proposal The matters under Article 14-5 of the Securities and Exchange Act. Audit Committee Resolution The Company's response to the Remuneration Committee’s opinions 2025/02/20 7th meeting of the 6th term 1. The Company’s 2024 "Internal Control System Effectiveness Assessment" and "Internal Control System Declaration" V All the audit committee attended and the independent directors approved without objection Approved by all directors present without objection 2. Rotation of the CPAs. V 3. Evaluation of the independence and suitability of the CPAs, and appointment and audit fees. V 4. The Company's 2024 business report and financial statements. V 5. 2024 remuneration distribution plan for employees and directors. V 6. The Company's cash distribution from earnings for the second half of 2024. V 7. The Company's 2024 earnings distribution. V 8. Conduct public offering or private placement of securities to meet the Company's capital needs. V 2025/05/06 8th meeting of the 6th term 1. The Company's consolidated financial report for the first quarter of 2025. V 2. The Company's 2023 third issuance of RSAs. V 3. Appointment of an independent expert for the streamlined merger with a subsidiary,MaoFuDevelopmentCo.,Ltd. V 2025/07/31 9th meeting of the 6th term 1. The Company's consolidated financial report for the second quarter of 2025. V 2. The Company's cash dividend distribution for the first half of 2025. V 3. Amendment to the Company's "Accounting System". V 4. Cancellationof RSAs and capital reduction. V 2024/10/30 6th meeting of the 6th term 1. Formulate the Company's 2026 annual audit plan. V 2. The Company's consolidated financial report for the third quarter of 2025. V 3. Cancellation of RSAs and capital reduction. V 2. Except for the above-mentioned matters, other resolutions that have not been approved by the Audit Committee and approved by more than two-thirds of all directors: None. II. The independent director's implementation of the recusal of the proposal of interest should state the name of the independent director, the content of the proposal, the reason for the recusal of the interest, and the status of participation in voting: None. III. Communication between independent directors and the chief internal auditor/CPAs (including material financial and business matters communicated and communication methods and results). Explanation: The internal audit supervisor of the Company regularly sends the audit report to the independent directors for review, and reports the implementation of internal audit to the Audit Committee. If independent directors have any suggestions, they can contact the internal audit supervisor by e-mail, telephone or in person, and the internal audit supervisor will assist in handling them. The Company's Audit Committee communicates well with the internal audit supervisor. In addition to communicatingwith independent directors through separate meetings,certified |
19
| accountants of the Company also attend the quarterly audit committee and board of directors, and communicate with independent directors on financial statement audit results, internal control recommendations, and other communications required by relevant laws and regulations. Summaryof the communication between the independent directors and internal audit supervisor in 2025: Date of meeting Communication focus Recommendations and results 2025/02/20 Separate meeting of independent directors and audit supervisor 4th quarter of 2024 audit business implementation status and audit deficiencies tracking report. 1. It is recommended that special salary condition allowances for new hires be stated in a formal memo specifying the benefits and necessity. 2025/02/20 AuditCommittee 2024 Statement on Internal Control System. No opinion. 2025/05/06 Separate meeting of independent directors and audit supervisor 1st quarter of 2025 audit business implementation status and audit deficiencies tracking report. 1. It is recommended to strengthen backup management of safe opening keys and passwords. 2. It is recommended to strengthen security operating procedures for promissory notes, checks, and bills of exchange. 2025/05/06 AuditCommittee 1st quarter of 2025 internal audit report. No opinion. 2025/07/31 Separate meeting of independent directors and audit supervisor 2nd quarter of 2025 audit business implementation status and audit deficiencies tracking report. No opinion. 2025/07/31 Audit Committee 2nd quarter of 2025 internal audit report. No opinion. 2025/11/04 Separate meeting of independent directors and audit supervisor 3rd quarter of 2025 audit business implementation status and audit deficiencies tracking report. No opinion. 2025/11/04 Audit Committee 2026 Audit Plan. No opinion. Summaryof the communication between the independent directors and CPAs in 2025: Date of meeting Communication focus Recommendations and results 2025/02/20 Audit Committee The CPAs explained the audit status and results of the 2024 financial statements. No opinion. 2025/05/06 Audit Committee The CPAs explained the review status and results of the Q1 2025 financial statements. No opinion. 2025/07/31 Audit Committee The CPAs explained the review status and results of the Q2 2025 financial statements. No opinion. 2025/11/04 Audit Committee The CPAs explained the review status and results of the Q3 2025 financial statements. No opinion. 2025/12/15 Separate meeting of independent directors and CPAs The CPAs explained the annual audit plan before the audit of the 2025 financial statements, the scope of audit and key audit matters. No opinion. IV. Summary of the gravity of work of the Audit Committee for the year: The Audit Committee held 4 meetings in 2025 to review the following motions: (I) Adequate presentation of the Company's financial statements: Review of 2024 financial statements and Q1-Q3 2025 financial statements. (II) Appointment (discharge) of CPAs and their ability, qualifications, independence and performance, and the fees for audit services: Review the suitability, independence, performance and audit fees of the CPAs in 2024. (III) Effective implementation of the Company's internal control: Review of internal audit report,2024 Statement of Internal Control System,and revision of internal control system. |
|
|---|---|
(III)
Responsibilities, composition and operation of the remuneration committee:
- The remuneration committee's function is to evaluate, from an expert and objective standpoint, the company's policies and systems for the remuneration of directors, supervisors, and executive officers, and to make recommendations to the board of directors for the board's reference in decision making.
20
2. Information on members of the Remuneration Committee
| Criteria | Number of other public | ||
|---|---|---|---|
| companies where the | |||
| individual serves as a | |||
| Professional qualifications and experience | Independence | ||
| member of the | |||
| Name | remuneration committee | ||
| concurrently | |||
| Convener: Independent Director: Ching-Hsiang Lin |
He is currently a consultant of the International Institute of Obstetrics of the Industrial Technology Research Institute, and has insight into industrial development and industrialprofessionals. |
(1) He/she, his/her spouse, and relatives within the second degree have not served as directors, supervisors, or employees of the Company or its affiliated companies. (2) He/she, his/her spouse, and relatives within the second degree (or in the name of others) do not hold shares in the Company. (3) Not serving as a director, supervisor or employee of a company that has a specific relationship with the Company. (4) Not receiving remuneration for providing business, legal, financial, accounting and other services to the Company or its affiliated companies in the past two years. |
1 |
| Independent Director: Shao-Wen Hsieh |
He is currently an independent director of MNC Media Investment Ltd., a listed company in Australia, specializing in both accountingand legal fields. |
0 | |
| Independent Director: Chen-Tu Liu |
Current director of Wafer Works Corporation; has expertise in industry development and business managementpractices. |
1 |
|
| Independent Director: Chung- Wen Lan |
Current Distinguished Professor of Chemical Engineering Department of National Taiwan University; has more than 20 years of academic research experience with insights into industrydevelopment and industrytalent. |
1 |
-
Information on the operation of the Remuneration Committee
-
(1) There are four members in the Remuneration Committee.
-
(2) The term of office for the current members: From May 25, 2023 to May 24, 2026. The Remuneration Committee held 3 meetings (A) in 2025. The professional qualifications, experience and attendance of the members are as follows:
| Actual attendance rate(B/A) |
Actual attendance rate(B/A) |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Attendance in person (B) |
Attendance by proxy |
||||||||
| Title | Name | Remarks | |||||||
| Convener: | Ching-Hsiang Lin |
3 | 0 | 100% | Should be present 3 times. | ||||
| Committee member |
Shao-Wen Hsieh |
3 | 0 | 100% | Should be present 3 times. | ||||
| Committee member |
Chen-Tu Liu | 3 | 0 | 100% | Should be present 3 times. | ||||
| Committee member |
Chung- Wen Lan |
3 | 0 | 100% | Should be present 3 times. | ||||
| Additional information: 1. The Board of Directors does not adopt or amend the recommendations of the Remuneration Committee: None. 2. If with respect to any resolution of the remuneration committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement: None. 3. Information on the operation of the RemunerationCommittee Date of meeting Content of proposal Resolution results The company's response to the Remuneration Committee’s opinions 2025/02/20 8th meeting of the 5th term 1. Review of the 2024 directors’ remuneration proposal. 2. Review of the payment of remuneration to the Company's managers. Approved by all members of the Remuneration Committee present. None. 2025/05/06 9th meetingof the 5th term 1. Review of the payment of remuneration to the Company's managers. 2025/07/31 10th meeting of the 5th term 2. Distribution of 2024 profit-sharing remuneration for directors and managerial officers and profit-sharing remuneration for employees. |
|||||||||
| Date of meeting | Content of proposal | Resolution results | The company's response to the Remuneration Committee’s opinions |
||||||
| 2025/02/20 8th meeting of the 5th term |
1. Review of the 2024 directors’ remuneration proposal. 2. Review of the payment of remuneration to the Company's managers. |
Approved by all members of the Remuneration Committee present. |
None. | ||||||
| 2025/05/06 9th meetingof the 5th term |
1. Review of the payment of remuneration to the Company's managers. |
||||||||
| 2025/07/31 10th meeting of the 5th term |
2. Distribution of 2024 profit-sharing remuneration for directors and managerial officers and profit-sharing remuneration for employees. |
(IV) Responsibilities, composition and operation of the Nomination Committee:
21
-
The Company's nomination committee is composed of the chairman and four independent directors. The function of this committee is to strengthen corporate governance and improve the effectiveness of the board of directors, and its powers include:
-
(1) Formulate selection criteria and succession plans for directors, senior managers and directors of subsidiaries.
-
(2) To select, review and nominate directors, senior managers and candidates for directors.
-
(3) Construct the organizational structure of each functional committee.
-
The information and operation status of the nomination committee members:
The term of office for the current members: from May 25, 2023 to May 24, 2026. The
Nomination Committee held 1 meeting (A) in 2024. The professional qualifications,
experience and attendance of the members are as follows:
| Actual attendance rate(B) |
Actual attendance rate(B/A) |
||||
|---|---|---|---|---|---|
| Professional qualifications and experience |
Attendance by proxy |
||||
| Title | Remarks | ||||
| Convener: Independent Director: Chung- Wen Lan |
Current Distinguished Professor of Chemical Engineering Department of National Taiwan University, with insights into industry development and industrytalent. |
1 | 0 | 100% | Should be present 1 times. |
| Committee member: Independent Director: Shao-Wen Hsieh |
He is currently an independent director of MNC Media Investment Ltd., a listed company in Australia, specializing in both accountingand legal fields. |
1 | 0 | 100% | Should be present 1 times. |
| Committee member: Independent Director: Ching-Hsiang Lin |
He is currently a consultant of the International Institute of Obstetrics of the Industrial Technology Research Institute, and has insight into industrial development and industrial professionals. |
1 | 0 | 100% | Should be present 1 times. |
| Committee member: Independent Director: Chen-Tu Liu |
Current director of Wafer Works Corporation; has expertise in industry development and business management practices. |
1 | 0 | 100% | Should be present 1 times. |
| Committee member: Chairman: Yi-Hsien Tang |
Current chairman and CEO of the Company; has more than 20 years of experience in the semiconductor industry, with a profound understanding of industry development and industrial specialization. |
1 | 0 | 100% | Should be present 1 times. |
| Additional information: 1. The Board of Directors does not adopt or amend the recommendations of the Nomination Committee: None. 2. If with respect to any resolution of the nomination committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement: None. 3. Information on the operation of the NominationCommittee Date of meeting Content of proposal Resolution results The company's response to the Nomination Committee’s opinions 2025/02/20 3rd meeting of the 2nd term 1. 2024 performance evaluation of the Board of Directors and functional committees 2. Re-appointment of the representative of the representative of the corporate director of the Company to an reinvestment company. Approved by all members of the Nomination Committee present The proposal was submitted to the Board of Directors and approved by all attending directors unanimously. |
22
(V) The operation of corporate governance and its differences from the Code of Practice for Corporate Governance of Listed OTC Companies and the reasons:
| Operations | Operations | Operations | Deviation from the Corporate Governance Best Practice Principles for TWSE/ TPEx Listed Companies and the reasons therefor |
|
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| I. Has the Company formulated and disclosed the Corporate Governance Best Practice Principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? |
v | The company has formulated the "Code of Practice for Corporate Governance" in accordance with the "Code of Practice for Listed OTC Companies" and disclosed it on the company's website and the corporate governance section of the public information observation station (http://mops.twse.com.tw/). |
None | |
| II. The Company's shareholding structure and shareholders' equity (I) Has the Company formulated internal operating procedures for handling shareholders' suggestions or questions or disputes and litigation with them and complied with the procedures? (II) Does the Company have a list of the major shareholders with ultimate control over the Company and a list of the ultimate controllers of the major shareholders? (III) Has the Company established and implemented a risk control and a firewall mechanism between itself and affiliates? (IV) Has the Company formulated internal regulations to prohibit insiders from using information undisclosed in the market to purchase and sell securities? |
v v v v |
(I) The company has a spokesperson, legal affairs and dedicated investor relations contact window, and the relevant dedicated personnel properly handle shareholders' suggestions, doubts, disputes and other matters. If legal issues are involved, legal affairs and professional lawyers will be invited to assist in handling them. The subsidiaries of each consolidated statement shall be assisted by the parent company. (II) The Company grasps the shareholding status of directors, managers and major shareholders holding more than 5% of the shares, and reports relevant information to the public information observation station in accordance with regulations. (III) The management rights and responsibilities of the company and its consolidated subsidiaries and affiliated companies are clearly divided, and the "Subsidiary Management Measures" and "Affiliated Enterprises' Financial Business-Related Operational Specifications" are established as operating specifications and control mechanisms to implement the risk control mechanism for subsidiaries. In addition, the "Administrative Measures for Related Party Transactions" shall be formulated. Interactions or transactions with each other are handled in accordance with relevant laws and regulations. (IV) The Company has formulated the "Integrity Management Operation Procedures and Behavior Guidelines", "Internal Material Information Handling Operation Procedures" and "Management Operation Procedures to Prevent Insider Trading", strictly prohibiting insiders from using market information that has not been made public to trade securities When insiders report, the Company will remind insiders via email to prevent insider trading. Data will also be disseminated to insiders forpromotion on an unscheduled basis every year. |
None | |
| III. Composition and responsibilities of the Board of Directors (I) Does the board of directors formulate diversity policies, specific management objectives and implement them? (II) Has the Company voluntarily established other functional committees in addition to the remuneration and the audit committees established in accordance with the law? |
v v |
(I) The Company has a director nomination and selection policy, considering the organizational culture and operational development, and formulating a policy to diversify the composition of directors. In accordance with professional background and work field, etc., it is necessary to select directors who have the knowledge, skills and qualities necessary to perform their duties. At present, the Company has 11 directors, which are composed of directors with different professional backgrounds, who are responsible for the operation and supervision of the company. To achieve the ideal goal of corporate governance, the overall board of directors should prepare multiple core projects and diversification of directors, specific management objectives and implementation. Please refer to page 7-8. The relevant information is also simultaneously disclosed on the Company's website. (II) The Company has set up a Nomination Committee, which is composed of all independent directors and the Chairman, responsible for selecting and reviewing candidates for directors and senior managers, and performing their performance evaluation. We will set up other |
None |
23
| Operations | Deviation from the Corporate Governance Best Practice Principles for TWSE/ TPEx Listed Companies and the reasons therefor |
|||
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| (III) Has the Company formulated board performance evaluation regulations and evaluation methods, conducted performance evaluations annually and regularly, reported the results of performance evaluations to the board of directors, and adopted such results as a reference for deciding the remuneration of and nominating candidates for individual directors? (IV) Does the company regularly assess the independence of the CPAs? |
v v |
functional committees depending on the needs in the future. (III) The Company has formulated the "Board of Directors and Functional Committee Performance Evaluation Measures", which is conducted by members of the Board of Directors in the form of questionnaires at the end of each year. The scope of evaluation includes the performance evaluation of the overall Board of Directors, individual directors, the Remuneration Committee, the Audit Committee, and the Nomination Committee. The performance evaluation criteria of the Company's board of directors and functional committees (audit/remuneration/nomination committees) mainly include the degree of participation in the company's operations, the improvement of the decision-making quality of the board of directors and functional committees, the composition and structure of the board of directors and functional committees, the selection and continuing education of directors and functional committees, and internal control etc. The evaluation results are reported to the board of directors as a reference for the remuneration of individual directors and the selection or nomination of directors. The evaluation results and improvement suggestions for 2025 have been submitted to the board of directors report and disclosed on the company website on February 12, 2026. The Company's directors' remuneration is in accordance with the company's articles of association. If there is a profit in the current year, no more than 3% should be allocated as directors' remuneration. Directors' remuneration is linked to the company's overall operating performance and the performance of the board of directors. (IV) The Company has established the "CPA Independence and Performance Evaluation Measures", which evaluates the independence, suitability and performance of the CPAs every year, and requires the CPAs to provide the "Declaration of Independence" and "AQIs (Audit Quality Indicators)", and conducts the evaluation accordingly. After confirmation, the CPAs have receive fees for audit and tax cases. There is no other property interest and business relationship with the Company, and the CPAs do not violate the requirements of the independent audit. The evaluation results have been submitted to the Audit Committee for review on February 12, 2026, and approved by the Board of Directors. Upon the Company's evaluation, CPA Shu-Chien Pai and CPA Cheng-Han Chiang of PricewaterhouseCoopers both meet the Company's auditor independence standards and are qualified to serve as the Company's certifying accountants. Independence index evaluation items include that certified accountants do not serve as directors and supervisors of audit clients, managers or positions that have a significant impact on audit cases, certified accountants that have no direct or indirect material financial interest with the Company, certified accountants that have no significant business relationship or employment relationship with the Company, and certified accountants that did not promote or intermediary 15 items such as stocks or other securities issued by the Company. Performance index evaluation items include servicequality, professionalism,and timelycooperation. |
||
| IV. Has the company has appointed an appropriate number of competent corporate governance personnel and designated a corporate governance officer to be responsible for corporate governance affairs (including but not limited to providing directors and supervisors with the materials required for performance of their duties, assisting directors and supervisors with compliance, handling matters related to board meetings and the shareholders' meetings, and preparing minutes of board meetings and shareholders' meetings)? |
v | The Company's part-time staff responsible for corporate governance-related matters is Assistant Vice President Ya-Fei Yang, the company's financial supervisor. She has more than three years of experience in financial management for public offering companies. She is responsible for integrating corporate governance regulations and systems and promoting corporate governance-related matters. Her main responsibilities are to supervise the financial department and the stock affairs unit to handle the convening and discussion procedures of the board of directors and shareholders, prepare meetingminutes and information disclosure, provide directors with |
None |
24
| Operations | Deviation from the Corporate Governance Best Practice Principles for TWSE/ TPEx Listed Companies and the reasons therefor |
|||
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| information needed to perform business, assist directors to comply with laws and regulations, assist directors to take office and continue their education, and other related matters. The Division Director completes professional training as required by laws and regulations. For relevant information on continuing education, please refer to (9) Managers’ continuing education related to corporate governance. The promotion of corporate governance business in 2025 is as follows, and reported to the board of directors: 1. Set up a nomination committee under the board of directors to supervise the planning and implementation of the corporate governance system of the Company and its subsidiaries. Regularly report to the board of directors on important issues related to the company's business areas and corporate governance or revisions to laws and regulations. 2. Refresher continuing education courses meeting the prescribed hours shall be arranged as per the needs of board members. 3. Independent directors regularly communicate with accountants and auditors and accounting supervisors to implement the internal audit and internal control system. 4. The agenda of the board meeting shall be notified to the directors seven days in advance, the meeting shall be convened and the meeting materials shall be provided. When there is a risk of a conflict of interest in a proposal, the interests should be avoided during discussion and voting, and the minutes of the board meeting should be completed and sent to all directors within 20 days after the meeting. 5. To implement corporate governance, the performance evaluation of the board of directors, functional committees and individual directors should be conducted on a regular basis in accordance with the "Performance Evaluation Measures for the Board of Directors" stipulated by the Company. 6. A legal person briefing session should be held on annual business performance, and dedicated personnel should be set up to serve shareholders, and a diversified communication channel should be established with investors. 7. The date of the shareholder meeting shall be fixed as per the law, and the meeting notice, procedure manual, and minutes of the meeting shall be produced and published within the statutory time limit, and change registration matters such as revision of the articles of association or director re-election shall be handled within the statutorytime limit. |
||||
| V. Has the Company has established communication channels with stakeholders (including but not limited to shareholders, employees, clients, and suppliers) and set up a section dedicated to stakeholders on the Company's website to properly respond to stakeholders’ major CSR issues of concern? |
v | The Company respects and safeguards the legitimate rights and interests of interested parties, and sets up a special area for interested parties and contact information of relevant corresponding units on the Company's website, and assigns special personnel to handle it, properly responding to the concerns of stakeholders, including related issues including corporate social responsibility. The communication between the Company and the stakeholders and the handling of major disputes were reported to the Board of Directors on November 4,2025. |
None | |
| VI. Does the Company appoint a professional stock affairs agency to handle the affairs related to shareholders' meetings? VII. Information disclosures (I) Has the company set up a website to disclose information on financial business and corporate governance? (II) Does the Company adopt other methods to disclose information (such as setting up an English website, designating personnel to collect and disclose company information, implementing a spokesperson system, or placing the proceeding of investor conferences on the Company website)? |
v v v v |
The Company appointed Taiwan New Comprehensive Securities Stock Agency Department as a professional stock affairs agencyto handle shareholders' meetingaffairs. |
None | |
| (I) The Company regularly updates and discloses financial, business and corporate governance information on the company website. In addition, corporate briefing sessions and shareholder meetings should be used to explain the Company's governance implementation to investors. (II) The Company instructs the accounting department to be responsible for collecting and disclosing relevant information in public information observation stations and the company website in accordance with regulations. The Company has a spokesperson in accordance with regulations. The relevant information links of the company's legal person briefing sessions are published on the company's website for investors to check. |
None |
25
| Operations | Operations | Operations | Deviation from the Corporate Governance Best Practice Principles for TWSE/ TPEx Listed Companies and the reasons therefor |
|
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| (III) Does the Company announce and submit an annual financial report to the competent authority within two months after the end of each fiscal year and announce and submit the financial reports for the first, second, and third quarters and the operations of each month to the competent authority before a specified deadline? |
v | (III) The company currently submits financial reports and monthly operating schedules in accordance with the stipulated date of "Business Matters to be Handled by Listed Securities Issuers"; it has not announced and submitted annual financial reports within two months after the end of the fiscal year, and the premise of the prescribed deadline Announce assignments early. |
||
| VIII. Does the Company have other important information that facilitates the understanding of the operations of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk measurement standards, the implementation of client policies, and the Company’s purchase of directors and supervisors liability insurance)? |
v | (I) Implementation of employee rights and employee care: Please refer to the paragraph "Labor-Management Relations" of the annual report. (II) Investor relations, supplier relations and rights of interested parties: 1. The Company is committed to improving the transparency of financial information and the immediacy of related financial and business information announcements. Investors can inquire about relevant information on the company's website and public information observation stations. Investors can also ask questions through email, telephone, and website, and the Company will have dedicated personnel to deal with them. 2. The Company's website has set up a "Stakeholders Zone" to provide contact information of relevant counterparts and assign special personnel to deal with it in order to properly respond to issues of concern to investors, suppliers, and stakeholders. (III) For the purpose of strengthening the functions of the Board of Directors, the Company sends notifications to directors from time to time for the participation in professional knowledge training courses organized by related units. For further information on the directors' continuing education, please refer to (9) Managers’ continuing education related to corporate governance. The information is also disclosed on the Corporate Governance section of MOPS (http://mops.twse.com.tw). (IV) Implementation of risk management policies and risk assessment standards: The Company has established various internal measures and performs risk management assessments accordingly. (V) Implementation of customer policy: Suppliers are audited and evaluated on an unscheduled basis as a reference for subsequent purchases. The business unit and the quality assurance unit will jointly implement relevant customer requirements and regulations to achieve the greatest benefit of both parties. (VI) Liability insurance for directors: The Company has taken out liability insurance for directors to protect the rights and interests of shareholders. This has been disclosed in "Corporate Governance Zone of Public Information Observatory"(http://mops.twse.com.tw). (VII) The Company reports its intellectual property management plan and its implementation to the Board of Directors annually. The intellectual property management plan and its implementation for thisyear were reported to the Board of Directors on July31,2025. |
