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PARPRO Annual Report 2024

Aug 4, 2025

52437_rns_2025-08-04_a0a507a3-5373-49bb-adf4-7819893e4457.pdf

Annual Report

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Stock code: 4916

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PARPRO CORPORATION

2024 Annual report

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw/ Company website: http://www.parpro.com/ Printed on April 30, 2025

  1. Spokesperson and acting spokesperson of the company:

Spokesman: Name: Wu Hsiu Pi Job Title: Chief Financial Officer Tel: (03)457-5535 E-mail: [email protected]

Acting Spokesperson: Name: Lee Shen Lung Job Title: Finance Manager Tel: (03)457-5535 E-mail: [email protected]

  1. Addresses and telephone numbers of the head office, branch offices and factories 4th Floor, No. 169, Jianxing Road, Zhongli District, Taoyuan City Factory address: no Tel: (03)457-5535

  2. The name, address, website and telephone number of the institution handling the stock transfer Name: KGI Securities Co., Ltd. Stock Affairs Agency Department Address: 5th Floor, No. 2, Section 1, Chongqing South Road, Taipei City URL : https://www.kgi.com.tw/ Tel: (02)2389-2999

  3. Name,addresses and contact number of Audit Firm:

Name of CPA Firm: Deloitte & Touche Audit Firm Name of CPAs: Chen Peide, Chen Junhong Address: Floor 20, No. 100, Songren Road, Xinyi District, Taipei City Website: www.deloitte.com.tw Tel : (02)2725-9988

  1. Name of overseas securities exchange where the securities are listed and method of inquiry: Not applicable.

  2. Company's website:

http://www.parpro.com/

2

  • Contents I. Letter to Shareholders II. Company Profile 1. Date of Establishment 2. Company History

  • III. Corporate Governance Report 1. Organizational System Chart 2. Information on Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

    1. Status of Corporate Governance

    2. Information on CPA Professional Fees

    3. Information on Replacement of CPA

    4. The Company's Chairman, General Manager, and Manager in Charge of Financial or Accounting Officers holding Any Positions in the Company's CPA firm or its Affiliates in the Recent Year

    5. Transfer of Equity and Changes to Equity pledge of Directors, Supervisors, Managerial Officers and Shareholders Representing More than 10% of Shares

    6. Information on the Relationship among the Company's Top 10 shareholders.

    7. Total Number of Shares and Total Equity held by the Same Investee by the Company, its Directors and Supervisors, Managerial Officers, and Any Companies Controlled Either Directly or Indirectly by the Company

  • IV. Fundraising situation

    1. Capital and Shares

    2. Corporate bonds

    3. Preferred Shares

    4. Global Depository Receipts (GDRs)

    5. Employee Stock Options

    6. New Employee Restricted Stock

    7. New Share Issuance in Connection with Acquisition or Acceptance of Shares from Other Companies

    8. Implementation of Capital Utilization Plan

  • V. Operational Overview

    1. Business Activities

    2. Market, and Production and Sales Overview

    3. Employees

    4. Disbursements for Environmental Protection

    5. Labor Relationship

    6. Important Contracts

3

VI. Financial overview

  1. Financial Information for the Last Five Years

  2. Financial Analysis for the Last Five Years

  3. Audit Committee’s Review Report on the Financial Reports of the Recent Years

  4. Parent Company Only Financial Report and Auditor’s Report of the Recent Years

  5. Consolidated Financial Reports and Auditor’s Report of the Recent Years

  6. Impact of Financial Difficulties of the Company and its Affiliates on the Company’s Financial Position during The Most Recent Years and Up To the Date of Publication of The Annual Report

  7. VII Financial Status, and Financial Performance Analysis and Risks

  8. Financial status

  9. Financial Performance

  10. Cash Flow

  11. Significant Capital Expenditures and its Impact on the Financial Operations in the Most Recent Years

  12. Reinvestment Policies for the Recent Years, Main Reasons for Profits or Losses, Improvement Plan, and Investment Plan for the Coming Year

  13. Risk Analysis and Assessment

  14. Other Important Matters

  15. VIII. Special Disclosure

  16. Overview of Affiliates

  17. Private Placement Securities during the Most Recent Years and up to the Date of Publication of the Annual Report

  18. Holding or Disposal of Shares in the Company by Subsidiaries during the Most Recent Years and up to the Date of Publication of Annual Report

  19. Supplementary Disclosures

  20. Occurrence of Any Events that have Significant Impact on the Shareholders’ Rights or Securities Prices as Stated in Item 2 of Paragraph 3 of Article 36 of the Securities and Exchange Act during the Most Recent Years and up to the Date of Publication of the Annual Report

4

I. Letter to Shareholders

2024 operating results, 2025 year business plan and future company development strategy, affected by external competition environment, regulatory environment and overall business environment are explained as follows:

1. 2024 business results

  • (1) 2024 business plan implementation results
2024 business results
2024 business plan implementation results
2024 business results
2024 business plan implementation results
2024 business results
2024 business plan implementation results
2024 business results
2024 business plan implementation results
2024 business results
2024 business plan implementation results
Unit: NT$ thousand;%
Item 2023 2024 Increase/Decrease Ratio of change
Operatingincome 3,414,371
3,573,442

159,071

4.66
Cost ofgoods sold 2,935,555
3,067,878

132,323

4.51
Operating profit 478,816
505,564

26,748

5.59
Operatingexpenses 321,708
401,100

79,392

24.68
Operatingnet(loss) profit 157,108 104,464
(52,644)
(33.51)
Net non-operatingincome (16,437) (58,358) (41,921) (255.04)
Netprofit before tax 140,671
46,106

(94,565)
(67.22)
Netprofit for theyear 80,320
1,477

(78,843)
(98.16)
Net profit attributable to the
owners of the Company

80,320

1,514

(78,806)

(98.12)
Net profit attributable to the
non-controlling interest

0

(37)

(37)

(100.00)
Earningsper share 0.87
0.02

(0.85)
(97.70)
  • (2) Budget execution status: Not applicable.

  • (3) Profitability Analysis

Financial
Structure (%)
Solvency (%)
Profitability (%)
Item 2023 2024
Liabilities to Assets Ratio 44.89 39.30
Long-term funds to fixed assets Ratio 2,010.12 2,020.78
Current Ratio 221.23 248.06
Quick Ratio 91.67 142.72
Return on assets 3.25 0.97
Return on equity 4.62 0.07
Earnings per share (NT$) 0.87 0.02

(4) Research Development Status

The main operations and products of Papro Corporation are divided into gaming and industrial computers, aerospace and defense industries and other fields. The operating bases are in Taiwan, Mexico and the United States. "Technology research and development, innovative development, global layout" and other strategies, through vertical and horizontal integration, continue to improve and optimize the group's production and manufacturing capacity, strengthen research and development capabilities, gradually form barriers to entry in the same industry, and develop new technologies and new products and industrial applications, widely used in gaming, industrial computers, aerospace, defense industry, Netcom, medical, Internet of Things, smart retail, automotive and other industries/product fields.

2.2024 Annual Operation Plan

(1)Operating strategy

  • A. Maintenance and enhancement of customer relationships, with a focus on deepening and developing applications in industries such as gaming, industrial computers, aerospace, defense, telecommunications, healthcare, and edge AI applications.

  • B. Group operation integration, including order receiving and production arrangement,

5

R&D cooperation/support and joint development, so as to achieve resource sharing, more efficient operation, and share results.

  • C. Intensify research and development energy with innovation, and expand new or potential products and industrial applications in the future.

  • D. Effectively control operating costs and improve the overall profitability of the group.

  • (2)Important Production and Marketing Policies

  • A. Strengthen the relationship with existing customers, grasp existing orders and shipments, and then increase new or potential customers and orders.

  • B. Strengthen the supply chain relationship and enhance the bargaining power of suppliers.

  • C. To reduce material cost.

  • D. Through the improvement of manufacturing process and yield rate, we can provide customers with high quality and shorten delivery time.

  • E. Carry out cost control and maintain/improve stable profits.

  • (3)Expected Sales Volume and Basis

The company has not announced a financial forecast for 2025. However, the Compnay will prudently respond to current and future global political and economic developments, aligning with the Group s product strategy and adjusting production capacity accordingly. Based on Company s historical business performance and ongoing discussions with customers regarding orders, the company aims to achieve stable and organic growth in product sales volume and value in 2025.

  • 3.Future company development strategy

  • (1)Maintenance and improvement of customer relationship.

  • (2)R&D energy and technology are continuously quenched to establish/enlarge the differentiated value with competitors in the same industry.

  • (3)Seek for mergers and acquisitions or strategic alliances, and gradually expand the group's operating scale and realize greater profit momentum for the group through horizontal and vertical operation integration models.

  • (4)Prudent financial strategy and implementation of corporate governance, strengthening and maintaining good investor relations.

  • (5)Cultivate global talents and build an international team.

  • Affected by the external competitive environment, regulatory environment and overall business environment

The competition in the external environment is fierce. The company will continue to recruit outstanding talents, increase the added value of products and expand product lines to increase market share, so as to maintain the stable growth of operations. At the same time, it will continue to integrate the operations of the various operating companies of the group Configuration, in order to achieve the effect of reducing costs and enhancing competitiveness.

In addition, in the face of increasingly strict laws and regulations on environmental protection, investors, consumers, intellectual property rights, and labor rights, the company will also implement the spirit of corporate governance, fulfill corporate social responsibilities, and implement relevant laws and regulations. Changes in important policies and regulations affect finances and business. In the future, we will also keep an eye on changes in important policies and regulations at home and abroad, and propose timely measures to respond to them.

Under the operation of a globalized, conglomerate, and specialized enterprise, Papro Corporation will continue to face challenges with more stable and practical management in

6

response to the trend of internationalization. Papro Corporation also believes that with the encouragement and encouragement of all colleagues and shareholders of the company .Under the guidance, Papro Corporation will be able to reach new heights and create greater benefits for shareholders.

7

II.Corporate Governance Report

  • 1.Information on Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

  • (1) Directors and supervisors:

A. Director:

As As of March 29,2025 of March 29,2025 of March 29,2025 of March 29,2025
Job title Nationality
or place of
registration
Name Gender
Age
Elect
Date
Term
s
Initial
Election
Date
When elected Current
Number of shares held
Spouse and minor
children currently
hold shares
Holding shares in the
name of others
Main experience
(Education)
Current positions in the company and other
companies
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Note
Number
of shares
Shareholdi
ng Ratio
Number of
shares
Shareholdin
g Ratio
Numbe
r of
shares
Shareholdin
g Ratio
Number of
shares
Shareholdin
g Ratio
Job title Name Relation
Chairman Taiwan Liao,
Wenjia
Male
51~60
2022/5/31
3

2004/10/1
8,071,942
9.68

7,971,942

7.21

0

0
17,085,879
15.44

Boston University/Master
of Electronic Commerce
National Taiwan
University Bachelor
Parpro Corporation./General Manager
Parpro Holdings Co., Ltd./Legal Person
Director Representative
AP Parpro, Inc./Legal Person Director
Representative
Parpro System Corporation /Legal Person
Director Representative
Paide Investment Co., Ltd. / Chairman
Jieshi Investment Co., Ltd. / Chairman
Yunyong Investment Co., Ltd./Chairman
Anderson Industrial Corp. /Chairman
Rayder Machinery Corporation / Chairman
Shengde Co., Ltd. / Chairman
Anderson Merchandise Corporation /
Chairman
Giben Holdings Ltd.(SAMOA)/Director
Giben Holdings Ltd.(BVI)/Director
None None None Note
Director Taiwan Zeng,
Xueqing
Female
71~80
2022/5/31
3

2010/5/26

0

0

0

0

0

0

0

0

Shih Chien
College/Fashion Design
Department
Head of Fangdeng
International Trading Co.,
Ltd.
Manager of Fufeng
Engineering Company
Anderson Industrial
Corp./Legal person
director representative

Changchi Co., Ltd./Consultant
None None None None

8

Job title Nationality
or place of
registration
Name Gender
Age
Elect
Date
Term
s
Initial
Election
Date
When elected When elected Current
Number of shares held
Current
Number of shares held
Spouse and minor
children currently
hold shares
Spouse and minor
children currently
hold shares
Holding s
name
hares in the
of others
Main experience
(Education)
Current positions in the company and other
companies
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Note
Number
of shares
Shareholdi
ng Ratio
Number of
shares
Shareholdin
g Ratio
Numbe
r of
shares
Shareholdin
g Ratio
Number of
shares
Shareholdin
g Ratio
Job title Name Relation
Director Taiwan Wu,
Hsiupi
Female
61~70
20024/5/31
3
2004/10/01
9,765

0.01

109,765

0.10

0

0

0

0

Shih Chien College
Director of Materials,
Yulin Technology Co.,
Ltd.
Parpro
Corporation/financial
manager, special assistant
Anderson Industrial Corp.
/legal person director
representative
Parpro Corporation/Chief
Financial Officer, Deputy
General Manager

Parpro Corporation/Chief Financial Officer,
Deputy General Manager
AP Parpro, Inc./Legal Person Director
Representative
Parpro(Nevada) Inc./Representative of
corporate director
Pilot (Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
Parpro System Corporation /Legal Person
Director Representative
Shengde Co., Ltd./Director
Anderson Merchandise Corporation/Director
None None None None
Director Taiwan Jieshi
Investmen
t Co., Ltd
Represent
ative:Yu
Shaoyin
Female
61~70
2022/5/31
3

2022/5/31
5,830,415
6.99

5,830,415

5.27

0

0

0

0

Shih Chien College
Housheng Electronic
Industry Co.,
Ltd./Accountant
System Electronics
Industry Co.,
Ltd./Accountant/Financia
l Director/Assistant
Manager of Management
Department/Director of
Audit Office/Supervisor
Supervisor of Boji
Electronics Co., Ltd.
None None None None None
Director Taiwan Shen,
Zhenlin
Male
61~70
2022/5/31
3

2013/4/18

0

0.00

0

0.00

0

0

0

0

Master of Economics,
National Chung Hsing
University
Motech Co., Ltd. / Chief
Financial Officer
Sincere Information
(Shares) Company/Chief
Financial Officer and
Senior Deputy General
Manager
Taiwan Semiconductor
Manufacturing Co.,
Ltd./Deputy Director of
Finance
Kanglian Holdings
Limited / Independent
Director
Parade Technologies, Ltd./Independent
Director
None None None None

9

Job title Nationality
or place of
registration
Name Gender
Age
Elect
Date
Term
s
Initial
Election
Date
When elected Cu
Number o
rrent
f shares held
Spouse and minor
children currently
hold shares
Spouse and minor
children currently
hold shares
Holding s
name
hares in the
of others
Main experience
(Education)
Current positions in the company and other
companies
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Other executives, directors
or supervisors who are
related to the spouse or
within the second degree
Note
Number
of shares
Shareholdi
ng Ratio
Number of
shares
Shareholdin
g Ratio
Numbe
r of
shares
Shareholdin
g Ratio
Number of
shares
Shareholdin
g Ratio
Job title Name Relation
Independent
Director
Taiwan Zhang,
Naiwen
Male
41~50
2022/5/31
3

2022/5/31

0

0.00

0

0.00

0

0

0

0

Chung Yuan
University/Master of
Accounting,
Tunghai
University/Bachelor of
Business Administration,
Financial Manager of
Changyuan Technology
Industrial Co., Ltd.
Zhang Naiwen Certified
Public Accountants

Think-Do Better CPAS Office
Director of Maiber Co., Ltd.
Independent Director of ENLight
Corporation
None None None None
Independent
Director
Taiwan Feng,
Zhiqing
Male
41~50
2022/5/31
3

2022/5/31

0

0.00

0

0.00

0

0

0

0

National Taiwan
University/Master of
Accounting,
National Chengchi
University/Bachelor of
Accounting,
Associate Director of
Deloitte & Touche Audit
Frim
Certified Public
Accountants of Deloitte
& Touche Audit Frim
Certified Public
Accountants of Yuanshi
Audit Frim
CPA of Yuanshi Audit Frim None None None None
  • B. Supervisor: The company has an audit committee, so it is not applicable.

(2) Directors and supervisors who are legal person shareholder representatives:

Table 1: Major Shareholders of Legal Person Shareholders

May 29, 2025
Legal entity shareholder name
Major shareholders of corporate shareholders
Jieshi Investment Co., Ltd. Liao Wenjia / shareholding ratio 99.66 %

10

  • (3) Disclosure of Directors' Professional Qualifications and Independent Directors' Independence

  • Directors' Professional Qualifications and Independent Directors' Independence Information

Information
Condition Professional qualifications and experience Independence situation Number of Concurrent
with other public
offerings
independent directors
of the company
Liao, Wenjia 1.
Mr. Liao, Wenjia holds a Master's degree in E-
Commerce from Boston University in the United States.
He currently serves concurrently as the Chairman of the
listed company Anderson Group. He possesses extensive
practical experience in business management, leadership
and decision-making, industry knowledge, and company
operations.
2.
He does not fall under any of the circumstances listed in
Article 30 of the Company Act.

1. In compliance with Article 26-3,
Paragraph 2 of the Securities and
Exchange Act: The representative
appointed by the corporate
shareholder of the Company (Jieshi
Investment Co., Ltd.) does not
concurrently serve as a director and
an independent director.
2. Comply with the provisions of
Article 26-3, Paragraphs 3 and 4 of
the Securities and Exchange Act: No
director of the Company or director
and independent director shall have a
spouse or relative relationship within
the second degree of kinship.
3. Please refer to the relevant contents
of Appendix 1 (Particulars of
Directors and Supervisors) (I) on
page 3.




0
Jieshi Investment Co., Ltd
Representative:Yu Shaoyin
1.
Ms. Yu Shaoyin graduated from the Department of
Business Administration at Shih Chien University. She
has served as a supervisor at System Electronics
Corporation and possesses extensive practical
experience in business management, leadership and
decision-making, industry knowledge, financial
accounting, and company operations.
2.
She does not fall under any of the circumstances listed in
Article 30 of the CompanyAct.
0
Zeng, Xueqing 1.
Ms. Zeng, Xueqing graduated from the Department of
Fashion Design at Shih Chien College. She has served as
the corporate representative director of Anderson
Industrial Corp. and as the proprietor of Fountain
International Trading Company. She possesses extensive
practical experience in business management, leadership
and decision-making, industry knowledge, and company
operations.
2.
She does not fall under any of the circumstances listed in
Article 30 of the Company Act.

0
Wu,HsiuPi 1.
Ms. Wu,HsiuPi graduated from the Department of
Business Administration at Shih Chien College. She
currently serves as the Deputy General Manager and
Chief Financial Officer of Parpro Corporation. She
possesses extensive practical experience in business
management, leadership and decision-making, industry
knowledge, financial accounting, and company
operations.
2.
She does not fall under any of the circumstances listed in
Article 30 of the Company Act.
0
Shen, Zhenlin 1.
Mr. Shen, Zhenlin holds a Master's degree in Economics
from National Chung Hsing University. He previously
served as Deputy Director of Finance at Taiwan
Semiconductor Manufacturing Company (TSMC) and as
an Independent Director at Connell Holdings Limited.
He is currently also serving as an Independent Director
of Puzhen Technology Co., Ltd. He possesses extensive
practical experience in business management, leadership
and decision-making, industry knowledge, financial
accounting, legal affairs, and company operations.
2.
He was not elected in accordance with Article 27 of the
Company Act, which prohibits election by the
government, a juristic person, or its representative.
3.
He does not fall under any of the circumstances listed in
Article 30 of the Company Act.

1. The applicant, his/her spouse, or
any of his/her relatives within the
second degree of kinship do not serve
as a director, supervisor, or employee
of the company or any of its affiliated
companies.
2. The number of shares held by the
individual, his/her spouse, relatives
within the second degree of kinship,
or under the name of another person
does not reach 1% or more of the
total issued shares of the Company or
the top ten shareholders.
3. Not serve as a director, supervisor,
or employee of any company with
which the Company has a specific
relationship.
4. The independent director’s
declaration and qualification checklist
have been obtained to confirm their
independence.
5. Please refer to Appendix 1
(Particulars of Directors and
Supervisors) (I) on page 7 for
relevant contents.
1
Zhang, Naiwen 1.
Mr. Zhang, Naiwen holds a Master's degree in
Accounting from Chung Yuan Christian University. He
previously served as Finance Manager at Chang Yuan
Technology Industrial Co., Ltd., and is currently a
practicing CPA at Think-Do Better CPAS and an
Independent Director at ENLight Corporation. He
possesses extensive practical experience in business
management, leadership and decision-making, industry
knowledge, financial accounting, legal affairs, and
company operations.

1

11

Condition Professional qualifications and experience Independence situation Number of Concurrent
with other public
offerings
independent directors
of the company
2.
He was not elected in accordance with Article 27 of the
Company Act, which prohibits election by the
government, a juristic person, or its representative.
3.
He does not fall under any of the circumstances listed in
Article 30 of the Company Act.
Feng, Zhiqing 1.
Mr. Feng, Zhiqing holds a Master's degree in
Accounting from National Taiwan University. He
previously served as an Associate Director at Deloitte
Taiwan and is certified as an Internal Auditor and
Business Valuator. He is currently a practicing CPA at
Yuan Shih CPAs. He possesses extensive practical
experience in business management, leadership and
decision-making, industry knowledge, financial
accounting, legal affairs, and company operations.
2.
He was not elected in accordance with Article 27 of the
Company Act, which prohibits election by the
government, a juristic person, or its representative.
3.
He does not fall under any of the circumstances listed in
Article 30 of the Company Act.
0

2.Board Diversity and Independence

The Company advocates and respects a board diversity policy. To enhance corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company believes that a diversified approach contributes to improving overall corporate performance. The selection of board members is based on the principle of meritocracy, ensuring a diversity of complementary capabilities across different industries. These include fundamental attributes (such as nationality, gender, age, and years of service as an independent director), as well as professional knowledge and skills in areas such as business, law, finance, accounting, or other expertise relevant to the Company's operations.

According to Article 20 of the Company’s “Corporate Governance Best Practice Principles,” board members shall generally possess the knowledge, skills, and competencies necessary to perform their duties. To achieve the goals of effective corporate governance, the Board as a whole shall possess the following core competencies:

  • Operational judgment

  • Accounting and financial analysis

  • Business management

  • Crisis management

  • Industry knowledge

  • Understanding of international markets

  • Leadership

  • Decision-making ability

12

Title
Core of
Diversity
Name
Basic Qualifications Basic Qualifications Basic Qualifications Basic Qualifications Professional knowledge and skills Professional knowledge and skills Professional knowledge and skills Professional knowledge and skills Professional knowledge and skills Professional qualifications and
experience
Professional qualifications and
experience
Professional qualifications and
experience
Nation
-ality
Gender Hold
-ing
Emplo-
yee
Status
Age Service as an
independent
director
40-50 51-60 61-80 71-80 Less than
three
consecutive
terms
More than
three
consecutive
terms
Opera-
tional
judgme
-nt
Accou-
nting
and
financi
-al ana
-lysis
Busin
-ess
mana-
geme-
nt
Crisis
manag-
ement
Industry
Know-
ledge
Understa-
nding of
internatio
-nal
markets
Leader
ship
Decision
making a
bility
University
professors
specializin
in busines-
s, legal aff
-airs, finan
-ce, and
accounting
Financial
and acco
-unting
Professio
-nals
Work exper
-ience requ
-ired in bu
-siness and
corporate
operations
Chairman Liao, Wenjia Taiwan
Male
Directors Jieshi Investment
Co., Ltd
Representative:
Yu Shaoyin

Taiwan

Fe-
male
Directors Zeng, Xueqing Taiwan
Fe-
male
Directors Wu,HsiuPi Taiwan
Fe-
male
Independ-
ent
Directors
Shen, Zhenlin Taiwan
Male
Independ-
ent
Directors
Zhang, Naiwen Taiwan
Male
Independ-
ent
Directors
Feng, Zhiqing Taiwan
Male

Board Diversity Policy and Implementation Status:

Regarding the ninth-term Board of Directors of the Company, which consists of seven directors (including three independent directors), the Board as a whole possesses competencies such as operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international market perspective, leadership, and decision-making abilities, along with the professional qualifications and experience required for the Company’s business. The Company emphasizes the diversity of professional knowledge and skills among Board members. Three directors specialize in finance and accounting, and each director brings professional backgrounds and experience from different industries and positions.

