AI assistant
PCC — Annual Report 2025
May 21, 2026
52132_rns_2026-05-21_aba623cc-69c4-464f-9cbf-78aefeaf8695.pdf
Annual Report
Open in viewerOpens in your device viewer
太平洋集團
太平洋建設
Stock Code:2506
2025 ANNUAL REPORT
2025
Printed on April 28, 2026
Official Website: www.pacific-group.com.tw
SEC: mops.twse.com.tw
Chairman Liu I-Yee
Spokesperson
Mr. Chen Chin Hui
Job Title: General Manager
TEL: +886(2)2722-5051
E-mail: [email protected]
Deputy Spokesperson
Ms. Huang Te Hsin
Deputy General Manager of Financial Dept.
TEL: +886(2)2722-5051
E-mail: [email protected]
Location and Telephone Number of Headquarter and Branch
Headquarter: No. 495, Guangfu S. Rd., Xinyi Dist., Taipei City 110007, Taiwan (R.O.C.)
TEL: +886(2)2722-5051
Branch Corp: Singapore Branch
10 ANSON ROAD #12-15
INTERNATIONAL PLAZA,
SINGAPORE 079903
TEL: +65-6223-9166
Stock Transfer Agent
Management Office of Pacific Construction Co., Ltd.
Address: 6F.-6, No. 495, Guangfu S. Rd., Xinyi Dist., Taipei City 110007, Taiwan (R.O.C.)
TEL: +886(2)2722-7686
Website: https://www.pacific-group.com.tw
Financial Report Independent Auditors
Name of Accounting Firm: KPMG Taiwan
Name of CPAs: Chih, Shih-Chin, Pan Jun Ming
Address: 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 110615, Taiwan (R.O.C.)
TEL: +886(2)8101-6666
Website: https://kpmg.com/tw
Overseas Securities Exchange
None
Corporate Website
https://www.pacific-group.com.tw
Table of Content
01
I. Letter to Shareholders / 1
- Operating Results from the Previous Year / 3
- Executive Summary of the Business Plan for the Current Year / 4
- Future Company Development Strategy / 5
- Influences of External Competitive Environment, Regulatory Environment and the Overall Business Environment / 6
7
II. Corporate Governance
- Information of directors, supervisors, president, vice presidents, associates, department and branch directors / 07
- Recent annual remuneration paid to directors, general managers, and deputy general managers / 17
- The state of Implementation of Corporate Governance / 23
- Information on CPA professional Fees / 63
- CPA Replacement Information In The Recent Two Years / 63
- Information regarding the Chairman, General Manager, and Financial or Accounting Manager of the company who has worked with the CPA firm which conducts the Audit of the Company or an affiliate of said firm in the recent year / 63
- In the most recent year and as of the date of publication of the annual report, directors, managers, and shareholders whose shareholding ratio exceeds 10% of the equity transfer and equity pledge changes / 64
- The shareholding ratio of the top ten shareholders, and the relationship information among them / 65
- Comprehensive shareholding ratio / 66
67
III. Capital Overview
- Capital and Shares / 67
- Issuance of Corporate Bonds / 70
- Handling of preferred shares / 70
- Information on special stocks with options / 71
- Handling of overseas depository receipts / 71
- Handling of employee stock option certificates / 71
- Restrictions on employees' rights to subscribe for new shares / 71
- The name, acquisition status and subscription of the managers who obtained the employee stock option certificate and the top ten employees who obtained the stock option certificate and could subscribe for shares / 71
- The names and acquisition status of the managers who acquired the new shares restricting the rights of employees and the top 10 employees / 71
- Issuing of new shares by M&A of or accepting transfer of shares from other companies / 71
- The implementation of capital application plans / 71
72
IV. Operational Highlights
1. Business Activities / 72
2. Market and Sales Overview / 75
3. Employees / 77
4. Environmental Protection Expenditure / 78
5. Labor-management relationship / 78
6. Information Security Management / 80
7. Significant Contract / 82
83
V. Review and Analysis of Financial Status and Business Results and Risk Management
1. Analysis of Financial Status / 83
2. Financial Performance / 84
3. Cash Flow / 85
4. The Effect upon Financial Operations of Any Major Capital Expenditures in the Most Recent Years / 86
5. Reinvestment Policy in the Most Recent Years, the Main Reasons for the Profits/Losses Generated Thereby, the Plan for Improving Reinvestment Profitability, and investment plans for the Coming Year / 86
6. Risk analysis and assessment for the most recent fiscal year and up to the date of publication of the annual report. / 87
7. Other Significant Matters / 93
94
VI. Special Notes
1. Information about the Company's Affiliates / 94
2. Private placement of securities in the most recent year as of the date of this Annual Report / 95
3. Other Necessary Supplementary / 95
4. Events of significant impact on shareholders' equity or on prices of securities as specified under Subparagraph 2, Paragraph 3 of Article 36 of the Securities and Exchange Act in the Most Recent Year as of the Date of this Annual Report / 95
I. Letter to Shareholders
In the year 2025, global economic growth decelerated to approximately 3%, a decline from 3.3% in year 2024. The primary contributing factors included geopolitical tensions, elevated levels of public and private debt restricting the flexibility of fiscal policies, the gradual tightening of monetary policies following an extended period of ultra-loose monetary policy, long-term structural demographic challenges, natural disasters and climate change, as well as funding shortfalls in the transition towards a green economy. These elements collectively constrained the long-term potential for economic growth and heightened uncertainty.