None | |
| IX. Please explain the improvement in the corporate governance evaluation results released by the Corporate Governance Center of TWSE Co., Ltd. in the most recent year, and propose priority enhancements and measures for those that have not improved: The Company operates in accordance with the Code of Practice for Corporate Governance of Listed OTC Companies, and completes the improvement of the Company's corporate governance status based on the corporate governance evaluation results of the competent authority. In addition, to continuously strengthen corporate governance, directors were encouraged to attend the shareholders meeting in person. To enhance its international perspective, the Company established an English version of its official website this year. For sustainable development, the Company regards talent as a core asset for sustainable development and, starting from 2025, regularly conducts annual satisfaction surveys of all employees to listen to voices from the front line.(The 2025 employee satisfaction surveyscored 3.67points(5-point scale),and improvementplans wereproposed based on the surveyresults.) |
26
(VI) The promotion of sustainable development and the deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor:
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
|||||||
|---|---|---|---|---|---|---|---|
| Operations | |||||||
| Item | |||||||
| Yes | No | Brief description | |||||
| I. Has the Company established a governance structure to promote sustainable development and set up a dedicated (concurrent) unit to promote sustainable development, governed by the senior management as authorized by the board of directors, which supervises the implementation? |
v | To implement corporate sustainable development, the Company established the functional committee under the Board of Directors, the "Sustainable Development Committee," in 2026, which serves as the Company's highest-level organization for implementing corporate social responsibility. The General Manager serves as the convener and formulates specific promotion plans and implements various sustainability issues in the three major aspects of environment, society, and corporate governance. Each year, the convener reviews performance, target achievement, and continuously reviews and improves them, and through the division of work among departments, fulfills the commitment to corporate sustainability. The Committee is supervised by the Board of Directors and the chairperson reports to the Board of Directors on the implementation of the sustainable development and the achievement of the goals. The Board of Directors supervises the formulation and implementation of the sustainable development goals, and gives relevant suggestions and guidance based on the Committee's report. The Committee has issued a sustainability report in 2025 to disclose the performance of all operatingactivities in the economic,social,and environmental aspects. |
None | ||||
| II. Does the Company conduct risk assessments of environmental, social, and corporate governance issues related to company operations as per the principle of materiality? Has the Company formulated relevant risk management policies or strategies? |
v | The Company, upholding the principles of sustainable development, has established the "Risk Management Policy and Procedures," with the Board of Directors serving as the highest unit for risk management, aiming to promote and implement the Company's overall risk management in accordance with the overall operational strategy and business environment and in compliance with applicable laws and regulations, and bearing the ultimate responsibility for risk management; senior management is responsible for planning and directing the execution of the Board of Directors' risk management decisions, and coordinating cross-departmental risk management interaction and communication; each functional unit is responsible for analyzing, managing, and monitoring the relevant risks within its respective unit; in addition, the internal audit, as an independent unit, assists the Board of Directors in supervising the implementation of the risk management mechanism to ensure that the risk control mechanisms and procedures are effectively executed. The scope of risk management covers hazard risks, operational risks, financial risks, strategic risks, compliance risks/contract risks, environmental risks, and other risks. The effective implementation of the risk management process (including risk identification, risk assessment, risk monitoring, risk reporting, and response to risks) is used to implement the Company's risk management mechanism. While pursuing sustainable business operations and profits, the Company conducts risk assessments on important issues based on the principle of corporate social responsibility, and formulates relevant risk management policies or strategies as follows: Major issues Risk Assessment Items Risk management policy or strategies Environment Environmental protection The Company has been committed to environmental protection for a long time, and continues to promote "industrial waste reduction", "energy conservation" and "resource recycling". It has passed the "ISO 14001 Environmental Management System" certification to control the impact of the production process on the environment. The company also uses the "ISO 14064 Greenhouse Gas Inventory Management System" to effectively control and reduce CO2 emissions. At the same time, plans and programs for implementation are formulated every year, and the progress of various goals is regularly tracked and reviewed to ensure the achievement of thegoals. |
None | ||||
| Major issues | Risk Assessment Items |
Risk management policy or strategies | |||||
| Environment | Environmental protection |
The Company has been committed to environmental protection for a long time, and continues to promote "industrial waste reduction", "energy conservation" and "resource recycling". It has passed the "ISO 14001 Environmental Management System" certification to control the impact of the production process on the environment. The company also uses the "ISO 14064 Greenhouse Gas Inventory Management System" to effectively control and reduce CO2 emissions. At the same time, plans and programs for implementation are formulated every year, and the progress of various goals is regularly tracked and reviewed to ensure the achievement of thegoals. |
27
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
|||||||
|---|---|---|---|---|---|---|---|
| Operations | |||||||
| Item | |||||||
| Yes | No | Brief description | |||||
| Social | product security | All products of the Company comply with government regulations and laws. The Company refers to the EU RoHS directive in the use of raw materials, does not use related banned substances as raw materials, and has excluded the use of related harmful substances that are harmful to the environment or human body. In terms of material use, prolong the use time or recycle as much as possible to reduce resource consumption. At the same time, to ensure the quality of customer service, the Company has established norms, conducted customer satisfaction surveys through written, telephone, Internet or face-to-face interviews, kept abreast of customer satisfaction to improve service and cooperation quality, and formulated relevant documents to protect consumer rights policies and complaintprocedures. |
|||||
| Corporate governance |
Information security and legal compliance |
The Company attaches great importance to information security and confidential information protection, and has established firewalls, information security equipment, anti-virus software and other information security-related protective measures. Avoid external attacks such as malicious hackers, computer viruses, and extortion emails, which will affect the stable operation of the company's operating system. By establishing a governance organization and implementing an internal control mechanism, it is ensured that all personnel and operations of the Companytrulycomplywith relevant laws and regulations. |
|||||
| Innovation and intellectual property management |
1. The Company's intellectual property management policy: Encourage research, development, and innovation Strengthen intellectual property deployment Implement confidential information management Protect customer rights and interests Activate intellectual property assets Enhance competitive advantage 2. The Company formulates intellectual property management plans in accordance with its intellectual property management policy and operational objectives, and continuously optimizes its intellectual propertymanagement system and intellectualpropertydeployment. |
||||||
| III. Environmental issues (I) Has the Company set up an appropriate environmental management system as per its industrial characteristics? |
v | The company has implemented "ISO 14001 Environmental Management System" since 1996. The company abides by various laws and regulations and is committed to complying with relevant regulations. The Company promotes many policies and goals through the "Environmental, Safety and Health Committee", thus integrating air pollution control, water pollution management, waste and toxic chemical management into manufacturing and production, and strongly advocates pollution reduction, resource recovery, and energy control. Under the operating environment that complies with the regulations,the impact of theproductionprocess on the environment is effectivelyreduced. |
None | ||||
| (II) Whether the Company is committed to improving energy use efficiency and using renewable materials with low environmental impact? |
v | The Company adheres to the policy of "energy conservation" in ISO 14001 and strives to improve energy conservation matters, including updating operating equipment in the factory: replacing chillers, using low energy consumption or variable-frequencyequipment,installingsolarpowergeneration systems, purchasing green electricity |
None |
28
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
|||||
|---|---|---|---|---|---|
| Operations | |||||
| Item | |||||
| Yes | No | Brief description | |||
| and using recycled water, etc. Hazardous Substance Management System (QC08000) Taiwan Mosel requires that the products provided by suppliers, including materials, parts, semi-finished products, finished products and packaging materials, must comply with international and local environmental regulations, management requirements for hazardous substances and the latest versions of the following laws and regulations: Compliant with EU Directive 2011/65/EU RoHS 2.0 Compliant with EU REACH regulation Compliant with Norwegian PoHS Directive Compliant with SONY SS-00259 regulations Compliant with not using minerals from conflict areas in the Democratic Republic of the Congo Compliant with the managementprocedures of hazardous substances in Mosel's waferplants |
|||||
| (III) Whether the Company assesses the current and future potential risks and opportunities of climate change to the enterprise and adopts relevant response measures? |
v | The extreme changes in the natural resources caused by the global climate change have significantly affected the production activities, and thus reflected in the cost. To achieve the goal of "sustainable operation", the Company must plan and execute related countermeasures in response to this climate condition. Risks: The risk of carbon emission reduction fee levied on GHG emissions is assessed. Response: 1. Updated to plasma local scrubbers. 2. Purchase of green power. 3. Replacement of chillers. 4. Replacement of related frequency equipment. 5. Replacement of lighting equipment (installing LED lights). Opportunity: Apply for the "Voluntary Reduction Plan" to obtain a preferential carbon fee rate (NT$50/ton CO2e) Response: 2021 is the baseline year for the voluntary reduction plan to implement the reduction measures above. The target is to reduce the total GHG emission by42%by2030,and 60%is estimated to be achieved. |
None | ||
| (IV) Has the Company counted the greenhouse gas emissions, water consumption, and total weight of waste over the past two years and formulated policies on greenhouse gas reduction, water consumption reduction, or other waste management? |
v | 1. | The Company has implemented greenhouse gas inventories for several years and completed third-party verification each year to verify the greenhouse gas inventory volume for the previous year. For the reduction of GHG emissions, the Company will seek to replace the chemical with alternative materials, update the Local Scrubber annually, and save energy. As of 2025, 14 high-efficiency plasma local scrubbers had been completed. (1) Greenhouse gas GHG emission in the past three years Unit: metric tons CO2e Year Category 1 Category 2 Category 3~6 Emissions per unit of product 2025 20,778 44,922 11,108 6.69(tonCO2e/m2) 2024 70,126 44,915 11,002 12.92(tonCO2e/m2) 2023 80,834 45,103 9,896 15.79(tonCO2e/m2) The greenhouse gas inventory for 2025 was 65,700 metric tons of CO2e. (Third-party external verification has not yet been obtained) The greenhouse gas inventory for 2024 was 115,041 metric tons of CO2e. The greenhouse gas inventory for 2023 was 125,937 metric tons of CO2e. Reduction plan: Using 2021 as the base year, the Company expects to achieve a 42% reduction in greenhouse gas emissions by2030. |
None |
29
The deviation and Operations the reason for deviation from the Corporate Item Sustainability Best Practice Yes No Brief description Principles for TWSE/ TPEx Listed Companies
(2) Water consumption Mosel adopts the ISO 14001 system to implement relevant resource conservation and effective reuse, with water resource management measures which covers wastewater recycling and reduced tap water consumption. Tap water consumption Unit: metric tons
| Year | Total water |
Water consumption of process per unit |
|---|---|---|
| 2025 | ~~ti~~ 678,375 |
76.19(ton/m2) |
| 2024 | 710,949 | 79.85(ton/m2) |
| 2023 | 630,224 | 78.99(ton/m2) |
Relevant recycling systems are installed in the factory area to recycle process drainage, RO concentrated water, air compressor cooling water, evaporator antifreeze water, scrubber drain, cooling tower drain, and air conditioning condensate. The recycled water can reach 1,500mt per day, which are provided in the manufacturing processes or various systems, in order to achieve effective water recycling and reuse. (3) Waste
(3) Waste |
||||
|---|---|---|---|---|
| Wastegeneration Unit: metric tons | ||||
| Year | General | Harmful | Recycling and reuse (%) | Waste output per unit area |
| 2025 | 249 | 328 | 75.9% | 58.76(kg/m2) |
| 2024 | 218 | 286 | 76.7% | 56.61(kg/m2) |
| 2023 | 209 | 236 | 77.12% | 55.89(kg/m2) |
The Company's production process is mainly wafer OEM. In the past three years, the average output of waste totaled approximately 506 metric tons, of which 42% was waste acid, and 26% was waste sludge. Other waste was mainly recovered and reused. Therefore, the overall waste disposal rate was approximately 76%.
==> picture [143 x 101] intentionally omitted <==
IV. Social issues v
- (I) Does the Company formulate relevant management policies and procedures in accordance with applicable laws and the International Bill of Human Rights?
The Company has formulated and implemented the relevant employee management system and procedures in accordance with labor-related laws and regulations and international human rights conventions, in order to protect the legitimate rights and interests of employees and to ensure non-discriminatory treatment in employment policies. The Company has established the "Corporate Social Responsibility Code of Practice", "Mosel Vitelic Prohibition of Child Labor Policy", "Work Rules" and "Regulations Governing the Prevention of Sexual Harassment in the Workplace, None Complaint Filing, and Disciplinary Actions" to build an equal, safe, and dignified working environment. The policy guidelines and implementation of the Company's "Human Rights Policy" are as follows: 1. Prohibition of child labor and prohibition of all forms of forced labor. Prohibition of child labor and prohibition of all forms of forced labor: The Company has established the "Corporate Social Responsibility Code of Practice" to clearly prohibit all forms of forced labor; the Company has also established the "Taiwan MOSAIC
30
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
||||
|---|---|---|---|---|
| Operations | ||||
| Item | ||||
| Yes | No | Brief description | ||
| Prohibition of Child Labor Policy" to ensure that no child labor is employed in any of its operating activities, and has additionally put in place a "Remedial Plan for Misuse of Child Labor" as a preventive measure to protect the rights and interests of the relevant personnel. 2. Strictly prohibit any unlawful discrimination and create a diverse, inclusive, and equal working environment. Strictly prohibit any unlawful discrimination and create a diverse, inclusive, and equal working environment: The Company has established the "Corporate Social Responsibility Code of Practice" to clearly prohibit all forms of discrimination. In addition, throughout all recruitment, hiring, and operational processes, the Company continues to promote and ensure the absence of any improper discriminatory conduct. In addition, the Company is also committed to the implementation of equal rights at work, and equal treatment for applicants or employees of different genders, ages, physical or mental disabilities, religions, nationality or political preferences, and actively build a diverse and friendly working environment. The Company has been recognized by official units multiple times. 3. Safe working environment and zero harassment: The Company has established the "Guidelines for Prevention and Disciplinary Measures for Sexual Harassment in the Workplace", which are publicly disclosed on the Company's intranet and physical bulletin boards. We also conduct unscheduled training and promotion. In 2025, a total of 72 people participated in the relevant courses, totaling 557.5 training hours. The Company will continue to monitor changes in government policies and laws and regulations, and update them at any time. 4. The Company provides employees with the channels and environment to express their views freely, and ensures smooth communication between the employer and employees. In addition to regularly holding labor-management meetings as required by law, the Company also provides effective and unobstructed channels for employees to voice out, such as employee suggestion boxes, sexual harassment complaint channels, email for reporting unethical management or employee ethics. At the same time, we ensure the protection of whistleblowers or the staff involved in investigation. |
||||
| (II) Has the Company formulated and implemented reasonable employee benefit measures (including remuneration, leave, and other benefits) and reflected business performance or achievements in employee remuneration appropriately? |
v | The Company is committed to creating a fair and friendly working environment, providing fair promotion opportunities, and striving to implement equal rights at work. There is no difference in remuneration and welfare measures due to gender, age, physical or mental disability, religion, nationality, or political preference. 1. The Company has formulated work rules and personnel management regulations, covering salary and benefits, vacation system, labor and health insurance benefits, and occupational accident compensation, etc., all of which are in line with the relevant regulations of the Labor Standards Law. The Company has also set up an employee welfare committee, which operates through the welfare committee elected by employees, and holds quarterly meetings to formulate and handle various welfare matters as per the actual situation of the company. 2. The Company provides a wide range of benefits to its employees. In addition to the statutory standards, the Company also provides a wide range of benefits that are superior to the statutory requirements and are closer to the needs of employees. The benefits include: flexible paid leave, meal subsidies, three major holidays, and vouchers, birthday cakes and birthday vouchers, departmental meal subsidies, wedding and childbirth subsidies, bereavement allowances, free family insurance, travel insurance, annual employee health checkups, diverse clubs and large-scale club activities organized by the Welfare Committee, etc. In addition, the Company also provides high-quality lactation rooms, free employee parking bays, welfare and smart vending machines, and holds senior, attendance and model employee appreciation activities every year to give the winning employees awards, cash rewards, and vouchers. 3. The remuneration of the Company's employees includes the salary, allowances, bonuses and earnings bonus. The relevant salary and bonus policies will be based on the ability of employees, their contribution to the Company, their performance, and their association with the Company's operating performance. If the Company makes a profit in the year, no less than 5% of the Company's profits will be distributed as employee remuneration in accordance with the Company's Articles of Incorporation. |
None |
31
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
||||||||
|---|---|---|---|---|---|---|---|---|
| Operations | ||||||||
| Item | ||||||||
| Yes | No | Brief description | ||||||
| 4. | The Company's remuneration, welfare, retirement and talent cultivation system and implementation are detailed in Labor-management relations under Overview of Operations in the annual report. |
|||||||
| (III) Does the Company provide employees with a safe and healthy work environment and offer safety and health education to employees regularly? |
v | 1. 2. 3. |
In accordance with the "ISO 45001 Occupational Safety and Health Management System" labor safety and health policy: "people-oriented, compliance with laws and regulations, hazard prevention, continuous promotion, and full participation" and other five major items, the following operations are performed every year: (1) Working environment measurement: In accordance with the law, the Company conducts a physical and chemical "working environment measurement" every six months to ensure that employees are free from worries in various activities within the scope of the factory workplace. (2) Fire equipment inspection and building safety inspection: a. Every year, the fire protection company is entrusted to inspect the fire protection equipment in the factory area, and if there are any deficiencies, it will be improved immediately, and the inspection results will be reported to the competent authority. b. Every two years, architects are entrusted to the factory to conduct building safety inspections, and the results are reported to the competent authority. c. Every six months, relevant information on public hazardous materials is reviewed and updated, and information such as storage quantities, locations, and characteristics is placed in the guard room to facilitate the provision of supporting information to external assistance units during disaster rescue. (3) Educational Training In accordance with the company's "Environmental Safety and Health Education and Training Operation Measures", new employees of the Company and its consolidated subsidiaries are required to receive safety and health education and training for new employees when they arrive at the job. In addition, relevant professional certification training is carried out as per the work needs of each unit. Every year, fire drills, evacuation and emergency response drills are conducted for all employees to strengthen their various safety protection capabilities. (4) Health service: The infirmary will conduct relevant assessments on the health checkups of new employees, and entrust the health checkup center to conduct employee health checkups every year to implement health management. Reprint relevant health information on a regular basis, or conduct health and hygiene lectures and personal health consultations. Occupational physicians are appointed to visit the factory every month to visit employees for consultation or factory operations, and assist in planning and improving potential hazards. (5) Emergency Response Training for Employees: The following education and training programs are held annually: Fire extinguisher and escape descent device operation training Worker fire evacuation, first aid training, and self-defense firefighting drill SCBA, Class A protective suits, and portable gas detector operation training Emergency response drill Every year, a third party is entrusted to verify the ISO 45001 "Occupational Safety and Health Management System". Occupational Accident Data for 2025 Average headcount Number of work-related injuries Number of occupational injuries Work hour loss |
None | ||||
| Average headcount | Number of work-related injuries |
Number of occupational injuries |
Work hour loss |
32
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
||||||||
|---|---|---|---|---|---|---|---|---|
| Operations | ||||||||
| Item | ||||||||
| Yes | No | Brief description | ||||||
| 626people | 7 | 7people | 0.04% | |||||
| (IV) Has the Company established an effective career development training program for employees? |
v | 1. 2. 3. |
The Company attaches great importance to the career development of employees. During the annual performance interview, the supervisor and colleagues not only review the achievement of work goals, but also put forward suggestions for future development. In order to enhance the professional knowledge, skills and management ability that employees must have when performing their duties, the Company conducts the survey on the training requirements of the managers and employees every year, and prepares and creates budgets, and strengthens the professional ability through internal and external training, in order to cultivate talent. The Company provides diversified training resources, including orientation training, environmental safety and health, management development, semiconductor engineering, quality control certification and other different types of courses. By doing this, employees can have suitable and professional training courses at each stage of their career development, and grow together with the Company. In 2025, a total of 5 training courses were conducted for new recruits, with 72 participants totaling 35 hours; a total of 94 environmental safety and health courses were conducted, with 2,348 participants, totaling 497.5 hours; a total of 41 management development courses were conducted for 609 participants, totaling 209.5 hours; a total of 20 semiconductor engineering courses were conducted for 744 participants, totaling 169 hours; a total of 14 quality control certification courses were conducted for 285 participants, totaling 88.5 hours. In 2024, the Company won the Bronze Medal in the Talent Quality-management System (TTQS) evaluation of the Labor Development Agencyof the Ministryof Labor. |
None | ||||
| (V) Does the Company comply with applicable laws and international standards regarding issues, such as customer health and safety, customer privacy, as well as marketing and labelling of products and services? Has it formulated relevant policies and complaint procedures to protect consumers’ or customers’ rights and interest? |
v | To ensure and maintain the health and safety of customers and ensure the quality of customer service in all aspects, the Company regularly holds quality management meetings, production and sales meetings, and business meetings. The Company has formulated relevant documents to protect consumer rights policies and complaint procedures (for example: customer satisfaction survey procedures, customer complaints/returns/discount processing procedures), and provide customers with transparent and effective complaint channels for the company's products and services, and deal with customer complaints fairly and promptly, and abide by relevant laws and regulations to respect the privacy of customers and protect the information provided by customers. Conduct customer satisfaction surveys through written, telephone, Internet or face-to-face interviews. In addition to confirming that the needs of customers have been met, the improvement plan for the next year will be planned based on the feedback information, thereby further improving service satisfaction. The Company attaches great importance to the feedback from interested parties, and has set up a contact window and method on the company website to provide a smooth channel for complaints. The Company follows relevant laws and regulations and international standards to implement relevant management systems (for example: IECQ QC080000 HSPM Hazardous Substance Process Management) to meet customer requirements. If there are relevant chemical regulations on products, they can be analyzed through the International Bureau of Standards and Inspection. |
None | |||||
| (VI) Does the Company formulate supplier management policies, requiring suppliers to follow relevant norms on issues such as environmental protection, occupational safety and health, or labor rights, and their implementation? |
v | The Company maintains long-term cooperative relations with domestic and foreign suppliers to jointly establish a stable and sustainable supply chain, and is committed to social responsibility, environmental protection, occupational safety and health, labor human rights and corporate ethics issues. The Company has formulated a code of conduct for suppliers and requires major suppliers to sign the "Supplier Corporate Social Responsibility Commitment Letter" before dealing with them. In addition, the procurement environmental safety and health management operation procedures are formulated to ensure that theprocurement of raw materials,technicalproducts,etc. complywith national laws and regulations and |
None |
33
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
||||
|---|---|---|---|---|
| Operations | ||||
| Item | ||||
| Yes | No | Brief description | ||