13

The ages of the Board members range from 50 to 73 years old. The average tenure of the independent directors is six years. Two independent directors are expected to enter their second term following the 2025 shareholders’ meeting. All directors are of local nationality, and two directors hold employee status. Female directors account for 43% of the Board. To implement the Board’s gender diversity policy, the Company will strive to maintain a minimum of one-third representation of any gender on the Board.

The Board’s diversity aspects, complementarity, and implementation meet the standards specified in Article 20 of the Corporate Governance Best Practice Principles. Going forward, the Company will appropriately review and update its diversity policy in accordance with the Board’s operations, business nature, and development needs. This includes, but is not limited to, standards concerning basic qualifications and values, as well as professional knowledge and skills, to ensure that Board members generally possess the knowledge, skills, and competencies necessary to perform their duties.

(2) Independence of the Board of Directors:

The Company’s Board of Directors consists of seven members, including three independent directors, accounting for 43% of the Board. The independent directors have continuously met the qualification requirements stipulated by the Financial Supervisory Commission’s Securities and Futures Bureau in the "Regulations Governing the Appointment and Compliance Matters of Independent Directors of Public Companies" for two years prior to their appointment and throughout their tenure.

There are no spousal or second-degree familial relationships among the directors, complying with Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. Neither the directors themselves, their spouses, nor relatives within the second degree serve as directors, supervisors, or employees of the Company or its related enterprises.

None of the three independent directors hold shares in the Company. Neither the independent directors, their spouses, nor their relatives within the second degree (including shares held under others’ names) hold any shares of the Company. Furthermore, none of them have received remuneration from the Company or its related enterprises for providing business, legal, financial, accounting, or other services. Therefore, the Company’s Board maintains its independence.

14

(4) General Manager, Deputy General Managers, Assistant Managers, Heads of Departments and Branches

As of April 2, 2024 As of April 2, 2024 As of April 2, 2024 As of April 2, 2024 As of April 2, 2024
Job title Country of
Citizenship
Name Gender Assigned
Date
Current
Number of shares held
Spouse and minor chil
shar
dren currently hold
es
Holding shares i n the name of others Main experience
(Education)
Current positions in the company and other
companies
Other executives,
directors or
supervisors who are
related to the spouse
or within the second
degree
Note
Number of
shares
Shareholding Ratio Number of shares Shareholding Ratio Number of shares Shareholding Ratio Job
title
Name Relation
General
manager
Taiwan Yan,
Congqian
Male 2023/11/9
80,850

0.07

-

-

-

-

Taipei Yanping Senior
High School
Parpro
Corporation./General
Manager
Anderson Merchandise
Corporation/ General
Manager
Parpro Corporation./
Executive Deputy
General Manager
Asiastar International
Co., Ltd./Associate
Manager
AP Parpro, Inc./Corporate Director
Representative
Parpro(Nevada) Inc./Representative of
corporate director
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro Quality Inc/Legal Person Director
Representative
None None None Note
Overseas
Operate
General
Manager
United
States
Thomas
Sparrvik
Male 2014/1/1
-

-

-

-

-

-

Warwick Business
School MBA
Kontron AG, Munich,
Germany Chief
Operating Officer &
Vice Chairman
Field Works Inc., Eden
Prairie, Minnesota CEO
& President
Laserstans AB,
Malmoe,
Sweden CEO &
President
Betech Components
AB,
Stockholm, Sweden
CEO & President
AP Parpro, Inc./Corporate Director
Representative
Parpro(Nevada) Inc./Representative of
corporate director
Pilot (Las Vegas) Inc./Corporate Director
Representative
Parpro Technologies, Inc. / Legal Person
Director Representative
None None None None
Deputy
General
Manager
and Chief
Financial
Officer
Taiwan Wu, Hsiupi Female 2017/2/10
109,765

0.10

-

-

-

-

Shih Chien College
Director of Materials,
Yulin Technology Co.,
Ltd.
Parpro
Corporation/financial
manager, special
assistant
Anderson Industrial
Corp. /legal person
director representative
Parpro
Corporation/Chief
Financial Officer,
Deputy General
Manager
Parpro Corporation/Chief Financial Officer,
Deputy General Manager
AP Parpro, Inc./Legal Person Director
Representative
Parpro(Nevada) Inc./Representative of
corporate director
Parpro Technologies, Inc. / Legal Person
Director Representative
Parpro System Corporation/Legal Person
Director Representative
Shengde Co., Ltd./Director
Anderson Merchandise Corporation/Director
None None None None
R & D
Department
Manager

United
States
Matthew
Dharm
Male 2017/2/10
-

-

-

-

-

-

Parpro Technologies
Chief Technology
Officer
JumpGen Systems
Senior
Software Engineer and
CTO
Mercury Computer
None None None None None

15

Job title Country of
Citizenship
Name Gender Assigned
Date
Current
Number of shares held
Current
Number of shares held
Spouse and minor chi
shar
ldren currently hold
es
Holding shares i n the name of others Main experience
(Education)
Current positions in the company and other
companies
Other executives,
directors or
supervisors who are
related to the spouse
or within the second
degree
Other executives,
directors or
supervisors who are
related to the spouse
or within the second
degree
Other executives,
directors or
supervisors who are
related to the spouse
or within the second
degree
Note
Number of
shares
Shareholding Ratio Number of shares Shareholding Ratio Number of shares Shareholding Ratio Job
title
Name Relation
Systems
Principal SW Engineer
Momentum Computer
Senior SW Developer
Qualcomm, Inc Senior
Engineer
HarveyMudd College
North
America
CFO
Taiwan Wu
Jianming
Male 2025/1/14
-

-

-

-

-

-

National Taipei
University of
Technology/Department
of Business
Administration
Deloitte & Touche
/Senior Manager
Certified Public
Accountant
Qualification of the
Republic of China
CFO of North America/
Parpro Corporation
Parpro System Corporation / Chief Financial
Officer
Parpro(Nevada) Inc/ Chief Financial Officer
AP Parpro, Inc./ Secretary
Parpro Technologies, Inc. / Chief Financial
Officer
Parpro Quality Inc/Chief Financial Officer
None None None None
Finance
Manager
Taiwan Lee Shen-
Lung
Male 2012/9/17
63,466

0.06

-

-

-

-

Ming Chuan
University/Department
of Accounting
Auditor of the
PricewaterhouseCoopers
Audit firm Accounting
Firm
Assistant Manager of
Underwriting
Department of Taiwan
Stock Exchange
Deputy Manager of
Capital Market
Department of
Polaris
SecuritiesManager of
Finance Department of
Qizheng
Optoelectronics Co.,
Ltd.
Head of Accounting
Department, Youwei
Technology Co.,Ltd.

Hongyi Precision Industry Co.,
Ltd./Independent Director
None None None None

16

2. Remuneration paid to directors, supervisors, general manager and deputy general manager in the most recent year (2024) A. Remuneration of general directors and independent directors

Unit: NT$ thousand

Job title Name Director's remuneration Director's remuneration Director's remuneration Director's remuneration Director's remuneration Director's remuneration A, B, C and
amount of the
the proportion
net profit
D, etc., the total
four items and
of the after-tax
Part-time employ ees receive relevant remu neration A, B, C, D, E, F, and G, etc., the total
amount of the seven items and their
proportions to the after-tax net profit
A, B, C, D, E, F, and G, etc., the total
amount of the seven items and their
proportions to the after-tax net profit
remuneration
from
reinvestment
business
outside the
subsidiary or
parent
company
remuneration (A) retirement pension (B) Directors ' remuneration
(C)
( Note)
business execution
cost (D)
Salary,
bo
special exp
(E)
nus
and
enses, etc.
retirement pen sion (F) E mployee Co
( N
mpensation (G)
ote)
The
company
All
companies
in the
financial
report
The
company

All
compani
es in the
financial
report
The
company
All
compani
es in the
financial
report
The
company
All
companie
s in the
financial
report

The company
All
companie
s in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
compani
es in the
financial
report
Our co mpany All companies in the
financial report
The company All
companies
in the
financial
report
cash
amount
stock
amount
cash
amount
stock
amount
Chairman Liao, Wenjia 1,440 1,440 0 0 17 17 0 0 1,457/96.21% 1,457/96.21% 3,715 3,715 108 108 0 0 0 0 5,280/348.68% 5,280/348.68% 0
Director Zeng, Xueqing 480 480 0 0 17 17 0 0 497/32.82% 497/32.82% 0 0 0 0 0 0 0 0 497/32.82% 497/32.82% 0
Director Jieshi Investment
Co., Ltd
Representative:Yu
Shaoyin
480 480 0 0 17 17 0 0 497/32.82% 497/32.82% 0 0 0 0 0 0 0 0 497/32.82% 497/32.82% 0
Director Wu, Hsiupi (Note1) 280 280 0 0 10 10 0 0 290/19.14% 290/19.14% 2,107 2,107 108 108 0 0 0 0 2,505/165.43% 2,505/165.43% 0
Independent
director
Shen, Zhenlin 840 840 0 0 17 17 0 0 857/56.59% 857/56.59% 0 0 0 0 0 0 0 0 857/56.59% 857/56.59% 0
Independent
director
Zhang, Naiwen 480 480 0 0 17 17 0 0 497/32.82% 497/32.82% 0 0 0 0 0 0 0 0 497/32.82% 497/32.82% 0
Independent
director
Feng, Zhiqing 480 480 0 0 17 17 0 0 497/32.82% 497/32.82% 0 0 0 0 0 0 0 0 497/32.82% 497/32.82% 0
A. Please describe the independent directo
B. In addition to the disclosure in the abov
r's remuneration payment policy, system, standards and structure, and describe the relati
e table, the remuneration received by the directors of the company for providing service
onship with the amount of
s to all companies in the fi
remuneration based
nancial report (such
on the responsibilitie
as serving as consult
s, risks, investme
ants who are not
nt time and oth
employees, etc
er factors: based o
.) in the most rece
n the actual
nt year: 0.
attendance ra te and consid ering the individual contribution of directors .

Note 1: Re-elected on 2024/5/31.

Note 2: Directors’ remuneration and employee remuneration are distributions approved by the board of directors in 2025.

17

Remuneration Grading Schedule

Remuneration Grading Schedule
Payment of remuneration levels for each director of the company Direct or name
Total remuneration for the first four items (A+B+C+D) Total remuneration for the first s even items (A+B+C+D+E+F+G)
The company All companies in the financial report The company All companies in the financial report
Less than NTD$ 1,000,000 Jieshi Investment Co., Ltd., Zeng Xueqing, Wu
Hsiu Pi, Shen Zhenlin, Zhang Naiwen, Feng
Zhiqing
Jieshi Investment Co., Ltd., Zeng Xueqing, Wu
Hsiu Pi, Shen Zhenlin, Zhang Naiwen, Feng
Zhiqing
Jieshi Investment Co., Ltd., Zeng Xueqing, Shen
Zhenlin, Zhang Naiwen, Feng Zhiqing
Jieshi Investment Co., Ltd., Zeng Xueqing, Shen
Zhenlin, Zhang Naiwen, Feng Zhiqing
NTD$ 1,000,000 (inclusive) to NTD$ 2,000,000 (exclusive) Liao,Wenjia Liao,Wenjia
NTD$ 2,000,000 (inclusive) to NTD$ 3,500,000 (exclusive) Wu, Hsiupi Wu, Hsiupi
NTD$ 3,500,000 (inclusive) to NTD$ 5,000,000 (exclusive)
NTD$ 5,000,000 (inclusive) to NTD$ 10,000,000 (exclusive) Liao,Wenjia Liao,Wenjia
NTD$ 10,000,000 (inclusive) to NTD$ 15,000,000 (exclusive)
NTD$ 15,000,000 (inclusive) to NTD$ 30,000,000 (exclusive)
NTD$ 30,000,000 (inclusive) to NTD$ 50,000,000 (exclusive)
NTD$ 50,000,000 (inclusive) to NTD$ 100,000,000 (exclusive)
More than NTD$ 100,000,000
Total 7 people 7 people 7 people 7 people

B. Supervisor's remuneration: The company has an audit committee, so it is not applicable.

18

C. Remuneration for general manager and deputy general manager

Unit: NT$ thousand

Job title Name Salary (A) Salary (A) Pension (B) ( Note 1) Pension (B) ( Note 1) Bonuses a
expenses
nd special
, etc. (C)
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
A, B, C and D, etc.,
four items and the
tax net profit (%)
the total amount of the
proportion of the after-
remunerati
on from
reinvestme
nt business
outside the
subsidiary
or parent
company
The
company
All
companies
in the
financial
report
The
company
All
companies
in the
financial
report
The
company
All
companies in
the financial
report
The co mpany All companies in the
financial report
The company All
companies
in the
financial
report
cash
amount
stock
amount
cash
amount
stock
amount
General manager Yan, Congqian 1,640 1,640 91 91 0 0 0 0 0 0 1,731/114.30% 1,731/114.30% 0
General Manager
of Overseas
Operations
Thomas Sparrvik 0 8,028 0 0 0 0 0 0 0 0 0 8,028/530.14% 0
Deputy General
Manager and Chief
Financial Officer
Wu, Hsiupi 2,107 2,107 108 108 0 0 0 0 0 0 2,215/146.28% 2,215/146.28% 0

Note : Employee remuneration was approved by the 2025 Board of Directors resolution.

Remuneration Grading Schedule

Remuneration GradingSchedule
Pay the Company's General Manager and Deputy General Manager remuneration grades Name of General Manager an d Deputy General Manager
Our company All companies in the financial report
less than NTD$1,000,000 - -
NTD$ 1,000,000 (inclusive) to NTD$ 2,000,000 (exclusive) Yan, Congqian Yan, Congqian
NTD$ 2,000,000 (inclusive) to NTD$ 3,500,000 (exclusive) Wu Hsiu Pi Wu Hsiu Pi
NTD$ 3,500,000 (inclusive) to NTD$ 5,000,000 (exclusive) - -
NTD$ 5,000,000 (inclusive) to NTD$ 10,000,000 (exclusive) Thomas Sparrvik Thomas Sparrvik
NTD$ 10,000,000 (inclusive) to NTD$ 15,000,000 (exclusive) - -
NTD$ 15,000,000 (inclusive) to NTD$ 30,000,000 (exclusive) - -
NTD$ 30,000,000 (inclusive) to NTD$ 50,000,000 (exclusive) - -
NTD$ 50,000,000 (inclusive) to NTD$ 100,000,000 (exclusive) - -
More than NTD$ 100,000,000 - -
Total 3 3

19

D.The name of the manager who distributes employee remuneration and the distribution situation: None.

E.Top five salaries of manager:

Job
title
Name Salary (A) Salary (A) Pension (B) ( Note 1) Pension (B) ( Note 1) Bonuses a
expenses
nd special
, etc. (C)
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
employee remuneration (D)
(Note 2 )
A, B, C and D, etc.,
the total amount of
the four items and the
proportion of the
after-tax net profit
(%)
A, B, C and D, etc.,
the total amount of
the four items and the
proportion of the
after-tax net profit
(%)
remuneration
from
reinvestment
business
outside the
subsidiary or
parent
company
The
compan
y
All
companie
s in the
financial
report
The
compan
y
All
companie
s in the
financial
report
The
compan
y
All
companies
in the
financial
report
The co mpany All companies in
the financial report
The
compan
y
All
companies
in the
financial
report
cash
amoun
t
stock
amoun
t
cash
amoun
t
stock
amoun
t
General
manager
Yan,
Congqia
n
1,640 1,640 91 91 0 0 0 0 0 0 1,731/
114.3%
1,731/
114.3%
0
General
Manager of
Overseas
Operations
Thomas
Sparrvik
0 8,028 0 0 0 0 0 0 0 0 0 8,028/
530.14%
0
Project
manager
Mike
Orozco
0 3,532 0 0 0 0 0 0 0 0 0 3,532/
233.27%
0
Deputy
General
Manager and
Chief
Financial
Officer

Wu Hsiupi
2,107 2,107 108 108 0 0 0 0 0 0 2,215/
146.28%
2,215/
146.28%
0
Finance
Manager
Lee Shen-
Lung
1,407 1,407 72 72 0 0 0 0 0 0 1,479/
97.71%
1,479/
97.71%
0

Note 1: The actual withdrawal is made to the personal account of the Labor Insurance Bureau. Note 2: This is the distribution approved by the board of directors on March 11, 2025.

(6) Analysis and explanation of the proportion of total remuneration paid to the company's directors, supervisors, general managers and deputy general managers in the last two years by the company and all companies in the consolidated statement to the after-tax profit of individual or individual financial reports The policy, standard and combination of payment of remuneration, the procedure of setting remuneration, and the correlation with business performance and future risks.

  1. The total remuneration paid to the company's directors, supervisors, general managers and deputy general managers by the company and all companies with consolidated statements in the last two years to the after-tax profit of individual or individual financial reports :

The company's total remuneration paid to directors in 2023 and 2024 accounted for 14.27% and 701.98% of the after-tax net profit, and the total remuneration paid to the general manager and deputy general manager accounted for 17.54% and 790.72% of the after-tax net profit , The proportion of the total remuneration paid in 2024 to the after-tax net profit of individual financial reports increased, mainly due to the loss of operations and the increase in operating profits in 2024.

The board remuneration of the company is governed by Article 19 of the company's Articles of Incorporation. If the company generates profits in a given fiscal year, up to 5% shall first be allocated as director remuneration. The remuneration is then determined by considering the company's operational performance and the contribution of individual directors to the company's performance, ensuring that it is reasonable. The remuneration policy for the

20

General Manager and Deputy General Manager is based on the salary levels for similar positions in the industry, the responsibilities and scope of the position within the company, and the achievement of personal goals and key results set by the company. The process for determining remuneration follows the company’s salary and labor management policies, performance management policies, annual employee performance assessments, and the board's performance evaluation procedures. In addition to considering the company's overall operational performance, industry risks, and development trends, the individual’s performance achievements are also taken into account. The related performance evaluations and remuneration appropriateness are reviewed and approved by the Compensation Committee and the Board of Directors.

  1. The company's remuneration policy, standard and combination, the procedure for determining remuneration, and its relationship with business performance and future risks:

According to Article 19 of the company's articles of association, the director's remuneration of the company should first allocate no more than 5% of the director's remuneration if the company makes a profit in the year, and consider the company's operating results and its contribution to the company's performance to give a reasonable amount. remuneration. The remuneration payment policy for the general manager and deputy general manager is based on the salary level of the position in the industry market, the scope of power and responsibility of the position in the company, and the achievement of personal goals and key results set by the company. The procedures for determining remuneration are based on the company's salary and labor management methods, performance management methods, annual employee performance appraisals, board performance evaluation methods, etc., in addition to referring to the company's overall operating performance, future business risks and development trends of the industry, We also give reasonable remuneration with reference to the achievement of individual performance. Relevant performance appraisal and remuneration rationality are reviewed by the remuneration committee and the board of directors, and the remuneration system is reviewed at any time depending on the actual operating conditions and relevant laws and regulations, so as to achieve the company's sustainable operation and Balance of risk control.

  1. Operation of corporate governance

  2. (1) The operation of the board of directors: The board of directors held 8 meetings in 2024 (A), and the attendance of directors is as follows:

Job title Name The actual number of
(column) seats (B)
Entrusted to attend
frequency
Actual attendance
rate (%)
(B/A)
Remark
Chairman Liao,Wenjia 4 2 67 -
Director Zeng,Xueqing 5 1 83 -
Director Wu,Hsiupi 3 0 100 2023/11/16
Resigned
2024/5/31 Re-
election
Note: Attendances
required is 3 times

21

Job title Name The actual number of
(column) seats (B)
Entrusted to attend
frequency
Actual attendance
rate (%)
(B/A)
Remark
Legal person
director
Jieshi Investment Co.,
Ltd
Representative:Yu
Shaoyin
6 0 100
Independent
director
Shen Zhenlin 6 0 100
Independent
director
Zhang Naiwen 6 0 100
Independent
director
Feng Zhiqing 6 0 100
Other matters to be recorded:
A.
If any of the following situations occurs in the operation of the board of directors, the date, period, content of the proposal, opinions
of all independent directors, and the company's handling of the opinions of independent directors shall be stated:
a.
Matters listed in Article 14-3 of the Securities Exchange Act: Please refer to pages 42-43 of the annual report .
b. Except for the above-mentioned matters, other resolutions of the board of directors that have been opposed or reserved by
independent directors and have records or written statements: None.
B.
When a director withdraws from an interest-related proposal, the director's name, content of the proposal, reason for recusal and
participation in the event should be stated: None
C.
Listed OTC companies should disclose information such as the evaluation cycle and period, evaluation scope, method, and evaluation
content of the board of directors' self (or peer) evaluation: Please refer to Attachment 1 for details.
D.
The current and most recent year’s goal of strengthening the functions of the board of directors (such as the establishment of an audit
committee, the improvement of information transparency, etc. ) and the evaluation of its implementation:
Introduce independent directors to set up an audit committee and a remuneration committee to supervise the decision-making content
of the board of directors. In addition, the board of directors shall be held at least quarterly and relevant information shall be disclosed
to the investing public in accordance with the provisions of laws and regulations .
E.
Attendance of independent directors at each board meeting: Please refer to Attachment 2 for details.

22

Attached Table 1: Implementation of Board Evaluation

Evaluate
cycle
Evaluation period Assessment scope Evaluation
method
Assessment content
Once a
year
2024/1/1
to
2024/12/31
Board and Member
Performance Evaluation
Internal self-
assessment of the
board of directors
Conduct self-evaluation on the degree
of participation in the company's
operations, the quality of the board's
decision-making, the composition and
structure of the board of directors, the
selection and appointment of directors,
continuous education, and internal
control .

Schedule 2: Attendance of independent directors at each board meeting in 2024:

◎: Attended in person ☆ : Attended by proxy : Did not attend

◎: Attended in p erson☆: A ttended by p roxy: Di d not attend
Name 1st 2nd 3rd 4th 5th 6th 7th 8th
Shen Zhenlin
Zhang Naiwen
Feng Zhiqing
  • (2) Operation of the Audit Committee: The Audit Committee held 6 meetings in 2024 (A), and the attendance of independent directors is as follows:
Job title Name Actual number
of attendance
(B)
Entrusted
Attendance
Actual attendance rate
(%) (B/A)(Note)
Remark
Independent
Director
(convener)
Shen,
Xiaoling
5 0 100
Independent
director
Zhang
Naiwen
5 0 100
Independent
director
Feng
Zhiqing
5 0 100
Other matters to be recorded:
A. In case of any of the following situations in the operation of the audit committee, the audit committee meeting date,
period, content of proposals, independent directors’ objections, reservations, or content of major proposals, audit
committee resolution results, and the company’s response to the audit committee shall be stated. Handling of
opinions.
a. Matters listed in Article 14-5 of the Securities and Exchange Act: Attachment 1 .
b. Except for the above-mentioned matters, other resolution matters that have not been approved by the audit
committee and approved by more than two-thirds of all directors: None.
B. Execution of independent directors’ recusal of interest-related proposals. The independent director’s name, content
of the proposal, reasons for recusal of interests, and participation in voting shall be stated : None.
C. Communications between independent directors and internal audit supervisors and accountants (should include major
events, methods and results of communication on the company's financial and business conditions) :
a.
The company's internal audit supervisor submits the audit report to the independent directors every month, and
regularly conducts two-way exchange of opinions and communication with the independent directors and
accountants at the quarterly corporate governance meeting. Overall, the communication between the
independent directors and the internal audit supervisor in 2024 should be sufficient .
b.
The company invites certified accountants to report on quarterly financial statement audit or audit results,
internal control implementation, relevant legal requirements or updates, etc. in the quarterly corporate
governance meeting for two-way exchange of opinions and communication. Overall, in 2024 the status of
communication between independent directors and certified accountants should be sufficient .
c.
Independent directors, internal audit supervisors and accountants also communicate directly by email,
telephone or face to face as needed.
d.
The communications between the company's independent directors, internal audit supervisors and accountants
have been disclosed in the corporategovernance section of the company's website.