While global economic expansion decelerated due to the aforementioned factors, countries such as India sustained robust growth. Overall, the global economy in 2025 experienced a transitional phase characterized by considerable uncertainty.
In contrast, Taiwan’s economic development in 2025 was positively influenced by factors including the demand for artificial intelligence and high-performance computing, strong export performance, and increased capital expenditures. Nevertheless, despite the strength in exports, growth within the domestic market remained relatively sluggish, necessitating further stimulus from both the government and the private sector. Taiwan’s economic growth rate in 2025 reached 8.68%, marking a 15-year peak and surpassing the global GDP growth rate. This performance was primarily attributable to advancements in the technology sector and export achievements; however, challenges arising from international trade and domestic market conditions persisted. Consequently, the Directorate-General of Budget, Accounting and Statistics projected Taiwan’s GDP growth rate for 2026 to be approximately 7.1%.
Taiwan's real estate market exhibited relative stability in 2025. Despite robust economic growth, transaction volumes remained subdued. Market dynamics were influenced by government policies, interest rates, and demographic shifts. Government support policies targeting first-time homebuyers have the potential to stimulate market activity; however, elevated interest rates and stringent lending criteria are expected to continue constraining investment demand. Additionally, an aging population combined with low birth rates exerts an influence on long-term housing demand. In summary, the real estate market in 2025 was predominantly driven by owner-occupier demand, whereas investment demand remained comparatively weak.
Opportunities and Challenges for Taiwan's Real Estate Market in 2026:
Opportunities:
1. Policy Support: The government possesses the potential to implement additional policies aimed at supporting owner-occupier homebuyers, including the reduction of mortgage interest rates or the provision of tax incentives.
2. Economic Growth: Sustained economic expansion, notably robust performance within the technology sector and export markets, is likely to serve as a source of buyers for the real estate market.
3. Demographic Changes: As the younger generation progresses into the phase of establishing families and commencing careers, there will be an anticipated increase in demand for small and medium-sized residences.
Challenges:
1. Elevated Interest Rate Environment: Persistently high interest rates are likely to increase the costs associated with homeownership, thereby potentially dampening housing demand.
-
Housing Price Appreciation Pressure: The substantial increases in housing prices observed in recent years may heighten investment risk within the real estate sector in certain regions.
-
Demographic Aging: The aging of the population may result in reduced demand for larger residential properties, consequently affecting specific segments of the real estate market.
In summary, the real estate market in 2026 presents numerous uncertainties. It is imperative for buyers and investors to closely monitor policy and economic developments. The Company is also confronting uncertainties. In addition to investing in the development of various projects in accordance with the established operational plan, the Company continues to pursue management service projects through investment in sectors such as department store retail, distribution, hotel leisure, and parking management, which offer stable revenue and investment returns. We aim to mitigate the company's operational risks through diversified development and to achieve the objective of enhancing the Company’s sustainable growth.
Chairman : Liu I-Yee

Corporate Governance Report
Annex I
1. Operating Results from the Previous Year
I. Business Plan and Operational Results
In fiscal year 2025, the Company sold a total of two plots of land in Taipei City, along with 5 remaining housing units and 5 parking spaces. The Company’s individual revenue for the year 2025 amounted to NT$615,259 thousand, representing a decrease of NT$319,304 thousand compared to NT$934,563 thousand in 2024. Consolidated revenue for 2025 was NT$1,137,730 thousand, down NT$303,736 thousand from NT$1,441,466 thousand in 2024.
The Company’s pre-tax net income for fiscal year 2025 was NT$76,065 thousand, representing a decrease of NT$807,367 thousand compared to NT$883,432 thousand in 2024. The consolidated pre-tax net profit for the year 2025 amounted to NT$178,067 thousand, reflecting a decrease of NT$841,669 thousand relative to the pre-tax net profit of NT$1,019,736 thousand reported for the year 2024.