| environmental safety and health requirements, and fulfill the green supply chain management and corporate social responsibility. The Company also regularly audits and evaluates suppliers as a reference for subsequent purchases. Supplier management policy, code of conduct and implementation, please refer to the company's website: www.mosel.com.tw 1. Supplier management Mosel Vitelic views its suppliers as important partners and is committed to maintaining long-term cooperative relationships with both domestic and foreign suppliers to jointly establish a stable and sustainable supply chain. In addition to ensuring the quality, delivery, and price of supplier products, the Company also urges suppliers to implement environmental protection, improve safety and health, and value human rights, jointly fulfill corporate social responsibility, and establish sound risk management and business continuity plans. 2. Supplier management implementation status (1) Supplier selection The Company conducts evaluations in accordance with the "New Raw Material Evaluation Procedure" and the "Raw Material Supplier Management Procedure." Suppliers that pass the relevant evaluation procedures and are determined to be qualified suppliers may be included in the "Qualified Suppliers and Materials List," and only then may procurement be made from such suppliers. (2) Supplier evaluation Regular evaluations are conducted on the quality, delivery, price, and level of cooperation of major raw material suppliers to ensure that raw material suppliers can provide Taiwan Silicon with products of stable quality. (3) Supplier audits The Company conducts audit operations by audit members from different functional departments (composed of personnel from quality control, procurement, users, quality, and other related functions) in accordance with the requirements of the TS16949 / ISO9001 quality system to assess whether suppliers meet Taiwan Silicon'squalityrequirements. |
||||
| V. Has the Company referred to the internationally accepted reporting standards or guidelines to prepare reports, such as ESG reports that discloses the Company’s non-financial information? Has the previous disclosure report obtained the confirmation orguarantee opinion of the third-partyverification unit? |
v | The Company prepared its sustainability report in accordance with the guidance and framework set out in the new version of the Global Reporting Initiative GRI Standards (2021) and in compliance with the requirements of the "Regulations Governing the Preparation and Filing of Sustainability Reports by TWSE/TPEx Listed Companies"; however,it has not obtained an assurance or verification opinion from a third-partyassuranceprovider. |
None | |
| VI. Where the Company has formulated its own sustainable development code in accordance with the Sustainable Development Best Practice Principles, please specified the differences between the implementation and the principles: On November 9, 2016, the Company's board of directors approved the establishment of the company's "Corporate Social Responsibility Code of Practice" to strengthen the implementation of corporate social responsibility. The Company will regularlyreview the implementation in accordance with the code and improve accordingly,and there has been no difference in the implementation so far. |
||||
| VII. Other material information helpful to understanding the implementation status of promoting sustainable development: In addition to striving for performance growth, the Company adheres to the principles of innovation, integrity, and fairness, and formulates various measures to fully fulfill the responsibilities of social citizens. It is also committed to product green design and clean production, and actually implements various WEEE directives. The prevention and reduction of various polluting wastes generated in the manufacturing process, as well as the conservation and effective use of resources are the safety and health management regulations specially formulated by the company for environmental protection. This ensures the implementation of various safety and health management operations and activities, as well as the work safety of all personnel. Friendly workplace: committed to promoting equal employment, preventing workplace gender discrimination and workplace sexual harassment, and implementing four major protection programs for maternity protection, unlawful workplace infringement, overwork management, and ergonomics. Won the 2017-2023 Excellence Prize for the Certification of the Breastfeeding Room Granted by Hsinchu City Government Won the 2019 Excellence Award of Promoting Workplace Work Equal Rights of Hsinchu Science Park. Won the 2018 Award of Promoting Workplace Work Equal Rights of Hsinchu Science Park. Won the 2017 Excellence Award of Promoting Workplace Work Equal Rights of Hsinchu Science Park. Employee Care: |
34
| The deviation and the reason for deviation from the Corporate Sustainability Best Practice Principles for TWSE/ TPEx Listed Companies |
||||
|---|---|---|---|---|
| Operations | ||||
| Item | ||||
| Yes | No | Brief description | ||
| Organize employee health checks, irregular health lectures, and flu vaccinations. Carry out maternal protection care for employees who are pregnant and one year after giving birth. Organize smoking cessation activities to publicize the concept of smoking hazards. Organize various internal and external education and training courses. Won the 2020 Workplace Health Promotion Certification of the Health Promotion Administration, Ministry of Health and Welfare Social engagement and contribution: Won the 16th Golden Exhibition Award of the Ministry of Labor in 2018 and 21st Excellent Deeds Award-Excellent Enterprise for Employing People with Disabilities of the Ministry of Labor in 2023. Won the 2016 Excellent Unit for Overemployment of People with Disabilities by the Hsinchu City Government. Won the Golden Exhibition Award of the Labor Committee of the Executive Yuan for the Excellent Organization (institution) for Employing the Disabled for six consecutive years from 2008 to 2013. Held blood donation activities every year. Organize donating invoices to send love public welfare activities. Joined the ranks of Hsinchu City corporate volunteer firefighters, and in 2025 dispatched 20 personnel to the fire department for disaster relief training. Participated in the "2025 Sustainable Development Plan Action Program" organized by the Science Park Administration, carrying out matters including: power saving by turning off lights, participation in sustainability forums and Satoyama Initiative activities, and exhibition activities showcasing performance results during Occupational Safety, Health and Environmental Protection Month. Environmental Sustainability The Company sorts garbage, recycles reusable resources, and reuses relevant packaging materials. All types of waste generated in the factory is are entrusted to the manufacturers approved by the competent authority to assist in the removal and treatment, and online declaration is made as per the law. The target of GHG emission reduction: We have set the target to reduce GHG emissions by 42% by 2030 based on 2021 as the baseline year. The daily recovery of water can reach 1,500 tons, and then provided to the process or various systems to achieve water recycling. Environmental and quality-related certifications: ISO9001 Quality Management System Certification QC080000 Hazardous Substance Management System IATF16949 Automotive Industry Quality Management System Certification ISO 14001 Environmental Management System Certification ISO 14064 Greenhouse Gas Inventory ISO 45001 Occupational Safetyand Health Management System Certification |
35
(VII) The situation and reasons for the performance of integrity management and its differences from the code of integrity management of listed OTC companies:
| Operations | Operations | Operations | Deviation from the code of integrity management for TWSE/TPEx Listed Companies and the reasons therefor |
|
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| I. Formulation of ethical management policies and plans (I) Has the Company formulated an ethical management policy approved by the board of directors and disclosed the policy and practice of ethical management in its regulations and public documents? Are the board of directors and the senior management committed to actively implementing the policy? (II) Has the Company established an assessment mechanism for the risk of unethical conduct to regularly analyze and evaluate the business activities with a higher risk of unethical conduct within the business scope and formulated a prevention plan accordingly, at least covering the prevention measures for the acts under each subparagraph under Article 7, paragraph 2 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? (III) Does the Company clearly define operating procedures, behavior guidelines, punishment and complaint systems for violations in the plan for preventing dishonesty, and implement them, and regularly review and revise the previous disclosure plan? |
V V V |
(I) The Company has formulated the "Integrity Management Operation Procedures and Behavior Guidelines" and submitted it to the board of directors for approval, expressly expressing the company's integrity management policies and practices and the commitment of the board of directors and management to actively implement this business policy. In addition, the Company will also publicly disclose the "Integrity Management Operation Procedures and Behavior Guidelines" on the public information observation station and the company's website. (II) The Company's "Integrity Management Operation Procedures and Behavior Guidelines" and "Employee Code of Ethics" have covered the prevention of dishonest behavior, and will continue to analyze and evaluate the business activities with higher risk of dishonesty within the scope of business, in order to prevent the occurrence of various dishonest acts mentioned above. (III) The Company clearly stipulates the terms and conduct guidelines for conflicts of interest, confidentiality of customer information, business gifts, fair trade and competition in the "Integrity Management Operation Procedures and Behavior Guidelines" and "Employee Ethics Code". To prevent the occurrence of dishonest behaviors, the Company has formulated the whistleblower system of "Reporting Illegal and Unethical or Dishonest Behavior Cases", and reduced the risk of various types of dishonest behavior through internal control operations and routine audits. |
None | |
| II. Implementation of ethical management (I) Does the Company evaluate the integrity records of its counterparties, and specify the terms of honest behavior in the contracts it signs with its counterparties? (II) Has the Company established a dedicated (concurrent) unit under the board of directors to conduct ethical corporate management, regularly (at least once a year) report to the board of directors on its ethical management policies and prevention plans for unethical conduct, and supervise the implementation? |
V V |
(I) In addition, the Company shall require major suppliers to provide a "Supplier's Corporate Social Responsibility Letter of Commitment" before dealing with them. If dishonest behavior is involved, the contract and transaction related to the breach of the letter of commitment may be terminated, stopped or terminated at any time. (II) The Company has established the Corporate Governance Committee to handle matters related to ethical corporate management. Each department formulates, implements and supervises integrity management policies and prevention plans as per its duties and scope to ensure the implementation of the integrity management code, and will regularly report the implementation situation to the board of directors every year. The implementation of the Company's ethical corporate management policy in 2025 was reported to the Board of Directors on November 4, 2025. The relevant implementation is as follows: Code of Integrity Management: To guide the behavior of the company's personnel to comply with ethical standards, to make the company's stakeholders better understand the company's ethical standards, and to ensure the company's sustainable operation and development, the "Integrity Management Operation Procedures and Behavior Guidelines" and the "Employee Code of Ethics" have been formulated, which clearly stipulates that the company's personnel should abide by relevant laws and the principle of good faith when handling various businesses. Whistleblower system and whistleblower protection: The Company has formulated the "Measures for Handling Cases of Reporting Illegal, Unethical or Dishonest Behaviors" to actively prevent dishonest behaviors and encourage internal and external personnel to report dishonest or inappropriate behaviors. |
None |
36
| Operations | Operations | Operations | Deviation from the code of integrity management for TWSE/TPEx Listed Companies and the reasons therefor |
|
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| (III) Does the Company formulate policies to prevent conflicts of interest, provide appropriate reporting channels, and implement them? (IV) Has the Company has established an effective accounting system and an internal control system for the implementation of ethical management and assigned the internal audit unit to formulate relevant audit plans based on the assessment results of the risk of unethical conduct and audit the compliance with the unethical conduct prevention plan accordingly or commissioned a CPA to perform such audits? (V) Does the Company regularly hold internal and external education and training on ethical management? |
V V V |
The stakeholder area on the company website provides effective communication methods for employees, shareholders, stakeholders, and outsiders, and establishes a whistleblower protection system, promising to protect whistleblowers from being improperly dealt with due to whistleblowing. Employees of the Company can also respond to various management levels and human resources units through the employee communication mailbox. If there are any illegal circumstances involved, the audit unit will report to the Board of Directors. In 2024, there were no cases involving illegal behavior. (III) The Company's "Integrity Management Operation Procedures and Behavior Guidelines" and "Employee Code of Ethics" clearly stipulate the policy of preventing conflicts of interest, and provide appropriate reporting channels for implementation. (IV) The Company has formulated effective accounting systems and internal control systems based on the principle of good faith, and designed important control procedures for business operations that require a high degree of integrity, which have been approved by the audit committee and the board of directors. An internal audit plan is formulated based on risk assessment every year. Any high-risk operation activities are listed as the primary inspection item. The audit operation is carried out in an objective and neutral manner, and the effectiveness of internal control is inspected, suggestions for improvement are made, and the improvement situation is continuously tracked, implementing the integrity management compliance of various operations and improving the Company's operating efficiency. (V) The Company organizes internal and external education and training related to integrity management every year. In 2025, internal and external education and training on issues related to integrity management, including legal compliance, internal control and internal audit, intellectual property rights, personal information management, business secrets, ESG, risk management and information security courses, a total of 291 participants, with a total number of traininghours is 709 hours. |
||
| III. Implementation of the Company’s whistleblowing system (I) Has the Company formulated a specific whistleblowing and reward system, established a convenient whistleblowing method, and assigned appropriate personnel to handle the party accused? (II) Has the Company formulated standard operating procedures for investigation of reported cases, the follow-up measures to be taken after the investigation is completed, and a confidentiality mechanism? (III) Does the Company take measures to protect whistleblowers from being mistreated due to their whistleblowing behavior? |
V V V |
(I) The Company has established the "Handling Measures for Reporting Cases of Illegal, Unethical or Dishonest Behaviors", and set up an employee suggestion box, email, and complaint hotline to provide a convenient channel for reporting. The audit unit is the designated unit to handle the reporting of cases, and the investigation unit will be sent the case according to relevant regulations. If the case is verified to be true, the whistleblower may be awarded appropriately according to the importance. (II) The Company has specified the standard operating procedures for investigation, and a confidentiality mechanism in the Procedures for Handling Cases of Illegal and Unethical or Dishonest Conduct. (III) The Company has established measures to protect whistleblowers from being improperly dealt with due to whistleblowing in the "Handling Measures for Reporting Illegal, Immoral or Dishonest Behavior Cases". |
None | |
| IV. Enhanced information disclosure Has the Company disclosed the content of its Corporate Governance Best Practice Principles and the effectiveness of the implementation of the principles on its website and the MOPS? |
V | The integrity management operation procedures and behavior guidelines have been disclosed on the Company's website and public information observation station, and the implementation of integrity management has been disclosed on the website. |
None | |
| V. If the Company has formulated its own Corporate Governance Best Practice Principles as per the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, please specify the difference between its operation and the principles: The company has formulated the "Integrity Management Operation Procedures and Behavior Guidelines" as per the "Code of Integrity Management for Listed OTC Companies", which was approved and promulgated by the board of directors andpublished on the company's website. There is no major difference between the actual operation and the code requirements. |
37
| Operations | Operations | Operations | Deviation from the code of integrity management for TWSE/TPEx Listed Companies and the reasons therefor |
|
|---|---|---|---|---|
| Item | ||||
| Yes | No | Brief description | ||
| VI. Other important information that helps to understand the company's integrityand operation: None. |
38
(VIII) Information on climate of TWSE/TPEx-listed companies: Implementation of climate-related information
| Item | Implementation |
|---|---|
| (1) Describe the monitoring and governance of climate-related risks and opportunities by the Board of Directors and management. |
The Company has established a carbon reduction task force and regularly hold carbon reduction meetings to review the status of GHG emissions, plan carbon reduction targets and methods. We also cooperate with national policies to flexibly adjust carbon reduction strategies to achieve the goal of GHG reduction. Report the implementation of GHG reduction at the quarterly Board meeting, and propose relevant implementation measures, andplan reduction targets,etc. |
| (2) Describe how the identified climate risks and opportunities affect the Company's business, strategy and finance (short-, medium-, and long-term). |
Short-term is defined as 1-3 years, mid-term is defined as 3-5 years, and long-term is defined as more than 5 years. Assess the potential financial and operational impacts of the main climate risks and opportunities with high impact and high probability, and formulate a response plan. Short-term climate risk is mainly due to carbon tariff, and it is expected that the tariff will gradually increase the operating cost, resulting in a decrease in profits. Short-term climate risk is the rise in water and electricity prices, which will increase production costs and operating costs. Mid-term climate risk is the rise in water and electricity prices, which will increase production costs and operating costs. Long-term climate risk is the same as the national policy - achieving the net zero target by 2050. Response: Replacement of tail gas treatment equipment (local scrubber) in the manufacturing process Purchase of green power Replacement of chillers Replacement of related frequency equipment Replacement of lightingequipment(installingLED lights) |
| (3) Describe the financial impact of extreme climate events and transformation actions. |
The Company has considered the potential financial impact of revenue, cost and capital expenditure for the main climate risks and opportunities. Take low-carbon technology as an example. The Company is committed to process improvement to reduce GHG emissions, including the acceleration of the replacement of energy-saving components in the machines, and the installation of tail gas treatment equipment. The Company continues to implement energy-saving projects of production machines and factory facilities. Although the new equipment increases capital expenditure,it at the same time reduces carbon costs. |
| (4) Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
The Company's Sustainable Development Committee coordinates with relevant departments to jointly review the Company's internal and external risks. The Company integrates various types of risks, including strategic, operational, financial and disaster aspects, to assess the likelihood and severity of their occurrence, to define the sequence and risk levels of risk item. The Company promotes risk response measures for its major risk issues, and ensures that climate change risks are included in the Company's long-term operational risk management. |
| (5) If a scenario analysis is used to assess the resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors, and main financial impacts used shall be described. |
The Company has not yet used scenario analysis to assess the resilience to the climate change risks. |
| (6) If there is a transformation plan in place to manage climate-related risks,specifythe |
To mitigate the impact of climate change, the Company has actively promotedgreenhousegas emission reduction and has |
39
content of the plan, and the indicators and passed the Ministry of Environment's review of the "Voluntary targets used to identify and manage physical Reduction Plan," obtaining a preferential carbon fee rate of A risks and transformation risks. (NT$50/ton CO2e). The plan target is to complete a 42% reduction in greenhouse gas emissions by 2030, and related measures will subsequently be gradually promoted with a view to achieving net zero emissions by 2050. Replacement of tail gas treatment equipment (local scrubber) in the manufacturing process Purchase of green power Replacement of chillers Replacement of related frequency equipment Replacement of lighting equipment (installing LED lights)
(7) If internal carbon pricing is used as a planning Internal carbon pricing was not used in 2025. tool, the basis for setting the pricing shall be stated.
(8) If climate-related goals have been set, specify the activities covered, the scope of GHG emissions, the planned schedule, and the progress made in each year. If carbon credits or renewable energy certificates (RECs) are used to achieve the relevant targets, the source and quantity of carbon credits to be offset or the quantity of renewable energy certificates (RECs) shall be specified. Climate-related goals: Reduce "GHG emissions" by 42% in all plants by 2030. Reduction implementation content
Category 1: Replace the tail gas treatment equipment (local scrubber) in the manufacturing process.
Category 2: Purchase of green power, replacement of chillers, replacement of related frequency equipment, replacement of lighting equipment (installation of LED lights).
Planned time line: the relevant reduction plan will be implemented from 2021 to 2030, and it is estimated that the reduction can reach 42% by 2030.
In 2025, the Company acquired 1,233 T-RECs for the use of renewable energy.
| (9) | GHG inventory and assurance status, as well as reduction goals, strategies, and concrete action plans are shown in 1-1 and 1-2. 1-1. GHG inventory and assurance for the most recent two years: 1-1-1. GHGinventoryinformation Year Category By company Total emissions (tCO2e) Intensity (tCO2e/NT$million) 2025 Category1 and 2 The Company 65,700 32.25 2024 Category1 and 2 The Company 115,041 60.74 2023 Category1 and 2 The Company 125,937 84.92 |
GHG inventory and assurance status, as well as reduction goals, strategies, and concrete action plans are shown in 1-1 and 1-2. 1-1. GHG inventory and assurance for the most recent two years: 1-1-1. GHGinventoryinformation Year Category By company Total emissions (tCO2e) Intensity (tCO2e/NT$million) 2025 Category1 and 2 The Company 65,700 32.25 2024 Category1 and 2 The Company 115,041 60.74 2023 Category1 and 2 The Company 125,937 84.92 |
GHG inventory and assurance status, as well as reduction goals, strategies, and concrete action plans are shown in 1-1 and 1-2. 1-1. GHG inventory and assurance for the most recent two years: 1-1-1. GHGinventoryinformation Year Category By company Total emissions (tCO2e) Intensity (tCO2e/NT$million) 2025 Category1 and 2 The Company 65,700 32.25 2024 Category1 and 2 The Company 115,041 60.74 2023 Category1 and 2 The Company 125,937 84.92 |
GHG inventory and assurance status, as well as reduction goals, strategies, and concrete action plans are shown in 1-1 and 1-2. 1-1. GHG inventory and assurance for the most recent two years: 1-1-1. GHGinventoryinformation Year Category By company Total emissions (tCO2e) Intensity (tCO2e/NT$million) 2025 Category1 and 2 The Company 65,700 32.25 2024 Category1 and 2 The Company 115,041 60.74 2023 Category1 and 2 The Company 125,937 84.92 |
GHG inventory and assurance status, as well as reduction goals, strategies, and concrete action plans are shown in 1-1 and 1-2. 1-1. GHG inventory and assurance for the most recent two years: 1-1-1. GHGinventoryinformation Year Category By company Total emissions (tCO2e) Intensity (tCO2e/NT$million) 2025 Category1 and 2 The Company 65,700 32.25 2024 Category1 and 2 The Company 115,041 60.74 2023 Category1 and 2 The Company 125,937 84.92 |
|---|---|---|---|---|---|
| Year | Category | By company | Total emissions (tCO2e) |
Intensity (tCO2e/NT$million) |
|
| 2025 | Category1 and 2 | The Company | 65,700 | 32.25 | |
| 2024 | Category1 and 2 | The Company | 115,041 | 60.74 | |
| 2023 | Category1 and 2 | The Company | 125,937 | 84.92 |
1-1-2. GHG assurance information
A description of the assurance status for the most recent two years as of the publication date of the annual report, including the scope of assurance, institutions of assurance, criteria of assurance, and opinions of assurance.
| Year | Scope of assurance | Institutions of assurance |
Criteria of assurance | Opinions of assurance |
|---|---|---|---|---|
| 2025 | Third-party external verification has not yet been obtained. (Expected to complete inventory verification on July27) |
|||
| 2024 | All GHG emissions sources within the organizational boundary of Mosel Vitelic Inc. (No. 1, Creation Rd. 1) |
TUV NORD | ISO 14064-1:2006 GHG - Part 1, ISO 14064-1:2018 GHG - Part 1, Ministry of Environment GHG Emission Inventory and Registration Management Measures (September 14, 2023), Guidelines for GHG Emission Inventories (2024 edition), Guidelines for GHG Verification (December 2010), National GHG Registration Platform related regulations. |
Reasonable assurance |
| 2023 | All GHG emissions sources within the organizational boundary of Mosel Vitelic Inc. (No. 1, Creation Rd. 1) |
SGS | ISO 14064-1:2006 GHG - Part 1, ISO 14064-1:2018 GHG - Part 1, Ministry of Environment GHG Emission Inventory and Registration Management Measures (September 14, |
Reasonable assurance |
40
2023), Guidelines for GHG Emission Inventories (2024 edition), Guidelines for GHG Verification (December 2010), National GHG Registration Platform related regulations. 2024 Scope of assurance: All GHG emissions sources within the organizational boundary of Mosel Vitelic Inc. (No. 1, Creation Rd. 1). Assurance institution: TUV NORD Criteria of assurance: ISO 14064-1:2006 GHG - Part 1, ISO 14064-1:2018 GHG - Part 1, Ministry of Environment, Executive Yuan Regulations Governing the Registration and Management of GHG Emissions (September 14, 2023), Guidelines for GHG Emission Inventories (2024 edition), Guidelines for GHG Verification (December 2010), National GHG Registration Platform related regulations. Opinions of assurance: SAS believes that the threshold of Mosel for determining the substantive difference of the GHG definition is 5%, which is used by TUV NORD to confirm the extent of omissions or errors in GHG disclosure. 2023 Scope of assurance: All GHG emissions sources within the organizational boundary of Mosel Vitelic Inc. (No. 1, Creation Rd. 1). Institution of assurance: SGS Criteria of assurance: ISO 14064-1:2006 GHG - Part 1, ISO 14064-1:2018 GHG - Part 1, Ministry of Environment, Executive Yuan Regulations Governing the Registration and Management of GHG Emissions (September 14, 2023), Guidelines for GHG Emission Inventories (2024 edition), Guidelines for GHG Verification (December 2010), National GHG Registration Platform related regulations. Opinions of assurance: SAS believes that the threshold of Mosel for determining the substantive difference of the GHG definition is 5%, which is used by SGS to confirm the extent of omissions or errors in GHG disclosure. 1-2. GHG reduction goals, strategies, and concrete action plans Describe the GHG reduction base year and its data, reduction targets, strategies, and concrete action plans, and achievement of the reduction targets. The Company’s reduction strategies are establishment in accordance with the "Voluntary Reduction Plan" of the Ministry of Environment. Base line year: 2021 (194,418 metric tons of CO2e) Reduction target: Plant-wide “GHG emission” reduction target of 42% by 2030. Reduction strategy: Category 1: Replace the tail gas treatment equipment (Local scrubber) in the manufacturing process. Category 2: Purchase of green power, replacement of chillers, replacement of related frequency equipment, replacement of lighting equipment (installation of LED lights). Concrete plans: (1) Replacement of plasma local scrubbers. (2) Purchase of green power (3) Replacement of chillers (4) Replacement of related frequency equipment (5) Replacement of lighting equipment (installing LED lights) Target achievement: As of 2025, 14 plasma local scrubbers were replaced. Purchase green power (1,233,000 KWH) each year. As of 2025, 3 chillers were replaced. It is estimated that greenhouse gas emissions will be reduced by 60% by 2030 (target reduction: 42%).
-
(IX) Other important information sufficient to enhance the understanding of the operation of corporate governance shall be disclosed together:
-
Disclosed in "Corporate Governance Zone of Public Information Observatory" (http://mops.twse.com.tw).
-
The Company's website: http://www.mosel.com.tw Corporate Governance Zone.