23

Schedule I Schedule I Schedule I Schedule I
The Audit
Committee
Proposal content and follow-up processing Matters
listed in
Article 14-5
of the
Securities
and
Exchange
Act
Resolutions that
have not been
approved by the
Audit Committee
but have been
agreed by more
than two-thirds of
all directors
1. Operational situation in 2024
1st
(2024/3/13)
1. 2023 Annual Business Report and Consolidated
financialstatements
V All the members
present agreed to
pass it and
submitted it to the
board of directors
for approval.
2. 2024 Annual auditors’ independence and
performance evaluation review case
V
3. 2023Annual "InternalControlStatement"case V
4. PARPRO TECHNOLOGIES loan to AP PARPRO
case

V
5. The CompanyloantoAP PARPRO case V
6. Convertible corporate bonds for new shares
7. Revised some of the provisions of the internal
major information handling procedures
V
8. Year 2023ProfitDistributionCase
2nd
(2024/5/9)
1.
Consolidated financial statements for the first
quarter of 2024
V All the members
present agreed to
pass it and
submitted it to the
board of directors
forapproval.
3rd
(2024/8/13)
1.
Consolidated financial statements for the first
halfof 2024
V All the members
present agreed to
pass it and
submitted it to the
board of directors
forapproval
2.
PARPRO TECHNOLOGIES capital loan to AP
PARPRO case
V
4th
(2024/11/12)
1.
Consolidated financial statements for the third
quarter of 2024
All the members
present agreed to
pass it and
submitted it to the
2. The company’s audit plan for the 2025 V
3.
PARPRO NEVADA capital loan to AP PARPRO
case

V
4.
PARPRO TECHNOLOGIES capital loan to
PARPRO NEVADA case
V board of directors
for approval

24

5.
Established the company's "Sustainable
Information Management Operation"
6.
Parpro system Capital Reduction and Capital
Increase Case
V
7.
Parpro system amends some articles of the
company's articles of association
V
5th
(2024/12/13)
1. 2025 Budget All the members
present agreed to
pass it and
submitted it to the
board of directors
for approval
2. Review the financial report
The board of directors prepared the company's 2024 annual business report, financial
statements, and profit distribution proposals, among which the financial statements were audited
by Deloitte & Touche Audit Firm, and an audit report was issued. The above-mentioned business
report, financial statement and profit distribution case have been checked by the audit committee
on March 11, 2025 , and there is no discrepancy .
3.Evaluate the effectiveness of the internal control system
The audit committee evaluates the effectiveness of the policies and procedures of the
company's internal control system (including control environment, risk assessment, control
operations, information and communication, and supervision operations), and reviews the
periodic reports of the company's audit department. The audit committee believes that the
company's risk management and internal control systems are effective, and the company has
adopted the necessary control mechanisms to monitor and correct violations.
  • (3) The operation of corporate governance and the differences between it and the Code of Practice

for Corporate Governance of listed companies and the reasons:

evaluation items Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no Summary description
A. Does the company formulate and
disclose
the
code
of
corporate
governance practice in accordance with
the Code of Practice for Corporate
Governance
of
Listed
OTC
Companies?
V The
company
has
approved
the
"Corporate
Governance Code" by the board of directors in 2014,
and currently implements and operates in accordance
with relevant regulations.
no major difference
B.
Company Shareholding Structure and
Shareholders' Equity
(a) Does the company formulate internal
operating procedures to deal with
shareholders'
suggestions,
doubts,
disputes and litigation matters, and
implement them accordingto the
V The company has formulated the "Corporate
Governance Code", and according to the regulations,
the spokesperson is responsible for handling
shareholders' suggestions or disputes.
no major difference

25

evaluation items Operation status(Note) Operation status(Note) Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no Summary description
(b) Does the company have a list of the
major
shareholders
who
actually
control the company and the ultimate
controllers of the major shareholders?
(c) Does the company establish and
implement risk control and firewall
mechanisms with related companies?
(d) Does the company have internal
regulations
to
prohibit
company
insiders
from
using
unpublished
information in the market to buy and
sell securities?
V
V
V
The company obtains the list of shareholders with a
shareholding ratio of more than 5% or the top ten
shareholders through a stock affairs agency.
The company has established the "Supervision and
Management
Procedures
for
Subsidiaries,"
"Operating Procedures for Transactions with Group
Enterprises, Specific Companies, and Related
Parties," and the "Corporate Governance Code."
These are carried out in accordance with the
company's internal control system, ensuring the
effective implementation of risk management
mechanisms and firewall mechanisms for related-
party transactions and affiliated companies.
The company has formulated the "Internal Material
Information Handling Procedures" and the "Ethical
Code of Conduct", which clearly stipulate that
company personnel must not use the company's
internal information for improperprofit.
no major difference
no major difference
no major difference
C.
Composition and Responsibilities of
the Board of Directors
Article 3 of the "Director Election Guidelines"
regulates the diversity policy for the Board of
Directors: The composition of the Board should
emphasize gender equality and generally include
members who possess the necessary knowledge,
skills, and competencies to perform their duties. To
achieve the ideal goal of corporate governance, the
overall capabilities of the Board should include:
operational judgment, accounting and financial
analysis, management skills, crisis management,
industry knowledge, international market perspective,
leadership, and decision-making ability.
Specific management objectives and achievements of
the diversity policy:
Objective A: Directors of the company should possess
relevant professional skills and experience in
management, leadership decision-making, industry
knowledge,
financial
accounting,
law,
and
environmental protection.
Achievement: Achieved. The diversity of the Board is
detailed in Appendix 1.
Objective B: At least one-third of the Board members
should be female.
Achievement: This term, there are three female
directors, accountingfor 43%, meetingthe target.
no major difference
(a) Does the board of directors formulate
diversity policies, specific management
objectives and implement them?
V

26

evaluation items Operation status(Note) Operation status(Note) Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no Summary description
(b) Has the company voluntarily set up
various other functional committees
besides the remuneration committee
and the audit committee in accordance
with the law?
(c) Has the company formulated the
performance evaluation method and
evaluation method of the board of
directors,
conducts
performance
evaluation every year and regularly, and
submits the results of the performance
evaluation to the board of directors, and
uses it as a reference for the salary and
remuneration of individual directors
and nomination for renewal?













V
V The company currently only has a salary and
compensation committee and an audit committee, and
there is no need to add other functional committees.
The company approved the "Board of Directors
Performance Evaluation Guidelines" on June 20,
2013, at a Board meeting. In accordance with the
guidelines, performance evaluations are conducted
annually. The most recent evaluation was reported to
the Board on March 11, 2025. In areas such as board
efficiency, internal relations, management and
communication, and member composition and
capabilities, the self-assessment scores of the
directors were between satisfactory and very
satisfactory.
The company's Audit Committee evaluates the
independence and qualifications of its auditors
annually. In addition to requiring the auditors to
provide an "Independence Declaration" and "Audit
Quality Indicators (AQIs)," the committee also refers
to Article 47 of the Certified Public Accountant Act
and the "Code of Professional Ethics No. 10:
Integrity,
Impartiality,
Objectivity,
and
Independence" from the National Association of
Certified Public Accountants, as well as 13 AQI
indicators for assessment. It was confirmed that, aside
from audit and tax-related fees, there are no other
financial interests or business relationships between
the auditors and the company. Additionally, the
auditors’
family
members
do
not
violate
independence
requirements.
Based
on
AQI
information, it was confirmed that both the auditors
and the firm exceed the industry average in five key
areas: professional competence, quality control,
independence,
supervision,
and
innovation
capabilities. The most recent evaluation results were
approved by the Audit Committee and Board of
Directors on March 11, 2025, and are detailed in
Appendix 2.
no major difference
no major difference
(d)
Does the company regularly assess
the independence of CPA?
V The company's audit committee evaluates the
independence and competency of its certified
accountants every year. In addition to requiring the
certified accountants to provide "Declaration of
Detachment of Independence" and "Audit Quality
Indicators (AQIs)", it also considers Article 47 of
the Accountants Act and the professional ethics of
accountants. Standard Bulletin No. 10 was
formulated and a total of 13 AQI indicators from
five major aspects were evaluated. It is confirmed
that the accountant has no other financial interests
or business relationships with the company except
for fees for visas and financial and tax cases. The
accountant's familymembers do not violate the
no major difference

27

evaluation items Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no Summary description
independence requirements. With reference to the
AQI indicator information, it is confirmed that the
accountant and the firm are in the process of
checking
professionalism,
quality
control,
independence,
supervision
and
innovation
capabilities are all better than the average level of
the industry. The evaluation results of the most
recent year have been approved by the audit
committee and the board of directors on March 11,
2024, as detailed in Appendix 2.
D. Whether the listed OTC company has a
qualified and appropriate number of
corporate governance personnel, and
designates
a
corporate
governance
supervisor
to
be
responsible
for
corporate governance -related affairs
(including but not limited to providing
directors
and
supervisors
with
information
needed
to
perform
business,
assisting
directors,
supervising to follow the laws and
regulations , handle matters related to
the meetings of the board of directors
and
shareholders'
meetings,
make
minutes of the board of directors and
shareholders' meetings, etc.)?
V The company has a corporate governance team under
the general manager's office. On August 13, 2019, the
board of directors approved the appointment of
Wu,Hsiupi, deputy general manager, as the corporate
governance supervisor. Such as management work
experience, 2024 annual training situation is detailed
in Table 3. The duties of the corporate governance
team are to provide directors and independent
directors with the information they need to carry out
their business, assist directors and independent
directors to comply with laws and regulations, and
handle matters related to the board of directors and
shareholders' meetings according to the law.
no major difference
E.
Whether the company has established a
communication
channel
with
stakeholders (including but not limited
to shareholders, employees, customers,
suppliers, etc.), set up a special area for
stakeholders on the company website,
and properly responded to important
corporate social responsibility issues
that stakeholders are concerned about ?
V The company has established a stakeholder section on
its website, providing smooth communication
channels for stakeholders such as shareholders,
employees, customers, suppliers, banks, and other
creditors. Stakeholders can also learn about the
company's
operations
through
the
designated
spokesperson.
no major difference
F.
Does
the
company
appoint
a
professional stock affairs agency to
handle the affairs of the shareholders
meeting?
V The company appointed KGI Securities Co., Ltd.
Stock Affairs Agency Department to handle matters
related to the shareholders' meeting.
no major difference
G. Information Disclosure
(a) Does the company set up a website to
disclose
financial
business
and
corporate governance information?
V The company has set up a company website and
disclosed relevant information at the public
information observation station in accordance with
regulations.
no major difference
(b) Does the company adopt other methods
of information disclosure (such as
setting
up
an
English
website,
appointing a special person to be
responsible for the collection and
disclosure of company information,
implementing
the
spokesperson
system, placing the company website
during the legal person briefing session,
etc.)?
V The company designates a special person to be
responsible for the collection and disclosure of
company
information,
and
implements
the
spokesperson system.
no major difference

28

evaluation items Operation status(Note) Operation status(Note) Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no Summary description
(c) Whether the company announces and
declares the annual financial report
within two months after the end of the
fiscal year, and announces and declares
the first, second and third quarter
financial reports and the operating
conditions of each month before the
prescribed deadline






V In discussion. no major difference
H. Does the company have other important
information
that
is
helpful
to
understand the operation of corporate
governance (including but not limited
to employee rights, employee care,
investor relations, supplier relations,
rights of interested parties, training of
directors
and
supervisors,
risk
management The implementation of
policies
and
risk
measurement
standards,
the
implementation
of
customer
policies,
the
company’s
purchase of liability insurance for
directors and supervisors, etc.)?













V
1. Employees' rights and interests: In addition to
handling employees' rights and interests in
accordance with the Labor Standards Act and
related laws and regulations, the company has
established an employee welfare committee to
allocate employee welfare funds and employee
retirement funds according to law, and organize
various employee welfare activities to connect
employees.
2. Employee care: The company regularly organizes
employee tours and subsidies, and protects the
legitimate rights and interests of employees in
accordance with the Labor Standards Act and other
relevant laws and regulations. The website reveals
various management methods, clearly stipulates
the rights and obligations of employees and
welfare items, and regularly reviews the content of
benefits to protect the rights and interests of
employees.
3. Investor
relations:
The
company
discloses
information in the public information observatory
according to the laws and regulations to protect the
rights and interests of investors, and the investor's
mailbox and spokesperson contact information are
listed on the company's website to maintain a
healthy and harmonious relationship between the
company and shareholders.
4. Supplier relationship: The company attaches great
importance to the rationality of purchase prices and
the premise of cooperating with suppliers in the
spirit of life community, mutual trust and
reciprocity, and safeguards the due rights and
interests of both parties. The transaction conditions
are determined after mutual communication and
coordination between the two parties.
5. Rights of interested parties: The company's
website
(http://www.parpro.com.tw)
has
an
"Investor Zone", which discloses the company's
financial and business-related information, and
links to public information observation stations for
interested parties refer to. In addition, the
company's stock affairs agency, KGI Securities
(Shares)
Co.,
Ltd.
Stock Affairs Agency
Department, also assists in handling relevant issues
and
suggestions
from
shareholders
and
stakeholders of the company. If legal issues are
involved,professional lawyers or legalpersonnel
no major difference

29

evaluation items Operation status(Note) Operation status(Note) Operation status(Note) Differences from the
Governance Code of
Practice
for
Listed
OTC Companies and
Reasons
yes no Summary description
will be appointed Processing to protect the rights
and interests of interested parties.
6. The situation of directors' further education: please
refer to the attached table 4.
7. Implementation of risk management policies and
risk measurement standards: Please refer to page
77-78 of this annual report .
8. Implementation
of
customer
policies:
The
company and customers have designated special
personnel to make regular contact, keep abreast of
customer dynamics, and ensure the best interests of
both parties through good communication and
interaction.
9. Circumstances in which the company purchases
liability insurance for directors: The company has
purchased directors' liability insurance.
9. Please explain the improvement of the corporate governance evaluation results released by the Corporate Governance Center of
Taiwan Stock Exchange Corporation in the most recent year, and propose priority strengthening matters and measures for those
that have not been improved. (Companies not included in the evaluation do not need to fill in)
The promotion items are as follows:
1. The minutes of the shareholders' annual meeting record important content of shareholder questions and company responses.
2. The annual financial report, disclosed in English, is uploaded at least 16 days prior to the shareholders' annual meeting.
3.The Board of Directors regularly evaluates the independence and qualifications of the auditors, referencing Audit Quality Indicators
(AQIs).
4.Disclosure of employee welfare measures, retirement system, and their implementation.
5.Disclosure of total water consumption and waste generation over the past two years.
6.Formulation of a greenhouse gas reduction management policy.
Priorities and measures for improvement that have not yet been improved:
1. Hold two investor presentations annually.
2. Prepare a "Sustainability Report."
3.Disclose the total water consumption and waste weight for the past two years.

Attached Table 1: Diversity of the Board of Directors

Diversified core projects
Director name

Ggender
Management Leadership
decision
Industry
knowledge
Financial
Accounting
law
Liao Wenjia Male V V V
ZengXueqing Female V V V
Wu Hsiu Pi Female V V V V
Jieshi Investment Co., Ltd.
Representative: Yu
Shaoyin

Female
V V V V
Shen Zhenlin Male V V V V V
ZhangNaiwen Male V V V V V
FengZhiqing Male V V V V V

Schedule 2: Evaluation CPA for Independence

Schedule 2: Evaluation CPA for Independence
Evaluation items Evaluation result Whether it meets
independence
1. As of the latest visa operation, there has been no change in seven years. yes yes

30

Evaluation items Evaluation result
Whether it meets
independence
2. There is no significant financial interest relationship with the client. yes yes
3. Avoid any inappropriate relationship with the client. yes yes
4. Accountants should ensure the honesty, impartiality and independence of their
assistants.
yes yes
5. The financial statements of the service organization within the two years prior
to thepractice shall not be checked for visas.
yes yes
6. The name of the accountant shall not be used by others. yes yes
7. Does not hold shares in the company or affiliated companies. yes yes
8. Has not had any money loans with the company or affiliated companies. yes yes
9. Has no joint investment or interest-sharing relationship with the company or
affiliated companies.
yes yes
10. Does not concurrently hold the regular work of the company or affiliated
enterprises,and receives a fixed salary.
yes yes
11. Does not involve the management functions of the company or affiliated
companies to make decisions.
yes yes
12. Failure to concurrently operate other businesses that may lose their
independence.
yes yes
13. Has no relationship with the company's management personnel as a spouse, a
direct blood relative, a direct blood relative, or a collateral blood relative
within the second degree.
yes yes
14. No commissions related to business are charged. yes yes
15. As of now, there has been no punishment or damage to the principle of
independence.
yes yes

Implementation of Advanced Training for Corporate Governance Supervisors in 2024.

Study date organizer Course Title Study
hours
2024/10/29 Taiwan Corporate
Governance
Association
What are investors thinking
about? Talking about
corporate sustainable
transformation from the
perspective of ESG
investment and financing
3
2024/10/29 Taiwan Corporate
Governance
Association
The information security
governance strategies of
listed companies from the
perspective of ESG
corporate sustainable
development
3

Attachment 4: Important information items that are helpful in understanding corporate governance

operations

operations
Helps to understand corporate
Detailed description of the implemented situation or planned
governance operations
Important information items

situation
1. Employee Rights and Interests
(1) Provide adequate education and
training for employees
All employees of our company must receive pre-employment
training when they arrive on the job. Specialty training and
safety and health education will be provided during their
tenure. For those who require special expertise in the
business, personnel will be dispatched to receive training

31

Helps to understand corporate
Detailed description of the implemented situation or planned
governance operations
Important information items

situation
depending on the situation .
(2) Provide employees with the right
to fully respond to their opinions
The company holds regular labor-management meetings,
where the heads of each department listen to the opinions of
the employees, and set up a suggestion box for employees to
fully respond to their opinions.
(3) Others (such as occupational
safety and health management
system certified by ISO 45001 or
related organizations, providing
employees with reasonable benefits
and remuneration, etc.)
The company conducts safety and health education, disaster
prevention training and health examinations that are necessary
for employees to perform their work. In addition to reasonable
salaries, the company's employees are also awarded year-end
bonuses based on operational performance and remuneration
is paid to employees in accordance with the company's articles
of association. In addition, the company has set up an
employee welfare committee to handle employee welfare
business to provide employees with reasonable benefits and
remuneration.
2. Employee care
(1) Ensure the safety of the working
environment
Employee safety and fire protection business inspections in
accordance with the labor safety and health laws and fire
regulations , and then reports them to the competent
authorities. It also conducts labor safety education from time
to time.
( 2 ) Others (such as paying attention
to the physical and mental
development of workers and family
life, etc.)
The company attaches great importance to the physical and
mental development and family life of its employees. In the
event of weddings or funerals, supervisors will personally go
to celebrate or pay tribute. If there is an accident, they will
provide condolences and assistance. In addition, the company
and the employee welfare committee organize travel and
parent-child activities to prevent overwork. Family members
are encouraged to participate.
3.Investor relations
(1) Improve operational transparency The company handles matters in accordance with the list of
business matters to be handled by issuers of listed securities
and the information disclosure regulations of the Taiwan
Stock Exchange Co., Ltd. on verification and disclosure
procedures for material information of listed companies, and
provides various information to investors in a timely manner. .
In the event of a major incident, a press conference must be
held immediately to make a public statement.
(2) Pay attention to corporate
governance
The company has three independent directors, and the three
independent directors serve as members of the audit
committee and the remuneration committee. Important
proposals must be resolved by the functional committee and
the board of directors before they can be implemented.
Directors are required to take a 6-hour course every year. The
company formulates and implements various internal control
and internal audit systems. The company follows the
provisions of the "Code of Practice for the Governance of
Listed Overseas Companies", strengthens the responsibilities
of directors, protects the rights and interests of shareholders,

32

Helps to understand corporate
Detailed description of the implemented situation or planned
governance operations
Important information items

situation
and designates corporate governance personnel and
supervisors.
(3)Others The company has spokespersons and agent spokespersons,
which serve as channels for the company to communicate
with investors and stakeholders.
4.Supplier relations
(1) Pay attention to the rationality of
the purchase price
In line with the spirit of cooperation and the premise of
mutual trust and reciprocity in a community of life, the due
rights and interests of both parties are safeguarded, and
transaction conditions are determined through communication
and coordination between both parties.
(2)Others Maintain close contact with suppliers, affirm their support and
look forward to closer cooperation to achieve great results.
5. Rights and interests of interested
parties
(1) Respect intellectual property
rights
Our company's computer software is used with legal
authorization.
(2) Pay attention to the relationship
with customers (such as protecting
consumer rights and interests, paying
attention to product quality, safety
and innovation, paying attention to
and handling customer complaints
immediately, providing complete
product information, etc.)
Before sales, the company's products are tested for various
functions according to the requirements of individual
customers to ensure that they meet customer quality
requirements. The company continuously invests in research
and development, striving to improve product safety and
energy saving, and handles customer complaints in the
internal control system. Standardize the processing and after-
sales service, understand and solve the problems raised by
customers in the fastest way, and pay attention to the rights
and interests of consumers. We also comply with contracts
with customers, including relevant confidentiality agreements
and integrity clauses.
Depending on the situation, the company instructs specialized
units to communicate with customers, and has contact
information for business departments on the company's
website.
(3) Comply with laws and
regulations
The company assigns dedicated personnel to pay attention to
relevant information such as law amendments and
interpretations at all times. Information on law amendments
related to labor and finance must be collected, publicized and
conducted by relevant departments for education and training.
(4) Others (such as disclosing the
implementation status of social
responsibility policies on the
companywebsite,etc.)
The company has formulated a code of practice for
sustainable development and has disclosed the implementation
of the sustainable development policy on the company's
website.

33

Attachment 5: 2024 directors' training status

Job title Name Study date Organizer Course Title Training
hours
Chairman Liao Wenjia 2024/10/29 Taiwan
Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective
of ESG investment and financing
3
The information security governance
strategies of listed companies from
the perspective of ESG corporate
sustainable development
3
Director Zeng
Xueqing
2024/10/29 Taiwan
Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective
of ESG investment and financing
3
The information security governance
strategies of listed companies from
the perspective of ESG corporate
sustainable development
3
Legal Person
Director
Jieshi
Investment Co.,
Ltd.
Representative:
Yu Shaoyin


2024/10/29
Taiwan
Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective
of ESG investment and financing
3
The information security governance
strategies of listed companies from
the perspective of ESG corporate
sustainable development
3
Independent
Director

Shen Zhenlin
2024/10/29 Taiwan
Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective
of ESG investment and financing
3
The information security governance
strategies of listed companies from
the perspective of ESG corporate
sustainable development
3
Independent
Director
Zhang
Naiwen
2024/10/29 Taiwan
Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective
of ESG investment and financing
3
The information security governance
strategies of listed companies from
the perspective of ESG corporate
sustainable development
3
Independent
Director
Feng Zhiqing 2024/10/29 Taiwan
Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective
of ESG investment and financing
3
The information security governance
strategies of listed companies from
the perspective of ESG corporate
sustainable development
3

34

  • (4) If the company has established a remuneration committee or a nomination committee , it shall

disclose its composition, professional qualifications and experience, independence,

responsibilities, operating conditions, and other recorded items :

Up to now, the company has not set up a nomination committee, and the information about the remuneration committee is detailed in the follow-up instructions:

1. Information on members of the Remuneration Committee

Separate Condition
Name

Professional qualifications and experience
Independence situation The number of
members
of
the
remuneration
committee of
other publicly
issued
companies
Independent
director
(convener)
Zhang Naiwen Master of Accounting, Chung Yuan University
Bachelor of Business Administration, Tunghai
University
Financial Manager of Changyuan Technology
Industrial Co., Ltd.
Think-Do Better CPAS Office
Director of Maiber Co., Ltd.
Independent Director of ENLight Corporation
Please also refer to the relevant content under the
information of directors on page 4
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
1
Independent
director
Shen Zhenlin Master of Economics, National Chung Hsing
University
Motech Co., Ltd. / Chief Financial Officer
Sincere Information (Shares) Company/Chief
Financial Officer and Senior Deputy General Manager
Taiwan Semiconductor Manufacturing Co.,
Ltd./Deputy Director of Finance
Parade Technologies, Ltd/ Independent Director
Spectrum Technology Co., Ltd./Independent Director
Also refer to page 4 for Directors'Information
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
1
Independent
director
Feng Zhiqing Master of Accounting, National Taiwan University
Bachelor of Accountancy, National Chengchi
University
Qualified internal auditor
Qualified as an enterprise appraiser
Associate Director of Deloitte & Touche United
Accounting Firm
Certified public accountant of Zhongqin United
Certified Public Accountants
Certified Public Accountant of Yuanshi Certified
Public Accountants
Please also refer to the relevant content under the
information of directors on page 4
Independent directors have
obtained independent director
declarations and qualification
checklists to confirm their
independence.
0

35

  1. Information on the operation of the Salary and Remuneration Committee

  2. (1) The company's salary and compensation committee has 3 members.