41
- Status of directors' training: All directors of the company have completed the training as per the number of hours specified in the "Implementation Points of Training for Directors and Supervisors of Listed Companies".
| Title | Name | Date of continuing education |
Organized by | Course title | Hours |
|---|---|---|---|---|---|
| Chairman | Yi-Hsien Tang |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.04.11 | Taiwan Corporate Governance Association |
Practical Exploration of Latest Artificial Intelligence Development Trends and Risk Management Frameworks |
3.0 | ||
| Director | Tang-Li angYao |
2025.07.09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and ClimateChangeSummit |
6.0 |
| Director | Hsien-C hung Wu |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.07.03 | Taiwan Corporate Governance Association |
How the Board of Directors Oversees Post-Merger Integration and Establishes Management Mechanisms |
3.0 | ||
| Director | Chien-C hih Lu |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.07.03 | Taiwan Corporate Governance Association |
How the Board of Directors Oversees Post-Merger Integration and Establishes Management Mechanisms |
3.0 | ||
| 2025.07.08 | Taiwan Corporate Governance Association |
Design of Executive Compensation and ESG PerformanceSystems |
3.0 | ||
| Director | Liang-K ai Wang |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.10.22 | The Greater Chinese Financial Development Association |
Industrial Development and Future Opportunities ofGenerative AI |
3.0 | ||
| 2025.11.17 | The Greater Chinese Financial Development Association |
Digital Transformation and AI Applications | 3.0 | ||
| 2025.12.04 | The Greater Chinese Financial Development Association |
Outlook for Global and Taiwan Economic, Financial,and Investment Trends in 2026 |
3.0 | ||
| Director | Chen-Ch ien Chen |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
2025.07.09 |
Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and ClimateChangeSummit |
6.0 | ||
| Director | Yu-Pai Tang |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.08.22 | The Allied Association for Science Park Industries |
Technology-Driven Enterprise Future Control: Intelligent Control to Shape the Future |
3.0 | ||
| Independent Director |
Shao-W en Hsieh |
2025.03.04 | Taiwan Corporate Governance Association |
NVIDIA’s Trillion-Dollar Breakthrough: New Thinking on the Semiconductor Industry Revolution Behind Artificial Intelligence |
3.0 |
| 2025.06.13 | Taiwan Corporate Governance Association |
Trump 2.0: Corporate Strategies for Global Tax Reform andSupply Chain Restructuring |
3.0 | ||
| Independent Director |
Ching-H siang Lin |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.11.11 | Taiwan Corporate Governance Association |
AI Applications, Law, and Audit | 3.0 | ||
| Independent Director |
Chung- Wen Lan |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
2025.07.23 |
The Greater Chinese Financial Development Association |
The Future of Stablecoins and the U.S. Dollar |
3.0 |
42
| Title | Name | Date of continuing education |
Organized by | Course title | Hours |
|---|---|---|---|---|---|
| Independent Director |
Chen-Tu Liu |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.02.21 | Taiwan Corporate Governance Association |
Current Global Economic Conditions | 1.0 | ||
2025.03.26 |
Taiwan Corporate Governance Association |
Creating a New Landscape for Sustainability Conference |
2.0 | ||
| 2025.06.27 | Taiwan Corporate Governance Association |
The Future Direction of DEI (Diversity, Equity,and Inclusion)Policies |
1.0 | ||
| 2025.07.24 | Accounting Research and Development Foundation |
Digital Finance Revolution: Principles of Stablecoins and Blockchain Applications in FinTech |
2.0 |
4. Manager's further studies related to corporate governance:
| Title | Name | Date of continuing education |
Organized by | Course title | Hours |
|---|---|---|---|---|---|
| Accounting Supervisor |
Ya-Fei Yang |
2025.06.26-2025.06.27 | Accounting Research and Development Foundation, Republic of China |
Continuing Education Course for Accounting Executives of Issuers, Securities Dealers and Stock Exchanges |
12.0 |
| Head of corporate governance |
Ya-Fei Yang |
2025.02.06 | Taiwan Corporate Governance Association |
New Era of Corporate Sustainability | 3.0 |
| 2025.11.07 | Accounting Research and Development Foundation, Republic of China |
Key Points and Practical Case Analysis of Internal Control and Internal Audit for “Sustainability Information Management” |
6.0 | ||
| 2025.11.26 | Accounting Research and Development Foundation, Republic ofChina |
Workshop on Preparation and Reporting of Sustainability Information |
6.0 |
(X) Implementation Status of the Internal Control System
- Statement of the Internal Control
43
Mosel Vitelic Inc. Statement of the Internal Control System
Date: February 12, 2026
Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during 2025:
-
I. The Company understands it is the responsibility of the Company’s Board of Directors and management to establish, enforce, and maintain an internal control system. Its purpose is to provide reasonable assurance on the achievement of operating effectiveness and efficiency (including profits, performance, and assets safeguarding), reporting matters with reliability, timeliness, and transparency, and compliance with relevant laws and regulations.
-
II. Internal control systems are prone to limitations. No matter how robustly designed, an effective internal control system merely provides reasonable assurance to the achievements of the three goals above. Furthermore, environmental and situational changes may affect the effectiveness of the internal control system. Nevertheless, the internal control system of the Company contains self-monitoring mechanisms, and corrective action is taken whenever a deficiency is identified.
-
III. The Company determines the effectiveness of the design and implementation of the internal control system on the basis of the criteria for the effectiveness of internal control systems stipulated in the “Regulations Governing the Establishment of Internal Control System by Public Companies” (hereinafter referred to as the “Regulations”). The criteria introduced by the “Regulations” consist of five major elements, each representing a different stage of internal control: 1. Control environment, 2. Risk evaluation and response, 3. Procedural control, 4. Information and communication, and 5. Supervision. Each element further contains several items. Please refer to the “Regulations” for the details of the said items.
-
IV. The Company has adopted the above criteria of internal control systems to assess the effectiveness of the design and implementation of the internal control system.
-
V. Based on the findings of the evaluation, the Company believes that, as of December 31, 2025, its internal control system (including the supervision and management of subsidiaries), including the monitoring of the achievement of its objectives concerning operational effectiveness and efficiency, the reliability, and timeliness and transparency of the reporting and compliance with applicable laws and regulations, is effective in design and implementation, and can reasonably assure the achievement of the above-mentioned objectives.
-
VI. This Statement of Internal Control is the content of our annual report and prospectus for the information of the public. For any forgery and concealment of the aforementioned information to the public, we will be held responsible by law in accordance with Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.
-
VII. The Statement was passed by the Board meeting held on February 20, 2026, with all 11 attending directors affirming and zero directors opposing the content of the Statement.
Mosel Vitelic Inc. Chairman: Yi-Hsien Tang (Signature) President: Chien-Chi Lu (Signature)
==> picture [57 x 114] intentionally omitted <==
- For those who appointed a CPA to review the internal control system, the CPA’s review report shall be disclosed: None.
44
(XI) Significant resolutions of the shareholders' meeting and the board of directors and their implementation for the latest year and up to the date of publication of the annual report
- Important resolutions of the 2025 annual general meeting of shareholders and their
implementation:
| Important resolutions | Implementation |
|---|---|
| Acknowledge the business report and financial statements for 2024 |
Approved by resolution of the shareholders meeting as proposed. |
| Amendment to the "Articles of Incorporation" | These Articles of Incorporation were implemented after the resolution of the shareholders’ meeting. |
| Conduct public offering or private placement of securities to meet the Company's capital needs. |
Resolved by the Board of Directors on February 12, 2026 to discontinue the plan |
- Important resolutions of the Board of Directors in 2025 and as of the date of publication of the annual report:
| Date of meeting | Important resolutions |
| February 20, 2025 10th meeting of the 13th term |
1. The Company's 2024 "Internal Control System Effectiveness Assessment" and "Internal Control System Declaration." 2. Rotation of the CPAs. 3. Evaluation of the independence and suitability of the CPAs, and appointment and audit fees. 4. The Company's 2024 business report and financial statements. 5. 2024 remuneration distribution plan for employees and directors. 6. Amendment to the "Articles of Incorporation’’. 7. The Company's cash distribution from earnings for the second half of 2024. 8. The Company's 2024 earnings distribution. 9. Appointment of representatives for directors and supervisors of the Company's reinvestment company. 10. Conduct public offering and private placement of securities to meet the Company's capital needs. 11. Credit line and foreign exchange line provided by financial institutions. 12. Convening of the Company's 2025 annual general meeting. 13. Review of thepayment of remuneration to theCompany's managers. |
| May 6, 2025 11th meeting of the 13th term |
1. The Company's consolidated financial report for the first quarter of 2025. 2. The Company's 2023 third issuance of RSAs. 3. Appointment of an independent expert for the streamlined merger with a subsidiary, Mao Fu Development Co., Ltd. 4. Credit line and foreign exchange line provided by financial institutions. 5. Review of thepayment of remuneration to theCompany's managers. |
| July 31, 2025 12th meeting of the 13th term |
1. The Company's consolidated financial report for the second quarter of 2025. 2. The Company's cash dividend distribution for the first half of 2025. 3. Amendment to the Company's "Accounting System". 4. Cancellation of RSAs and capital reduction. 5. Amendment to the "Articles of Incorporation’’. 6. Remuneration distribution plan of directors and managers and employees of the companyin theyear 2024. |
| November 4, 2025 13th meeting of the 13th term |
1. Formulate the Company's 2026 annual audit plan. 2. The Company's consolidated financial report for the third quarter of 2025. 3. Cancellation of RSAs and capital reduction. 4. Formulation of the Company's 2026 annual business plan. 5. Credit line and foreign exchange lineprovided byfinancial institutions. |
| February 12, 2026 14th meeting of the 13th term |
1. The Company’s 2025 "Internal Control System Effectiveness Assessment" and "InternalControlSystem Declaration" |
45
| Date of meeting | Important resolutions |
| 2. Evaluation of the independence and suitability of the CPAs, and appointment and audit fees. 3. The Company's 2025 business report and financial statements. 4. The Company's cash dividend distribution for the second half of 2025. 5. Report on the status of issuance of common shares through private placement by cash capital increase. 6. The Company's 2025 loss appropriation. 7. Proposed cash capital increase through issuance of common shares and/or private placement of common shares. 8. Credit line and foreign exchange line provided by financial institutions. 9. Election of the Company's 14th Term directors. 10. Lifting the restriction on competition for new directors and their representatives of the Company. 11. Convening of the Company's 2026 annual general meeting. 12. Formulation of the Company's "Sustainable Development Committee Charter," establishment of the Sustainable Development Committee, and appointment thereof. 13. Review of thepayment of remuneration to theCompany's managers. |
(XII) The directors or supervisors have different opinions on important resolutions passed by the board of directors and have recorded or stated in writing the main contents: None. III. Information on CPA professional fees:
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | |||
|---|---|---|---|---|---|---|
| Name of accounting | Audit fees | Non-audit fees | ||||
| Name of CPA | Audit period | Total | Remarks | |||
firm |
(Note 1) | (Note 2) | ||||
| PricewaterhouseCoopers (PwC) Taiwan |
Shu-Chien Pai | January 1 to December 31, 2025 |
2,000 | 459 | 2,459 | |
| Cheng-Han Chiang |
- Note 1: The audit fee of PwC is the annual consolidated and individual financial statements of the Group company and the tax verification fee of the office.
- Note 2: It mainly consists of service fees for the simple merger change registration and capital verification of the subsidiary Maofu, fees related to the issuance of restricted new employee shares and associated changes, and transfer pricing fees.
-
(I) Where the non-audit fees paid to the CPAs, the CPA firm at which the CPAs work, and the CPA firm’s affiliates account for 25% or more of the audit fees, the amount of audit and non-audit fees and the content of non-audit services shall be disclosed: None
-
(II) If the audit fee paid in the year of change of accounting firm is less than the audit fee paid in the year before the change: None.
-
(III) Audit fees decreased by at least 15% from the previous year: None.
-
IV. Replacement of CPAs: The Company has replaced the CPAs in the past two years due to the internal business adjustment of PwC Taiwan. The Company did not change the CPA firm.
-
V. The chairman, president, manager in charge of financial or accounting affairs of the company, who has worked in the firm of the visa accountant or its affiliated enterprises within the recent year, shall disclose their name, professional title and the period of working in the firm of the visa accountant or its affiliated enterprises: none.
-
VI. Transfer or pledge of shares by directors, supervisors, managers, and shareholders with more than 10% ownership interest:
-
(I) Changes in the transfer of shareholdings and pledge of shareholdings of directors, managers and shareholders holding more than 10% of the shares in the latest year and up to the date of publication of the annual report:
Title Name 2025 2026 up to March 22
46
| Increase (decrease) in the number of pledged shares |
Increase (decrease) in the number of pledged shares |
||||
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares held |
||||
| Chairman andCEO | Yi-Hsien Tang | 30,000 | 0 | 0 | 0 |
| Director | Actron TechnologyCorporation | 0 | 0 | 0 | 0 |
| Representative: Tang-LiangYao | 0 | 0 | 0 | 0 | |
| Representative: Hsien-Chung Wu |
0 | 0 | 0 | 0 | |
| Director and President | Representative: Chien-Chih Lu | 905,000 | 0 | 0 | 0 |
| Director | Liang-Kai Wang | 0 | 0 | 0 | 0 |
| Director | Sino-American Silicon Products Inc. |
0 | 0 | 0 | 0 |
| Representative: Chen-Chien Chen |
0 | 0 | 0 | 0 | |
| Director | Hongyu Franklin Investment Co.,Ltd. |
101,000 | 0 | 0 | 0 |
| Representative: Yu-Pai Tang | 0 | 0 | 0 | 0 | |
| Independent Director | Shao-Wen Hsieh | 0 | 0 | 0 | 0 |
| Independent Director | Ching-HsiangLin | 0 | 0 | 0 | 0 |
| Independent Director | Chen-Tu Liu | 0 | 0 | 0 | 0 |
| Independent Director | Chung- Wen Lan | 0 | 0 | 0 | 0 |
| Vice President | Teng,Chi-Ta | 19,500 | 0 | 0 | 0 |
| Vice President | Yuan,Tein-Ming | 21,000 | 0 | 0 | 0 |
| R&D Supervisor | Chen,Jun-sheng | 0 | 0 | 0 | 0 |
| Finance and Accounting Supervisor |
Ya-Fei Yang | 13,500 | 0 | 0 | 0 |
| Assistant Vice President |
Ming Yang | (13,500) | 0 | 0 | 0 |
| Assistant Vice President |
Cheng Huang | 18,000 | 0 | 0 | 0 |
| Assistant Vice President |
Chien-Hsing Lin | 0 | 0 | 0 | 0 |
(II) Directors, managers and the relative parties to the transfer of shares of shareholders holding more than 10% are related parties: None.
(III) Directors, managers and the relative of equity pledge of shareholders holding more than 10% of the shares are related persons: None.
VII. Information on relationships among the top ten shareholders, including spouses and second degree relatives or closer, among the top ten shareholders:
| March | March | 22,2026 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Related parties or spouses or relatives within the second degree of kinship among the top ten shareholders |
|||||||||
| Shareholding of spouse and underage children |
Total shares held in the name of others |
||||||||
| Shareholding | Remarks | ||||||||
| Name | |||||||||
| Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
||||
| Name | Relationship | ||||||||
| Representative of Actron Technology Corporation: Tang-LiangYao |
46,925,459 | 29.79% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Representative of Hongyu Franklin Investment Co.,Ltd.: Chi-MingLi |
2,000,000 | 1.27% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Citibank (Taiwan) Ltd. in custody for Barclays Capital Securities Co.,Ltd. |
1,389,157 | 0.88% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| JPMorgan Chase Bank, N.A., Taipei Branch (as custodian) for the investment account of J.P. Morgan Securities Ltd. |
1,281,601 | 0.81% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Chien-Chih Lu | 1,033,439 | 0.66% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Ting-Chi Tseng | 986,000 | 0.63% | Not | Not | Not | Not | None | None | - |
47
| March | March | 22,2026 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Related parties or spouses or relatives within the second degree of kinship among the top ten shareholders |
|||||||||
| Shareholding of spouse and underage children |
Total shares held in the name of others |
||||||||
| Shareholding | Remarks | ||||||||
| Name | |||||||||
| Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
||||
| Name | Relationship | ||||||||
| applicable | applicable | applicable | applicable | ||||||
| Cheng-Ying Hsieh | 880,000 | 0.56% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Taiwan Fubon Bank in custody for the restricted shares of Mosel's employees with voting and dividends distribution rights |
715,500 | 0.45% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Yu-Nu Yeh-Lin | 700,000 | 0.44% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
| Citibank (Taiwan) Commercial Bank (as custodian) for the investment account of UBS Europe SE |
695,760 | 0.44% | Not applicable |
Not applicable |
Not applicable |
Not applicable |
None | None | - |
VIII.The total number of shares and total equity stake held in any single enterprise by the company, its directors, managers, and any companies controlled either directly or indirectly by the company:
| December 31,2025 Unit: shares | December 31,2025 Unit: shares | |||||
|---|---|---|---|---|---|---|
| Investments by directors, supervisors, managers, and directly or indirectly controlled businesses |
||||||
| The Company's investment | Integrated investment | |||||
| Investee business | ||||||
| Shareholding percentage |
Shareholding percentage |
Shareholding percentage |
||||
| Number of shares | Number of shares | Number of shares | ||||
| DenMOS TechnologyInc. | 9,585,003 | 84.39% | 397,895 | 3.50% | 9,982,898 | 87.89% |
| Giant Haven Investments Ltd. | 15 | 100.00% | - | 0.00% | 15 | 100.00% |
Note 1: Long-term investments accounted for using the equity method by the Company.
48
Three. Capital Raising Activities
I. Capital and shares
(I) Source of share capital:
Unit: shares/NTD
| Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Year/ Month |
||||||||
| Issue price | Number of shares |
Number of shares |
Paid in properties other than cash |
|||||
| Amount | Amount | Source of share capital | Others | |||||
| 1987.01 | 10 | 16,000,000 | 160,000,000 | 4,000,000 | 40,000,000 | Company establishment | Technical performance for NT$8,000 |
Note 1 |
| 1989.10 | 10 | 16,000,000 | 160,000,000 | 16,000,000 | 160,000,000 | Capital increase in cash | - | Note 2 |
| 1990.04 | 10 | 353,500,000 | 3,535,000,000 | 206,000,000 | 2,060,000,000 | Capital increase in cash | - | Note 3 |
| 1990.12 | 10 | 353,500,000 | 3,535,000,000 | 287,740,369 | 2,877,403,690 | Capital increase in cash | - | Note 4 |
| 1991.12 | 10 | 600,000,000 | 6,000,000,000 | 506,336,137 | 5,063,361,370 | Capital increase in cash | - | Note 5 |
| 1993.06 | - | 600,000,000 | 6,000,000,000 | 369,625,380 | 3,696,253,800 | Capital reduction | - | Note 6 |
| 1994.07 | 10 | 600,000,000 | 6,000,000,000 | 447,550,456 | 4,475,504,560 | Capitalization of earnings | - | Note 7 |
| 1995.05 | 10 | 630,000,000 | 6,300,000,000 | 620,000,000 | 6,200,000,000 | Capitalization of earnings | - | Note 8 |
| 1995.12 | 85 | 750,000,000 | 7,500,000,000 | 750,000,000 | 7,500,000,000 | Capital increase in cash | - | Note 9 |
| 1996.05 | 10 | 2,000,000,000 | 20,000,000,000 | 1,302,056,300 | 13,020,563,000 | Capitalization of earnings | - | Note 10 |
| 1996.12 | - | 2,000,000,000 | 20,000,000,000 | 1,302,818,674 | 13,028,186,740 | Corporate bond conversion |
- | Note 11 |
| 1997.06 | 10 | 3,200,000,000 | 32,000,000,000 | 1,887,888,398 | 18,878,883,980 | Capitalization of earnings and capital reserve, and conversion of corporate bonds |
- | Note 12 |
| 1997.12 | - | 3,200,000,000 | 32,000,000,000 | 1,889,199,582 | 18,891,995,820 | Corporate bond conversion |
- | Note 13 |
| 1998.07 | 10 | 3,200,000,000 | 32,000,000,000 | 2,367,814,192 | 23,678,141,920 | Capitalization of earnings and capital reserve, and conversion of corporate bonds |
- | Note 14 |
| 1998.12 | - | 3,200,000,000 | 32,000,000,000 | 2,369,987,078 | 23,699,870,780 | Corporate bond conversion |
- | Note 15 |
| 1999.03 | - | 3,200,000,000 | 32,000,000,000 | 2,370,013,959 | 23,700,139,590 | Corporate bond conversion |
- | Note 16 |
| 1999.09 | 10 | 3,200,000,000 | 32,000,000,000 | 2,470,013,959 | 24,700,139,590 | Participation in the issuance of overseas depository receipts with cash capital increase |
- | Note 17 |
| 1999.10 | - | 3,200,000,000 | 32,000,000,000 | 2,473,024,826 | 24,730,248,260 | Corporate bond conversion |
- | Note 18 |
| 1999.12 | - | 3,200,000,000 | 32,000,000,000 | 2,491,919,940 | 24,919,199,400 | Corporate bond conversion |
- | Note 19 |
| 2000.03 | - | 3,200,000,000 | 32,000,000,000 | 2,533,615,557 | 25,336,155,570 | Corporate bond conversion |
- | Note 20 |
| 2000.08 | 10 | 3,880,000,000 | 38,800,000,000 | 2,926,426,929 | 29,264,269,290 | Conversion of earnings and corporate bonds |
- | Note 21 |
| 2000.11 | - | 3,880,000,000 | 38,800,000,000 | 2,926,497,697 | 29,264,976,970 | Corporate bond conversion |
- | Note 22 |
| 2001.02 | - | 3,880,000,000 | 38,800,000,000 | 2,926,546,958 | 29,265,469,580 | Corporate bond conversion |
- | Note 23 |
| 2001.07 | 10 | 4,670,000,000 | 46,700,000,000 | 3,239,039,439 | 32,390,394,390 | Capitalization of earnings and capital reserve, and conversion of corporate bonds |
- | Note 24 |
| 2002.11 | 10 | 4,670,000,000 | 46,700,000,000 | 3,639,039,439 | 36,390,394,390 | Capital increase in cash | - | Note 25 |
| 2003.10 | - | 4,670,000,000 | 46,700,000,000 | 4,339,911,922 | 43,399,119,220 | ECB conversion | - | Note 26 |
| 2004.03 | - | 4,670,000,000 | 46,700,000,000 | 2,520,392,202 | 25,203,922,020 | Capital reduction | - | Note 27 |
| 2005.01 | - | 4,000,000,000 | 40,000,000,000 | 1,026,692,202 | 10,266,922,020 | Capital reduction | - | Note 28 |
| 2007.08 | 10 | 4,000,000,000 | 40,000,000,000 | 1,057,492,968 | 10,574,929,680 | Capitalization of earnings | - | Note 29 |
| 2009.08 | - | 4,000,000,000 | 40,000,000,000 | 576,333,668 | 5,763,336,680 | Capital reduction | - | Note 30 |
| 2010.09 | 10.75 | 4,000,000,000 | 40,000,000,000 | 676,333,668 | 6,763,336,680 | Capital increase in cash | - | Note 31 |
| 2012.08 | - | 4,000,000,000 | 40,000,000,000 | 372,254,853 | 3,722,548,530 | Capital reduction | - | Note 32 |
| 2017.09 | - | 4,000,000,000 | 40,000,000,000 | 75,142,161 | 751,421,610 | Capital reduction | - | Note 33 |
| 2018.01 | 13.68 | 4,000,000,000 | 40,000,000,000 | 113,142,161 | 1,131,421,610 | Capital increase in cash by private placement of common shares |
- | Note 34 |
| 2018.12 | 20.50 | 4,000,000,000 | 40,000,000,000 | 155,142,161 | 1,551,421,610 | Capital increase in cash | - | Note 35 |
Unit: shares/NTD
| Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Year/ Month |
||||||||
| Issue price | Number of shares |
Number of shares |
Paid in properties other than cash |
|||||
| Amount | Amount | Source of share capital | Others | |||||
| 2019.04 | - | 4,000,000,000 | 40,000,000,000 | 156,342,161 | 1,563,421,610 | New restricted employee shares |
- | Note 36 |
| 2020.06 | - | 4,000,000,000 | 40,000,000,000 | 156,217,644 | 1,562,176,440 | RSAs and capital reduction |
- | Note 37 |
| 2020.08 | - | 4,000,000,000 | 40,000,000,000 | 156,186,144 | 1,561,861,440 | RSAs and capital reduction |
- | Note 38 |
| 2021.01 | - | 4,000,000,000 | 40,000,000,000 | 156,165,144 | 1,561,651,440 | RSAs and capital reduction |
- | Note 39 |
| 2021.09 | - | 4,000,000,000 | 40,000,000,000 | 156,156,744 | 1,561,567,440 | RSAs and capital reduction |
- | Note 40 |
| 2023.12 | 10 | 4,000,000,000 | 40,000,000,000 | 157,156,744 | 1,571,567,440 | New restricted employee shares |
- | Note 41 |
| 2024.6 | 10 | 4,000,000,000 | 40,000,000,000 | 157,451,744 | 1,574,517,440 | New restricted employee shares |
- | Note 42 |
| 2024.11 | 4,000,000,000 | 40,000,000,000 | 157,391,744 | 1,573,917,440 | RSAs and capital reduction |
- | Note 43 | |
| 114.07 | 10 | 4,000,000,000 | 40,000,000,000 | 157,596,744 | 1,575,967,440 | New restricted employee shares |
- | Note 44 |
| 114.08 | - | 4,000,000,000 | 40,000,000,000 | 157,568,744 | 1,575,687,440 | RSAs and capital reduction |
- | Note 45 |
| 114.11 | - | 4,000,000,000 | 40,000,000,000 | 157,524,744 | 1,575,247,440 | RSAs and capital reduction |
- | Note 46 |
Note: 1. Approved by Letter (76)Yuan-Chi-Zi No. 00436 dated January 8, 1987 by Science Park Bureau.