  3. (2) The term of office of the current committee members: from May 31 , 2022 to May 30 , 2025, the Salary and Remuneration Committee met four times in 2024 (A). The qualifications and attendance of the members are as follows:

Job title Name Actual
attendance
Times (B)
Entrusted
Attendance
Actual attendance rate
(%)
(B/A)
Remark
Convener Zhang
Naiwen
2 0 100 -
Member Shen
Zhenlin
2 0 100 -
Member Feng
Zhiqing
2 0 100 -
Other matters to be recorded:
1. If the board of directors does not adopt or revise the suggestion of the salary and compensation
committee, it shall state the date, period, content of the proposal, the result of the resolution
of the board of directors, and the company's handling of the opinions of the salary and
compensation committee (such as the salary approved by the board of directors is better than
that of the salary and compensation committee). Suggestions should describe the differences
and reasons): None. (The operation of the Remuneration Committee in 2024 is detailed in
Table 1).
2. For the resolutions of the salary and compensation committee, if members have objections or
reservations and there are records or written statements, the date, period, content of the
proposal, all members’ opinions and the handling of members’ opinions should be stated:
None.

Attached Table 1: Operation of the Remuneration Committee in 2024.

Salary
committee
Fourth session
1st
2024/1/25
Fourth session
2nd
2024/3/13
Proposal content and resolution results
A. Year-end bonus case for managers of Parpro Corporation
Groupin 2023
Resolution result:
The chairman consulted with all the attending members,
and unanimously passed the resolution of handing over to
the board of directors .
The company's handling of the opinions of the
remuneration committee :
All directorspresent agreed topass.
A. 2023 Annual employee remuneration and distribution of
remuneration for directors and supervisors
B. 2023 annual self- evaluation of directors

36

Salary Proposal content and resolution results committee Resolution result: The chairman consulted with all the attending members, and unanimously passed the resolution of handing over to the board of directors . The company's handling of the opinions of the remuneration committee : All directors present agreed to pass.

(5) The implementation of sustainable development and the differences and reasons for the

implementation of sustainable development and the code of practice for listed OTC companies :

promote the project Execution situation Differences and
Reasons
for
Differences from
the
Code
of
Practice
for
Sustainable
Development of
Listed
OTC
Companies
yes no summary description
1. Has the company
established
a
governance
structure
to
promote
sustainable development, has set up a full-
time
(part-time)
unit
to
promote
sustainable development , and has the
board of directors authorize the senior
management to handle it, and the situation
of the board of directors ' supervision ?
V The company has established a Sustainable Strategy
Development Team responsible for implementing
the company’s sustainability goals and enhancing
sustainability governance. The Chief Sustainability
Officer (CSO) serves as the convener and is
responsible for the following sustainability-related
tasks:
Formulating, promoting, and strengthening the
company's sustainability policies, annual plans, and
strategies.
Reviewing,
tracking,
and
revising
the
implementation and effectiveness of sustainability
efforts.
Supervising sustainability information disclosure
and reviewing the Sustainability Report.
Overseeing the execution of the company’s
sustainability
development
code
and
other
sustainability-related tasks approved by the Board of
Directors. The performance of these tasks for the
year 2024 was reported to the Board on May 13,
2025 (Appendix 1).
The CSO is responsible for implementing various
projects,
with
task
forces
including
the
"Environmental Group," "Social Group," and
"Governance and Disclosure Group." These cross-
departmental teams carry out various tasks, compile
execution plans, or manage other sustainability-
related affairs. The teams report the execution status
of sustainability efforts to the Sustainable Strategy
Development Team and the Board of Directors. The
Board listens to relevant reports (including ESG
reports), directs the management team to propose
corporate strategies, assesses the likelihood of
success,and regularlyevaluates theprogress of these
No major
differences.

37

promote the project Execution situation Execution situation Execution situation Differences and
Reasons
for
Differences from
the
Code
of
Practice
for
Sustainable
Development of
Listed
OTC
Companies
yes no summary description
strategies and makes adjustments as necessary.
2. Does the company
conduct
risk
assessments on environmental, social and
corporate governance issues related to the
company's operations in accordance with
the principle of materiality, and formulate
relevant risk management policies or
strategies?
V Based on the materiality principle of sustainable
development , the company conducts relevant risk
assessments on important issues, and formulates
relevant risk management policies or strategies
based on the assessed risks, as detailed in Table 2.
No major
differences.
3. Environmental Issues
() Has the company established a suitable
environmental
management
system
according
to
its
industrial
characteristics?
() Is the company committed to improving
energy efficiency and using recycled
materials with low impact on the
environment?
() Does the company assess the current
and
future
potential
risks
and
opportunities of climate change, and
take relevant countermeasures?
() Has the company made statistics on
greenhouse gas emissions, water
consumption and total waste weight in
the past two years, and formulated
policies for greenhouse gas reduction,
water reduction or other waste
management?
V
V
V
V
The company has established the ISO-14001
environmental management system according to
the characteristics of its industry.
The company's products are dedicated to the design
of energy saving and carbon reduction, and strive to
reduce the generation of waste products and
improve the recycling rate of waste products.
The company has conducted discussions on the
potential risks and opportunities of climate change
to the company and has taken corresponding
measures, which are disclosed on the company's
website.
The company has set targets to reduce greenhouse
gas emissions, water usage, and waste by 1–2%
compared to the previous year. A self-assessment of
carbon dioxide emissions over the past two years
shows that in 2024, emissions were approximately
16.17 metric tons, representing a 5.6% reduction
compared to 2023, thus achieving the set target.
Water usage in 2024 was 19.7 metric tons, a 23%
reduction compared to 2023, also meeting the target.
As Taiwan serves as the Group's operational
management center and is primarily an office area,
no waste was generated.
In addition, the company has taken into account the
environmental
impact
of
all
manufacturing
processes based on the nature of its industry and has
developed corresponding response strategies. The
"Environmental
Protection
and
Management
Procedures" set out specific reduction strategies for
greenhouse gas emissions, water usage, and waste,
aiming to minimize environmental and ecological
impact.
No major
differences.
No major
differences.
No major
differences.
No major
differences.
4. Social Issues

38

promote the project Execution situation Differences and
Reasons
for
Differences from
the
Code
of
Practice
for
Sustainable
Development of
Listed
OTC
Companies
yes no summary description
(A)
Does the company formulate relevant
management policies and procedures
in accordance with relevant laws and
regulations and international human
rights conventions?
V The company refers to international human rights
conventions, conducts risk assessments on human
rights issues in accordance with the "United
Nations Universal Declaration of Human Rights",
incorporates external expectations and
communicates with stakeholders, identifies
important human rights issues, and formulates the
company's human rights policies. In addition, the
company complies with the "Labor Standards
Law", "GAnderson Industrial Corp.Work Equality
Law", "Labor Pension Regulations", "Labor Leave
Rules", "Employee Safety and Health Law", "Labor
Insurance Regulations", "Employment Service
Law" and Relevant laws and regulations formulate
"work rules".
No major
differences.
(B)
Does the company formulate and
implement
reasonable
employee
welfare measures (including salary,
vacation and other benefits, etc.), and
properly reflect business performance
or results in employee compensation?
V The company has working rules and related
personnel management regulations, which cover the
basic wages, working hours, vacations, pension
payments, labor and health insurance payments,
occupational accident compensation, etc. of the
employees employed by the company, all of which
comply with the relevant provisions of the Labor
Standards Law. The company pays year-end
bonuses every year depending on the operating
results and the employees' contribution to the
company, performance, etc. Depending on the
operating conditions and the price index, the
company regularly adjusts the salaries of
employees with outstanding performance. In
addition, the company stipulates the employee
remuneration policy in the company's articles of
association, and distributes cash or stocks
according to the company's annual operating
results. In addition, the company has established an
employee welfare committee to operate and handle
various welfare activities through the welfare
committee elected by employees. Other employee
welfare measures and retirement systems are
detailed on pages 69-70 .
The company handles labor safety and fire
protection operations in accordance with labor
safety and health regulations and fire protection
laws. Equipment and facilities are inspected once a
month and undergo safety checks. Annual drills for
fire prevention, disaster response, and first aid are
conducted, with a fire drill held once in 2024.
The company provides a safe and healthy working
environment for its employees. In 2024, monthly
environmental safety and health inspections were
conducted, covering equipment and work
environments,andquarterlysafetyand health
No major
differences.

39

promote the project Execution situation Differences and
Reasons
for
Differences from
the
Code
of
Practice
for
Sustainable
Development of
Listed
OTC
Companies
yes no summary description
education and training sessions were held for
employees.
(C)
Does the company provide employees
with a safe and healthy working
environment,
and
regularly
implement
safety
and
health
education for employees?
V The company handles labor safety and fire
protection business in accordance with the
provisions of the Labor Safety and Health Act and
Fire Protection Regulations. Equipment and
facilities are inspected and safety inspected once a
year. Fire prevention, disaster prevention, first aid
and other prevention and disaster drills are carried
out every six months , and fire drills are held twice
every year.
The company provides employees with a safe and
healthy working environment, regularly
implements environmental safety and health
inspections, including equipment and working
environment, and holds employee safety and health
education and trainingeverymonth.
No major
differences.
(D)
Has the company established an
effective career development training
program for employees?
V All departments of the company formulate
education and training plans, including job skills
testing, and the results are used as the basis for
career development.
No major
differences.
(E)
For issues such as customer health
and
safety,
customer
privacy,
marketing and labeling of products
and services, does the company
follow relevant laws and international
standards, and formulate relevant
consumer
or
customer
rights
protection policies and complaint
procedures?
V In order to improve customer service satisfaction,
the company has established a "customer complaint
handling procedure", establishes a customer-
oriented feedback system, and comprehensively
evaluates customer complaints and satisfaction with
the company's products or services to understand
customer needs and expectations.
No major
differences.
(F)
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 To enhance customer service satisfaction, the
company has established a "Customer Complaint
Handling Procedure" and built a customer-oriented
feedback system. This system comprehensively
evaluates customer satisfaction with the company’s
products or services to better understand customer
needs and expectations.
The company has also established "Supplier
Management Procedures" that require suppliers to
adhere to sustainability commitments, including
issues related to environmental protection,
occupational safety and health, and labor rights.
These procedures include a supplier assessment
mechanism, where the "Supplier Environmental
Protection and Occupational Safety Self-
Assessment Form" is a key component of the
evaluation. Annual assessments categorize
suppliers based on their scores,and those who fail
No major
differences.

40

promote the project Execution situation Execution situation Execution situation Differences and
Reasons
for
Differences from
the
Code
of
Practice
for
Sustainable
Development of
Listed
OTC
Companies
yes no summary description
to meet the required standards are handled
accordingto the regulations.
5. Does
the
company
refer
to
internationally accepted standards or
guidelines for preparing reports, and
prepare reports such as sustainability
reports that disclose non-financial
information of the company? Has the
previous disclosure report obtained the
confirmation or guarantee opinion of a
third-partyverification unit?
V In discussion. In discussion.
6. If the company has its own sustainable development code based on the "Code of Practice for Sustainable Development of Listed
OTC Companies", please describe the differences between its operation and the established code:
The company has formulated a code of practice for sustainable development , which is currently implemented and operated in
accordance with relevant regulations, and there is no major difference from the "Code of Practice for Sustainable Development of
Listed OTC Companies".
7. Other important information that helps to understand the implementation of sustainable development: Please refer to Attachment
1.

Attachment 1: Sustainability Development Initiatives

Social responsibility
projects
Detailed description of executed or planned situations
Social responsibility
projects
Detailed description of executed or planned situations
Environmental friendly 1.
The company actively promotes environmental protection and the care for the environment.
The Management Department is responsible for driving environmental initiatives and
complying with relevant environmental regulations. The company advocates for energy
conservation by replacing all incandescent light bulbs with energy-efficient bulbs and
implementing a lighting plan that distinguishes between daytime and nighttime, minimizing
unnecessary lighting.
2.
The company responds to government policies and is committed to achieving ESG
(Environmental, Social, and Governance) sustainability goals. Measures include controlling
air conditioning usage to reduce unnecessary electricity consumption, implementing paper
waste reduction, promoting and reducing the use of disposable tableware, and continuing
efforts in waste reduction and waste sorting,contributingto environmentalprotection.
Social contribution and
services
1. The company is located in Zhongli District, Taoyuan City. The company's main consideration
for recruiting talents is to live near the company. Currently, the vast majority of employees
come from towns and cities near the company's location, creating more job opportunities for
the local area.
From time to time, we respond to public welfare activities initiated by various circles, donate
money or materials to charities, and make regular donations to Taoyuan Friends of Rehabilitation
Association , Peers Medical Culture and Education Foundation , Taoyuan Enterprise Federation
and othergroups every year. The total donation amount in 2023years is NT$ 450 thousand.
Customer / Consumer
Rights
The company has dedicated personnel to serve customers.

41

  1. The relationship between the company and its employees follows the provisions of the Labor Standards Act and other labor-related laws. It has established "work rules" and holds regular labor-management meetings. 2. New employees will receive new employee education and training after registration so that they can understand the current work standards and protect employee rights. The company provides various training courses such as management training, professional skills and selfdevelopment according to employees' work needs and career plans to provide employees with sufficient education and training. 3. When the company recruits employees, it is entirely based on whether their character and Human rights expertise meet the needs, regardless of their gender, age, ethnicity, etc. We take care of the disabled and other vulnerable people, safeguard the rights and interests of all people, and comply with laws and regulations on the prevention and control of sexual harassment, taking all possible care to ensure that employees are free from harassment and discrimination. 4. We pay attention to environmental hygiene and greening and landscaping to provide employees with a safe and comfortable working environment. 5. 2023 Family Day Fei Niu Ranch 1-Day Roast Day event was successfully concluded. 6. 2023 of subsidies for self-guided travel for employees to encourage employees to relieve their daily work pressure and relax at appropriate times. The company has carried out supervision and management operations in accordance with the matters stipulated in labor safety and health laws, so that colleagues can understand the importance of safety and health, and understand the environmental overview of the workplace, Health and Safety occupational hazard factors, labor safety and health laws and regulations, and various safety and health regulations. The correct use of protective equipment is essential to prevent the occurrence of occupational disasters and ensure worker safety and health.

Attachment 2: Implementation Results of Promoting Sustainable Development

Social Responsibility
Project
Specific description of the implemented situation or planned situation
Environmental friendly Actively promote environmental protection and care for the environment. The management
department is responsible for promoting environmental protection matters, and complying with
environmental protection related laws and regulations, advocating energy saving, formulating
lighting plans to distinguish between day and night, saving unnecessary lighting; controlling the
use of air conditioners to save unnecessary power expenditure. Carry out waste paper, publicize
and reduce the use of disposable tableware, and continue to reduce and sort garbage to contribute
to environmentalprotection.
Social Contribution and
Service
The company is located in Zhongli District, Taoyuan City. The main consideration for the
company's recruitment is to live near the company. At present, most of the employees come from
towns and cities near the company's location, creating more job opportunities for the local area.
In addition, it responds to public welfare activities initiated by various circles from time to time,
donates money or materials to charitable organizations, and regularly donates to Taoyuan Friends
of Rehabilitation Association and Mingpei Medical Culture and Education Foundation and other
groups every year. The total donation amount in 2022 is NT$500,000.
Customer / Consumer
Rights
The company has full-time staff to serve customers.
Human rights The relationship between the company and its employees follows the Labor Standards Act and
other labor-related laws and regulations. It has established "work rules" and holds regular labor-
management meetings. After the newcomers report to work,theywill conduct newcomer

42

education and training, so that the newcomers can understand the current work norms and protect the rights of employees. According to the work needs and career planning of employees, the company provides various training courses such as management training, professional skills and self-development, so as to provide employees with sufficient education and training. When recruiting employees, the company fully considers whether their character and expertise meet the needs, regardless of their gender, age, ethnic group...etc. We will do our best to take care of the disabled and other vulnerable people, safeguard the rights and interests of all people, and follow laws and regulations to prevent sexual harassment, and do our best to ensure that employees are free from harassment and discrimination. Pay attention to environmental sanitation and green landscaping to provide employees with a safe and comfortable working environment. To have interaction, the parent-child one-day tour of the Spring Festival, which was originally held regularly, was temporarily suspended due to the epidemic prevention policy . Subsidize employees to travel on their own. The number of subsidized people and the amount of subsidy are 11 people and NT$110,000. The company has carried out supervision and management operations in accordance with the labor safety and health laws and regulations, so that colleagues understand the importance of safety and health, understand the environmental situation of the workplace, occupational hazards, Health and Safety labor safety and health related laws and regulations, and various safety and health protection The correct use of the tool is used to prevent the occurrence of occupational accidents and ensure the safety and health of workers.

Schedule II: Risk Management Policy or Strategy

major issues Risk Assessment Project Risk Management Policyor Strategy
Environment Environmental Protection and
Ecological Conservation
In accordance with the ISO14001 environmental management system
specification, the company is committed to environmental protection,
responds to green and clean production, and effectively reduces pollution
emissions and the impact on the environment; at the same time, it
formulates implementation plans and programs every year, and regularly
tracks and reviews them The progress of each goal to ensure the
achievement of thegoal.
Society Occupational safety In accordance with the ISO14001 environmental management system
specification, the company conducts various industrial safety inspections
and checks on a daily basis to implement the occupational safety and
health management system; secondly, regularly holds fire drills and
industrial safety education and training every year to cultivate employees'
abilityto respond to emergencies and self-safetymanagement ability.
Product Safety The company's products comply with various government product and
service laws and regulations, and do not contain any hazardous substances.
And through strict quality system management, we provide customers with
stable product quality. At the same time, in order to ensure customer
service quality and improve customer satisfaction, we set up customer
service hotlines and communication websites, and actively conduct
customer service satisfaction surveys every year to strengthen the
relationship with customers. The cooperative relationship with customers
has become the cornerstone of the sustainable development of the
enterprise through the mutual benefit and co-prosperity relationship with
customers.
Corporate
Governance
Socioeconomic
and
Legal
Compliance
Through the establishment of a governance organization and the
implementation of an internal control mechanism, it is ensured that all
personnel and operations of the company truly comply with relevant laws
and regulations.
Enhancing the Functionality
of the Board of Directors
The company provides Directors' and Officers' (D&O) insurance for its
directors toprotect them in the event of litigation or claims.
Information
and
Communication Security
The company establishes a safe and properly functioning operational
environment to ensure the securityof its computer data,system equipment,

43

major issues Risk Assessment Project Risk Management Policyor Strategy
and network, safeguarding the company's continuous business operations.
This includes personnel safety management and training, computer
equipment security management, data security management, network
security management, network access security controls, handling of system
and network intrusions, and management of physical environment security,
amongother related tasks.
Intellectual Property Security The company understands the importance of intellectual property security
protection. For the company’s daily operations and information, measures
related to trade secret management will be gradually discussed and
implemented to safeguard the company’s business secrets.

(6) Climate-related information of listed companies :

A. Implementation of climate-related information

Project Execution situation
1. Describe the board and management’s
oversight and governance of climate-
related risks and opportunities.
2. Describe how the identified climate
risks and opportunities affect the
company's business, strategy and finance
(short-term, medium-term, long-term).
3. Describe the financial impact of
extreme climate events and transition
actions.
The Company’s Board of Directors is the highest governance unit on
climate-related issues and is responsible for supervising and managing
climate-related risks and opportunities. In order to assist the board of
directors in continuously promoting various aspects of corporate
environmental, social and corporate governance operations to achieve the
purpose of sustainable management, the company established the
"Sustainability Strategy Development Department" in 2023 , with the chief
executive serving as the chairman and the heads of each unit . Serve as a
member, responsible for the proposal and implementation of sustainable
development policies, systems or related management guidelines and
specific promotion plans , and regularly report operational results and
implementation status to the board of directors .
Short-term: There may be risks of operational interruption due to extreme
weather conditions such as typhoons, floods, and droughts, as well as
rising raw material costs and government imposition of carbon and
energy-related taxes, which will increase operating costs. It is necessary to
strengthen various disaster prevention facilities and use low-cost carbon
energy, and adopt more efficient production, distribution, and
transportation methods to respond.
Mid-term: Customers may require green production, and it is necessary to
develop channels for obtaining low-carbon raw materials to reduce costs.
Water restriction measures, increased electricity consumption due to
warming , etc. may occur , resulting in suppliers being unable to produce
and deliver on time , resulting in reduced production capacity and
increased infrastructure costs. It is necessary to improve the overall
disaster response capacity, introduce green procurement, and develop
diversified Alternative energy sources to reduce risk impact.
Facing the risk of abnormal weather, natural disasters such as typhoons ,
floods, droughts and other extreme weather risks of operational interruption.
The financial impact is: revenue loss and cost increase.
Regarding climate-related transformation actions , such as: (1) Risks related
to carbon reduction policies and regulations. (2) Control of corporate carbon
footprint and greenhouse gas emissions. (3) When purchasing, it is
necessary to evaluate whether the supply chain complies with relevant
policies and regulations. The financial impact is: increased costs.
4. Describe how climate risk
identification, assessment and
management processes are integrated
into the overall risk management system.
The company has not yet adopted internal carbon pricing.

44

Project Execution situation
5. If scenario analysis is used to assess
resilience to climate change risks, the
scenarios, parameters, assumptions,
analysis factors and main financial
impacts used should be explained.
6. If there is a transformation plan to
manage climate-related risks, describe
the content of the plan, and the indicators
and goals used to identify and manage
physical risks and transformation risks.
7. If internal carbon pricing is used as a
planning tool, the basis for setting the
price should be stated.
8. If climate-related goals are set,
information such as the activities
covered, greenhouse gas emission scope,
planning schedule, annual achievement
progress, etc. should be explained; if
carbon offsets or renewable energy
certificates (RECs) are used to achieve
relevant goals, information such as
Explain the source and quantity of
carbon reduction credits or the quantity
of renewable energy certificates (RECs)
being redeemed .
9. Greenhouse gas inventory and
confirmation, reduction goals, strategies
and specific action plans ( fill in 1-1 and
1-2 separately) .
Under discussion .
Under discussion .
Under discussion .
Under discussion .
Details are as explained in 1-1 and 1-2.

1-1 The company’s greenhouse gas inventory and confirmation status in the last two years

1-1-1 Greenhouse gas inventory information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/million yuan) and data coverage of greenhouse gases in the past two years.

1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation 1-1-1 Greenhousegas inventoryinformation
Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/million yuan) and
data coverage ofgreenhousegases in thepast twoyears.
Basic information of the company
According to the provisions of the sustainable
development road map of listed companies, at least
□ Companies with capital of more
than 10 billion, steel industry,
cement industry
□ Parent company individual investigation
□ Consolidated financial reporting subsidiary inventory
□ Companies with capital of more
than 5 billion but less than 10
billion
□ The parent company is personally convinced
□ Consolidated financial reporting of subsidiaries
Basic information of the company
□ Companies with capital of more
than 10 billion, steel industry,
cement industry
□ Companies with capital of more
than 5 billion but less than 10
billion
According to the provisions of the sustainable
development road map of listed companies, at least
□ Parent company individual investigation
□ Consolidated financial reporting subsidiary inventory
□ The parent company is personally convinced
□ Consolidated financial reporting of subsidiaries

45

■ Companies with capital of less ■ The company has not yet met the standards that than NT$5 billion should be disclosed

Note 1: Direct emissions (Category 1, that is, directly from emission sources owned or controlled

  • by the company), indirect energy emissions (Category 2, that is, indirect greenhouse gas emissions from the input of electricity, heat or steam) and Other indirect emissions (Category 3 , i.e. emissions generated by company activities, are not indirect emissions from energy, but come from emission sources owned or controlled by other companies).