-
Approved by Letter (78)Yuan-Jin-Zi No. 02986 dated November 16, 1989 by Science Park Bureau.
-
Approved by Letter (79)Yuan-Jin-Zi No. 05680 dated May 26, 1990 by Science Park Bureau.
-
Approved by Letter (80)Yuan-Jin-Zi No. 00692 dated January 30, 1991 by Science Park Bureau.
-
Approved by Letter (80)Yuan-Jin-Zi No. 15779 dated December 30, 1991 by Science Park Bureau.
-
Approved by Letter Yuan-Jin-Zi No. 08729 dated June 28, 1993 by Science Park Bureau.
-
Approved by Letter Yuan-Jin-Zi No. 11057 dated August 16, 1994 by Science Park Bureau.
-
Approved by Letter (84)Yuan-Shang-Zi No. 08170 dated June 15, 1995 by Science Park Bureau.
-
Approved by Letter (85)Yuan-Jin-Zi No. 00411 dated January 8, 1996 by Science Park Bureau.
-
Approved by Letter (85)Yuan-Shang-Zi No. 08821 dated June 13, 1996 by Science Park Bureau.
-
Approved by Letter (86)Yuan-Shang-Zi No. 01185 dated January 25, 1997 by Science Park Bureau. 12. Approved by Letter (86)Yuan-Shang-Zi No. 15411 dated July 28, 1997 by Science Park Bureau. 13. Approved by Letter (87)Yuan-Shang-Zi No. 02376 dated February 10, 1998 by Science Park Bureau. 14. Approved by Letter Yuan-Shang-Zi No. 19059 dated August 7, 1998 by Science Park Bureau. 15. Approved by Letter Yuan-Shang-Zi No. 00476 dated January 15, 1999 by Science Park Bureau. 16. Approved by Letter Yuan-Shang-Zi No. 05554 dated March 25, 1999 by Science Park Bureau. 17. Approved by Letter Yuan-Shang-Zi No. 23946 dated October 28, 1999 by Science Park Bureau. 18. Approved by Letter Yuan-Shang-Zi No. 00266 dated January 10, 2000 by Science Park Bureau.
-
Approved by Letter Yuan-Shang-Zi No. 00911 dated January 19, 2000 by Science Park Bureau. 20. Approved by Letter Yuan-Shang-Zi No. 006410 dated March 24, 2000 by Science Park Bureau.
-
Approved by Letter Yuan-Shang-Zi No. 017469 dated August 15, 2000 by Science Park Bureau.
-
Approved by Letter Yuan-Shang-Zi No. 026953 dated November 27, 2000 by Science Park Bureau. 23. Approved by Letter Yuan-Shang-Zi No. 004481 dated February 15, 2001 by Science Park Bureau. 24. Approved by Letter Yuan-Shang-Zi No. 018795 dated July 30, 2001 by Science Park Bureau. 25. Approved by Letter Yuan-Shang-Zi No. 29780 dated November 27, 2002 by Science Park Bureau. 26. Approved by Letter (92)Yuan-Shang-Zi No. 28186 dated October 3, 2003 by Science Park Bureau. 27. Approval number for capital reduction: Letter Jin-Guan-Zheng-Yi-Zi No. 0920162215 dated January 16, 2004; Letter (93)Yuan-Shang-Zi No. 04206 dated January 16, 2004 by Science Park Bureau.
-
Approval number for capital reduction: Letter Jin-Guan-Zheng-Yi-Zi No. 0930153729 dated December 17, 2004; Letter (94)Yuan-Shang-Zi No. 04912 dated February 23, 2005 by Science Park Bureau.
-
Approval number for capitalization of earnings: Letter Jin-Guan-Zheng-Yi-Zi No. 0960040156 dated July 30, 2007; Letter Yuan-Shang-Zi No. 0960023438 dated September 6, 2007 by Science Park Bureau.
-
Approval number for capital reduction: Letter Jin-Guan-Zheng-Fa-Zi No. 0980035122 dated July 22, 2009; Letter Yuan-Shang-Zi No. 0980021709 dated August 17, 2009 by Science Park Bureau.
-
Approval number for capital reduction: Letter Jin-Guan-Zheng-Yi-Zi No. 0990019986 dated May 24, 2010; Letter Yuan-Shang-Zi No. 0990021974 dated August 3, 2010 by Science Park Bureau.
-
Approval number for capital reduction: Letter Jin-Guan-Zheng-Yi-Zi No. 1010032927 dated July 31, 2012; Letter Yuan-Shang-Zi No. 1010027769 dated September 6, 2005 by Science Park Bureau.
-
Approval number for capital reduction: Letter Jin-Guan-Zheng-Fa-Zi No. 1060028119 dated August 4, 2017; Letter Zhu-Shang-Zi No. 1060023626 dated August 23, 2017 by Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1070000016 dated January 3, 2018 by Science Park Bureau. 35. Approved by Letter Zhu-Shang-Zi No. 1070037542 dated December 26, 2018 by Science Park Bureau. 36. Approved by Letter Zhu-Shang-Zi No. 1080008865 dated April 2, 2019 by Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1090018332 dated July 2, 2020 by Science Park Bureau. 38. Approved by Letter Zhu-Shang-Zi No. 1090023087 dated August 14, 2020 by Science Park Bureau. 39. Approved by Letter Zhu-Shang-Zi No. 1100001826 dated January 20, 2021 by Science Park Bureau.
50
-
Approved by Letter Zhu-Shang-Zi No. 1100025732 dated September 7, 2021 by Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1120042526 dated December 25, 2023 by National Science and Technology Council, Hsinchu Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1130020662 dated June 27, 2024 by National Science and Technology Council, Hsinchu Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1130035944 dated November 8, 2024 by National Science and Technology Council, Hsinchu Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1140020687 dated July 2, 2025 by National Science and Technology Council, Hsinchu Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1140025931 dated August 19, 2025 by National Science and Technology Council, Hsinchu Science Park Bureau.
-
Approved by Letter Zhu-Shang-Zi No. 1140036037 dated November 17, 2025 by National Science and Technology Council, Hsinchu Science Park Bureau.
| March 22,2026 Unit: shares | March 22,2026 Unit: shares | |||
|---|---|---|---|---|
| Authorized capital | ||||
| Types of shares | Remarks | |||
| Shares outstanding | Unissued shares | Total | ||
| Registered common shares |
157,524,744 | 3,842,475,256 | 4,000,000,000 | TWSE listed stocks |
Information on the general reporting system: None.
(II) List of major shareholders:
| List of major shareholders: | ||
|---|---|---|
| March 22,2026 | ||
| Shares Name of major shareholder |
Number of shares held |
Shareholding percentage |
| Actron TechnologyCorporation | 46,925,459 | 29.79% |
| Hongyu Franklin Investment Co.,Ltd. | 2,000,000 | 1.27% |
| Citibank(Taiwan)Ltd. in custodyfor Barclays Capital Securities Co.,Ltd. | 1,389,157 | 0.88% |
| JPMorgan Chase Bank, N.A., Taipei Branch (as custodian) for the investment account ofJ.P. MorganSecurities Ltd. |
1,281,601 | 0.81% |
| Chien-Chih Lu | 1,033,439 | 0.66% |
| Ting-Chi Tseng | 986,000 | 0.63% |
| Cheng-YingHsieh | 888,000 | 0.56% |
| Taiwan Fubon Bank in custody for the restricted shares of Mosel's employees with votingand dividends distribution rights |
715,500 | 0.45% |
| Yu-Nu Yeh-Lin | 700,000 | 0.44% |
| Citibank (Taiwan) Commercial Bank (as custodian) for the investment account of UBS Europe SE |
695,760 | 0.44% |
(III) Dividend policy and implementation status of the Company:
1. Company dividend policy:
In accordance with Article 228-1 of the Company Act, the Company shall distribute surplus or make up losses after the end of each semiannual period. However, during the distribution of surplus earnings, it is necessary to estimate and reserve amounts to pay taxes, to make up losses and to set aside legal reserve as per the laws; provided that when the legal reserve has reached the total capital, such restriction shall not be applied.
When the Company has surplus earnings after account closing of a fiscal year, amount shall be appropriated to pay tax and to compensate accumulated losses of previous years first, following which 10% of such earnings shall be set aside as the legal reserve; however, if the legal reserve has reached the total capital, such restriction shall not be applied. In addition, special reserve shall be appropriated and reversed as per the laws or regulations of the competent authority. Subsequently, if there is still remaining surplus earning, such remaining amount is then combined with the accumulated undistributed surplus earnings of the previous years as the distributable earnings, and the board of directors shall prepare and submit a proposal for distribution of
51
earnings to the shareholders’ meeting for resolution, in order to execute the distribution accordingly.
The earnings distributed shall not be less than 30% of the net income after tax of the current year after the compensation of accumulated losses and after the deduction of legal reserve and special reserve required for appropriation, following which the distribution may be made in the form of cash dividends or share dividends. The Company is in the high-tech industry of high capital and technology intensity, and the capital demand is great. Accordingly, the Company’s dividend policy primarily considers the future capital budget planning and future capital demand measurement of the Company, in order to determine the ratio of the cash dividends and share dividends, and the ratio of the cash dividends shall not be less than 10% of the total dividends.
A company shall not pay dividends or bonuses, if there is no surplus earnings. However, based on the consideration of the factors of finance, business, operation aspect, capital structure and various reserves, the Company may distribute all or a portion of the legal reserve.
- Dividend distribution for the year:
The Board of Directors of the Company resolved not to distribute cash dividends for each half-year of 2025, and the status of offsetting the 2025 loss will be reported at the 2026 annual shareholders meeting.
-
(IV) The effect of the proposed gratis allotment of shares at the shareholders' meeting on the Company's operating performance and earnings per share: Not applicable.
-
(V) Remuneration for employees, directors and supervisors:
-
Information on the percentage or extent of remuneration of employees, directors and supervisors as set out in the Articles of association:
- When the Company has a profit for a fiscal year, it shall appropriate no less than 5% of the profit as the remuneration of employees and no more than 3% of the profit as the remuneration of directors. The remuneration of employees shall be distributed in the form of shares or cash, and the subjects for receiving the remuneration may include employees of the Company as well as employees of the controlling company or subsidiaries of the Company meeting certain specific requirements. The board of directors shall determine the distribution ratio of the remuneration of employees through resolution and report to the shareholders’ meeting. For the determination of the distribution ratio of the remuneration of directors of the current year, the remuneration committee shall submit proposal to the board of directors for resolution. However, where the Company still has accumulated losses, amount shall be reserved for making up the accumulated loss first.
-
The basis for estimating the amount of remuneration for employees, directors and supervisors for the current period, the basis for calculating the number of shares for employee remuneration distributed in shares, and the accounting treatment when the actual distributed amount differs from the estimated amount: The Company had an unappropriated loss for 2025 and therefore did not estimate employee and director remuneration.
-
Remuneration proposed by the Board of Directors:
52
-
(1) The amount of employee compensation and remuneration to directors and supervisors, whether distributed in cash or in shares: The Company's Board of Directors approved on February 12, 2026 not to distribute employee and director remuneration for 2025.
-
(2) The amount of employee compensation distributed in stock and its proportion to the total amount of net income after tax and total employee compensation in the individual or individual financial statements for the period: There is no proposed employee stock bonus for the period, so it is not applicable.
-
The actual distribution of remuneration of employees, directors and supervisors in the previous year (including the number, amount and share price of shares allocated), and the difference between the remuneration of employees, directors and supervisors and the number of differences, reasons and handling circumstances shall be stated:
| Item | Proposed Distribution Approved by the Board of Directors |
Actual distribution details |
Difference | Reasons for the Difference |
|---|---|---|---|---|
| Employees’ compensation |
10,323,700 | 10,323,700 | None | Not applicable |
| Remuneration to directors |
2,064,740 | 2,064,740 | None | Not applicable |
(VI) Repurchase of the Company's shares: As the Company has not issued treasury shares, it is not applicable.
- II. Corporate bonds: None.
III. Preferred shares: None.
-
IV. Global depository receipts: None.
-
V. Employee stock warrants: None.
-
VI. Issuance of RSAs:
(I) Issuance of RSAs:
Issuance of RSAs: (I) Issuance of RSAs: |
|||
|---|---|---|---|
| March 31,2026 | |||
| New restricted employee shares (2nd time) |
New restricted employee shares (3rd time) |
||
| RSAs (1st time) |
|||
| Types of RSAs | |||
| Total number of shares and the effective date of registration |
August 1, 2023 1,500,000 shares |
||
| Date of issuance | December 11,2023 | June 12,2024 | June 18,2025 |
| Number of RSAs issued | 1,000,000 shares | 295,000 shares | 205,000 shares |
| Number of RSAs available for issuance |
0 shares | ||
| Issueprice | The subscription is available to thepublic at aprice of NT$10per share. | ||
| Ratio of the number of issued RSAs to the total number of issued shares |
0.63% | 0.19% | 0.13% |
| The vested conditions of the RSAs | During the period from the grant of the present issuance of RSAs to the vesting date, employees shall meet with the determination criteria made by the Company to have not violated the labor contract, trust contract, corporate governance best practice principles, ethical corporate management best practice principles, work rules, non-compete and confidentiality rules or contract terms with the Company, and shall also achieve the personal performance evaluation indicator set by the Company; and the performance evaluation for the most recent year must be above B+ (inclusive) and above. The vesting percentages for the vesting date of different years are as follows: 1. One year from the maturity date: 30% 2. Two years from the maturity date: 30% 3. Threeyears from the maturitydate: 40% |
53
| New restricted employee shares (2nd time) |
New restricted employee shares (3rd time) |
||
|---|---|---|---|
| RSAs (1st time) |
|||
| Types of RSAs | |||
| Restrictive rights of RSAs | I. Before the vesting conditions described in the preceding article is satisfied, the employee shall not sell, pledge, transfer, offer as gift to others, set or dispose via any other methods on the RSAs obtained under these Company Regulations. II. The rights of attendance, proposition, speech and voting of shareholders’ meeting shall be performed according to the trust custody contract. III. For the new restricted employee shares obtained by employees under these Company Regulations, prior to satisfying the vesting conditions, except that the employees shall have no subscription right for the original shareholders’ new shares of cash capital increase and no rights for allotment and dividend distribution, the other rights shall be the same as those of the common shares issued by the Company (including but not limited to: capital reduction, capital surplus cash (shares) and any rights and interests granted due to various statutory reasons of merger, division and share conversion, etc.). IV. From the share transfer registration suspension date and the cash dividend registration suspension date, cash capital increase share subscription registration suspension date, share transfer suspension date of shareholders’ meeting specified in Paragraph 3 of Article 165 of the Company Act, or other statutory registration suspension date of occurrence of events of the Company to the rights distribution base date, for employees satisfying the vesting conditions during such period, the share restriction cancellation time and procedure shall be handled according to the trust custody contract. V. After the issuance of new restricted employees shares, they shall be submitted for trust custody immediately. Prior to satisfying the vesting conditions, employees shall not request the trustee to return the new restricted employees shares based on anyreason or method. |
||
| Custodyof RSAs | All shares were fullydelivered to the trust for custody. | ||
| The handling method for employees who are not yet qualified for the vested conditions after receiving or subscribingnew shares |
The shares not yet meeting the vesting conditions will be bought back by the Company at the original issue price and then canceled. |
||
| Number of new RSAs recovered or repurchased |
42,000 shares | 60,000 shares | 30,000 shares |
| Number of RSAs vested | 582,000 shares | 70,500 shares | 0 shares |
| Number of unvested RSAs | 376,000 shares | 164,500 shares | 175,000 shares |
| Ratio of unvested RSAs to total issued shares |
0.24% | 0.10% | 0.11% |
| Impact on shareholders' equity | No significant impact on shareholders' equity. |
54
(II) Names of managers who have acquired the RSAs and the top ten employees with the largest number of RSAs acquired:
| M | arch31,2026 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RS | As vested | RSA | s unvested | |||||||||
| Number of RSAs acquired as a percentage of total number of RSAs issued |
Number of shares released |
Number of shares not released from restrictions as a percentage of total number of RSAs issued |
||||||||||
| Title | Name | Number of RSAs acquired |
Number of shares released from |
Issue price |
Amount issued |
from restrictions as a percentage of total number of |
Number of shares not released from |
Issue price |
Amount issued |
|||
restrictions |
restrictions |
|||||||||||
| RSAs issued | ||||||||||||
| Manager | CEO | Yi-Hsien Tang | 515,000 | 0.33% | 255,000 | 10 | 2,550,000 | 0.16% | 260,000 | 10 | 2,600,000 | 0.17% |
| President | Chien-Chih Lu | |||||||||||
| VicePresident | Teng, Chi-Ta | |||||||||||
| Vice President | Yuan, Tein-Ming |
|||||||||||
| Assistant Vice President |
Ming Yang | |||||||||||
| Assistant Vice President |
Ya-Fei Yang | |||||||||||
| Assistant Vice President |
Cheng Huang | |||||||||||
| Assistant Vice President |
Chien-Hsing Lin |
|||||||||||
| Employee | Division Director | Cheng-Tsung Chiu |
365,000 | 0.23% | 147,000 |
10 | 1,470,000 | 0.09% | 218,000 | 10 | 2,180,000 | 0.14% |
| Division Director |
Hong-Chih Chung |
|||||||||||
| Division Director |
Yun-Guei Chiu |
|||||||||||
| Division Director |
Wei-Ting Lin | |||||||||||
| Deputy Division Director |
Yu-Jen Shen | |||||||||||
| Deputy Division Director |
Chia-Hao Chang |
|||||||||||
| Senior manager | Wen-Chin Chiu |
|||||||||||
| Senior manager | Chien-Wen Chiu |
|||||||||||
| Senior manager | Tzu-Ming Yang |
|||||||||||
| Project Manager |
Shih-Li Chi |
VII. New shares issued upon merger or acquisition or acquisition of another company’s shares: None. VIII.Implementation of the company’s capital allocation plans: None.
55
Four. Overview of Operations
I. Information on business
-
(I) Business Scope
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Main businesses
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(1) Manufacture and sale of automotive and industrial wafer foundry
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(2) Diode, MOSFET and TVS wafer OEM manufacturing and sales
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(3) FRED and IGBT foundry manufacture and sales
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(4) LLD and ULLD foundry manufacture and sales
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(5) SiC and GaN wafer OEM manufacturing and sales
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(6) Product development, manufacturing, and sales of IGBT, FED, and TVS products
-
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The products (services) provided by the Company
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(1) Power MOSFET
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(2) Metal oxide semiconductor control diode (MOS Control Diode)
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(3) Transient voltage suppressor (TVS)
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(4) Fast Recovery Epitaxial Diode (FRED)
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(5) Customized analog IC with special specifications
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-
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New product development plan and development in progress
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(1) Trench FS Gen7 IGBT, RC-IGBT
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(2) NTC FRED, PTC FRED
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(3) TVS, CAN BUS TVS, Low Capacitance TVS
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(4) SiC MOSFET (Planar and Trench), SiC JFET
-
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(5) GaN HEMT
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(II) Overview of the industry
-
Current status and development of the industry
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(1) From the AI boom to trillion-dollar expansion
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In 2025, under the tariff policies of "Trump 2.0" and geopolitical intervention, the
-
semiconductor industry is undergoing a structural transformation in supply chain logic from the pursuit of "cost efficiency" to "risk resilience". Despite trade barriers, benefiting from AI infrastructure, upgrades to edge computing devices, and a rebound in memory demand, the timeline for the global semiconductor industry's output value to "surpass USD 1 trillion" is now expected to be achieved in 2026, ahead of the previous forecast of 2030.
-
AI has become the primary driving force, and the surging demand from data centers for GPUs and AI processors is expected to cause the output value of the data processing segment to account for more than 50% of the overall market for the first time, while the compound annual growth rate (CAGR) for the next three years will remain at 10-15%.
Market structure has shifted, with the core driving forces formally moving from traditional computers and mobile phones to generative AI, high-performance computing (HPC), and 800V high-voltage systems for electric vehicles. Although demand in the industrial sector has been somewhat weak, the recovery in consumer electronics has provided stable support for the market.
56
- (2) Power semiconductor market: technology transition and high-value applications
2025-2027 is the technology transition period for power semiconductors from silicon (Si) to wide bandgap semiconductors (WBG). According to WSTS and Gartner reports, the global power semiconductor market is expected to exceed USD 60 billion in 2025 (YoY +11%) and reach USD 75 billion in 2027.
The key growth drivers are mainly electric vehicles (EV), green energy storage, and AI data centers. Among them, the automotive market share is expected to exceed 50%. New profit drivers, surging power consumption of AI servers is driving demand for high-quality power management, with high-performance DC-DC converters and point-of-load (POL) devices becoming emerging high-gross-margin growth areas.
(3) IGBT market analysis: niche position and application structure
Despite the challenges posed by SiC, IGBT still accounts for approximately 40% of the market share in mid- to low-end electric vehicles and industrial inverters by virtue of its mature process technology and cost advantages. The global IGBT market value is expected to exceed USD 12.1 billion in 2026, with the long-term compound annual growth rate (CAGR) remaining between 10.36% and 17.6%.
Forecast distribution of global IGBT application segments in 2026:
-
Industrial equipment and automation (31%-36%): applications in variable frequency drives (VFD), servo motors, and robots.
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New energy vehicles (25%-30%): the market size is expected to reach USD 9.23 billion, covering main inverters, OBC, and DC/DC.
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Consumer electronics and home appliances (20%-25%): focused on inverter air conditioners, refrigerators, and induction heating equipment.
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Renewable energy and power systems (10%-15%): photovoltaic/wind power inverters and large-scale battery energy storage systems (BESS).
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Other niche applications (approximately 5%): rail transit and aerospace power systems.
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(4) Outlook for compound semiconductors: balancing performance and cost
As SiC (silicon carbide) and GaN (gallium nitride) processes gradually mature and scaled production drives down costs, this will accelerate their application in scenarios with extremely high energy efficiency requirements. Leveraging its high-voltage resistance characteristics, SiC continues to expand in 800V high-voltage fast-charging systems; GaN, meanwhile, has demonstrated potential in highly efficient miniaturized power solutions, and together they will drive the qualitative transformation and expansion of the power semiconductor market.
- The relations between the up-, mid-, and downstream industries Semiconductor IC industry
In terms of vertical division of labor in the industrial structure of wafer foundry, the value chain is divided into upstream, midstream and downstream, covering design, manufacturing, packaging and testing and other industrial businesses. Looking at the overall industry supply chain, the Company is mainly responsible for midstream wafer
57
manufacturing, and provide new-generation process technology for upstream IC design customers to develop high-performance wafers, so that downstream manufacturers can speed up production and the launch of new electronic products.
==> picture [222 x 201] intentionally omitted <==
----- Start of picture text -----
Upstream
Wafer foundry Midstream
Downstream
IC design
Semiconductor IDM Blank wafer manufacturing Optomask manufacturing such as Chemical/ Ga5 manufacturing Indirect materials
IC module IC components
IC packaging and testing
----- End of picture text -----
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Various product development trend
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(1) Core process platform: building vertically integrated competitiveness through a "Virtual IDM" model
The Company has deeply cultivated the fields of power semiconductors and power management ICs and has established a highly competitive diversified technology platform. Mainstream technology pillars, with mature trench power MOSFET and trench IGBT processes, extending to high-performance/ultra-high-performance diodes (LLD/ULLD) and key IC foundry services such as motor drives and battery protection.
Group strategy upgrade, through deep collaboration with companies within the same group, we have successfully connected the complete technology chain from upstream materials and midstream manufacturing to downstream packaging and testing. This "Virtual IDM" model has not only optimized the production cycle, but has also demonstrated strong resource integration advantages in the deployment of SiC (silicon carbide) technology and capacity expansion.
- (2) Market application blueprint: targeting high-value, high-growth niche areas
The Company's products have been widely integrated into key global supply chains, covering diverse fields such as industrial automation, automotive electronics, BMS battery management, medical equipment, drones, and AI data centers. Shift in strategic focus: In response to market volatility, the Company continues to strengthen its two core segments of automotive electronics and industrial control, optimizing its revenue structure and ensuring profit growth momentum by developing products with high barriers to entry and high gross margins.
- (3) Technology iteration trends: from traditional silicon-based technology toward the era of wide bandgap (WBG)
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Power semiconductors are undergoing a critical materials revolution, and the Company has made precise deployments for different power ranges. MOSFET and IGBT continue to consolidate their market share in consumer electronics and medium-power industrial applications. SiC and GaN As 800V electric vehicle systems become more widespread, SiC MOSFET modules are rapidly replacing traditional IGBTs as standard configurations in high-end vehicle models. At the same time, leveraging their high-frequency and high-efficiency characteristics, GaN materials have already demonstrated strong substitution potential in AI data center power supplies and the fast-charging market.
- (4) Sustainable competitiveness: driving "dual carbon" business opportunities with low-carbon technologies
Under the global trends of "carbon neutrality" and "energy conservation and carbon reduction," SiC and GaN devices have become core technological support for the low-carbon economy because they can significantly reduce equipment losses and enhance power density. Green technology leadership, research shows that the carbon footprint of GaN devices is up to 10 times lower than that of traditional technologies. Leveraging the deep expertise accumulated in wide bandgap devices and combining the Group's production advantages, the Company is committed to promoting the energy revolution in AI data centers and renewable energy (such as rooftop solar power), implementing sustainable operations and assisting customers in achieving carbon reduction targets.
-
Competition
-
(1) Global power semiconductor market landscape and dynamics
The global power semiconductor market is expected to fully emerge from the inventory adjustment period in 2026 and enter a trajectory of steady growth. The market size is expected to grow from USD 56.9 billion to USD 59.8 billion in 2025, with a year-over-year growth rate of approximately 5.4% to 6.3%. Core drivers: demand growth is mainly driven by automotive electrification and smartization, AI infrastructure, new energy power systems, and the recovery of the consumer electronics market. Among these, the increased penetration rate of the electric vehicle (EV) market remains the core engine driving incremental demand for power devices.
Competitive landscape: although the global market is dominated by international IDM leaders such as Infineon, Mitsubishi Electric, Fuji Electric, and ROHM, Chinese enterprises, supported by government policies, are rapidly narrowing the technology gap in mid- to high-end segments such as automotive-grade SJ MOSFET, IGBT, and silicon carbide (SiC), and industry concentration continues to increase.
- (2) Industry challenges and technological transformation
Cost and capacity pressures, the industry is facing severe challenges from price competition in mature processes, carbon taxes (CBAM), energy (electricity) costs, and rising raw material and labor costs. Wave of technological substitution, compound semiconductors (SiC/GaN), by virtue of their advantages in high voltage, high frequency, and energy saving, are accelerating the replacement of traditional silicon-based (Si)
59
devices. The SiC and GaN market size is expected to reach USD 3-4 billion in 2026, mainly for applications in EV inverters, renewable energy, and AI automation equipment.
(3) The Company's competitive advantages and strategic position
As a core component of its parent company's strategic integration, Motech occupies a key position linking the preceding and following stages. Through group resource sharing and vertical integration, it has effectively reduced operating costs and enhanced overall resilience.
The transformation toward automotive applications has achieved remarkable results. In recent years, the Company has actively targeted the high-barrier automotive sector, and in 2025, both the revenue and shipment proportions of automotive products exceeded 45%, demonstrating strong market competitiveness and product reliability.
In forward-looking technology deployment, for new energy applications, the Company has increased its R&D investment in SiC and GaN year by year and has deepened its presence in the electric vehicle and renewable energy markets through automated and intelligent production solutions.
(4) In terms of risk response and supply chain management
Comprehensive optimization of processes and R&D, flexibly responding to price competition from international competitors by improving yield rates and optimizing process design. Strategic supply chain strategy, strengthening supply chain management for wafer raw materials and integrating upstream and downstream resources of the parent company to enhance delivery flexibility. Diversified market deployment, effectively dispersing geopolitical risks and passing on operating costs through product line diversification and international sales deployment.
In the face of an intensely competitive industry environment, Motech will continue to consolidate its leading position in high-growth niche markets by leveraging its deep technological foundation and group synergies.
(III) Overview of technology and R&D
1. Technological capabilities and R&D:
The Company has long been focusing on the R&D of power semiconductors and power management IC processes, as well as the development of Power MOSFET, IGBT, FRED, diodes and analog ICs.
In terms of voltage, apart from the niche technology for low-voltage power MOSFET, the Company also gradually developed high-efficiency medium- and high-voltage power MOSFET products, providing customized services, in the aim to meet the application specification of the terminal system. In the future, we will focus on two major platforms: Shielded gate trench power MOSFET, and high power (high current and high voltage applications) device which uses the conventional single gate power MOSFET structure.
The shielded gate MOSFET can effectively reduce switching loss! Currently, high voltage (100V-200V) shielded gate power MOSFET process technology and products have been successfully developed, and put into mass production; while the low voltage
60
(30V-80V) split-gate power MOSFET process technology is also in progress.
The development of high-power devices is mainly to expand power MOSFET applications. For example, the electromechanical power equipment must be stabilized and rectified by high-power components with high voltage tolerance. Therefore, technical upgrades are required to meet extremely harsh environments in the future. The technology for 150V/100A products has been developed, and the product are put into stable mass production, while 200V-250V high-current products will also be listed as important development projects in the future.
In the R&D of related diode manufacturing processes, we currently focus on: Schottky diodes, ultra-low capacitance transient voltage suppressor array, and current regulated diodes. In particular, the Company cooperates with car makers to develop low loss diodes (LLD) and ultra-low loss diodes (ULLD) related technologies to meet the specifications in the automotive market. With mass production over the past years, the Company has made breakthroughs for chip technology to provide good features and stability for automotive diodes. Currently, the products will be further optimized to strengthen the competitiveness of product technology, and expand into the automotive MOSFET market.
As the IGBT Industrial Technology Development Program of the Ministry of Economic Affairs has laid the foundation over the past years, the Company has been deeply cultivated in the R&D of its own IGBT technology. The newly developed high-power IGBT components with withstand voltage spec of 650V~1350V, and current specification of 10A~200A. We aim to cover applications including white goods, welding machines, sewing machines, inverter air conditioners, inverters, uninterruptible power systems (UPS), and inverter motor markets, among which 650V/10A~70A and 1350V/10A~100A product series are put into commercial production. In the future, we will be more active in developing high speed fine pitch trench - FS IGBT and reverse-conducting IGBT to enhance product competitiveness and applications, with continual product certification and optimization.
In recent years, EV has become the main growth driver in the automotive industry. In addition to household and industrial IGBTs, the automotive market is becoming more and more mature, and we expect market growth on the back of rising demand. After the verification of the production equipment for the Company’s FS IGBT chip back-end process was completed in mid-2021, and has become the only production line for manufacturing IGBT chips in Taiwan. The new FS-IGBT products have completed the electrical and reliability certification in Q2 2022, and have started mass production in the industrial control field after gradual small-volume trial production. In the future, the Company will continue to target the market of home appliances and industrial grade IGBT, and cooperate with customer needs to enter the market of locking in the automotive market. The strengthening of product quality and management are the focus of the Company at present, and the key to the stable growth in the future. In addition, FREDs that match with IGBTs are also being developed. Currently, 1200V
61
25A/40A/50A/75A is mass-produced, which can be combined with our own IGBTs and provided to customers to accelerate the development of their solutions or the success of their applications. To make our IGBT products more competitive, the Company adjusts the characteristics of IGBTs according to the needs of the application field, and adjusts the components to meet the needs of motor drives, inductors, energy storage and automotive switches to meet the needs of each application.
Over the past year, the HTRB reliability capability of IGBT products has passed the automotive 175°C verification threshold, reaching an important milestone. In addition, it has also mastered the techniques for adjusting their dynamic characteristics and can tune switching characteristics according to different application fields to match application requirements. These achievements have greatly enhanced product value.
Furthermore, IGBT module applications used at relatively higher power require pairing with a FRED having a positive temperature coefficient. A positive temperature coefficient FRED has now been successfully developed, and product reliability verification is about to commence.
The R&D of SiC MOSFET is also in progress. The product features have been preliminarily certified by the customer, and the mass production is expected. In the future, the Company will further optimize the dual track of component characteristics and process platform capabilities.
In addition to the existing planar MOSFET, the accelerated SiC projects under development also include trench type MOSFET, JFET, super junction diode, and higher-voltage planar MOSFET, building future competitiveness.
- R&D personnel, their academic background and work experience
Unit: Persons
| Item | December 31, 2023 |
December 31, 2024 |
2025/12/31 | |
| Doctoral Degree | 0 | 0 | 1 | |
| Master Degree | 69 | 74 | 76 | |
| Bachelor Degree |
26 | 30 | 26 | |
| Educational background distribution |
||||
| Vocational College |
2 | 2 | 3 | |
| High School | 0 | 0 | 0 | |
| Total | 97 | 106 | 106 | |
| Average age | 40 | 41 | 41 | |
| Averageyears of service | 10 | 9.4 | 9.1 |
- R&D expense in the most recent fiscal year
Unit: NT$ thousand
| Year Item |
||
|---|---|---|
| 2024 | 2025 | |
| R&D expenses | 167,356 | 200,019 |
62
- Successfully developed technologies or products in the most recent fiscal year
| Year | R&D results |
|---|---|
| 2025 | Wafer fabrication - Power IC/ analog IC series: 0.4um 5V/15V motor driver IC; 0.6um 5V motor driver IC; 0.6 um 5V / 15V motor driver IC; 0.6 um bipolar 5V TVS ESD array (for 4K/2K); 0.6um 5/30V multi-cell lithium battery protection IC, etc. - Medium and low voltage power MOSFET / Schottky diode series: 80M ~ 645M Trench MOSFET, 533M 12 ~ 60V Trench MOSFET(CSP type), 0.4um 60~250V trench MOSFET, 0.6um 150V/200V / 250V/ 600V Trench MOSFET (high avalanche ruggedness), 30V~200V Shielded Gate MOSFET, 30V~60V High Density Shielded Gate MOSFET,20V ULLD, 60V P-type Shielded Gate MOSFET. 0.4 um 40 ~ 80V Trench Schottky, 1.0 um 100 ~ 300V Trench Schottky, 40V~60V PV bypass diode, 100V~300V Rectifier, 20 ~ 600V MCD Schottky diodes, 20V LLD & Low Vf LLD diode, 40V TSKY (CSP type), etc. - High-voltage Power MOSFET/ IGBT series: 600V NPT IGBT: 1200V NPT IGBT: 1200V FS-IGBT; 1200V /175C for Automotive applications PhotoMOS. - High-voltage FRED series: NTC 650V, 750V, 1200V (15A ~ 50A), PTC 1200V (40A) - Others: Low Cj TVS; V/12V/15V/18V/21V/24V/28V/30V/70V/85V TR TVS; JFET CRD, D-MOS CRD; PVG; Triac. - SiC Planar MOSFET Project: 650V /1200V Planar VDMOSFET - SiC Trench MOSFET Project: 1200V Trench MOSFET - 3.3 V / 5 V bi-direction TVSproducts |
(IV) Long-term and short-term business development plans
-
Short-term business development plans:
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(1) Marketing strategy
-
Expand the high unit price and high gross profit products of automotive and industrial uses
-
Plan product sales portfolio based on customer production capacity needs
-
Work with strategic customers and partners to develop high-voltage and high-current power products
-
Keep track of the wide bandgap product applications and market trends
-
-
(2) Production strategy
-
Management of supply and demands and reduce production costs by diversified components and negotiating with raw material suppliers
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Control process stability for better product quality, and shorten delivery time to improve customer satisfaction
-
Improve the quality system and concept of automotive electronic products
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Upgrade equipment upgrade and expand high value-added production capacity
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Adjust the deployment of production machine to comply with the product mix of high-margin products
-
Reduce fixed costs by optimizing the frequency of equipment maintenance and testing
-
Form alliances with downstream packaging and testing manufacturers, and establish support channels
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Comply with global ESG regulations for production and manufacturing, and strengthen environmental protection and corporate social responsibility
-
-
(3) Product development direction
-
Research and develop high-efficiency SGT MOSFETs to increase the competitive threshold
-
Streamline the manufacturing process and provide more competitive services
-
Develop high value-added special processes to enhance product advantages
-
Strengthen sales promotion of enhanced automotive product applications
-
63
- Develop compound semiconductor technology and products
-
Long-term business development plans:
-
(1) Marketing strategy
-
Continue to cultivate the power semiconductor market and develop new application fields.
-
Form differentiated strategies to ensure the Company's long-term stable profits
-
Work with partners to jointly formulate the business plan and sales plan.
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Strengthen sales of niche products and develop towards product diversification
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Establish a product sales and agency mechanism, provide encapsulation and testing, and module services.
-
Take into account the supply chain restrictions and set competitive pricing to ensure profitability.
-
-
(2) Production strategy
-
Cooperate with the marketing plan and capacity allocation agreement, with effective use of factory space and installation of machinery
-
Evaluate capacity expansion costs and timing based on long-term business planning
-
Continue to develop new materials and processes with lower cost and better quality, in order to strengthen the Company’s competitive advantage
-
Form alliances with suppliers, keep track of material sources and develop stable supply channels
-
Develop IGBT and PTC FRED module technology and production lines
-
Research and develop compound semiconductor production technology
-
-
(3) Product development direction
-
Maintain the leading advantage in process technology and join the ESG design concept
-
Continue to cooperate with international integrated device manufacturers (IDM) for the development of new products
-
Develop power components that meet industrial and automotive specifications
-
Develop IGBT and PTC FRED module products and solutions
-
Develop SiC and GaN compound semiconductor process technology and production platform
-
Product development with ESG design concept
-
-
-
II. Overview of the market and production and sales
(I) Market analysis
- Geographic areas where the main products (services) of the company are provided (supplied)
The Company has a leading position in the world for wafer fabrication services. The main products include MOSFET, with sales targets mainly from Taiwan, followed by overseas countries such as Europe, the U.S., China, Japan, and South Korea. In addition, the automotive products have obtained certification from tier 1 global manufacturers, and put into mass production. In addition to negotiating with major international manufacturers, the Company’s management team also dedicated efforts in developing a special product manufacturing platform with better competitive advantage. The Company’s R&D deployment focuses on niche products from 6-inch wafer fabs, while the new market applications, product development and sales weight have increased year by year.
- Market share
64
Overview of the semiconductor industry in 2025 and analysis of the Company's market position, with AI driving explosive growth globally and in Taiwan. According to data from authoritative organizations including Gartner, IDC, SIA, and WSTS, global semiconductor sales reached US$791.7 billion in 2025, a substantial increase of 25.6% over US$630.5 billion in 2024; sales are forecast to surpass US$1 trillion in 2026. As previously mentioned, the global power semiconductor market was approximately US$60 billion in 2025.
Driven by surging AI demand, the Industrial Technology Research Institute (ISTI) revised its 2025 forecast for Taiwan's total semiconductor output value upward to NT$6.55 trillion, a 23.6% increase year-on-year. Among these, the IC manufacturing industry achieved a production value of NT$4.2385 trillion, a year-over-year increase of 28.5%, leading the four major semiconductor sub-industries and demonstrating the strongest growth momentum.
The Company's revenue performance and market position: in 2025, the Company's wafer manufacturing revenue was approximately US$64.86 million (approximately NT$2.022 billion). Compared to the above industry benchmarks, the Company's market share across various sectors is as follows:
Global semiconductor market: market share is approximately 0.01% (one ten-thousandth).
Global power semiconductor market: market share is approximately 0.11% (eleven ten-thousandths).
Taiwan semiconductor industry: market share is approximately 0.03% (three ten-thousandths).
Taiwan IC manufacturing industry: market share is approximately 0.05% (five ten-thousandths).
- Supply and demand conditions and growth potential of the future market:
2026 power semiconductor market outlook: the overall environment is in a transformation period driven by AI and green energy, and the global power semiconductor market will benefit from the rapid development of electric vehicles, AI data centers, renewable energy, and smart grids, with demand continuing to expand. However, the supply side faces competitive pressure arising from capacity expansion and technological iteration. The Company will focus on precise positioning and differentiated competition, ensuring long-term competitive advantages through technological upgrades of SiC and GaN and a diversified product portfolio.
The core Power MOSFET product line has grown steadily alongside demand for AI energy efficiency, and is expected to continue expanding in 2026, primarily driven by demand from electric vehicles and AI server power supply units (PSUs). According to research, the market is expected to reach US$30.36 billion in 2026 and continue to grow at a compound annual growth rate (CAGR) of 5.1%, reaching US$45.2 billion in 2034.
The proprietary IGBT and FRED product families play important roles in
65
high-voltage power transmission and industrial power, and have maintained a long-term stable growth trend in electric vehicle power systems and industrial motor applications. The market size is expected to rise to US$11.69 billion in 2026, with a CAGR as high as 10.3% from 2023 to 2030. Its position in high-voltage direct current (HVDC) transmission and renewable energy inverters remains irreplaceable.
The new SiC (silicon carbide) product is a leading player in the new energy sector, and the SiC power semiconductor market is expected to reach US$49.4 billion in 2032, with a CAGR of 26.19%. By 2027, new energy vehicles and photovoltaic applications will account for 86% of the SiC market. Although there is currently a short-term risk of excess capacity due to manufacturers' capacity expansion, end-market growth remains strong. The Company's strategy will continue to focus on electric vehicles and industrial applications (such as motor drives and power grids) to withstand price fluctuations.
The strategically positioned GaN (gallium nitride) product targets AI humanoid robots and integration opportunities. The GaN market will demonstrate a strong CAGR of 44% by 2029. The industry is currently dominated by IDMs and is in a period of consolidation, with merger and acquisition opportunities emerging. The Company is particularly focused on the AI humanoid robot market, leveraging the high efficiency and miniaturization advantages of GaN in medium- and low-voltage scenarios to develop dedicated solutions and capture the soon-to-boom new blue ocean market.
Based on its competitive strategy and sustainable development, in response to market fluctuations in 2026, the Company will expand coverage by strengthening channel cooperation, and will incorporate Sustainability into product design to meet international energy-saving standards, ensuring that it stands out in the power semiconductor field amid the wave of technological upgrades.
-
Competitive niche
-
(1) Leading technology R&D and product capabilities: deeply engaged in core power device technologies, focusing on power devices and power management, with core quality and technology highly recognized by the industry.
-
(2) Advancement of Trench process technology: continuously strengthening the application of Trench technology and enhancing product performance and uniqueness through process optimization.
-
(3) Complete IGBT product portfolio: with a comprehensive IGBT product line, the Company has not only expanded its proprietary branded products, but has also successfully attracted a large base of high-quality customers.
-
(4) Outstanding quality standards and automotive certifications: rigorous automotive-grade quality assurance has enabled the Company to successfully pass supplier quality audits by multiple major international automotive electronic component manufacturers, demonstrating its capability to enter high-reliability supply chains.
-
(5) High-efficiency operating metrics: committed to meeting customers' stringent requirements for high product quality, high yield rates, and on-time delivery.
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-
(6) Customer-oriented flexible services: customization and immediate support, providing flexible customized process development, and delivering comprehensive and immediate technical services through a professional team to shorten customers' product development cycles.
-
Advantageous and disadvantageous factors for future development and corresponding countermeasures
-
(1) Advantageous factors: strengthening core competitiveness and following industry trends
-
a. Outstanding operational and R&D momentum: the management team possesses extensive industry experience and is able to accurately identify market shifts and make swift decisions.
- Continuously attracting senior R&D and management talent to master core technologies in medium- and high-voltage processes and products.
-
b. Deepened customer partnerships: product quality is highly trusted by customers, and the Company has established long-term strategic alliances with leading global power semiconductor manufacturers.
-
c. Strong demand in the automotive and green energy markets: successful transformation into automotive products, benefiting from trends in new energy vehicles, AI data centers, and energy saving and carbon reduction, driving high-margin and stable revenue contributions.
-
-
(2) Disadvantageous factors: pressure on operating costs and external geopolitical risks a. Process scale limitations: 6-inch wafer production lines face more severe unit cost challenges than 8-inch or 12-inch fabs in terms of production efficiency and economies of scale.
-
b. External cost and ESG challenges: increasingly stringent global ESG regulations and rising domestic water and electricity charges have increased environmental compliance and basic operating costs.
-
c. Geopolitics and localized supply: the regionalization trend of global supply chains has increased requirements for multinational capacity scheduling and localized production, testing response capabilities.
-
-
(3) Countermeasures: strategic transformation and operational optimization
-
a. Deepening niche markets and higher value addition: focusing on high-growth niche markets such as high-voltage and high-current applications, and promoting sales of intelligent power modules (IPM) to enhance product added value.
-
b. Maintaining a high-quality gross margin structure through diversified sales channels for automotive products.
-
c. Strengthening resilient supply chains and cost management: implementing a supplier diversification strategy to enhance supply chain resilience, and strictly controlling inventory levels to reduce market volatility risks.
-
d. Adopting a differentiated pricing strategy and flexibly adjusting quotations to pass on external cost pressures.
-
e. Improving operational efficiency and international expansion: continuously refining technology yield rates and automated processes to offset the scale limitations of the 6-inch fab and enhance production efficiency.
-
f. Strategy of deepening domestic presence and achieving overseas breakthroughs: in addition to actively developing new customers in Europe, the U.S., Japan, and South Korea, the Company also focuses on emerging business areas such as Southeast Asia and India.
-
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(II) Important functions and production processes of main products Wafer Manufacturing Process
==> picture [309 x 467] intentionally omitted <==
----- Start of picture text -----
Raw materials supplier Wafer fabrication
Production and
manufacturing
Blank wafer
Chip input
Chemical
drugs
Wafer cleaning
Photosensitive High temperature oxidation
material
Photoresist Vapor
coating deposition
Photomask
design Photomask
Optical High temperature
lithography diffusion
Special gas
Plasma etching Ion
implantation
Aluminum
copper ingot
Metal
sputtering
Metal
connection
Wafer acceptance
test
Customer
----- End of picture text -----
(III) Supply of main raw materials
The Company is mainly engaged in professional wafer fabrication businesses, and the raw materials include silicon wafers, chemicals and special gases, among which silicon wafers are purchased from world-renowned manufacturers in Asia. The Company’s raw material suppliers are all world-renowned manufacturers with outstanding reputation, which provide high product quality, stable delivery time. The Company has maintained stable relationships with its suppliers, so as to ensure that there will be no shortage of raw materials. (IV) List of major suppliers and clients
- Clients that have purchased 10 percent or more of the company’s sales in either of the preceding 2 fiscal years
Unit: NT$ thousand
2024 2025
Item
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| As a | As a | |||||||
|---|---|---|---|---|---|---|---|---|
| percentage of | Relations with | percentage of | Relations with |
|||||
| Name | Amount | Name |
Amount | |||||
| the annual net | the issuer |
the annual net | the issuer |
|||||
| purchase(%) | purchase(%) | |||||||
| Company A | 189,898 | 28.86 |
Other related parties(Note) |
Company A | 159,663 | 28.89 |
Other related parties(Note) |
|
| Others | 468,173 | 71.14 |
Others | 537,801 | 71.11 |
|||
| Net purchase | 658,071 | 100.00 |
Net purchase | 697,464 | 100.00 |
Note: Company A is a subsidiary of the Company's ultimate parent company.