  • Note 2: The coverage of direct emissions and energy indirect emissions data shall be handled in accordance with the timetable specified in the order specified in Paragraph 2 of Article 10 of these Guidelines. Other indirect emissions information may be disclosed voluntarily.

  • Note 3: Greenhouse gas inventory standard: Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 issued by the International Organization for Standardization ( ISO).

  • Note 4: The intensity of greenhouse gas emissions can be calculated per unit of product/service or turnover, but at least the data calculated in terms of turnover (NT$ million) should be stated.

1-1-2 Greenhouse Gas Confirmation Information

Two years as of the publication date of the annual report , including the scope of the confidence, the organization of the confidence, the criteria for the confidence and the opinion of the confidence.

Not applicable.

1-2 Greenhouse gas reduction goals, strategies and specific action plans

Describe the greenhouse gas reduction base year and its data, reduction targets, strategies, specific action plans and achievement of reduction targets.

46

The company has not yet completed its greenhouse gas inventory and does not need to set a base year for greenhouse gas reduction .

Set a greenhouse gas reduction target : reduce annual emissions by 1 to 2% compared to the previous year.

Greenhouse gas reduction strategy : The company continues to develop energy-saving, waste-

reducing and high-efficiency equipment in line with its sustainable business strategy. Specific action plan :

  1. Replace old official vehicles and purchase electric (gasoline) vehicles.

  2. Promote energy and water conservation policies, use electrical equipment with Green Energy trademarks and set air conditioning temperature and time control.

  3. Continue to replace ordinary fluorescent lamps with high power consumption into T5 lamps or LED lamp sets.

  4. Continue to look for new green energy materials or energy opportunities.

  5. The packaging boxes, wooden boxes, etc. of the supplier's packaging parts are returned to the supplier for reuse.

  6. Reduce the use of packaging materials for shipped products.

  7. New product development and design give priority to energy-saving and environmentally friendly parts.

Achievement of reduction target : Not applicable.

Note 1: It should be handled in accordance with the timetable specified in the order stipulated in

Article 10, Paragraph 2 of these Guidelines.

  • Note 2: The base year should be the year in which the review is completed based on the boundaries of the consolidated financial report. For example, in accordance with the provisions of Article 10, Paragraph 2 of these Standards, companies with a capital of more than 10 billion should complete the consolidated financial report in 2025. Inventory, so the base year is 2024. If the company has completed the inventory of consolidated financial reports in advance, the earlier year can be used as the base year. In addition, the data in the base year can be calculated as the average of a single year or several years.

47

(6) The performance of integrity management and the differences and reasons from the integrity management code of listed OTC companies :

evaluation items Operating situation Operating situation Operating situation The situation and
reasons
for
the
differences
with
the
Code
of
Integrity
Management
of
listed
OTC
companies
yes no Summary description
1. Formulate integrity management policies and
plans
(1) Does the company formulate an honest
management policy approved by the board of
directors, and clearly state the policy and
practices of honest management in regulations
and external documents, as well as the
commitment of the board of directors and senior
management to actively implement the business
policy?
(2) Whether the company has established a risk
assessment
mechanism
for
dishonesty,
regularly analyzes and evaluates business
activities
with
relatively high
risks of
dishonesty within the scope of business, and
formulates a plan to prevent dishonesty based
on this, and at least covers "listing on the OTC
market" What are the preventive measures for
the behaviors in the second paragraph of Article
7 of the company's code of integrity
management ?
(3) Does the company clearly define operating
procedures, behavior guidelines, punishment
and appeal systems for violations in the
dishonesty prevention plan, and implement
them, and regularly review and revise the
previous disclosure plan?








V










V





V
The company has established the "Code of Integrity
Management" and "Code of Ethical Conduct",
which have been approved by the board of directors
and
announced
in
the
company's
internal
regulations and company website. The board of
directors and senior management are committed to
implementing them.
The company has established the "Code of Integrity
Management" and "Code of Ethical Conduct", and
conducts a risk assessment of dishonesty behavior
once a year. For bribery and bribery, illegal political
donations, improper charitable donations or
sponsorships, etc. 7 items that affect business
Develop
preventive
measures
for
dishonest
activities and announce them to directors and
employees.
In order to prevent any dishonest behavior, the
company has formulated the "Code of Integrity
Management" and "Code of Ethical Conduct"; the
punishment for violations is implemented in
accordance with the "reward and punishment"
stipulated in the work rules; Handling Measures for
Cases of Dishonest Behavior” to appeal in the
“Stakeholder Zone” of the company’s website, and
regularly
review
the
implementation
and
implementation status once ayear.






no major
difference








no major
difference









no major
difference
2. Implement integrity management
(1) 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 ?



V
Currently, before a transaction with a manufacturer,
the organizer will review the past transaction
records and search for the information of the
company on the Internet to confirm whether the
manufacturer has a record of dishonest behavior and
obtain a letter of commitment to honest operation.





no major
difference
(2) Has the company set up a unit responsible for
promoting corporate integrity management
under the board of directors, and regularly (at
least once a year) report to the board of directors
its integrity management policies, plans for
preventing dishonest behavior, and supervision
and implementation?






V
An integrity management group is set up under the
chairman's office, with the chairman as the
convener. This group's job duties are to ensure the
implementation of the integrity management code,
and report to the board of directors once a year on
the integrity management policy and the plan to
prevent dishonest behavior and supervise the
implementation.







no major
difference

48

evaluation items Operating situation The situation and
reasons
for
the
differences
with
the
Code
of
Integrity
Management
of
listed
OTC
companies
yes no Summary description
(3) Does the company formulate policies to prevent
conflicts of interest, provide appropriate
channels for statements, and implement them?
(4) Whether the company has established an
effective accounting system and internal control
system
in
order
to
implement
honest
management, and the internal audit unit draws
up relevant audit plans based on the assessment
results of dishonesty risks, and checks the plan
for preventing dishonesty Follow the situation,
or commission an accountant to perform the
check?
(5) Does the company hold regular internal and
external education and training on integrity
management?


V








V


V
The company formulates the policy of preventing
conflicts of interest in the "Code of Ethical
Conduct", and provides employees with the
opportunity to report to managers, internal audit
supervisors or other appropriate personnel when
they suspect or discover violations of laws and
regulations or the "Code of Ethical Conduct". In
addition, the company has set up a reporting system
on the website to provide employees and related
personnel to report any improper business practices,
which will be directly handled by the chairman.
The company has established an effective
accounting system and internal control system to
ensure the implementation of honest management,
and the audit office prepares an annual audit plan
based on the assessment results of the risk of
dishonesty, and checks the compliance with the
preceding system.
In 2024, a total of 33 participants attended internal
and external training sessions related to integrity
management, with a total of 49.5 hours of training










no major
difference






no major
difference
no major
difference
3. The operation of the whistleblowing system of the
company
The Company has established the "Procedures for
Handling Reports of Illegal, Unethical, or
Dishonest Conduct," which clearly define the
reporting process, reward system, and reporting
channels. All reported cases are handled exclusively
by the Office of the Chairman.
The "Procedures for Handling Reports of Illegal,
Unethical, or Dishonest Conduct" regulate the
mechanisms for accepting reports, confidentiality,
investigation,
appeals,
record-keeping,
and
information disclosure. A dedicated whistleblowing
mailbox is available on the Company’s website to
provide employees and other stakeholders with a
channel for reporting grievances. Upon completion
of an investigation, the following follow-up actions
shall be taken:
If the reported case is verified to be true and
involves significant circumstances, the Company
will handle it in accordance with applicable laws,
regulations, and Company policies, disclose the
case on the Market Observation Post System
(MOPS), and provide appropriate rewards to the
whistleblower.




















no major
difference
no major
difference
no major
difference

49

evaluation items Operating situation Operating situation Operating situation The situation and
reasons
for
the
differences
with
the
Code
of
Integrity
Management
of
listed
OTC
companies
yes no Summary description
(1) Has the company established a specific
whistleblowing and reward system, established
channels to facilitate whistleblowing, and
assigned appropriate specialists to handle
whistleblowers?




V
(2) Has the company established a standard
operating procedure for the investigation of the
reported matter, the follow-up measures to be
taken after the investigation is completed, and
the relevant confidentiality mechanism?




V
The company's "Handling Measures for Reporting
Illegal, Unethical or Dishonest Behavior Cases" has
investigation procedures and a confidentiality
mechanism.



no major
difference
(3) Has the company adopted measures to protect
the whistleblower from being improperly dealt
with due to whistleblowing?


V
The Company's "Procedures for Handling Reports
of Illegal, Unethical, or Dishonest Conduct"
stipulate that confidentiality must be maintained for
whistleblowers to properly protect them from any
undue treatment as a result of their reporting.
In summary, during the year 2024, the procedures
were implemented in accordance with regulations,
and no reports or significant violations were
received..







no major
difference
4. Strengthen information disclosure
the content of its integrity management code
and promote its effectiveness on its website
and public information observation station ?


V
The "Code of Integrity Management", "Code of
Ethical Conduct" and "Measures for Reporting
Illegal, Unethical or Dishonest Behavior Cases"
have been disclosed on the company website and
public information observation station, and a
"Corporate Integrity Management Zone" has been
established on the company website Exposure
drives results.
In 2024, there has been no dishonesty and no
reportingincidents








no major
difference
of Integrity Management for Listed OTC Companies" , please describe the differences between its operation and the established code:
No major differences.
6. Other important information that is helpful to understand the company's integrity management and operation: (such as the company's
review and revision of its integrity management code, etc.)
On March 17, 2015, the company's board of directors resolved to revise the "Code of Integrity Management".
On March 17, 2015, the company's board of directors passed a resolution to formulate the "Code of Ethical Conduct".
On August 15, 2016, the company approved and formulated the "Measures for Handling Cases of Reporting Illegal, Unethical or
Dishonest Behaviors".
  1. Other important information that is helpful to understand the company's integrity management and operation: (such as the company's review and revision of its integrity management code, etc.) On March 17, 2015, the company's board of directors resolved to revise the "Code of Integrity Management". On March 17, 2015, the company's board of directors passed a resolution to formulate the "Code of Ethical Conduct". On August 15, 2016, the company approved and formulated the "Measures for Handling Cases of Reporting Illegal, Unethical or Dishonest Behaviors".

50

  • (7) If the company has formulated corporate governance codes and related regulations, it shall disclose its inquiry method:

  • The company has "Investor Relations" on the company website for inquiries.

  • (8) Other important information sufficient to enhance the understanding of the operation of corporate governance may be disclosed together:

  • The company has an "Investor Relations" on the company website for inquiries.

  • 2 .2024 manager training situation:

Job title Name Study date organizer Course Title Training
hours
Chairman Liao
Wenjia
2024/10/29 Taiwan Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective of
ESG investment and financing
3
2024/10/29 Taiwan Corporate
Governance
Association
The information security governance
strategies of listed companies from the
perspective of ESG corporate
sustainable development
3
Deputy
General
Manager and
Chief
Financial
Officer
Wu Hsiu
Pi
2024/10/29 Taiwan Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective of
ESG investment and financing
3
2024/10/29 Taiwan Corporate
Governance
Association
The information security governance
strategies of listed companies from the
perspective of ESG corporate
sustainable development
3
2024/11/15 Accounting Research
and Development
Foundation of
Republic of China
(Taiwan)
Professional Development Course for
Accounting Officers of Issuers,
Securities Firms, and the Stock
Exchange
12
Finance
Department
manager
Lee
Shenlung
2024/4/15 Taiwan Academy of
Bankingand Finance
Corporate Governance Forum, Issue 64 3
2024/10/29 Taiwan Corporate
Governance
Association
What are investors thinking about?
Talking about corporate sustainable
transformation from the perspective of
ESG investment and financing
3
2024/10/29 Taiwan Corporate
Governance
Association
The information security governance
strategies of listed companies from the
perspective of ESG corporate
sustainable development
3
Audit
Manager
Cai
Shuhua
2024/10/17 Internal Audit
Association of the
Republic of China
Implementation and Integration of ESG
with Internal Audit and Internal
Control: Applications and Case Studies
6
2024/10/17 Internal Audit
Association of the
Republic of China
New Challenges for Internal Auditors:
Analysis of Sustainability Disclosure,
Management Policies, and Key Audit
Points
6
  • (8) Implementation status of internal control system

  • Statement of Internal Control System: Please refer to page 87 .

  • Those who entrust an accountant to review the internal control system shall disclose the accountant's review report: Not applicable .

51

(9) Important resolutions of the shareholders' meeting and the board of directors in the most

recent year and up to the date of publication of the annual report

  1. Important resolutions and implementation of shareholders' meeting in 2024 :
Meeting
date
Important Resolutions and Implementation Status
2024/5/31 1. Acknowledge the 2023 annual business report and financial statement .
2. Acknowledge the 2023 Earnings distribution case.
Implementation Status:
For the 2023 earnings distribution, a cash dividend of NT$39,351,562
was distributed, equivalent to NT$0.4 per share. The payment was made
on August 21, 2024.
3. The board member election was completed and approved.
Implementation Status:
The list of elected members was announced after the 2024 annual
shareholders'meeting.
  1. Important resolutions of the board of directors in the most recent year and as of the publication date of the annual report:
Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
2024/1/25 Year-end bonus case for the managers of
Parpro Group in 2023 .
- None
2024/3/13 1. 2023 Annual Business Report and
Consolidated financial statements
- None
2. 2024 Annual auditors’ independence and
performance evaluation review case
V None
3. 2023 Annual "Internal Control
Statement"case
V None
4. PARPRO TECHNOLOGIES loan to AP
PARPRO case
- None
5. The Company loan to AP PARPRO case V None
6. Convertible corporate bonds for new
shares
- None
7. Revised some of the provisions of the
internal major information handling
procedures
V None
8. Bank Credit Line Approval - None

52

Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
9. Notice of the 2024 Annual Shareholders'
Meeting
- None
10.Employee and Director Compensation
Distribution Proposal for the 2023
- None
11.Self-Assessment of the Board of
Directors, Board Members, and
Functional Committees for the 2023
- None
12.Earnings Distribution Proposal for the
2023
- None
13.Proposal for the Nomination of Director
Candidates for the Company
- None
2024/5/9 1.2024 1st Quarter Financial Statements . - None
2.Bank Credit Line Approval - None
2024/8/13 1.Financial report for the first half of 2024. - None
2.PARPRO TECHNOLOGIES capital loan
to AP PARPRO case.
V None
3. Bank Credit Line Approval - None
2024/11/12 1.2024 3rd Quarter Financial Statements . - None
2.2025 Audit plan V None
3.PARPRO NEVADA capital loan to AP
PARPRO case
V None
4. PARPRO TECHNOLOGIES capital loan
to PARPRO NEVADA case
V None
5. Establishment of "Sustainable
Information Management Procedures"
V None
6. Parpro System Capital Reduction and
Increase Proposal
V None
7. Parpro System Amendment to the
Company’s Articles of Incorporation
Proposal
V None
2024/12/13 1. 2025 annual budget. - None
2. Bank Credit Line Approval - None
2025/1/14 1.2024 year-end bonus case for group
managers.
- None
2.Proposal for the Hiring of the Chief
Financial Officer for North America
- None
2025/3/11 1.2024 annual business report and financial
statements.
- None
2. Proposal for the Appointment of CPA for
the 2025
V None
3.2024"Internal Control Statement"case. V None
4.PARPRO TECHNOLOGIES capital loan
to AP PARPRO case.
V None
5.The case of convertible corporate bonds - None

53

Meeting
date
Important Resolutions Matters listed in
Article 14-3 of the
Securities and
Exchange Act
Independent
directors object
or reserve
opinions
being exchanged for new shares.
6.Proposal for Amendments to Certain
Provisions of the Company’s Articles of
Incorporation
V None
7. Proposal for Amendments to Certain
Provisions of the Board of Directors'
Operational Management Procedures and
Board Meeting Rules
V None
8.Proposal to Issue the Fifth Unsecured
Convertible Bonds
V None
9. Bank Credit Line Approval - None
10. Proposal for the Nomination of Director
Candidates (Including Independent
Directors) for the Company
- None
11.Proposal to Lift the Non-Compete
Restrictions for Newly Appointed Directors
(Including Independent Directors) and Their
Representatives
- None
12.Proposal for the Convening of the 2025
Annual Shareholders'Meeting
- None
13. Proposal for the Distribution of
Earnings for the 2024
- None
14.Proposal for the Distribution of
Employee and Director Compensation for
the 2024
- None
15. Proposal for the Self-Assessment of the
Board of Directors, Board Members, and
Functional Committees for the 2024
- None

(10) In the most recent year and as of the date of publication of the annual report , if directors or supervisors have different opinions on important resolutions passed by the board of directors and there are records or written statements, the main content: None.

54

4. Public independent auditors information

Amount unit : NT$thousand
Total
Remark
5,211
Note
unit : NT$thousand
Total
Remark
5,211
Note
Audit Firm CPAs
Name
Audit period Audit fees Non-audit
fees (Note)
Total Remark
Deloitte&
Touche
United
Audit Firm
Chen
Peide
2024/1/1
To
2024/12/31
4,800 411 5,211 Note
Chen
Junhong
  • Note: The content of the non-audit service at public expense refers to the salary review public expense of full-time employees who are not in supervisory positions.

  • If the audit firm is changed and the audit fee paid in the replacement year is less than the audit fee in the previous year, the amount of audit fees before and after the change and the reasons shall be disclosed : there is no such case.

  • If the audit public fee has decreased by more than 10% compared with the previous year, the amount, proportion and reason of the audit public fee reduction shall be disclosed: there is no such case.

  • Change of CPA information: No such case.

  • The company's chairman , general manager, and manager in charge of financial or accounting affairs, who have worked in a certification auditors firm or its affiliated companies in the past year, shall disclose their names, titles, and employment status in a certification accounting firm or its affiliates . The period of the affiliated enterprise. The term "affiliated enterprises of the certified auditor firm" refers to the accountants of the certified accounting firm holding more than 50% of the shares or obtaining more than half of the directors' seats, or listed as affiliated enterprises in the materials released or published by the certified auditor firm Company or institution: None .

55

  1. In the most recent year and as of the date of publication of the annual report, directors, supervisors, managers, and shareholders holding more than 10% of the shares have been transferred and pledged:

(1) Changes in equity

(1) Changes in equity
Job title name 2024 As of April 30,2025
Number of shares
held
increase (decrease)
number
Pledged shares
increase (decrease)
number
Number of shares
held
increase (decrease)
number

Pledged shares
increase (decrease)
number
Chairman and General
Manager
(Major shareholder)
Liao,Wenjia (100,000)
0

0

0
Director Zeng, Xueqing 0
0

0

0
Director and Chief
Financial Officer
Wu,Hsiupi 100,000
0

0

0
Legal Person Director Jieshi Investment Co., Ltd. 0
0

0

0
Independent Director Shen,Xiaoling 0
0

0

0
Independent Director Zhang, Naiwen 0
0

0

0
Independent Director Feng, Zhiqing 0
0

0

0
General Manager Yan,Congqian. 0
0

(17,000)

0
General Manager of
Overseas Operations
Thomas Sparrvik 0
0

0

0
Finance Manager Lee,Shen-Lung 0
0

(8,000)
0
CFOof North America Wu Jianming 0
0

0

0
  • (2) If the relative of the equity transfer is a related party: None.

  • (3) If the counterparty of the equity pledge is a related party: None.

56

  1. Information on the relationship between the top ten shareholders who hold the largest shareholding ratio, and whether they are related parties in the Financial Accounting Standards Bulletin No. 6 or spouses or relatives within the second degree:

Unit : share; March 29 , 2025

Name Current Current Shares held by spouse and
minor children
Shares held by spouse and
minor children
Holding shares in
other
the name of
s
For the top ten shareholders who
have financial and accounting
standards bulletin No. 6 related
persons or relatives within the
spouse or second degree, their names
or names and relationships
For the top ten shareholders who
have financial and accounting
standards bulletin No. 6 related
persons or relatives within the
spouse or second degree, their names
or names and relationships

Note
Share holding
Number of
shares
Share- Number of
shares
Share- Number of shares Share- Name Relaionship
holding ratio
(%)
holding ratio
(%)
holding ratio
(%)
Liao Wenjia 7,971,942 7.21 0 0 17,085,879 15.44 Liao,Wenjia
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
The
chairman of
the company
and Yunyong
Investment,
Jieshi
Investment,
Paide
Investment
and other
four
companies
are the same
person.
None
None
None
Yunyong
Investment
Co., Ltd.
7,500,865 6.78 0 0 0 0 Liao,Wenjia
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.

None


None
Representative:
Liao
Wenjia

7,971,942
7.21 0 0 17,085,879 15.44 None
Jieshi Investment Co.,
Ltd.

5,830,415
5.27 0 0 0 0 Liao,Wenjia
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

7,971,942
7.21 0 0 17,085,879 15.44 None
Paide Investment Co.,
Ltd.

3,754,599
3.39 0 0 0 0 Liao,Wenjia
Jieshi Investment Co.,
Ltd.
Paide Investment Co.,
Ltd.
None
None
Representative:
Liao
Wenjia

7,971,942
7.21 0 0 17,085,879 15.44 None
Zhou Kaibin 3,701,000 3.35 0 0 0 0 None None None
Investment Account of
JPMorgan
Securities
Limited, Custodied by
J.P. Morgan Chase



1,816,400
1.64 0 0 0 0 None None None
Anderson
Industrial
Corp.