- Suppliers that have supplied 10 percent or more of the company’s procurements in either of the preceding 2 fiscal years
Unit: NT$ thousand
| 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | |||
|---|---|---|---|---|---|---|---|---|
| As a | As a | |||||||
| Item | percentage of | Relations with | percentage of | Relations with | ||||
| Name | Amount | the annual net |
the issuer | Name | Amount | the annual net |
the issuer |
|
| sale(%) | sale(%) | |||||||
| Customer C | 755,323 | 39.88 |
Related parties(Note) |
Customer C | 766,615 | 37.63 |
Related parties | |
| Customer B | 279,274 | 14.75 |
None | Customer B | 362,124 | 17.78 |
None |
|
| Others | 859,361 | 45.37 |
Others | 908,472 | 44.59 |
|||
| Net sale | 1,893,958 | 100.00 |
Net sale | 2,037,211 | 100.00 |
III. The number of employees employed for the 2 most recent fiscal years
Unit: Persons; %
| Year | 2024 | 2025 | 2026 up to February 28, 2026 | ||||
| Gender | Female | Male | Female | Male | Female | Male | |
| Direct labor | 253 | 16 | 256 | 16 | 254 | 15 | |
| Construction and |
47 | 254 | 48 | 274 | 49 | 276 | |
| Number of employees |
|||||||
| ~~engineering~~ Management |
39 | 8 | 40 | 9 | 40 | 9 | |
| Total | 339 | 278 | 344 | 299 | 343 | 300 | |
| Under 30 years old | 21.2 | 18.3 | 17.7 | 17.1 | 17.8 | 17.4 | |
| Distribution of age (%) |
31 - 49years old | 54.9 | 52.2 | 56.4 | 51.5 | 56.3 | 51.3 |
| Over 50years old | 23.9 | 29.5 | 25.9 | 31.4 | 25.9 | 31.3 | |
| Average age | 40.0 | 40.0 | 40.0 | 42.9 | 40.8 | 43.0 | |
| Average years of service | 10.2 | 10.0 | 10.2 | 11.4 | 10.3 | 11.5 | |
| Doctoral Degree | 0.0 | 0.4 | 0.0 | 1.0 | 0.0 | 1.3 | |
| Master Degree | 9.4 | 34.9 | 9.6 | 34.1 | 9.9 | 34.7 | |
| Academic background (%) |
College/University | 65.8 | 62.9 | 67.7 | 62.9 | 67.3 | 62.3 |
| High School | 24.5 | 1.8 | 22.4 | 2.0 | 22.5 | 1.7 | |
| Below High School | 0.3 | 0.0 | 0.3 | 0.0 | 0.3 | 0.0 | |
| Nationality distribution (%) |
Taiwanese | 59.3 | 100 | 57.8 | 100.0 | 58.0 | 100.0 |
| Filipino | 40.7 | 0.0 | 42.2 | 0.0 | 42.0 | 0.0 |
IV. Information on environmental protection expenditure
Mosel has always attached great importance on environmental protection issues. It introduced
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the ISO 14001 Environmental Management System in early 1996, and obtained operating permits related to air, water, waste, and toxic chemicals in accordance with the rules of environmental protection agencies, and handled operational matters accordingly.
The Company is committed to promoting various environmental protection measures. In addition to applying for various environmental protection licenses and permits according to relevant laws and regulations, dedicated personnel are responsible for management and monitoring. The pollution generated during the production process in the plant is treated properly by the corresponding pre-treatment equipment, and the emission is in compliance with or better than the relevant legal standards. The relevant information is reported to the competent authority in a timely manner.
The expenses in 2025 were on pollution prevention and control operations, maintenance, and equipment upgrades, totaling NT$174 million.
The relevant information is as follows:
-
The operating and maintenance fee for the related prevention and control facilities was about NT$80 million.
-
In 2025, the Company newly installed low-concentration fluorine wastewater treatment and recycling equipment at a cost of approximately NT$84 million.
-
The cost of pollution emission inspection, environmental quality monitoring and waste disposal and disposal was approximately NT$10 million.
Environmental protection management
- Air Pollution Control
According to the "Stationary Pollution Source Operating Permit", the manufacturing process generates acidic, alkaline, organic waste gases and general gas. General gas does not contain pollutants and can be directly emitted into the atmosphere. Other gases are treated as follows:
Acidic waste gas: Emitted to the atmosphere after treatment by local scrubber and then by central scrubber.
Alkaline waste gas: Emitted to the atmosphere after treatment by a local scrubber and then a central scrubber.
Organic waste gas: adsorption by fluidized bed → thermal cracking treatment → emitted.
For permitted emission pipelines under regulatory control, the Company regularly commissions testing institutions to conduct testing operations and reports the results to the competent authority. Routine inspection and maintenance of pollution control equipment are also implemented, and replacement of related equipment consumables is planned to maintain a sound operating and treatment mechanism in compliance with regulatory requirements.
- Water pollution prevention and water recycling
Mosel adopts the ISO 14001 system to implement relevant resource conservation and effective reuse, with water resource management measures which covers wastewater recycling and reduced tap water consumption.
A recycling system has been installed in the plant for various types of wastewater, such as: process drainage, RO concentrated water, air compressor cooling water, evaporator antifreeze water, scrubber drain, cooling tower drain, and air conditioning condensate. The recycled water can reach 1,500mt per day, which are provided in the manufacturing processes or various systems, in order to achieve effective wastewater recycling and reuse.
A wastewater recycling system is currently being newly installed, mainly to treat and recycle low-concentration fluorine wastewater generated by Local scrubber for in-plant recycling and reuse, which will further increase the plant's water resource recycling volume.
Water consumption statistics for the past three years:
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| Tapwater | Consumption(ton) | Wastewater recyclingrate(%) |
|---|---|---|
| 2025 | 678,375 | 54.7 |
| 2024 | 710,949 | 53.4 |
| 2023 | 630,224 | 54.4 |
3. Waste management and recycling reduction
In the spirit of the ISO 14001 environmental management system, all types of waste generated in the plant area are entrusted to vendors approved by the competent authority for collection, removal, and treatment, and are reported in accordance with the law. Except for general waste, which is treated by incineration and landfill, other types of waste are mostly disposed of by recycling and reuse. The recycling rate of in-plant waste is about 76%. In addition to the legal appointment, we also conduct audits on waste treatment vendors from time to time to ensure that they comply with the regulations and properly process the waste. The goal is to promote sustainable development through continuous promotion of relevant reduction policies and measures.
Waste statistics for the past three years:
| Hazardous | ||||
|---|---|---|---|---|
General business |
Recycling and | |||
| Business waste | Total amount (ton) | business waste | ||
waste (ton) |
reuse (%) | |||
| (ton) | ||||
| 2025 | 577 | 249 | 328 | 75.9 |
| 2024 | 504 | 218 | 286 | 76.7 |
| 2023 | 445 | 209 | 236 | 77.12 |
All kinds of wastes generated in the factory area are entrusted to the manufacturers approved by the competent authority to assist in the removal and treatment, and declaration is made as per the law. Except for general waste, which is treated by incineration and landfill, other types of waste are mostly disposed of by recycling and reuse. The recycling rate of in-plant waste is about 88%. In addition to the legal appointment, we also conduct audits on waste treatment vendors from time to time to ensure that they comply with the regulations and properly process the waste. The goal is to promote sustainable development through continuous promotion of relevant reduction policies and measures.
4. GHG management and reduction
The Company has been conducting external verification of the "ISO 14064 Greenhouse Gas Management System" since 2010.
From 2023, senior executives hold a "carbon reduction meeting" regularly to plan the overall carbon reduction strategies and targets. The action plans are then submitted to the Board of Directors for implementation, realizing the Company's concept of sustainability.
In 2025, the Company submitted a "Voluntary Greenhouse Gas Reduction Plan" to the Ministry of Environment, which has been approved by the Ministry of Environment. The carbon fee preferential rate level obtained is: A (NT$50/metric ton CO2e). The following are the greenhouse gas emission reduction strategies and planned implementation items:
| Reduction measures | Reduction category | Projected reduction(tCO2e) |
|---|---|---|
| Plasma local scrubbers | Category1 | 122,210 |
| Purchase ofgreenpower | Category2 | 627 |
| Replacement of chillers | Category2 | 2,977 |
| Replacement of lighting equipment(installingLED lights) |
Category 2 | 313 |
The baseline year of our voluntary reduction plan is 2021 to implement the reduction measures
71
above. The goal is to reduce GHG emissions by 42% by 2030. However, based on the implementation items assessment, we are confident that we can reduce the target of the 60% target. In the future, the Company will also continue to plan and implement reduction plans, and aim to achieve the goal of "net zero”.
GHG emission in the past three years
| Emissions (tons of | Category 3~6 | ||
|---|---|---|---|
| Category 1 | Category 2 | ||
| CO2e/year) | |||
| 76,808 | 20,778 | 44,922 | 11,108 |
| 115,041 | 70,126 | 44,915 | 11,002 |
| 125,937 | 80,834 | 45,103 | 9,896 |
Note 1: Third-party external inventory verification for 2025 greenhouse gas emissions has not yet been obtained.
- Energy resources management
As the control of climate change energy resource is becoming more and more important, we have commissioned a professional team to analyze the power consumption of our plants. We implement related action plans according to expert recommendations, thereby reducing unnecessary energy consumption, improving equipment performance, or recycling and reducing energy resource losses, etc. By doing so, we are able to comprehensively review the status of resource consumption.
-
Replacement of high energy-consumption equipment: Replaced ice water chiller with variable frequency motors
-
Monitoring facility control: Installed temperature monitoring and monitoring of equipment operation parameters
-
Electricity-saving measures: 1.5% electricity savings in 2025
Energy conservation implementation in Content the plant Replaced six ice water mainframes to improve Replacement of chillers efficiency Cooling water tower repair and Replaced heat sink and fins in the water tower maintenance benefits Replaced the plant lighting with LED Replaced in-plant lights with LED ones. lighting Variable frequency conversion for Improved cooling water temperature difference cooling water pump CDP OAC incremental speed control devices Regulate supply to reduce power consumption. (inverters)
Electricity consumption for the past three years:
| Total electricity consumption | Green electricity usage | |
|---|---|---|
| Electricity | ||
| (kWh/year) | (kWh/year) | |
| 2025 | 88,272,091 | 1,233,000 |
| 2024 | 95,900,780 | 1,233,000 |
| 2023 | 92,534,327 | 1,233,000 |
- Working environment and employee safety protection 1. Safe work environment
72
The Company has implemented the ISO 14001 "Environmental Management System" and the ISO 45001 "Occupational Safety and Health Management System" to ensure the safety of employees in the workplace. The Company has also implemented a people-centric policy to provide a sound working environment. Through the environmental safety and health management system PDCA, we make continual improvements to reduce the occurrence of accidents that damage the environment, safety, and health. We also enhance the awareness of environmental protection, safety, and health among our colleagues. Moreover, we provide professional training to help employees gain a deeper understanding of environmental and safety and health issues, hoping to effectively prevent accidents.
2. Employee safety protection
Employee personal safety and employee health are equally important. In 2025, the Company conducted the five-year re-examination for "Class C Hazardous Workplaces" and reviewed the status of relevant equipment to safeguard employees' operational safety. The Company also implements, in accordance with the law, the four major protection plans for maternal protection, unlawful workplace infringement, overload management, and ergonomics. Based on risk assessment and graded management, it assists in arranging occupational physician health consultations and implements health services and health management to jointly create a friendly and healthy workplace.
| Safety protection in theplant | Implementation content |
|---|---|
| Operational safety | Working environment measurement Hazardous workplace inspection Fire inspection and maintenance Radiation management Gas detector Various protective gears Buildingsafetyinspection |
| Educational Training | Orientation and in-service education and training Professional certification training Fire drills (escape, fire fighting, general) Civil defense team training Protective gear training Emergencyresponse to toxins and narcotics |
| Disaster prevention | Fire fighting protection detection system Gas detection and alarm system |
| Medical and health care | Occupational physician on-site services Occupational nurses Regular health checkups for new recruits and current employees. Health consultation Epidemicpreventionplanning |
(I) Investment in major equipment for environmental pollution prevention and control, the functions, and potential benefits:
The Company focused on the investment of pollution control equipment at the initial stage of plant construction. The wastewater was first treated by the wastewater treatment plant to meet the acceptance criteria, and then discharged to the sewage treatment plant in the industrial area. Meanwhile, waste gas was treated by the air pollution control equipment to meet emission standards before it is released. The Company entrusted a professional and qualified cleaning
73
company for waste removal. The details of the installed waste prevention equipment are as follows:
Details of pollution prevention facilities
| Air Pollution Control Equipment | Air Pollution Control Equipment | Water Pollution Control Equipment | Water Pollution Control Equipment |
|---|---|---|---|
| Name of equipment | Quantity | Name of equipment | Quantity |
| Scrubber | 20 | Mixingtank | 3 |
| Adsorption equipment - fluidized bed |
1 | pH correction tank | 1 |
| Desorption and combustion tower |
1 | Reaction tank | 2 |
| Condenser | 1 | Rapid mixingtank | 2 |
| Dischargepiping | 8 | Slow mixingtank | 2 |
| Coagulation and sedimentation tank |
2 | ||
| Sludge thickeningtank | 1 | ||
| Sludge conditioningtank | 1 | ||
| Neutralization tank | 3 | ||
| Filterpress for sludge dewatering | 1 | ||
| Effluent tank | 1 |
(II) The process undertaken by the company on environmental pollution improvement for the most recent two fiscal years and up to the date of publication of the annual report, and the handling process if there had been any pollution dispute:
No pollution dispute occurred in the past two years and up to the publication date of the annual report.
- (III) Any losses suffered by the company in the most recent two fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
No penalty occurred during the most recent two fiscal years and as of the date of publication of the annual report.
V. Labor-management relations
(I) The Company's various employee benefit measures, continuing education, training, pension system, and implementation thereof, as well as labor-management agreements and various employee rights protection measures
Since its establishment, the Company has always attached great importance on employee care, and give back to the society through cooperation, innovation, sustainability, integrity and business performance, so as to develop a harmonious labor-management relationship.
1. Employee benefits
The Company’s employee benefits are in compliance with relevant laws and regulations, covering health insurance, labor insurance, group insurance, regular employee health
74
check-ups and appropriate health care plans, so as to develop devoted employees. Marriage, funeral, sickness and maternity grants are provided, with internal communications conferences, Welfare Committee competitions, film appreciation, birthday celebrations and community activities to cut employee stress and achieve better communication and exchange.
The company provides a high-quality working environment, with good salary and employee benefits, while its incentives are in line with the overall business performance. Furthermore, in accordance with the Company’s Articles of Incorporation, if the Company earned profits in the current fiscal year, a minimum of 5% of the profit shall be allocated as employee compensation to attract and retain talents.
- Retirement system and implementation
Since the government implemented the Labor Pension Act (new pension scheme) starting from on July 1, 2005, employees who joined the Company after July 1, 2005 will be subject to the new pension scheme, whereas employees who joined the Company before July 1, 2005 can choose to continue the old pension scheme or switch to the new pension scheme. The Company’s employees shall deposit pension funds every month in accordance with the relevant government laws and regulations.
-
(1) Old pension scheme:
-
A. Retirement conditions are classified into voluntary retirement and mandatory retirement:
-
(a) Voluntary retirement: For employees who attain more than 15 years of creditable service and reached the age of 55; employees who have reached 25 years of service, or employee who attain more than 10 years of creditable service and reached the age of 60.
-
(b) Compulsory retirement: For employees who have reached the age of 65, or employees with disabilities and are unable to work.
-
Employees who meet the above criteria can apply for retirement, and pension payment will be paid within 30 days after the date of final separation from their service at the Company.
-
B. Pension allocation: 2% of the employee’s total salary is allocated on a monthly basis and deposited in the Bank of Taiwan’s trust department.
-
C. Operation of the Labor Pension Reserve Supervisory Committee: To recognize the contributions of long-serving employees, the Company launched an old-system pension claiming plan in 2024, providing employees with greater flexibility in financial planning while allowing them to continue their employment with the Company. As no employees remained with years of service applicable under the old system, the Company closed the Bank of Taiwan pension account in 2025 and recovered a balance of approximately NT$30.14 million.
-
(2) New pension scheme
-
A. An employee who is sixty years or older may claim for retirement payment. Employees whose seniority exceeds fifteen years may choose to receive either
75
monthly pension payments or a lump-sum pension payment. Employees whose seniority is less than fifteen years shall claim for a lump-sum pension payment. Employees who meet the retirement requirements should submitted applications to the Bureau of Labor Insurance.
-
B. Pension allocation: For employees who are subject to the Labor Pension Act, 6% of the employee's total salary is allocated on a monthly basis.
-
Friendly working environment
The Company formulates sexual harassment prevention measures in accordance with the existing laws and regulations including the Act of Gender Equality in Employment, and strengthened workplace safety and equality at work, and build a friendly workplace by upholding the concept of “Friendly work, friendly lifestyle and friendly interactions", so as to improve employee loyalty and offer employees peace of mind in the workplace. Achievements:
Won the 2020 Workplace Health Promotion Certification of the Health Promotion Administration, Ministry of Health and Welfare
Won the 2017-2019 Award of Promoting Workplace Work Equal Rights of Hsinchu Science Park
Won the 2017-2023 Excellence Prize for the Certification of the Breastfeeding Room Granted by Hsinchu City Government
- Talent cultivation
The Company has a comprehensive education and training system. In 2019, it has introduced the talent training quality management system (TTQS) of the Work Force Development Agency, Ministry of Labor, and has obtained a certificate after the evaluation. After we have passed the initial evaluation, we continue to optimize the training system, formulate and improve functional learning and development planning, in order to effectively strengthen the employees’ job functions, and assist in their career planning. In 2022 and 2024, the Company was awarded the silver medal in the evaluation.
Based on factors such as work requirements, employees’ career development, and periodic tasks, the training unit provides professional training courses which is classified into four categories: management courses, technological courses, quality assurance courses, and general courses.
Education and training is conducted according to the PDCA process. We have formulated an annual training plan after summarizing the training needs of each department, and assessed the effectiveness at each stage. Employees are required to share their experience as reference for effectiveness evaluation. The systematic planning and learning and annual performance appraisal not only improve the professional skills and employee efficiency, but also strengthen the employee’s individual competitiveness in the workplace, so that the Company can achieve the purpose of "training" and "talent cultivation".
- Work order management and ethics
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The Company manages employee behavior according to relevant laws and regulations, and has set up internal regulations to regulate work order, which is classified into organizational and personal aspects. In terms of organizational structure, we take into account the organizational function, division of labor and responsibilities to regulate the work scope and management levels, with clear authority for various business operations. In terms of individual employees, the regulations are divided into three categories: attendance management, performance appraisal, and reward and punishment. The clear internal regulations and systematic management enable employees to strengthen self-management and maintain work order and ethical behaviors. In addition, we organize employee recognition award activities on a regular basis to reward the employees with outstanding performance.
- Harmonious labor-management relation
There were no labor disputes in the most recent year up to the date of publication of the annual report, indicating harmonious labor-management relations. For business management, the Company upholds the concept of integrity and cooperation in the working environment, which can be effectively resolved via different communication channels. All labor-management rules and measures are in compliance with relevant laws and regulations. The new or amended labor-management measures can only be finalized after communication and full consent between labor and management. Therefore, no disputes have occurred. (II) List any losses suffered by the company in the most recent two fiscal years and up to the annual report publication date due to labor disputes, and disclose an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken; if a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
- VI. Cybersecurity management
(I)
Describe the cybersecurity risk management framework, cybersecurity policies, concrete management programs, and investments in resources for cybersecurity management
The Company has established the information security team in accordance with the "Information Security Control Guide for TWSE/TPEx Listed Companies" to be responsible for the planning of information security system, setting up the information security team. The team consists of one head of information department and several professional information personnel, responsible for the formulation of internal information security policy, planning of information security operations and promotion of information security policy. The promotion shall include personnel training, process management and technology application, to implement the Company's information security governance.
The Company's information security governance takes into account the three elements: confidentiality, integrity, and availability. The Company adopts the PDCA (Plan-Do-Check-Act) process to analyze and improve information security risks of the information system, protect the Company's assets, and ensure the reliability and sustainability of the system.
Information security management policy
-
Personnel training
-
(1) Training and examination for new recruits
-
(2) General employee information security strengthening and training and safety awareness promotion
77
-
Process management
-
(1) Information security management procedures
-
(2) Emergency response plan formulation and drill
-
(3) System access rights application/variable procedures
-
(4) Analysis and improvement of information security risks of servers
-
(5) Asset and equipment inventory
-
(6) Information security audit
-
Technology application
-
(1) Cybersecurity anti-hacking measures
-
(2) Multi-layer network isolation
-
(3) System multi-factor verification
-
(4) Double-layer firewall flow control
-
(5) Terminal protection
-
(6) 3-2-1 (3 backups, 2 media, 1 off-site) backup principle
-
Information security management policy implementation
The Company defines the role and responsibility of all employees and other stakeholders in information security, so that they can be responsible for different levels and roles. In order to implement information security, the Company has established a dedicated information security team consisting of the information security officer, information security specialists, and users. The team is responsible for developing information security strategies from top to bottom, and ensuring the effectiveness and execution of the strategy from bottom to top.
The Company established the "Cybersecurity Management Committee" in 2023 to review its information security policy and supervise the implementation of information security. The general manager serves as the committee chairperson. The Information Department has established the Cybersecurity Team to formulate and implement cybersecurity policies and plans, and to promote the implementation and review and improvement. The Cybersecurity Team reports the cybersecurity management status to the Cybersecurity Management Committee every quarter, and the results of the information security implementation are reported to the Board of Directors every year. The most recent cybersecurity meeting was held on November 4, 2025, at which the Cybersecurity Management reported the implementation focus, annual goals and implementation results of the year, which will be disclosed in the Company’s 2026 Sustainability Report.
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==> picture [455 x 253] intentionally omitted <==
----- Start of picture text -----
Information security governance
Formulation of information security
policy
Formulation of information security
operating procedures
Information
Department Risk improvement
Implementation promotion
Information security policy advocacy
and personnel training Improvement of internal operating
Implementation and execution of procedures
information security protection Introduction of external solutions
measures
Audit Each
department
Risk assessment
Information security risk assessment
Information asset inventory
----- End of picture text -----
Personal data protection
In order to continue to promote the protection and management of personal data, in addition to the announcement and implementation of its Personal Data Protection Management Procedures on August 8, 2018, the Company established the Personal Data Protection Management Organization - Personal Data Protection Management Meeting on December 14, 2018. The general manager of the Company acts as the convener of the personal data management, which is the highest decision maker of the Company's personal data management system. In order to ensure the implementation of the Company's policies, a meeting is convened at least once a year to report on the work for the year and the work plan for the following year.
In addition to the above-mentioned regular meetings, the main tasks in 2025 are as follows:
-
Continued to promote the system's online data inventory.
-
A systematic personal data online and written questionnaire is conducted each year to enhance employees' understanding of personal data protection.
-
The key provisions of the "Measures for Security Maintenance and Management of Personal Data Files in the Manufacturing and Technical Services Industries" and applicable laws and regulations were promoted.
-
Approved the 2026 personal data management implementation plan.
-
(II) List any losses suffered by the company in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report due to significant cyber security incidents, the possible impacts therefrom, and measures being or to be taken; if a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
VII. Important contracts
None.