1,380,000
1.25 0 0 0 0 None None None
Investment
Account
under the Custody of
HSBC
for
Goldman
Sachs International



1,251,000
1.13 0 0 0 0 None None None
Huang Tengyi 1,240,000 1.12 0 0 0 0 None None None
Hu Jialing 1,150,000 1.04 0 0 0 0 None None None

57

  1. The number of shares held by the company, its directors, supervisors, managers, and enterprises directly or indirectly controlled by the company in the same reinvested enterprise, and calculate the comprehensive shareholding ratio:
March 31 , 2025 ; unit: thousand shares; % March 31 , 2025 ; unit: thousand shares; % March 31 , 2025 ; unit: thousand shares; % March 31 , 2025 ; unit: thousand shares; %
Invest in business The company invests Investments
of
directors,
supervisors, managers, and directly
or indirectly controlled enterprises


Comprehensive investment
Number of
shares(thousand
shares)
Shareholding ratio Number of
shares(thousand
shares)
Shareholding
ratio
Number of
shares(thousand
shares)
Shareholding
ratio
Parpro System Corporation 3,272 60% 3,000 60%
Parpro Holdings Co., Ltd 42 100% 42 100%
Anderson Industrial Corp.. 39,904 20.86% 39,904 20.86%
Rayder Machinery
Corporation
960 4.73% 960 4.73%
AP Parpro, Inc. 6 100% 6 100%
Parpro (Nevada), Inc. 1 100% 1 100%
Parpro Quality, Inc. 23,500 100% 23,500 100%
Parpro Technologies, Inc. 13 100% 13 100%

58

II. Fundraising situation

1. Capital and shares

(1) Source of share capital

A. Source of equity

Unit: NT$ thousand/thousand shares

years Issued
p r i c e
Approved share capital Approved share capital Paid-in share capital Paid-in share capital Remark Remark Remark Remark

Number
of shares
Amount Number of
shares
Amount Source of equity Using property other
than cash to offset the
share capital

Other
Dec.,2 00 1 10 3,00 0
30,0 00

1,00 0

10,0 00
Set up Capital - N o t e 1
Oct., 20 03 10 3,00 0
30,0 00

1,50 0

15,0 00
Cash capital increase 5 , 0 0 0 t h o u s a n d - N o t e 2
Oct., 20 06 10 3,00 0
30,0 00

2,00 0

20,0 00
Cash capital increase 5 , 0 0 0 t h o u s a n d - N o t e 3
Oct., 20 08 10 8,00 0
80,0 00

3,50 0

35,0 00
Cash capital increase
Surplus capital increase
1 0 , 0 0 0 t h o u s a n d
5 , 0 0 0 t h o u s a n d
- N o t e 4
Aug., 20 09 10 8,00 0
80,0 00

6,66 0

66,6 00
Surplus capital increase 3 1 , 6 0 0 t h o u s a n d - N o t e 5
Oct., 20 09 10 30,0 00
30 0,00 0

15,0 00

15 0,00 0
Cash capital increase 8 3 , 4 0 0 t h o u s a n d - N o t e 6
Aug., 20 10 10 30,0 00
30 0,00 0

19,5 00

19 5,00 0
Surplus capital increase 4 5 , 0 0 0 t h o u s a n d - N o t e 7
Sep.,20 11 10 30,0 00
30 0,00 0

21,4 50

21 4,50 0
Surplus capital increase 1 9 , 5 0 0 t h o u s a n d - N o t e 8
Ap r.,20 12 10 30,0 00
30 0,00 0

23,9 50

23 9,50 0
Cash capital increase 2 5 , 0 0 0 t h o u s a n d - N o t e 9
Aug., 20 12 10 30,0 00
30 0,00 0

25,1 47

25 1,47 5
Surplus capital increase 11 , 9 7 5 t h o u s a n d - N o t e 1 0
Jul.,2 01 3 10 65,0 00
65 0,00 0

60,3 54

60 3,54 0
Surplus capital increase 3 5 2 , 0 6 5 t h o u s a n d - N o t e 11
Dec.,2 01 3 10 10 0,00 0
1,00 0,0 00

67,8 99

67 8,99 0
Cash capital increase 7 5 , 4 5 0 t h o u s a n d - N o t e 1 2
Jan.,2 01 7 10 10 0,00 0
1,00 0,0 00

69,4 07

69 4,06 5
Corporate
bond
conversion

1 5 , 0 7 5 t h o u s a n d
- N o t e 1 3
Mar.,2 01 7 10 10 0,00 0
1,00 0,0 00

70,8 99

70 8,99 0
Corporate
bond
conversion

1 4 , 9 2 5 t h o u s a n d
- N o t e 1 4
Jul.,2 01 7 10 10 0,00 0
1,00 0,0 00

71,8 57

71 8,56 7
Corporate
bond
conversion

9 , 5 7 7 t h o u s a n d
- N o t e 1 5
Jul.,2 01 7 10 10 0,00 0
1,00 0,0 00

78,8 30

78 8,30 1
Surplus capital increase 6 9 , 7 3 4 t h o u s a n d - N o t e 1 6
Dec.,2 01 7 10 10 0,00 0
1,00 0,0 00

80,5 72

80 5,72 3
Corporate
bond
conversion

1 7 , 4 2 2 t h o u s a n d
- N o t e 1 7
Mar.,2 01 8 10 10 0,00 0
1,00 0,0 00

81,2 60

81 2,59 6
Corporate
bond
conversion

6 , 8 7 3 t h o u s a n d
- N o t e 1 8
Jun.,2 01 8 10 10 0,00 0
1,00 0,0 00

81,9 54

81 9,53 7
Corporate
bond
conversion

6 , 9 4 1 t h o u s a n d
- N o t e 1 9
Oct., 20 18 10 10 0,00 0 1,00 0,0 00 82,1 81
82 1,80 5
Corporate
bond
conversion

2 , 2 6 8 t h o u s a n d
- N o t e 2 0
Dec.,2 01 8 10 10 0,00 0 1,00 0,0 00 82,1 87
82 1,87 5
Corporate
bond
conversion

7 0 t h o u s a n d
- N o t e 2 1
Jul.,2 01 9 10 10 0,00 0
1,00 0,0 00

82,2 79

82 2,79 4
Corporate
bond
conversion

9 1 9 t h o u s a n d
- N o t e 2 2
Oct., 20 19 10 10 0,00 0
1,00 0,0 00

83,0 74

83 0,74 4
Corporate
bond
conversion

7 , 9 5 1 t h o u s a n d
- N o t e 2 3
Dec.,2 01 9 12 10 0,00 0
1,00 0,0 00

83,4 52

83 4,51 6

Corporate bond
conversion
Treasury stock
cancellation
3 , 7 7 2 t h o u s a n d - N o t e 2 4
Fe b.,20 22 02 12 0,00 0
1,20 0,0 00

83,3 52

83 3,51 6
Treasury stock
cancellation
1 , 0 0 0 t h o u s a n d - N o t e 2 5
Ap r.,20 22 04 12 0,00 0
1,20 0,0 00

83,3 54

83 3,54 4
Corporate bond
conversion
2 8 t h o u s a n d - N o t e 2 6
Jun.2 02 3 06 20 0,00 0
2,00 0,0 00

88,3 75

88 3,75 4
Corporate bond
conversion
5 0 , 2 1 0 t h o u s a n d - Note 27
Oct. 20 23 10 20 0,00 0
2,00 0,0 00

93,8 74

93 8,74 3
Corporate bond
conversion
5 4 , 9 8 9 t h o u s a n d - Note 28
Jan.2 02 4 01 20 0,00 0
2,00 0,0 00

98,1 71

98 1,711
Corporate bond
conversion
4 2 , 9 6 8 t h o u s a n d - Note 29
Ap r.20 24 04 20 0,00 0
2,00 0,0 00

98,3 79

98 3,78 9
Corporate bond
conversion
2 , 0 7 8 t h o u s a n d - Note 30
Ap r.20 25 04 20 0,00 0
2,00 0,0 00

10 5,03 4

1,05 0,3 39
Corporate bond
conversion
6 6 , 5 5 0 t h o u s a n d - Note 31
Note 1: 90.12.27 Sutra (90) Chinese subtitle No. 09033279280
Note 16: 106.07.25 Jingshu Shang Zi No. 10601106180
Note 2: 92.10.27 Jingzhizhongzi No. 09232861870
Note 17: 106.12.14 Jingshu Shang Zi No. 10601171020
Note 3: 95.10.03 Jingzhizhongzi No. 09532926440
Note 18: 107.03.15 Jingshu Shang Zi No. 10701026080
Note 4: 97.10.15 Jingzhizhongzi No. 09733261020
Note 19: 107.06.22 Jingshu Shang Zi No. 10701067400
Note 5: 98.08.03 Jingzhizhongzi No. 09832777800
Note 20: 107.10.03 Jingshu Shang Zi No. 10701119640
Note 6: 98.10.28 Jingzhizhongzi No. 09833329390
Note 21: 107.12.26 Jingshu Shang Zi No. 10701157950
Note 7: 99.08.23 Jingzhizhongzi No. 09932490060
Note 22: 108.07.08 Jingshu Shang Zi No. 10801071380
Note 8: 100.09.06 Jingzhizhongzi No. 10032481050
Note 23: 108.10.24 Jingshu Shang Zi No. 10801148670
Note 9: 101.04.18 Jingzhizhongzi No. 10131902020
Note 24 : 108.12.31 Jingshu Shang Zi No. 10801181060
Note 10: 101.08.27 Jingzhi Zhongzi No. 10132419010
Note 25 : 1 11. 02. 10 Jing Shu Shang Zi No. 11101014470

59

Note 11: 102.07.17 Jingshu Shang Zi No. 10201139110 Note 12: 102.12.18 Jingshu Shang Zi No. 10201256770 Note 13: 106.01.04 Jingshu Shang Zi No. 10501300750 Note 14: 106.03.09 Jingshu Shang Zi No. 10601028470 Note 15: 106.07.13 Jingshu Shang Zi No. 10601092960 Note 31 : 114.04.08 Jing Shu Shang Zi No. 11430048580

Note 2 6 : 111.04.19 Jing Shu Shang Zi No. 11101058240 Note 2 7 : 112.10.04 Jing Shu Shang Zi No. 11230190080 Note 2 8 : 112.10.16 Jing Shu Shang Zi No. 11230182970 Note 2 9 : 113.01.17 Jing Shu Shang Zi No. 11330006440 Note 30 : 113.04.22 Jing Shu Shang Zi No. 11330052780

60

B. Type of shares

Unit: share

Type of shares Approved share capital Approved share capital Approved share capital Remark
Shares outstanding Unissued shares total
Common
shares
110,602,900 89,397,100 200,000,000 listing
  • C. Information related to the comprehensive declaration system: Not Applicable.

  • (2) List of major shareholders: shareholders whose shareholding ratio is more than 5% or whose

shareholding ratio accounts for the top ten shareholders

March 29, 2025 ; unit : share

Share
Major shareholder Name

Number of
shares held
Shareholding ratio
Liao Wenjia 7,971,942 7.21
YunyongInvestment Co.,Ltd. 7,500,865 6.78
Jieshi Investment Co.,Ltd. 5,830,415 5.27
Paide Investment Co.,Ltd. 3,754,599 3.39
Zhou Kaibin 3,701,000 3.35
Investment Account of JPMorgan Securities Limited, Custodied by J.P.
Morgan Chase
1,816,400 1.64
Anderson Industrial Corp. 1,380,000 1.25
Investment Account under the Custody of HSBC for Goldman Sachs
International
1,251,000 1.13
HuangTengyi 1,240,000 1.12
Hu Jialing 1,150,000 1.04
  • (3) Dividend policy and implementation status of the company:

  • A. Dividend policy stipulated in the articles of association of the company The company will consider the company's environment and growth stage, respond to future capital needs and long-term financial planning, and meet shareholders' needs for cash inflow. If there is a surplus in the annual final accounts, it should first pay taxes to make up for previous years' losses, Ten percent shall be raised as the statutory surplus reserve, except when the statutory surplus reserve has reached the total capital, and another special surplus reserve may be raised according to business needs or regulations, and the board of directors shall prepare a distribution plan according to the following proportions, It is proposed to be distributed after approval by the general meeting of shareholders.

Shareholder dividends are based on the consideration of the current year's after-tax surplus and the accumulated undistributed surplus in the previous period. The amount of surplus to be distributed should not be less than 10% of the current year's after-tax surplus. Cash dividends should not be lower than the total amount of cash dividends and stock dividends. However, if the cash dividend per share is less than NT$0.1, it can be paid as stock dividend instead, but the distribution ratio can be adjusted depending on the company's future earnings and capital status. When the company has no profit, no dividends and bonuses will be distributed.

  • B. Situation of dividend distribution proposed by this year's shareholders' meeting

61

The resolution of the board of directors of the company on March 11, 2025 was passed, and it was resolved to distribute NT$42,013,554 in surplus, and NT$0.4 per share. It is planned to submit the report of the regular meeting of shareholders on May 27, 2025 and handle it in accordance with relevant regulations.

  • C. Expected major changes in the dividend policy : None .

  • (4) The impact of the gratuitous allotment of shares proposed at this shareholders' meeting on the company's operating performance and earnings per share:

  • There’s no gratuitous allotment of shares proposed at this shareholders' meeting , so it is not applicable.

  • (5) Remuneration of employees, directors and supervisors

  • A. According to the company's articles of association, if the company makes a profit in the year, it should allocate 1% to 15% as employee remuneration, which is distributed by the board of directors in the form of stock or cash distribution, and the distribution targets include employees of subordinate companies who meet certain conditions; the company The above-mentioned profit amount can be allocated, and the board of directors decides to allocate no more than 5% as remuneration for directors and supervisors. Proposals on employee remuneration and distribution of remuneration to directors and supervisors shall be reported to the shareholders' meeting. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director and supervisor remuneration according to the proportion mentioned in the preceding paragraph.

The proportion of remuneration distributed by directors is based on the overall evaluation and consideration of their participation in the company's operations and personal performance contributions. The considerations include, for example, the company's operational management capabilities, financial and business operating performance indicators, and comprehensive management indicators, and measure other special contributions or Major negative events ... etc. In addition, independent directors still receive fixed monthly remuneration.

The manager's remuneration includes salary and bonus. The salary is evaluated with reference to the industry standard and items such as professional title, rank, education (experience), professional ability and responsibility. The bonus is also based on the target achievement rate, profit rate, and operating efficiency. , contribution and other comprehensive project evaluation considerations.

Relevant managers receive employee remuneration and director remuneration must be reviewed by the remuneration committee, and then submitted to the board of directors for resolution.

62

  • B. The estimation basis for the estimated remuneration of employees, directors and supervisors in the current period, the basis for calculating the number of shares of employee compensation based on stock distribution, and the accounting treatment when the actual distribution amount is different from the estimated amount:

The company's estimated employee and director remuneration is calculated in accordance with the company's articles of association, with 1% to 15% as employee remuneration and no higher than 5% as director remuneration. If the actual distribution amount is different from the estimated amount, it will be included in the next year profit and loss .

  • C. The distribution of remuneration approved by the board of directors

  • (a)The amount of employee remuneration distributed in cash or stock and the remuneration of directors and supervisors . If there is any discrepancy from the estimated amount of recognized expenses in the year, the discrepancy, reason and treatment shall be disclosed :

The company's pre-tax net profit in 2024 and estimated employee remuneration of 223,245 and directors' remuneration of 111,622 in accordance with the company's articles of association were submitted to the resolution of the board of directors on March 11, 2025, and were all paid in cash. The annual recognized expenses and There is no difference in the amount of remuneration distributed by the board of directors.

  • (b)The ratio of the amount of employee remuneration distributed by stock to the total after-tax net profit and total employee remuneration in the individual or individual financial report of the current period: None.

  • D. The actual distribution of the remuneration of employees, directors and supervisors in the previous year (including the number of shares distributed, amount, and stock price), and if there is any difference between the remuneration of employees, directors and supervisors recognized, the difference, reason and Processing situation: On March 13, 2024, the Board of Directors approved the distribution of employee and director compensation. The employee compensation amounted to NT$1,937,065, while the director compensation amounted to NT$968,532, with both amounts distributed entirely in cash. The actual distribution was in accordance with the proposed distribution approved by the Board of Directors, with no differences.

  • E. Repurchase of the company's shares: None

63

2. The handling of corporate bonds:

(1) Issuance and conversion

Types of corporate bonds Types of corporate bonds The 3rd domestic unsecured conversion of
corporate bonds
The 4th domestic unsecured conversion of
corporate bonds
Issue (processing) date March 10, 2022 May 31, 2023
Denomination NT$ (the same below) 100 thousand NT$ (the same below) 100 thousand
Issue and trading place Not applicable (non-overseas corporate bonds) Not applicable (non-overseas corporate bonds)
Issue price NT$100.00 NT$100.00
Lump sum NT$500,000 thousand NT$400,000 thousand
Interest rate 0% 0%
Term 5-year term ; Maturity Date :Mar.10,2027 5-year term ; Maturity Date :May 31,2028
Guarantee agency None None
Trustee Chang Hwa Commercial Bank, Ltd. Trust
Office

Chang Hwa Commercial Bank, Ltd. Trust
Office
Underwriting agency President Securities Corporation President Securities Corporation
Attorney Qiu, Yawen Qiu, Yawen
CPA Chen, Peide, Chen, Junhong Chen, Peide, Chen, Junhong
Repayment method Repayment once due Repayment once due
Outstanding principal NT$12,700 thousand NT$46,900 thousand
Redeem or advance
terms of settlement
Detailed issuance and conversion method Detailed issuance and conversion method
Restrictions Detailed issuance and conversion method Detailed issuance and conversion method
Credit rating agency name, rating
date, corporate bond rating results
Not applicable Not applicable
Other
right
attached
Amount of converted
(exchanged
or
subscribed) ordinary
shares,
overseas
depositary receipts or
other securities as of
the publication date
of the annual report
None None
Issuance
and
conversion
(exchange
or
subscription) method
Detailed issuance and conversion method Detailed issuance and conversion method
Issuance and conversion,
exchange or subscription methods,
issuance conditions on possible
dilution of equity and impact on
existing shareholders' rights and
interests
Based on the current conversion price of
NT$27.90 and the issuance balance of
NT$12,700 thousand, the equity dilution ratio
is about 0.41 %.



Based on the current conversion price of
NT$34.46 and the issuance balance of
NT$46,900 thousand, the equity dilution ratio
is about 1.22 %.
The name of the entrusted
custodian of the exchange target
Not applicable Not applicable

64

Types of corporate bonds Types of corporate bonds The 5th domestic unsecured conversion of corporate bonds (processing)
Issue ( processing ) date April 9, 2025
Denomination NT$ 100,000
Issue and trading place Not applicable (non-overseas corporate bonds)
Issue price NT$100.00
Lump sum 500,000 thousand
Interest rate 0%
Term 5 years
Guarantee agency None
Trustee Changhua Commercial Bank Co., Ltd. Trust Office
Underwriting agency Uni-President Securities Co., Ltd.
Attorney Qiu Yawen
CPA Chen Peide, Chen Junhong
Repayment method Repayment once due
Outstanding principal 500,000 thousand
Redeem or advance
terms of settlement
Detailed issuance and conversion method
Restrictions Detailed issuance and conversion method
Credit rating agency name, rating
date, corporate bond rating results
Not applicable
Other
right
attached
Amount of converted
(exchanged or
subscribed) ordinary
shares, overseas
depositary receipts or
other securities as of the
publication date of the
annual report
None
Issuance and conversion
(exchange or
subscription) method
Detailed issuance and conversion method
Issuance and conversion, exchange
or subscription methods, issuance
conditions on possible dilution of
equity and impact on existing
shareholders' rights and interests
Not applicable
The name of the entrusted custodian
of the exchange target
Not applicable

65

(2) Conversion of corporate bond information

Types of corporate bonds Types of corporate bonds The 3rd domestic unsecured conversion of corporate bonds The 3rd domestic unsecured conversion of corporate bonds The 3rd domestic unsecured conversion of corporate bonds The 3rd domestic unsecured conversion of corporate bonds
Year
2022
2023 2024 As of
Item 2025/3/31
Convert the
market price
of corporate
bonds
Highest 107.00 159.00 131.00 195.00
Lowest 93.20 100.20 107.80 109.00
Average 102.81 121.38 113.75 159.92
Conversion price 28.60 28.30 27.90 27.90
Issue (processing) date Issued date : March 10 , 2022
Conversion price at the time
of issue

Conversion price at the time of issuance: NT$ 29.20
Fulfillment of conversion
obligations
Issuance of new shares
Types of corporate bonds Types of corporate bonds The 4th domestic unsecured conversion of corporate bonds The 4th domestic unsecured conversion of corporate bonds The 4th domestic unsecured conversion of corporate bonds
Year 2023 2024 As of
Item 2025/3/31
Convert the
market price
of corporate
bonds
Highest 127.00 110.00 162.00
Lowest 100.90 99.55 101.00
Average 112.34 103.65 133.38
Conversion price 34.90 34.46 34.46
Issue (processing) date Issued date : May 31 , 2023
Conversion price at the
time of issue
Conversion price at the time of issuance: NT$ 35.30
Fulfillment of conversion
obligations
Issuance of new shares
  1. Handling status of special shares: None.

  2. Handling status of overseas depositary receipts: None.

  3. Handling of employee stock option certificates: None.

  4. Handling of new shares with restrictions on employee rights: None.

  5. Handling of mergers and acquisitions or transfer of shares from other companies to issue new

  6. shares: None.

  7. Fund utilization plan and execution: None

66

III. Operation Overview

  1. Business Activities

  2. (1) Business scope:

    • A. The main activities of the company's business:

The company's current main business is the manufacture and sale of industrial computers and gaming machines. At the same time, it also provides motherboard processing business for security control and communication. The business items listed in the profit-seeking enterprise registration certificate are as follows:

CC01060 Manufacturing of wired communication machinery and equipment CC01070 Manufacturing of wireless communication machinery and equipment. CC01080 Manufacturing of electronic components. F401010 International trade industry. F113020 Wholesale of electrical equipment. F213010 Retailing of electrical equipment. F113070 Wholesale of telecommunications equipment. F213060 Retailing of telecommunications equipment. CC01101 Manufacturing of telecommunications control the radio frequency equipment

  • B. Operating ratio of main products
erating ratio of main products erating ratio of main products erating ratio of main products
B.
Unit: NT$ thousand
Year
2024
value
Items Revenue Proportion of business (%)
Gaming and Industrial Computers 1,262,073 35%
Aerospace and Defense Industry 2,311,369 65%
Total 3,573,442 100%
  • C. The company's current commodity (service) items

At present, the company is mainly specialized in the manufacturing and sales of gaming machines, industrial computers, aerospace ancillary equipment and spare parts. The main product items include the following:

  • (a) Gaming machines: gaming machines and their components such as gaming boards, barebone systems, player tracking systems, and machine frames.

  • (b) Industrial computer: all kinds of industrial computer motherboards and their components.

  • (c) Aerospace products: various wiring harnesses, customized cables, chassis wiring for the aerospace industry, etc.

  • D. New product (service) items planned to be developed

  • (a) Mechanisms: Develop power supply frames for light and thin intelligent system products, mainly used in gaming and intelligent system products.

  • (b) Electronics: the development of thin and light low-power embedded computers

67

and peripheral products, mainly used in gaming, industrial computers and peripheral products. Development of ultra-thin gaming machine frame .

  • (2) Industry overview

  • A. Current status and development of the industry

    • (a) Gaming and industrial computers:

The company's main products are industrial embedded motherboards and modules, embedded computer systems, and embedded box computers, which are used in fields such as smart gaming, smart retail, smart industrial control, network security, smart homes, smart transportation, and smart cities.

The industrial computer industry has reached a certain level of maturity after longterm development. It has a complete industrial structure, an abundant module supply chain, mass production management experience and small-scale and diverse capabilities. Currently, industrial computer manufacturers are moving towards manufacturing high value-added products. With the development focus of improving design capabilities and strengthening research and development of core technologies, coupled with the large number of applications of the Internet and the advent of the computer digital age, new business opportunities, new layouts and new markets have been created. The improvement and application of new technologies have rapidly expanded, and applications The field has expanded from simple factory automation to various industries and life, such as security products, monitoring products, traffic control, commercial transaction systems, medical care equipment, etc. The original application market continues to develop, and with the continuous expansion of new application fields, product categories tend to Diversification, the overall market size will continue to expand and grow.

In recent years, the application fields of industrial computer products have continued to expand, including medical, aerospace, communications, robotic automation equipment, smart grids, and the Internet of Things (IOT). Application products have been developed, and they will all contribute to the overall output value of domestic industrial computers. future growth momentum. Among them, robot automation equipment, Internet of Things products and intelligent application solutions have a wide range, and their future shipment growth is the most promising.

The characteristics of the industrial computer industry have always been that orders are mostly customized, with small quantities and diverse orders. Therefore, it is difficult for PC or EMS manufacturers to enter the industrial computer industry, allowing industrial computer manufacturers that maintain a high degree of flexibility and customization to maintain their niche. The blue ocean market for industrial computer products.

According to Statista, an international research consultancy, global end-user spending on IoT solutions is predicted to be US$418 billion in 2021, rising to

68

US$1.567 billion in 2025. The booming and diversified development of the Internet of Things industry in recent years has caused companies in various fields to invest large amounts of resources in development, most of which are transportation, retail, warehousing, medical, network security, intelligent solutions and manufacturing industries. Although the Internet of Things is an innovative concept, it is formed by the integration of three traditional industries, including the automation industry, telecommunications industry, and computer industry. The company and its subsidiaries start from interactive terminal products and focus on big data, Internet of Things, and intelligent applications. Product line development.

B. Aerospace and defense industry:

As the world continues to relax anti-epidemic policies and border controls in 2022, people around the world are rapidly increasing their willingness to travel across borders, prompting a strong recovery in passenger volume on domestic and international routes in North America, Europe and other regions. According to the International Air Transport Association ( According to statistics from IATA, global air passenger traffic has recovered to 74% of 2019 (pre-epidemic) in the first 10 months of 2022, driving demand for new passenger aircraft to rebound. The delivery volumes of Boeing and Airbus from January to October 2022 The annual growth rates also reached 35% and 8% respectively, effectively boosting the order volume of China's related parts manufacturers and injecting strong growth momentum into the industry's sales value. From January to October 2022, the industry's sales value reached 260.03 billion, a significant increase of 31.58% compared with the same period in 2021 (see Table 1 below for details).