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Five. Review and analysis of financial status and financial performance and risk management
I. Financial Highlights
The main reasons and impacts of major changes in assets, liabilities and shareholders' equity in the last two years are described as follows:
in the last two years are described as follows: |
in the last two years are described as follows: |
in the last two years are described as follows: |
||
|---|---|---|---|---|
| Unit: NT$ thousand | ||||
| Year | Difference | |||
| Item | 2025 | 2024 | Amount | % |
| Current assets | 1,526,630 | (536,647) | ||
2,063,277 |
(26) |
|||
| Property, plant and | 844,947 | 75,150 | ||
769,797 |
10 |
|||
| Intangible assets | 4,273 | 3,285 | ||
988 |
332 |
|||
| Other assets | 772,740 | 241,600 | ||
531,140 |
45 |
|||
| Total assets | 3,148,590 | (216,612) | ||
3,365,202 |
(6) |
|||
| Current liabilities | 511,057 | (80,150) | ||
591,207 |
(14) |
|||
| Non-current | 280,251 | (31,692) | ||
311,943 |
(10) |
|||
| Total liabilities | 791,308 | (111,842) | ||
903,150 |
(12) |
|||
| Share capital | 1,575,247 | 1,330 | ||
1,573,917 |
- |
|||
| Capital surplus | 601,082 | 1,152 | ||
599,930 |
- |
|||
| Retained earnings | (124,201) | |||
| 250,864 | 375,065 |
(33) |
||
| Other equity interest | 17,091 | |||
| (90,702) | (107,793) |
(16) |
||
| Equity attributable to | ||||
| 2,336,491 | 2,441,119 |
(104,628) | (4) |
|
| Non-controlling | ||||
| 20,791 | 20,933 |
(142) | (1) |
|
| Total equity | ||||
| 2,357,282 | 2,462,052 |
(104,770) | (4) |
|
| Description of significant changes (changes of 20% or more in the prior and subsequent periods and changes amounting to NT$10 million) 1. Decrease in current assets: Primarily attributable to cash dividend payments, Refund of customer capacity reservation deposits, and the purchase of fixed assets. 2. Increase in other assets: Primarily attributable to an increase in prepayments for equipment. 3. Decrease in retained earnings: Mainly due to the net loss for the year and the distribution of cash dividends from earnings. |
- Decrease in current assets: Primarily attributable to cash dividend payments, Refund of customer capacity reservation deposits, and the purchase of fixed assets.
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II. Financial Performance
(I) The main reasons for the significant changes in operating revenues, net operating income and net income before tax for the last two years:
| Financial Performance (I) The main reasons for the significant changes in operating revenues, net operating inc and net income before tax for the last two years: |
Financial Performance (I) The main reasons for the significant changes in operating revenues, net operating inc and net income before tax for the last two years: |
Financial Performance (I) The main reasons for the significant changes in operating revenues, net operating inc and net income before tax for the last two years: |
Financial Performance (I) The main reasons for the significant changes in operating revenues, net operating inc and net income before tax for the last two years: |
Financial Performance (I) The main reasons for the significant changes in operating revenues, net operating inc and net income before tax for the last two years: |
|---|---|---|---|---|
| Unit: NT$thousand | ||||
| Year | Amount of increase |
|||
2025 |
2024 |
Change ratio (%) |
||
| Item | (decrease) |
|||
| Operatingrevenue | 2,037,211 | 1,893,958 |
143,253 |
8 |
| Operatingcosts | (1,734,250) | (1,502,060) | 232,190 | 15 |
| Gross operating profit | 302,961 | 391,898 |
(88,937) |
(23) |
| Operatingexpenses | (389,913) | (346,587) | 43,326 | 13 |
| Operating profit(loss) | (86,952) | 45,311 | (132,263) |
(292) |
| Non-operating income and |
9,880 |
(35,984) |
(78) |
|
45,864 |
||||
| expenses | ||||
| Net profit (loss) before income | (77,072) |
(168,247) |
(185) |
|
91,175 |
||||
| tax | ||||
| Income tax expenses | (53) | 9 | (62) |
(689) |
| Net income (loss) for the | (77,125) |
(168,309) |
(185) |
|
91,184 |
||||
| currentperiod | ||||
| Other comprehensive income | 9,542 |
17,905 |
(214) |
|
(8,363) |
||||
| (loss) (net amount after tax) | ||||
| Total comprehensive income | (67,583) |
(150,404) |
(182) |
|
82,821 |
||||
| of the currentperiod | ||||
| Description of significant changes (changes of 20% or more in the prior and subsequent periods and changes amounting to NT$10 million) 1. Decrease in gross profit from operations: mainly due to the growth in market demand for the wafer manufacturing business compared with last year, and the increase in sales volume and selling prices, resulting in an increase in sales revenue; however, as the increase in the quantity of operating costs and unit costs was greater than the increase in sales volume and prices, gross profit from operations decreased compared with 2024. 2. Decrease in operating profit: mainly due to the explanation in 1. above and the increase in major personnel expenses in 2025. 3. Decrease in non-operating income: This was primarily due to a decrease in the valuation of net foreign currency assets during the current period. 4. Increase in other comprehensive income: Primarily due to an increase in unrealized valuation gains and losses on investments in equity instruments measured at fair value through other comprehensive income during the current period. |
(II) Analysis of changes in operating gross margin
| Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | ||
|---|---|---|---|---|---|
| The number of changes before and after the increase or decrease |
Reason for difference | ||||
| Difference in selling prices |
Difference in cost prices |
Difference in quantity |
|||
| Difference in sales mix | |||||
| Gross operating profit |
|||||
| (88,937) | (37,008) | (79,364) | (13,301) | 40,736 | |
| Mainly due to the growth in market demand for the wafer manufacturing business compared with last year, and the increase in sales volume and selling prices, resulting in an increase in sales revenue; however, as the increase in the quantity of operating costs and unit costs was greater than the increase in sales volume and prices, gross profit from operations decreased compared with 2024. |
|||||
| Description | |||||
81
III. Cash flow
(I) Analytical description of changes in cash flows for the most recent year
| Year | Percentage of increase or | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Item | decrease(%) | ||
| Cash flow ratio(%) | 21.15 | 12.15 | 74 |
| Cash flow adequacyratio(%) | 59.25 | 77.41 | (23) |
| Cash reinvestment ratio(%) | 0.32 | 0.37 | (14) |
(II) Analysis of cash flows in the coming year
Unit: NT$ thousand
| Net cash flow from | Other cash inflows | Remedies for cash shortage | |||
| Opening cash balances |
|||||
| operating activities for | (outflows) for the | Cash flow surplus | |||
(deficit) amount |
Investment | Capital increaseplan |
|||
| the year | year | ||||
| plan | |||||
| 838,162 | 192,264 | (699,155) | 331,271 | - | - |
| 1. Analysis of changes in cash flows for the coming year: (1) Operating activities: Mainly due to the increase in depreciation expense, which reduced cash outflows. (2) Investing activities: Net cash outflow from the acquisition of property, plant and equipment. (3) Financing activities: Net cash outflow mainly arising from the refund of customers' capacity guarantee deposits. 2. Estimated cash shortage remediation and liquidityanalysis: Not applicable. |
-
IV. Impacts from Major Capital Expenditures to the Financials in the Most Recent Year:
-
(I) Recent significant capital expenditures and sources of funds: None. (II) Expected possible benefits: None.
-
V. Reinvestment policy in the most recent year, main reasons for profit or loss, improvement plans, and investment plans for the coming year:
(I) Reinvestment policy, main reasons for profit or loss:
Unit: NT$ thousand
| Description | Investment gain | |||
(loss) recognized in |
Policy |
Main reasons for profit or loss | Improvement | |
| plan | ||||
| Item | 2025 | |||
| Mao Fu Development Co., Ltd. |
(7) | Note 1 | Investment gain (loss) | - |
| DenMOS Technology Inc. | (759) | Long-term investments |
Operating income | - |
| Giant Haven Investments Ltd. |
6,353 | Long-term investments |
Mainly gains generated from bank time deposits and exchange |
- |
Note 1: Mao Fu Development Co., Ltd. was approved by a Board of Directors resolution on May 6, 2025 to proceed with a short-form merger into the parent company, and it obtained the merger registration approval letter from the competent authority on August 18, 2025.
(II) Investment plans for the coming year:
The company has not invested more than 5% of the paid-in capital of the company in the recent year, and the future reinvestment policy will be conservative.
VI. Risk Matters:
(I) Risk factors
-
The impact of interest rate, exchange rate changes and inflation on the company's profit and loss and future countermeasures:
-
(1) Changes in interest rates:
The Company's interest expense for Year 2025 was $7,478 thousand, which
82
accounted for 0.4% of the net operating income for the year, and the impact on the Company was not significant. The Company will continue to pay attention to changes in interest rates, strengthen the management of working capital, increase the proportion of its own funds, and improve its financial structure to minimize interest rate risk.
- (2) Changes in exchange rates:
The sales of the Company are mainly in foreign currencies. In addition to the natural hedging policy for assets and liabilities, the Company also pays attention to changes in exchange rates and adjusts its foreign currency positions in a timely manner to reduce the risk of exchange rate fluctuations.
- (3) Inflation:
Based on the characteristics of the industry, inflation has no significant impact on the company's operations, but we will still pay attention to the inflation situation in due time.
-
The main reasons for the policy, profit or loss and future countermeasures of engaging in high-risk, highly leveraged investments, capital loans to others, endorsement guarantee and derivative commodity trading:
-
(1) The Company did not engage in high-risk, highly leveraged investments in Year 2025 and as of the date of publication of the annual report.
-
(2) The company has no guarantee of capital loan, others and endorsement in Year 2025 and up to the date of publication of the annual report.
-
(3) The Company did not engage in derivative financial commodity trading in Year 2025 and as of the date of publication of the annual report.
-
Future R&D plans and estimated R&D expenses
The Company has long focused on process research and development related to power semiconductors and corresponding power management ICs, and continues to develop foundry business primarily for high-efficiency medium- and low-voltage trench-gate and shielded-gate Power MOSFETs, FS-IGBTs, diodes, and analog ICs. Especially in the medium- and low-voltage Power MOSFET field, corresponding device characteristics are developed to meet different system application requirements and satisfy customers. Customized process and product platform development are the main focus of technology research and development.
The subsidiary focuses on the development, application, and sales of high-efficiency medium- and low-voltage Power MOSFET product lines, and will continue to actively seek development in product lines for electric motorcycles, drones, robots, AI, and other electromechanical-related product applications. Develop and promote more automotive-related high-efficiency medium-voltage, high-current Power MOSFETs; prioritize new products featuring low on-resistance and conversion efficiency Trench Split-Gate MOSFETs, applied to drones, robots, and electric motorcycle charging boards; and simplify process and design to improve product cost-performance.
At present, the subsidiary has completed process technology and product development
83
for medium-voltage (100V–250V) trench-gate N-Channel Power MOSFETs and has successfully introduced them into mass production, demonstrating that the Company has established stable manufacturing and market supply capabilities in this voltage range.
In terms of further technology upgrades, prototype device development for 150V– 200V Shielded Gate Trench N-Channel Power MOSFETs has been completed and is now entering the product optimization stage. Better performance is expected in on-resistance (Rds(on)) and switching performance, so as to enhance market competitiveness. To address the demand of electromechanical equipment for higher power and efficiency, 250V-class shielded trench-gate N-Channel medium-voltage MOSFETs have been listed as a key R&D project for the next stage, with the goal of further strengthening the product portfolio in the high-voltage application market. In addition, in terms of product mix optimization, 100V– 150V shielded trench-gate P-Channel Power MOSFETs with higher gross margin potential are also under simultaneous development, so as to complete the product line and enhance overall market coverage and profitability.
In diode product related process research and development, currently mainly focuses on automotive Low Loss Diodes (LLD) and Ultra Low Loss Diodes (ULLD) related technology, according to the specifications of the automotive market in cooperation with manufacturers in the automotive field. After years of efforts, LLD chips for automotive diodes have successfully entered mass production, with comparable conversion efficiency characteristics and stability. ULLD has also entered mass production for higher-end product applications. In addition, the second generation of low-loss diodes (LLD) has made a major breakthrough after a year of efforts, in addition to better conversion efficiency, yield is also close to mass production. The second generation of ULLD product technology will be further optimized.
Other Diodes, such as Schottky Diodes, Ultra Low Capacitance Transient Voltage Suppressor array, With Current Regulated Diodes. In particular, the unique trench type Schottky diode system helps customers to launch quite competitive characteristic products in the application field of low conduction demand and high temperature resistance demand. This generation of industrial business has been thriving in the past two years, and will continue to develop relevant process technology in line with product specifications for specific fields in the future. In addition to continuing to optimize the characteristics of the existing Schottky diodes to strengthen competitiveness, we will also cooperate with manufacturers in the automotive field to develop technologies related to automotive diodes to meet the specifications of the future automotive market.
In addition, we have accumulated many successful cases in the development of diode processes related to transient voltage suppression arrays for ESD protection applications. In particular, we have made a major breakthrough in the development of extremely low capacitance ESD protection devices required for next-generation products and have entered stable production.
We have also made considerable progress in the development of our own IGBT products, and have produced test samples for customer verification since the first half of
84
- The product specifications cover 1200V/10A-100A and 650V/10A-50A, which can be used in the markets of environment-friendly appliances, fireless cookware, electric welding machines, HVAC units, inverters, UPS, motor applications, etc. The above IGBTs are NPT (non-punch-through) type, but recently we have been developing FS (field stop) type products. After accumulating experience and continuous efforts, we passed the reliability self-test last year and have passed reliability tests at many customers. At present, we have mass production of 1200V FS-IGBT/15~50A, and we are actively developing chips above 75A. In addition to IGBTs, positive temperature coefficient FRD product technology will also be developed in the future, enabling FRD and IGBT to be co-packaged as a single discrete device. Through appropriate matching with each other, better stable quality and performance can be achieved in application fields such as motors or inductive loads. Through cooperation with customers to apply products in different fields, the devices will be optimally adjusted according to the requirements of the application fields.
The future development focus is: adjusting the switching characteristics of IGBTs according to industry application characteristics, while developing matching FRDs. The FRD development schedule will prioritize negative temperature coefficient first, followed by the commencement of research and development on positive temperature coefficient.
The 5G base station power consumption is three times higher than 4G base station, which requires more power management requirements, driving the power semiconductor market boom; in addition, the demand for power semiconductors for 5G cell phones is growing significantly. The existing semiconductor material silicon (Si) substrate is the mainstream. In the face of the trend of circuit miniaturization, the matching of process or function has reached the limit. In line with the performance requirements of size reduction, high heat dissipation efficiency, and more electronic applications such as high frequency and high power, silicon based semiconductor is limited by the physical properties of silicon, and it is not easy to break through the bottleneck. Gallium nitride (GaN) and silicon carbide (SiC), not only have good electric field resistance, are not easy to be broken by electric field when applied to high voltage components, and have good conductivity and heat dissipation, can reduce energy loss, and under the low dielectric constant, can also reduce parasitic capacitance, reduce signal delay and power consumption. Therefore, wide-bandgap semiconductor materials are more suitable for application in power devices (Power Device). By leveraging their advantages of higher efficiency, high conductivity, and heat resistance, they can overcome more demanding operating environments. Research and development of silicon carbide (SiC) MOSFETs is also accelerating, and product characteristics have preliminarily been successfully verified by key customers. In the future, optimization of device characteristics and process platform capabilities will proceed in parallel on two tracks.
Research and development are key to enhancing the Company's competitiveness and maintaining the Company's sustainable development, and it is estimated that total research and development expenses this year will amount to approximately more than
85
NT$230 million.
- Impact of important domestic and foreign policy and legal changes on the company's financial business and countermeasures
The Company has always paid close attention to and kept abreast of any policies and laws that may affect the Company's operations, and adjusted the Company's related systems accordingly. For the most recent year and up to the printing date of the annual report, changes in relevant laws and regulations did not have a significant impact on the Company's operations.
- The impact of technological changes and industrial changes on the company's financial business and countermeasures
The Company's wafer fabs will continue to develop other high voltage and power management technology platforms that meet market needs and introduce more advanced processes by deepening long-term customer partnerships in order to increase product competitiveness and effectively improve profitability and sustain competitive advantages.
- Influence of corporate image change on corporate crisis management and countermeasures
In the most recent year and up to the date of publication of the annual report, there have been no significant events that would cause a change in the company's image.
-
Expected benefits, possible risks and measures for mergers and acquisitions: Not applicable.
-
Expected benefits, possible risks and countermeasures of plant expansion:
The Company and its subsidiaries have not expanded their plants in the most recent year or as of the date of publication of the annual report of the current year.
-
Risks and countermeasures of purchasing or selling concentration:
-
(1) Purchase: The main raw materials of the company are supplied by long-term supply contracts and are not from a single source, aso there is no risk of purchase concentration.
-
(2) Sales: The company's sales customers have been dispersed to different customers and different application market needs, and there is no risk of sales concentration.
-
-
The impact, risks and countermeasures of the mass transfer or replacement of equity of directors, supervisors or major shareholders holding more than 10% of the shares on the company: None.
-
Impact of change of management rights on the company, risks and countermeasures: Not applicable.
-
Other important risks and countermeasures: None.
(II) Litigation or non-litigation events
For the last two years and as of the printing date of the annual report, there were litigation, non-litigation or administrative disputes that have been determined or are currently pending, the outcome of which may have a significant impact on shareholders' equity or securities prices:
With regard to the polycrystalline silicon wafer purchase and sale contract “Original Contract” and “Supplementary Contract” between the Company and Jiangxi LDK Solar High-Tech Co., Ltd. (referred to as “LDK”), since both parties failed to reach a consensus on
86
the unit price of polycrystalline silicon wafer, according to the terms and conditions of the “Original Contract”, the Company informed LDK that the Contract shall be terminated automatically on Apr, 1, 2010 and requested LDK to return the prepayment of US$28,611,000 (recognized as long-term accounts receivable). With regard to the dispute over the “Original Contract” and “Supplementary Agreement”, LDK filed arbitration proceeding with the Hong Kong International Arbitration Centre. The arbitration court was established on May 27, 2011 and made a ruling with the issuance a final decision on June 11, 2013. For the claim filed by the Company against LDK and the claim filed by LDK against the Company, each party received one favorable judgment and one unfavorable judgment respectively. According to the arbitration result, the Company is not in breach of contract for the non-purchase of the remaining quantity in the Original Contract, but should compensate for the loss of the non-purchase of the remaining quantity in the Supplemental Agreement, the liquidated damages for the non-supply of IC wafer recycling materials in the Original Agreement and the refund of the amount paid by LDK to the Company for the recycling materials, which amounted to US$13, 532,000 and other losses have been recognized in the Company's accounts; In addition, the Company's accounts payable to LDK amounted to US$2,836,000 and the above three items amounted to US$13,532,000, which were offset by the Company's long-term receivables from LDK amounting to US$28,611,000, resulting in an advance payment of US$12,243,000 from LDK. The court has accepted the application and notified LDK to comply with the final ruling. On November,17, 2015, LDK entered the reorganization procedure due to the application for reorganization by its creditor Xinyu Chengdong Construction Investment Co., LTD. The company has declared its creditor's rights and obtained the notice of examination and recognition of creditor's rights. On December,18, 2017, the LDK restructurer notified the Company that the amount of debentures allotted to the Company was RMB2,093 thousand, with the option to be repaid in installments or offset by shares. Based on the time limit of recovery, the possibility of consideration and LDK company's operating conditions, the company chooses the method of repayment to be debt equity. However, no follow-up notice has been received from LDK and LDK has refused to assist the Company in understanding the situation, so the Company has not been compensated to date. In addition to the enforcement procedures in mainland China, the Company has also initiated compulsory enforcement procedures in Taiwan with respect to LDK's assets or claims to protect the Company's interests. As of December 31, 2025, the Company had recovered part of its claims against LDK in Taiwan, and for part of the receivables, the Taiwan High Court upheld the findings of the first-instance judgment, recognizing the Company's related claims for recovery; however, as the opposing party may still file an appeal in accordance with the law, the judgment has not yet become final.
After the Company evaluates and considers the possibility of recovering the long-term accounts receivable, the relevant full amount has been recognized as an impairment loss in 2017.
VII. Other important matters: None.
87
Six. Special Notes
-
I. Information on Affiliated Enterprises
-
(I) Organizational Chart of Enterprises
==> picture [82 x 9] intentionally omitted <==
----- Start of picture text -----
December 31, 2025
----- End of picture text -----
Mosel Vitelic Inc. 84.39% 100% Giant Haven DenMOS Investments Technology Inc. Ltd
(II) Basic information on affiliated enterprises
December 31, 2025 Unit: NT$ thousand
| Establishment date |
||||
|---|---|---|---|---|
| Company Name | Address | Paid-in capital | Major business activities or production items | |
| Giant Haven Investments Limited | 89.11.29 | Virgin Islands | 5,243 | General investment |
| DenMOS Technology Inc. | 90.03.06 | Hsinchu Science Park |
113,584 | R&D, design, manufacturing and sales services of integrated circuits for LCD display drivers and integrated circuits for other special applications. |
-
(III) Information on common shareholders presumed to have control and subordinate relationships: None.
-
(IV) Industries covered by the business operations of the affiliated enterprises:
-
The industries covered by the business operations of the Company's affiliated enterprises include electronics, manufacturing, trading, and investment.
-
(V) Names of directors, supervisors, and the General Manager of affiliated enterprises and their shareholdings or capital contributions in such enterprises:
December 31, 2025 Unit: shares
| Shareholding | ||||
| C N | Til | N Ri | ||
| ompany ame | te | ame or epresentatve | Number of shares |
Shareholding percentage |
| DenMOS Technology Inc. | Director/Chairman Director Director Director Director Director Director |
Representative of Mosel Vitelic Inc.: Yi-Hsien Tang Representative of Mosel Vitelic Inc.: Chien-Chi Lu Representative of Mosel Vitelic Inc.: Chun-Sheng Chen Representative of Mosel Vitelic Inc.: Chien-Hsing Lin Representative of Mosel Vitelic Inc.: Tian-Min Yuan Representative of Mosel Vitelic Inc.: Cheng Huang Representative of Mosel Vitelic Inc.: Shih-Chi Lai |
9,585,003 | 84.39% |
| Supervisor Supervisor |
Ya-Fei Yang Fu-ChengChen |
0 | 0% | |
| Giant Haven Investments Limited |
Director Director Director |
Representative of Mosel Vitelic Inc.: Yi-Hsien Tang Representative of Mosel Vitelic Inc.: Chih-Da Teng Representative of Mosel Vitelic Inc.: Ya-Fei Yang |
15 | 100.00% |
(VI) Operational Overview of Affiliated Enterprises
| December 31, | 2025 Unit: NT$thousand | 2025 Unit: NT$thousand | ||||||
|---|---|---|---|---|---|---|---|---|
| Earnings per share (NT$) (after tax) |
||||||||
| Profit for the period (after tax) |
||||||||
| Total liabilities |
Operating revenue |
Operating profit |
||||||
| Company Name | Capital | Total assets | Net value | |||||
88
| Giant Haven Investments Ltd. | 5,243 | 5,894 | 10 | 5,884 | 0 | (219) | 6,353 | 423,574.27 |
|---|---|---|---|---|---|---|---|---|
| DenMOS Technology Inc. | 113,584 | 142,113 | 8,922 | 133,191 | 64,729 | (2,811) | (908) | (0.08) |
| Total | 118,827 | 148,007 | 8,932 | 139,075 | 64,729 | (3,030) | 5,446 |
-
II. Private Placements of Securities: None.
-
III. Circumstances where subsidiaries held or disposed of the Company's shares: None.
-
IV. Other Necessary Supplementary Disclosures: None.
-
V. Matters having a material impact on shareholders' equity or the price of securities as stipulated in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act: None.
89
==> picture [80 x 80] intentionally omitted <==
Mosel Vitelic Inc.
Chairman: Yi-Hsien Tang
==> picture [49 x 49] intentionally omitted <==
Mosel Vitelic Inc.
Company Address: No. 1, Yanxin 1st Rd., Hsinchu Science Park, Hsinchu City, Taiwan R.O.C. Telephone: (03)578-3344 Fax: (03) 566-5888