As the (COVID-19) epidemic can be controlled, borders of various countries are gradually opening up, and tourism and business air passenger traffic has recovered rapidly, driving the performance of the overall aerospace industry to rebound. On the other hand, as governments and airlines around the world pay more and more attention to the issue of carbon reduction, new aircraft with high fuel efficiency can significantly reduce airline operating costs, prompting airlines to accelerate the replacement of old aircraft with new ones, and also drive the development of the aerospace industry. Demand is strong and moving in a fast and stable direction .

20 years (2022~2041) by Boeing and Airbus, the world's two largest aircraft manufacturers , including market demand and the need to replace old aircraft with new ones, the estimated demand for new aircraft is 41,170 aircraft respectively. and 39,490 aircraft, showing that the overall aviation industry will still show a steady growth trend in the next 20 years.

69

==> picture [255 x 130] intentionally omitted <==

==> picture [354 x 176] intentionally omitted <==

  1. The relationship between the upper, middle and lower reaches of the industry A. Gaming industry:

In the ecosystem of the gaming industry, operators such as casinos or amusement parks put forward the procurement requirements of gaming machines to the system integrator (SI). However, because the system integrator mainly focuses on software manufacturing, the hardware part of the machine is entrusted to the upstream Mainboard or hardware manufacturers, and finally sold to downstream casino operators by system integrators after combining hardware and software (details below), and Parpro Corporation Company is a manufacturer of gaming machines and related components. It is located upstream of the gaming industry. The upper, middle and lower reaches of the gaming industry are listed below:

70

==> picture [400 x 231] intentionally omitted <==

  • B. Industrial computer industry:

Industrial computer products are mainly computer-centric. The upstream component suppliers provide components such as IC, CPU, PCB board, liquid crystal display and casing, and the midstream is industrial control cards, single-board computers, embedded computers and bare-bones products. , domestic industrial computer manufacturers are mostly located in the middle reaches of the industrial chain, while the downstream sales part is to meet the needs of various markets, and because industrial computer products have a high degree of system integration and a wide range of product applications, most industrial computers are sold through system integrators (SI) ) or distributors to develop local potential customers, provide technical support nearby, or sell to relevant academic research institutes for system integration or testing. The correlation between the upper, middle and lower reaches of the industry can be illustrated as follows:

==> picture [419 x 158] intentionally omitted <==

C. Aerospace industry and defense industry:

The company's main products are aerospace accessory equipment and its components . Its main product, electronic wiring harness, is used in aerospace equipment. It is in the middle reaches of the industrial chain, and its upstream is the raw material industry. It is mainly divided into metal materials, plastic materials, Electroplating materials and copper wire are the four major parts, and the downstream is the application products

71

of various electronic wiring harnesses and integrated assembled products. Its application fields span aerospace, automobile and defense industries and other industries.

==> picture [402 x 179] intentionally omitted <==

  1. Various development trends and competition situations of products

  2. A. Gaming industry:

As more casinos (CASINOs) in Genting Casino in Malaysia, South Korea, Singapore and Vietnam in the communist country , and there are currently 140 locations in the world. The above countries are used as one of the important policy tools to develop or revitalize the tourism market and to assist the government in balancing the budget. In addition, the Golden Triangle area bordering Japan, Myanmar, Thailand and Laos (Laos) is also planning and building a modern casino to reap the huge benefits brought by gaming activities. In the future, the Asia-Pacific region is expected to become the largest gaming market in the world .

For example, the Singapore government has attracted the Genting Group of Malaysia and the Sands Group of the United States to build the "Resorts World Sentosa" (Resorts World Sentosa) and "Marina Bay Sands" (Marina Bay Sands) has two integrated resorts with casinos; Macau is benefiting from the fact that Chinese VIP customers have leapt to the world's largest casino (CASINO) , and its gaming revenue has already surpassed that of Latin America. Las Vegas is more than six times; In addition to the above, the Philippines and Vietnam are also competing to carve up the Asian market with a number of large casinos. The tourism and gaming industry (casino or gaming industry) is not just about gaming, but also includes tourist hotels, entertainment, tourism, convention and exhibition, shipping, catering, etc. The development of the gaming industry will bring many surrounding business opportunities and create jobs. Chance.

  • B. Industrial computer industry:

Looking forward to the future , various regional markets are actively promoting new infrastructure construction, and the visibility of orders in fields such as the Industrial Internet of Things and enterprise digital transformation is clear, which will help drive

72

the shipment of smart application products such as automation, 5G, and AIoT. Business opportunities after the lockdown will continue to ferment, and it will also promote The shipment performance of lottery machines, self-service, smart retail and other related products, as well as the acceleration of production capacity optimization and carbon emission management by various companies, are expected to drive ESG business opportunities. In addition, the shipment of deferred orders affected by material shortages will all Boosted the growth of industrial computer shipments. However, the world continues to face challenges such as inflation, rising interest rates, and geopolitical risks. There is still a risk that the international climate may change, which will affect customers' willingness to place orders or adjust orders, thus suppressing overall growth. However, it benefits from Increasing demand in most downstream application markets will help drive shipment growth in this industry.

  • (3) Aerospace and defense industry:

    • In response to the international civil aviation industry's demands for energy conservation, carbon reduction, weight reduction of aircraft, reduction of noise and exhaust emissions and other environmental trends, international aviation manufacturers are actively investing in green manufacturing technologies and launching new fuel-saving aircraft models to respond to environmental protection. In addition, because new types of aircraft have better fuel efficiency, they can help significantly reduce airlines' operating costs, thus prompting airline operators to accelerate their demand for aircraft replacement. At the same time, according to predictions by Boeing and Airbus, single-aisle aircraft will account for up to 75% of the demand for new aircraft in the next two decades , and have become the mainstream of the future aircraft replacement wave. (3) Overview of Technology and R&D
  • A. Research and development expenses invested in the most recent year up to the date of publication of the annual report: None

  • B. Technologies or products successfully developed in the most recent year and as of the publication date of the annual report

The company attaches great importance to research and development. In addition to investing manpower in Taiwan to be responsible for product research and development, there is also a research and development team in the United States to accelerate the speed of integrated product development and grasp the pulse of the market. So far, the company has launched Intel Bay Trail and Haswell platform and other architecture system platforms, as the application of intelligent systems and aerospace peripheral products, and also launched new versions of thin and light intelligent Single Stand and Extend Stand and other system products, which shows that the company has invested in key Efforts in the development of innovative components, and the strength of new product research and development.

In addition to continuing the current unfinished products and extending the existing series to expand product specifications, the company will continue to develop new/old product series with high added value and market competitiveness for different market segments and application fields, and actively expand emerging demand markets , innovation and

73

development of diversified application fields; in addition, the company controls the progress of research and development by project, and always pays attention to the development of science and technology, product trends, the situation of competitors in the same industry, changes in the supply and demand of the sales market and material supply market, etc. Factors that may affect the success of research and development , to ensure that the R&D plans can meet market demands and be completed on schedule.

  • (4) Long-term and short-term business development plans

Since its establishment, the company has focused on the excellent quality and stability of products, and actively contacted customers and the market. With the expansion of customers and the growth of the market, the company has successfully laid the foundation for product quality and company image in customer evaluations. Gradually occupy a place in the market . In response to industry development trends and domestic and foreign market competition, we hope to enrich the company's strength and enhance overall production capacity and competitiveness through the practice of the following long-term and short-term development plans.

  1. Short-term business development plan

  2. Fully understand customer needs and market information, and actively communicate product specifications and quality requirements with customers to improve the consistency of production in the factory to improve quality stability.

  3. Provide customers with convenient and fast services, consolidate existing customer relationships, and actively start the development of new customers, and continue to expand sales and market share.

  4. Actively maintain a good partnership with upstream and downstream manufacturers, so that the cooperative manufacturers can fully cooperate, the product cost is more competitive, and the sales network is more smooth.

  5. Deeply cultivate the three major fields of gaming, industrial computers, aerospace and national defense , and diversify the risk of concentrating on a single industry.

  6. Strengthen the research and development of key components and new product lines, such as high-speed spindle, high-speed feed and other products.

  7. Strengthen inventory and accounts receivable management, reduce capital demand, and reduce capital costs.

  8. Long-term business development plan

  9. Actively set up other overseas bases to improve the timeliness and quality of aftersales service and the functions of real-time technical support. Actively establish distributor channels for undeveloped countries or regions.

  10. Cultivate international marketing talents and fully grasp international market information to achieve the goal of internationalization.

  11. Utilizing the funds in the capital market allows the company to have more sufficient resources for the company's financial and capital use in the face of market competition, so as to obtain the company's continuous growth.

74

  • Through acquisitions or strategic alliances, go deep into the upstream and downstream supply chains, and actively seek a vertical integration model to effectively develop new products and new business areas.

  • Strengthen the research and development of key components and new product lines.

  • Develop the Taiwan head office to be upgraded to a research and development, manufacturing and financial control center. In addition, it can quickly grasp market information, new product design and technology, and market strategy information in response to the changing environment of the global economy. This management model can Pave the way for future multinational enterprise management.

2. Market and Production and Sales Overview

(1) Market analysis

  1. Sales (supply) regions of main products (services)
Unit: NT$thousand Unit: NT$thousand
Year
Sales regions
2024
Sales Ratio(%)
Asia 1,302 0.04
Europe 5,039 0.14
America 3,567,101 99.82
Total 3,573,442 100.00

2. Market share

The gaming, industrial computer and aerospace products of the company and its subsidiaries are industries with a small amount of variety and a high degree of customization. The R&D team gradually obtains and maintains the trust relationship of major customers, and continuously introduces new products and develops new markets, upholds innovative technology, improves customer satisfaction, and expects to become a world-class leader in its industry field. However, because there is no statistical data from institutions with credibility in China for reference, it is impossible to clearly know the market share of the company. However, the industry prospects of the three fields in the future are promising, so it is expected that the company and its subsidiaries will continue to improve Market position in the industry.

  1. The future supply and demand situation and growth of the market

  2. (1) Gaming and industrial computers

According to the global market research by MarketsandMarkets, the size of the industrial computer market reached 5 billion USD in 2023, and it is expected to grow to 6.6 billion USD by 2028. The average growth rate over the past five years has been about 5.5%, indicating moderate growth, and it is considered a long-term niche industry.

75

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With the development of global technological trends, according to international market research by BusinessWire, the global AIoT (Artificial Intelligence of Things) market size is expected to reach 83.6 billion USD by 2027.

==> picture [385 x 285] intentionally omitted <==

  • (2) Aerospace and defense industry

According to Boeing's forecast of the future development of the global aviation industry in the next 20 years (2022~2041) , the average annual growth rate of global air passenger traffic in the next 20 years is 3.8% , and the demand for new aircraft is approximately 41,170 , with the main demand being single-aisle aircraft. airliner. Airbus estimates that the average annual growth rate of air passenger traffic in the next 20 years will be 3.6% , with a total demand for new aircraft of approximately 39,490 , and the main demand will still be single-aisle passenger aircraft. Forecast data from the two major aircraft manufacturers show that the overall demand for aircraft will show a steady growth trend in the next 20 years.

76

  1. Competitive Niche

  2. Industry business opportunities continue to be optimistic.

  3. The market positioning is clear and the product line is complete.

  4. Planned and flexible production to grasp market opportunities.

  5. With strong research and development capabilities, the products have been repeatedly recognized.

  6. Flexible, fast and stable quality customized technology.

  7. Professional marketing, R&D, and manufacturing teams.

  8. With "process design and innovation, manufacturing and pragmatism, service and quality first", we will stick to our commitments to customers, suppliers, employees, shareholders and all stakeholders.

  9. Favorable and unfavorable factors and countermeasures for development prospects

  10. (1) Favorable factors:

    • A. Targeting a niche product market

    • B. Fast delivery and stable quality

    • C. Have a well-organized excellent R&D, marketing and manufacturing team

    • D. Capacity utilization is flexible and efficient , and has a small amount of diverse mass production capacity

    • E. Diversified product management, reducing operational risks

    • F. Tailor-made customer service, attach importance to customer commitments and establish a good cooperative relationship

  11. (2) Unfavorable factors:

    • A. Customized production is characterized by a small amount of variety. The production scale of a single product cannot be compared with a large number of standardized products. The production cost and parts procurement cost will be relatively high.

Countermeasures:

Tailor-made high-value-added application products with market advantages for customers, and provide technical solutions to expand the differences with market standard products and avoid the vicious circle of low-cost competition in the same industry. In addition , through strategic procurement, the cost and inventory of key components are controlled.

  • B. The scale of competitors in the same industry is getting bigger and bigger, and there is a tendency to combine or strategic alliance with international manufacturers to seize the market.

Countermeasures:

To strengthen cooperation with customers, in addition to being committed to improving yields and shortening delivery times to meet customer requirements, we

77

also look forward to strategic alliances and cooperation with international major manufacturers to strengthen our company's competitiveness.

Important uses and production processes of main products

  1. Important uses of main products
Main product Important purpose
Gaming
machine
It is widely used in the manufacture of complete machines
and parts of international first-line gaming machines
(mainly slot machines), including single-board boards,
barebone systems, machines, and player tracking systems.
Industrial
computer
Including the manufacture of various industrial computer
motherboards, the products are widely used in security
control , testing , transportation and other industrial
purposes, with the characteristics of high stability and
strong environmental endurance.
Aerospace
related products
Including the manufacture and sales of components for
communication, control, and signal transmission harnesses
in the aerospace industry .
  1. Production process

A. Gaming and industrial computer

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----- Start of picture text -----

SMT
目檢
DIP
Touch Up
OK
OK
組裝
燒機 Burn-In
NG
OK
測試 Testing
維修
NG OK
維修
成品檢驗
入庫
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B. Aerospace and Defense Industry

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(a)Electrical
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(b)Metals
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79

  • (2) Supply status of main raw materials

The company's current supply of main raw materials is as follows:

raw material source of supply Availability
SSD & DDR APACER Stable supply
IC AVNET,ARROW Stable supply
VIDEO CARD AVNET Stable supply
POWER SUPPLY FSP Stable supply
  • (3) List of major purchase and sales customers in the last two years

Names of customers who accounted for more than 10% of the total purchase (sales) in any of the most recent two years, their purchase (sales) amount and proportion, and reasons for their increase or decrease:

  • (A) Major purchasers:

Information on major purchasing suppliers in the past two years

Unit: NT$ thousand

Item 2023 2024
Name Amount Accounted for
the whole year
Net sales ratio
(%)
Relationship
with Issuer
name the amount Accounted for
the whole year

Relationship
with Issuer
Net sales ratio
(%)
Other Other 2,170,864
100.00
- Other 1,730,468 100.00
Net
Purchase
2,170,864
100.00
- Net
Purchase
1,730,468 100.00

Explanation of reasons for increases and decreases: None

  • (B) Main sales customers:

Information on major sales customers in the past two years

Unit: NT$ thousand

project 2023 2024 2024 2024

Name
Amount Accounted for
the whole year
Relationship
with Issuer

name
the amount Accounted
for the
whole year
Relationship
with Issuer
Net sales ratio
(%)
Net sales
ratio (%)
1 Company
A
827,474
24.24
None Company
A

486,200
13.61 None
2 Company
Q
378,190
11.08
None Company
Q

457,270
12.80 None
3 Company
D
390,275
11.43
None Company
D

349,327

9.78
None
5 Other 1,818,432
53.25
Other 2,280,645 63.81
Net sales 3,414,371
100.00
Net sales
3,573,442
100.00

Explanation of reasons for increases and decreases: Mainly due to changes in market and customer supply and demand, resulting in increases and decreases in sales to customers.

  • 80-

3. The number of employees employed in the last two years and as of the date of publication of the annual report, the average length of service, average age, and educational background distribution ratio

ion ratio
Unit: person; %

Item
Year 2023 2024 As of
Apr. 30,2025
Employee
numbers
(people)
Direct
employees
421 430 447
Indirect
employee
274 280 295
R & D
personnel
1 1 1
total 696 711 742
Average age ( years old ) 40 50 49
Average years of service
(years)
9 7 8
Educational
distribution
ratio
(%)
Doctor 0 0 0
Master 2 2 2
College 15 19 18
High school 44 46 43
Below high
school
39 33 37
Total 100 100 100

4. Environmental protection expenditure information

In the most recent year and up to the date of publication of the annual report, the losses suffered due to environmental pollution (including compensation and environmental protection audit results in violation of environmental protection laws and regulations, the date of punishment, the name of the punishment, the violation of laws and regulations, the content of violations of laws and regulations, and the content of punishment should be listed), And disclose the estimated amount and countermeasures that may occur at present and in the future. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be explained: None.

5. Labor relations

  • A.List the company's various employee welfare measures, advanced education, training, and retirement systems and their implementation, as well as the agreement between labor and management and the protection measures for employees' rights and interests:

  • (1) Procrastination and implementation of employee welfare measures:

In order to improve employee welfare, the company has established an employee

  • 81-

welfare committee according to law to allocate welfare funds on a regular basis. At present, the main points of the company's welfare measures are as follows:

  • A. Annual year-end bonuses are awarded based on the company's operating performance.

  • B. Employee compensation is allocated annually in accordance with the company's bylaws, in the form of cash or stock.

  • C. Employees have the option to subscribe for shares during capital increase.

  • D. Employees are required to participate in labor insurance, national health insurance, and group accident insurance.

  • E. Gifts are given to employees for the holidays, Labor Day, birthdays, weddings, and condolences for illness or bereavement.

  • F. Regular health check-ups are conducted annually.

  • G. Regular training sessions are held to improve professional skills.

  • H. A "Employee Welfare Committee" is established to promote employee benefits, and activities such as outings, travel, and year-end dinners are organized periodically to strengthen employee relationships, enhance cohesion, and boost morale

  • (2) Further study, training and implementation :

Employees are the company's most important assets, so the company attaches great importance to talent cultivation and pays attention to the future development of talents. In order to improve the quality and work skills of employees, strengthen work efficiency, quality and career planning, the company has formulated "education and training procedures" based on the needs of employees. .

First week of registration, new employees will be given instructions on company introduction, salary and benefits, attendance system and labor safety, etc., so that they can understand the company's relevant rules, systems, functions of each department and job functions, and learn the work requirements. basic knowledge .

In terms of functional training: various educational trainings (including internal and external education and training), including general training, professional skills training, management ability training, quality management training, and safety and health training, are implemented from time to time for all employees to establish a complete skill development, Inspiration for employees’ self-growth .

In addition to its own education and training courses, the company also has external training and an internal lecturer system to continuously provide a more optimized and diversified learning environment, strengthen the work skills of colleagues, improve the quality of talents, and then reserve to respond to future market trends and environmental changes The energy and organizational competitiveness have increased even more .

  • 82-

  • (3) Employee retirement system and its implementation:

In accordance with the relevant provisions of the Labor Standards Act, the company, after labor-management negotiations in 2016, settled the work years prior to the application of the Labor Pension Act in a lump sum and closed the labor pension reserve account. To date, for employees covered by the Labor Pension Act, the company contributes 6% of their monthly salary to the individual pension account at the Labor Insurance Bureau. In 2024, a total of NT$618,000 was contributed.

  • (4) Protection measures for working environment and personal safety of employees : The company has complied with the Labor Standards Act and other relevant regulations to protect the legal rights of employees. To foster harmonious labormanagement relations, the company regularly holds labor-management meetings and provides employees with channels for complaints, ensuring sufficient communication and feedback. Since its establishment, the company has maintained harmonious labormanagement relations, with no disputes occurring in recent years.

The company has established an Employee Welfare Committee to implement various employee welfare policies. The committee has set up comprehensive welfare measures and management procedures, clearly outlining employee rights, obligations, and welfare items. It also regularly reviews the welfare content and implementation status to safeguard employee rights.

  • (5) The agreement between labor and management and various measures to protect the rights and interests of employees:

The company has safeguarded the legitimate rights and interests of workers in accordance with the Labor Standards Act and other relevant laws and regulations. In order to create a harmonious labor-management relationship, the company holds regular labor-management meetings and provides channels for employees to complain, so that the channels for employees to complain are smooth. Since its establishment, the company has a harmonious labor-management relationship, and there have been no disputes in recent years .

The company has established comprehensive welfare measures and various management measures, which clearly stipulate the rights and obligations of employees and welfare items, and regularly review the content of welfare to protect the rights and interests of employees.

  • B. List the losses suffered due to labor disputes in the most recent year and up to the date of publication of the annual report (including labor inspection results that violate the Labor Standards Act, and the date of punishment, the name of the punishment, the violation of laws and regulations, the content of violations of laws and regulations, and the content of punishment should be listed), And disclose the estimated amount and countermeasures that may occur at present and in the future. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be explained:

Since the establishment of the company, the relationship between labor and capital has

  • 83-

been harmonious, and no loss has occurred due to labor disputes. It is estimated that the possibility of losses due to labor disputes in the future is extremely low.

  1. Information security management

  2. (1) Describe the information security risk management framework, information security policies, specific management plans, and resources invested in information security management, etc.:

    1. Information Communication Security Risk Management Framework

The company has established a dedicated information security unit in accordance with the information security risk management framework, appointed information security supervisors and dedicated information security personnel , and regularly reviews information security policies and implementation.

  • (1) Information Security Organization: Establish the company's "Information Security Team" to be responsible for the prevention and crisis management of the company's information security.

  • (2) Information security organization members: The "Information Security Team" is composed of the general manager, information security director, information security personnel and heads of departments. It is responsible for coordinating and discussing information security policies, plans, resource scheduling and other matters. The meeting will be convened by the company’s information security manager.

  • (3) Information security organization meeting timing: In principle, one meeting will be held every year, and additional temporary meetings may be held as needed .

  • (4) The information security team meets once a year to review information security policies and management plans .

  • Information Security Policy

In order to ensure that the personnel, data, information systems, equipment and network security related to the company's information operations comply with the requirements of relevant laws and regulations, this information security policy is specially formulated to establish a safe and normal operating environment and ensure that the company's computers Data, system equipment and network security , ensuring the sustainable operation and operation of the company's business, including the company's personnel security management and education and training, computer equipment security management, data security management, network security management, network access security control, System and network intrusion processing, physical environment security management and other work items.

  1. Specific management plan

  2. (1) Network security : set up an enterprise-level firewall with strict control rules and apply a network behavior management mechanism to monitor abnormal network behavior.

  3. 84-

    • (2) Device security : Computer devices are equipped with anti-virus and endpoint protection software, which is the last layer of protection for network terminals.

    • (3) Data security : There is an account and password management mechanism, and special access rights are set up according to business duties to control data access.

    • (4) System security : important information systems are built with high availability and backup backup mechanisms to ensure the continuous operation of the company's business.

    • (5) E-mail security : Import a comprehensive e-mail filtering mechanism to actively defend against various phishing and malicious threat e-mails.

    • (6) Overall information security systemic risk assessment and improvement: Through a third-party objective and professional information security platform or vendor, we assist the company in diagnosing information security vulnerabilities and risks, and provide improvement suggestions. The company will evaluate the information security risks and impact severity based on the Arrange relevant information security improvement work plans.

  4. Invest resources in information security management

    • (1) Regularly inspect the overall information system security and submit inspection reports .

    • (2) Inspection of personal computers and software .

    • (3) Annual information security education and training .

  5. (2) List the losses, possible impacts and response measures suffered due to major information security incidents in the most recent year and up to the date of publication of the annual report. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be stated: None.

  6. 85-

7. Important contracts:

Contract
nature
Parties Contract Term Main content Limit
terms
Medium-term
loan
Panhsin Bank 2022/09/28~2025/09/28 Medium-term
Unsecured Loan
None
Medium-term
loan
Shanghai Commercial & Savings Bank 2023/8/21~2026/8/21 Medium-term
Unsecured Loan
None
Medium-term
loan
TAICHUNG COMMERCIAL BANK Co.,
Ltd.
2024/10/15~2027/10/15 Medium-term
Unsecured Loan
None
Lease Liu Shi-Hui / You Xian-Jin / Ye Feng-
Qin
2024/7/10~2025/7/9 Office rental None
Lease SHIHLIN ELECTRIC &
ENGINEERING CORPORATION
2023/2/1~2026/1/31 Office rental None
Lease Proyectos y Construcciones Musa SA
de CV
2018/06/14~2029/12/13 Factory rental None
Lease Carlo Enrique Muzquiz Davila 2023/12/08~2034/12/31 Factory rental None
Lease Schnitzer Valley Freeway, LLC 2024/03/20-2027/04/30 Factory rental None
Lease 2722 S. FAIRVIEW PROPERTIES,
LLC
2021/11/01~2028/10/31 Factory rental None
Lease PACIFIC SOTHEBY'S
INTERNATIONAL REALTY
2022/03/15~2025/12/31 Factory rental None
  • 86-

IV. Financial overview

  1. Review and Analysis of Financial Status and Financial Performance and Risk Matters

1. Financial status

  • (1) The main reason and impact of major changes in consolidated assets, liabilities, and equity in the last two years . If the impact is significant, the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Financial status
(1) The main reason and impact of major changes in consolidated assets,
liabilities, and equity in the last two years . If the impact is significant,
the future response plan should be explained:
Unit: NT$ thousand
Year
2024
2023 Increase or decrease
Item Amount Amount Amount %
CurrentAssets 2,044,809 2,122,070 (77,261) (3.64)
Financial Assets Measured At Fair Value
through Other Comprehensive Income
29,982 48,448 (18,466) (38.12)
Investments UsingTheEquityMethod 553,995 590,166 (36,171) (6.13)
Property,Plant andEquipment 132,339 133,121 (782) (0.59)
IntangibleAssets 553,230 529,297 23,933 4.52
Other Assets 184,237 211,999 (27,762) (13.10)
Total Assets 3,498,592 3,635,101 (136,509) (3.76)
Current Liabilities 824,316 959,205 (134,889) (14.06)
Non-CurrentLiabilities 550,627 672,771 (122,144) (18.16)
Total Liabilities 1,374,943 1,631,976 (257,033) (15.75)
Share Capital 984,888 983,789 1,099 0.11
Capital Reserve 647,009 642,138 4,871 0.76
RetainedEarnings 363,974 400,323 (36,349) (9.08)
Other Equity 106,649 (23,125) 129,774 561.18
Non-ControllingInterest 21,129 0 21,129 100.00
TotalShareholders' Equity 2,123,649 2,003,125 120,524 6.02
Explanation for analysis of changes in increase or decrease ratio: (if the increase or decrease
is more than 20%, and the amount of change is 10,000 thousand)
A.
Decrease in financial assets measured at fair value through other comprehensive
income: This is mainly due to the sale of stocks.
B.
Increase in other equity: In 2024, due to the appreciation of the U.S. dollar against the
New Taiwan Dollar, the exchange gains from the translation of financial statements of
foreign subsidiaries significantly increased.
C.
Increase in non-controlling interests: This is mainly due to the increase in investment
in subsidiaries not proportionate to the ownership stake.

(2) Future coping plans:

There is no major abnormality in the overall performance of the company, so there is no need for a response plan. In the future, we will continue to focus on the improvement of business performance and the stable growth of profits, and improve the company's financial structure to reduce financial burdens.

  • 87-

2. Financial performance:

1. Financial performance analysis for the last two years:

Unit: NT$ thousand

Item 2024 2023 Increase
(decrease)
Amount
Change
ratio%
Operating income 3,573,442 3,414,371 159,071 4.66
Operating profit 505,564 478,816 26,748 5.59
Operating expenses 401,100 321,708 79,392 24.68
Operating (loss) 104,464 157,108 (52,644) (33.51)
Non-operating income
and expenses
(58,358) (16,437) (41,921) (255.04)
Net (loss) profit
before tax
46,106 140,671 (94,565) (67.22)
Income tax (44,629) (60,351) 15,722 26.05
Net (loss) profit for
the year
1,477 80,320 (78,843) (98.16)
Explanation for analysis of changes in increase or decrease ratio: (if the increase or
decrease is more than 20%, and the amount of change is 10,000 thousand)
A.
Increase in operating expenses and decrease in operating income: The main
reason is that in 2024, the U.S. subsidiary received a government ERC tax
refund subsidy, which reduced operating expenses. However, there was no
such event in 2025, resulting in a decrease in operating income compared to
2024.
B.
Increase in non-operating net expenses: This is mainly due to the increased
losses from associates accounted for using the equity method.
C.
Decrease in pre-tax net income: This is primarily due to the increase in the
aforementioned management expenses and the increased losses from
associates accounted for using the equity method.
D.
Decrease in income tax expense: This is mainly due to the reduced
profitability.
E.
Decrease in net income for the year: This is primarily due to the reduced
profitability and the associatedincome taxexpense.
  1. The expected sales volume and its basis, the possible impact on the company's future financial business and the response plan:

The Company has not announced a financial forecast for 2025. However, Company will prudently respond to current and future global political and economic developments, aligning with the Group’s product strategy and adjusting production capacity accordingly. Based on Company’s past operational trajectory and ongoing negotiations with customers regarding orders, the goal for 2025 is to achieve stable and organic growth in product sales volume and value.

  • 88-

3. Cash flow

  • (1) Analysis of cash flow changes in the most recent year:
Unit: NT$ thousand Unit: NT$ thousand
Opening
cash balance
Annual net cash
flow from
operating
activities
Net cash flow
from other
activities for
theyear
Cash surplus
(Insufficient)
amount
Remedial Measures for
Cash Insufficiency
investment
plan
financial
plan
195,552 427,210 (125,905) 496,857 Not
applicable
Not
applicable
  • (1) Business activities:

The net cash inflow amounted to NT$427,210 thousand, primarily due to stable operating profits during the period, as well as effective management in improving accounts receivable collection and reducing inventory levels.

  • (2) Net cash flow from other activities for the year:

The net cash outflow amounted to NT$125,905 thousand, primarily due to repayment of bank loans, redemption of convertible bonds by bondholders, payment of cash dividends, and expenditures for plant renovation during the period.

  • (2) Improvement plan for insufficient liquidity : None.

  • (3) Analysis of cash flow in the coming year:

Unit: NT$ thousand Unit: NT$ thousand
Opening
~~c~~ash balanc~~e~~
Annual net cash
flow from
operating
activities
Net cash flow
from other
activities for
the year
Cash surplus
(Insufficient)
amount
Remedial Measures
for Cash
Insufficiency
investment
plan

financial
plan
496,857 146,629 120,489 763,975

The Company expects a net cash inflow from operating activities of NT$146,629 thousand in fiscal year 2025, along with an anticipated net cash inflow from other activities totaling NT$120,489 thousand, resulting in a projected year-end cash balance of NT$763,975 thousand.

  1. The impact of major capital expenditures on financial business in the most recent year: None.

  2. 89-

  3. Reinvestment policy for the most recent year, main reasons for its profit or loss, improvement plan, and investment plan for the next year:

  4. Reinvestment policy

    • Depending on the company's business development and sustainable operation needs, in line with the group's goals of operating expansion, ensuring production capacity, and serving customers nearby, it is mainly for long-term holding. If there is any transfer of investment, it will follow the "investment cycle" of the company's internal control system and "Procedures for Acquiring or Disposing of Assets".
  5. Gain or loss from reinvestment:

  6. In the year 2024, the company recognized a share of the losses from subsidiaries and associates accounted for using the equity method, amounting to a net loss of 33,843 thousand NTD. This is mainly due to the decrease in orders from the associate caused by the rising prices of raw materials and transportation costs, along with weak customer demand.

    • Improvement Plan: The associate is expected to undergo organizational adjustments and business optimization, gradually ending loss-making operations, strengthening cost control, and expanding the development of new industrial applications, with the goal of improving operations and profitability.
  7. Investment plan for the next year: Appropriately evaluate the investment funds for each reinvestment business according to the needs of the group's operation and development.

  8. Analysis and evaluation of risk management

  9. (1) The impact of interest rate, exchange rate changes, and inflation on the company's profit and loss in the most recent year and as of the date of publication of the annual report, and future response measures:

    • A. Impact on the company's profit and loss
response measures:
act on the company's profit and loss
Unit: NT$ thousand
Item 2024
Interest (income) expense 19,916
Exchange (loss) gain 11,095
Ratio of net interest income to net revenue 0.56%
Ratio of net interest income to net profit before tax 43.20%
Ratio of net exchange gain and loss to net revenue 0.31%
Ratio of net exchange gain and loss to net profit before tax 24.06%
  • B.The company's future response measures

  • A. Changes in interest rates:

The company's ratio of net interest income and expenses to net revenue and pretax net income ratio for 2024 were 0.56 % and 43.20 % respectively.

The financial department of the company pays attention to the changes in interest rates at any time, and keeps in close contact with the bank to obtain more favorable loan interest rates, so as to minimize the impact of interest rate changes on the company. In addition, we will also comprehensively consider the capital cost of various financing tools and the company's financial situation, select the most suitable working capital structure, and evaluate the increase in the ratio of

  • 90-

self-owned funds in a timely manner.

  • B. Exchange rate changes:

The company's ratio of net exchange profit and loss to net revenue and pre-tax net income ratio for 2024 were 0.31% and 24.06% respectively . The company has taken the following possible response measures:

  • ①Foreign exchange fund dispatching, using self-owned foreign exchange income to cover foreign exchange expenditures, reducing exchange risk.

  • ②Collect information about exchange rate changes at any time, and fully grasp the exchange rate trend, so as to decide the time to convert currency or keep it in the foreign exchange account .

  • ③Improve product quality and its added value, reflect the cost in a timely manner when the exchange rate fluctuates, and adjust the selling price .

  • C. Inflation:

The recent annual price index is still within a reasonable range, and inflation will not have a significant impact on the company's profit and loss.

  • (2) Policies for engaging in high-risk, high-leverage investments, capital lending to others, endorsement guarantees, and derivatives transactions in the most recent year and as of the date of publication of the annual report , the main reasons for profit or loss, and future countermeasures:

  • A. Engage in high-risk, high-leverage investment: no such case.

  • B. Fund loan to others:

Our company has established the "Operating Procedures for Capital Loans to Others", and the relevant capital loans to others are handled in accordance with the operating procedures. As of the date of publication of the annual report, the circumstances of the Company’s board of directors’ approval of quota of capital loans to others are as follows:

  - (a) The company has no capital loan to its subsidiary.

  - (b) Subsidiary Parpro Holdings Co., Ltd loan of USD 2,200,000 to subsidiary AP Parpro, Inc.

  - (c) Subsidiary Parpro Technologies, Inc. has a capital loan of US$2,800,000 to subsidiary Parpro (Nevada), Inc.

  - (d) Subsidiary Parpro Technologies, Inc. has a capital loan of US$10,100,000 to subsidiary AP Parpro, Inc.

  - (e) Subsidiary Parpro (Nevada) loan of US$1,000,000 to subsidiary AP Parpro, Inc.
  • C. Endorsement Guarantee : None.

  • D. Derivative commodity trading: None.

  • (3) Future R&D plans and estimated R&D expenses

In addition to continuing the current unfinished products and extending the existing series to expand product specifications, the company will continue to develop new/old product series with high added value and market competitiveness for different market

  • 91-

segments and application fields, and actively expand emerging demand markets , innovation and development of diversified application fields; in addition, the company controls the progress of research and development by project, and always pays attention to the development of science and technology, product trends, the situation of competitors in the same industry, changes in the supply and demand of the sales market and material supply market, etc. Factors that may affect the success of research and development , to ensure that the R&D plans can meet market demands and be completed on schedule.

The company's research and development is based on customer needs, product categories and market trends . The research and development progress is based on customer demand and timely adjustments based on operating conditions and industry trends ..

  • (4) The impact of major policy and legal changes at home and abroad on the company's financial business and countermeasures

The Company continues to pay attention to changes in the domestic and international political and economic environment, important policies and laws, and analyzes and reviews their impact at any time . It also cooperates with the review and revision of the Company's important letters and orders issued by the competent authorities on corporate governance and risk control. Follow control mechanisms. It has been assessed that the aforementioned changes have no significant impact on the company's financial operations in 2023 and as of the date of publication of the annual report .

  • (5) The impact of technological changes (including information security risks) and industrial changes on the company's financial business and countermeasures Since its establishment, the company has been actively involved in product design, sales channels, and research and development innovation. In recent years, various new technologies have continuously emerged, such as mobility services, big data applications, self-service unmanned stores, cloud software services, and other innovative applications. The company has fully grasped the trends of technology and the industry, introducing new product designs to provide innovative applications. As a result, the company has correctly positioned its products and, in combination with flexible sales strategies and a widely distributed market network, has maintained a competitive edge. Furthermore, the company’s products are customized, providing a competitive niche with a broad range of applications and flexible customization capabilities, while maintaining stable profitability. In terms of information security, the company conducts internal and external audits annually to ensure the continuous effectiveness of its management system. No significant anomalies have occurred in the most recent year. After assessing technological, information security risks, and industry changes, it has been determined that these factors have not had a significant impact on the company's financial and business performance for the most recent year or up until the date of the annual report’s publication.

  • (6) The impact of corporate image changes on corporate crisis management and countermeasures

  • 92-

The company adheres to the operating principles of professionalism and integrity, and attaches great importance to corporate image and risk control. Therefore, the corporate image is still good, and there are no illegal incidents or changes in corporate image, and there is no violation of laws and principles of integrity to affect corporate image Things happen.

  • (7) Expected benefits, possible risks and countermeasures of mergers and acquisitions

The company will still regard mergers and acquisitions as one of the main axes of future business strategy development. Comprehensively consider whether the merger and acquisition can bring long-term and specific benefits to the company/group to ensure the maximum interests of shareholders.

  • (8) Expected benefits, possible risks and countermeasures of plant expansion : None.

  • (9) Risks and countermeasures faced by centralized purchase or sales

The company's purchase mainly considers factors such as procurement strategy and market price changes, so it diversifies its purchases from suppliers and there is no risk of centralized purchase.

The company's main sales customers account for about 10 to 25% of the revenue, and most of them are listed companies in North America. In addition, we have established very deep cooperative relationships with customers. For the company, orders and revenue The quality is relatively stable. In addition, in order to diversify the risk that sales may be concentrated in a single industry, the company will still actively invest in the development of product application fields, such as medical, network communications, satellite networks, cloud computing and national defense applications. In the future, it will invest more resources to continue to develop new products. models and new customers.

  • (10) Directors, supervisors or major shareholders holding more than 10% of the shares, the impact, risk and countermeasures of a large number of equity transfers or replacements on the company: None.

  • (11) Impacts, risks and countermeasures of the change of management rights on the company : None.

  • (12) Litigation or non- litigation events : None.

  • (13) Other important risks and countermeasures: None.

  • Other important matters : None.

  • 93-

VIII. Special records

  1. Relevant information of related enterprises:

  2. (1) Affiliated business merger business report

    1. Relational enterprise map (March 31 , 2025)

==> picture [383 x 199] intentionally omitted <==

2. Basic information of each affiliated enterprise

Unit: Thousands of New Taiwan Dollars/Thousands of Foreign Currencies

Company Name Date of
establishment
address Paid-in
capital
Main business or
production items
Parpro System
Corporation
2004.01.07 Taipei City 12,703
Industrial Computer
Development, Design,
and Sales
Parpro Holdings Co.,
Ltd.
2012.09.24 British virgin
islands
USD41,990 Investment holding
company.
Anderson Industrial
Corp.
1972.07.21 Taipei City 470,758
Non-metallic computer
numerical control
machining center .
Rayder Machinery
Corporation
1990.10.02 Taiwan 56,507
Manufacturing and
trading of electronic
machinery and
peripheral products
AP Parpro, Inc. 2012.10.31(Note) U.S. USD19,257
aerospace , national
defense , Netcom ,
smart retail and medical
care .
Parpro (Nevada), Inc. 2013.12.13(Note) U.S. USD3,676 industrial computers
andgamingmachines.
Parpro Quality, Inc. 2016.04.01 U.S. USD23,955 Investment holding
company.
Parpro Technologies,
Inc.
2016.04.01 U.S. USD23,500
Aerospace , national
defense , Netcom , and
medical.

Note: It is the date when the company invested and purchased the company.

  • (1) Affiliated companies directly or indirectly controlled by the company in terms of personnel, finance, or business operations in accordance with Article 369-2 of the

  • 94-

Company Law : None.

  • (2) According to Article 369-3 of the Company Law, it is presumed to have control and affiliated companies: None.

  • The industries and division of labor covered by the overall related enterprises

    • (1 ) Parpro System Corporation: Industrial Computer Development, Design, and Sales

    • (2 ) Parpro Holdings Co., Ltd.: Investment holding company.

    • (3 ) Anderson Industrial Corp.: a strategic investment for the company.

    • ( 4) Rayder Machinery Corporation: manufacturing and trading of electronic machinery and peripheral products.

    • (5 ) AP Parpro, Inc.: Production and sales of electronic components such as aerospace , national defense , Netcom , smart retail and medical care .

    • (6) Parpro (Nevada), Inc.: responsible for the sales of industrial computers and gaming machines.

    • (7) Parpro Quality , Inc.: Investment holding company.

    • (8) Parpro Technologies , Inc.: Production and sales of electronic components such as aerospace , national defense , Netcom , and medical care

  • The names of the directors, supervisors and general managers of each affiliated

company and their shareholding or capital contribution to the company

Unit: thousand shares/1 March 31 , 2025

Company
Name
Job title name or representative Hold shares Hold shares
Number of
shares
(thousand
shares)

shareholding
ratio
Parpro System
Corporation
Director Parpro
Corporation
Technology Co., Ltd.
Representative: Liao Wenjia


3,000
60%

Director
Parpro
Corporation
Technology Co., Ltd.
Representative: Wu Hsiu Pi

3,000
60%
Director Parpro
Corporation
Technology Co., Ltd.
Representative: SongXinda


3,000
60%
Parpro
Holdings Co.,
Ltd.
Director Parpro
Corporation
Technology Co., Ltd.
Representative: Liao Wenjia


42
100%
Anderson
Industrial Corp.
Chairman Yunyong Investment Co.,
Ltd.
Representative
:
Liao
Wenjia


12,700
6.63%
  • 95-
Director Yunyong Investment Co.,
Ltd.
Representative : LinQiquan


12,700
6.63%
Director Yunyong Investment Co.,
Ltd.
Representative
:
Xu
Yonghao


12,700
6.63%
Director Yunyong Investment Co.,
Ltd.
Representative
:
Huang
Yixian


12,700
6.63%
Independent
director
Wu Qingsong - -
Independent
director
Lai Junliang - -
Independent
director
Liang Yihong - -
Rayder
Machinery
Corporation
(Note)
Chairman Anderson Industrial Corp.
Representative:
Liao
Wenjia


11,796
63.70%
Director Anderson Industrial Corp.
Representative:
Huang
Yixian


11,796
63.70%
Director and
General
manager
Anderson Industrial Corp.
Representative:
Hou
Jianfu


11,796
63.70%
Director Deng Chuanjin - -
Independent
director
Lin Shaoyuan - -
Independent
director
Liu Fuyun - -
Independent
director
Lai Wenxiang - -
AP Parpro,
Inc.
Director Parpro Holdings Co., Ltd.
Representative:
Liao
Wenjia


6
100%
Parpro
(Nevada), Inc.
Director AP Parpro, Inc.
Representative:
Yan
Cong-Qian

1
100%
Director AP Parpro, Inc.
Representative: Thomas
Sparrvik

1
100%
  • 96-
Director Pilot (Las Vegas), Inc.
Representative: Wu Hsiu
Pi

1
100%
Parpro
Quality, Inc.
Director Parpro Holdings Co., Ltd.
Representative:
Liao
Wenjia


23,500
100%
Parpro
Technologies,
Inc.
Director Parpro Quality, Inc
Representative:
Yan
Cong-Qian

13
100%
  • 97-

5. Overview of the operation of each affiliated company

December 31, 2024; unit: thousands of NT dollars/thousands of foreign currency

Company Name Capital
amount
Total
assets
Total
liabilities
Net worth Operating
income
Operating
profit and loss
Profit and loss for
the period
(after tax)
Earnings per
share
(dollar) (after
tax)
Parpro
System
Corporation
50,000 53,255 431 52,824 0 (1,213) 1,972 Not
applicable
Anderson Industrial
Corp..
1,913,310 5,305,871 3,008,995 2,296,876 3,672,594 (129,746) (155,584) (0.81)
Rayder
Machinery
Corporation
203,000 1,331,770 845,460 486,310 750,111 214 303 Not
applicable
Parpro Holdings Co.,
Ltd.
USD41,990 USD65,016 USD669 USD64,347 0 (USD601) USD92 Not
applicable
Parpro Quality, Inc. USD23,500 USD43,307 0 USD43,307 0 0 USD2,433 Not
applicable
Parpro Technologies,
Inc.
USD23,500 USD49,526 USD6,219 USD43,307 USD46,002 USD3,758 USD2,433 Not
applicable
AP Parpro, Inc. USD13,069 USD29,409 USD10,744 USD18,665 USD61,378 (USD622) (USD1,600) Not
applicable
Parpro
(Nevada),
Inc.
USD2,177 USD5,753 USD3,762 USD1,991 USD20,906 (USD629) (USD885) Not
applicable
  • 98-

  • (2) Consolidated financial statements of affiliated enterprises: Please refer to Page 86.

  • (3) Affiliated Enterprise Report: The main contents of the related party transactions reports are available on the Market Observation Post System (MOPS). Shareholders can access the information by visiting the website [https://mops.twse.com.tw], and entering the company code 4916 and the year they wish to query.

  • Handling of private placement of securities in the most recent year and as of the date of publication of the annual report: None.

  • 3.Other necessary supplementary explanations: None.

VII. Significant events that may materially affect shareholder equity or securities prices as defined in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, that occurred in the most recent year and up to the date of the annual report's publication: None.

  • 99-

PARPRO CORPORATION Representation Letter

The affiliates that are required to be included in the Company’s consolidated financial statements as of and for the year ended December 31, 2024, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10. In addition, the information required to be disclosed in the combined financial statements of affiliates is included in the said consolidated financial statements. Consequently, a separate set of combined financial statements of affiliates will not be prepared.

It is hereby certified that the information disclosed herein is true and correct.

Very truly yours, Parpro Corporation

By

WEN JIA LIAO

Chairman

  • 100-

PARPRO CORPORATION

Statement of Internal Control System

  1. The company knows that it is the responsibility of the board of directors and managers of the company to establish, implement and maintain an internal control system, and the company has already established such a system. Its purpose is to achieve the goals of operational effectiveness and efficiency (including profit, performance, and asset security, etc.), report reliability, timeliness, transparency, and compliance with relevant norms and compliance with relevant laws and regulations, and provide reasonable ensure.

  2. The internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system may vary change. However, the company's internal control system has a self-monitoring mechanism. Once a defect is identified, the company will take corrective action.

  3. The company judges whether the design and implementation of the internal control system are effective based on the items for judging the effectiveness of the internal control system stipulated in the "Guidelines for the Establishment of Internal Control Systems for Publicly Issued Companies" (hereinafter referred to as "the Guidelines"). The internal control system judgment items adopted in the "Processing Criteria" are based on the process of management control, and the internal control system is divided into five components: A. Control environment, B. Risk assessment, C. Control operations, D. Information Communicate with and E. Supervise operations. Each constituent element in turn includes several items. For the aforementioned items, please refer to the provisions of the "Handling Guidelines".

The company has adopted the above-mentioned internal control system to judge projects and evaluate the effectiveness of the design and implementation of the internal control system.

Based on the evaluation results in the preceding paragraph, the company believes that the company's internal control system (including the supervision and management of subsidiaries) on December 31, 2024 includes understanding the effect of operations and the degree of achievement of efficiency goals, The reporting is reliable, timely, transparent and in compliance with relevant norms and relevant laws and regulations, and the design and implementation of the relevant internal control system are effective, which can reasonably ensure the achievement of the above goals.

  1. This statement will become the main content of the company's annual report and prospectus, and will be made public. If there are falsehoods, concealment, or other illegal matters in the above-

  2. 101-

mentioned disclosed content, it will involve legal liabilities under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.

  1. This statement was approved by the company's board of directors on March 11, 2025. Among the seven directors present, no director held an objection, and the rest agreed with the content of this statement, and hereby declare it.

Very truly yours,

Parpro Corporation By

WEN JIA LIAO Chairman

YAN CONGQIAN Gerneral Manager

  • 102-

PARPRO CORPORATION

Chairman

Liao, Wen Jia

  • 103-