The reduction in revenue primarily resulted from a decline in the number of completed and delivered buildings, as well as the quantity of unsold car rental units sold this year in comparison to the previous year. Nonetheless, gross profit demonstrated an increase relative to the corresponding period of the preceding year. Furthermore, the decrease in pre-tax net profit compared to the same period last year was attributable to an increase in investment income arising from the recognition of bad debt reversal and interest income by the invested subsidiaries in 2024.
II. Budget Execution
In accordance with the “Regulations Governing the Publication of Financial Forecasts of Public Companies,” the Company is not required to prepare financial forecasts for the fiscal year 2025.
III. Financial Revenue and Profitability Analysis
The consolidated financial revenue and expenditure of the Company and its subsidiaries over the past two fiscal years are summarized as follows
Unit: NT$ Thousand
| Item | Year 2025 | Year 2024 |
|---|---|---|
| Operating Net Profit (Loss) | 33,315 | (121,122) |
| Non-operating Income and Expenses | 144,752 | 1,140,858 |
| Pre-tax Net Profit | 178,067 | 1,019,736 |
| Net Profit for the Period | 91,631 | 860,637 |
| Total Comprehensive Income (Loss) for the Period | 347,079 | 1,002,284 |
The summary of the profitability analysis of the company and its subsidiaries over the past two years is as follows:
| Item | Year 2025 | Year 2024 |
|---|---|---|
| Return on Assets (ROA) (%) | 1.03 | 6.67 |
| Return on Equity (ROE) (%) | 0.95 | 9.38 |
| Pre-tax Profit to Paid-in Capital Ratio (%) | 4.60 | 26.35 |
| Net Profit Margin (%) | 8.05 | 59.71 |
| Earnings Per Share (EPS) (NTD) | 0.02 | 2.04 |
3
Corporate Governance Report
IV. Research and Development Status
The Company actively conducts research on pertinent architectural innovations, including:
- Technological Innovation: Investigating novel building technologies, materials, and construction methodologies. Examples include smart buildings, environmentally friendly building materials, and modular construction techniques.
- Sustainable Development: Examining approaches to minimize environmental impact, enhance energy efficiency, and promote the sustainable utilization of resources throughout the construction process.
- Digital Transformation: The advancement of intelligent management facilitates the digitalization of the construction sector, exemplified by the implementation of Building Information Modeling (BIM) and artificial intelligence in architectural design and construction.
-
Safety and Quality Management: The development of earthquake-resistant housing contributes to the enhancement of safety and quality standards within construction projects.
-
Executive Summary of the Business Plan for the Current Year
I. Business Strategy
In 2026, the administration of US President Trump initiated a decapitation strike, thereby escalating the conflict between the United States and Iran. The United States and Israel engaged in continuous military operations, to which Iran responded by obstructing the Strait of Hormuz. This series of events exerted a significant impact on the global economy and financial markets. Consequently, in response to this rapidly evolving economic environment, the Company returned to fundamental principles, adopting a professional approach within the construction industry and adjusting business strategies in alignment with prevailing market conditions. We maintained rigorous analyses of various land developments and investment opportunities, proactively enhancing product value and reinforcing brand influence. Specifically, we assessed the development potential of existing land assets, encouraged innovative and unrestricted ideas, and increased property and land value through supplementary business activities. Furthermore, by adhering to a prudent and pragmatic methodology, the Company continued to cultivate opportunities for expanding land holdings and fostering collaborations, thereby consistently generating business success.
II. Expected Sales Volume and Basis
Projects completed during the current year, including "Pacific Dunnan Lisha" and "Pacific Sunshine Four Seasons – Lize Manor" are advancing in accordance with the established schedule, with construction and handover planned for 2025. Projects such as "Pacific Sunshine Four Seasons Beauty" and "Pacific Summit" situated in the prime location of Yilan City and the County Government Center, were successfully launched in 2024 and attained near sell-out status. Construction activities in 2025 have also proceeded smoothly as planned, with each phase of construction reaching completion. The recently launched "Pacific Sunshine Four Seasons Premium Development Project" was likewise entirely sold out, with construction commencing in 2025.
Each phase of the real estate development is meticulously structured to enhance the functional quality of consumers' lives. The process commences with the utilization of architectural software, followed by the systematic optimization of the spatial configuration of architectural hardware, thereby directing consumers toward a next-generation living environment. From the initial design stage, the Company proactively engages in collaboration with distinguished domestic and international design teams. Through their advanced design concepts, which emphasize energy
4
conservation, carbon reduction, and environmental symbiosis, combined with the participation and insights of our professional sales team, we integrate innovative thinking and advancements in industrial technology. This methodology ensures that the products not only fulfill market demands but also establish market trends, thereby reinforcing the overall competitiveness of each project.
For projects currently under construction, heightened emphasis is placed on safety and construction quality. Beyond the stringent control of project budgets and construction schedules, ongoing research and development efforts are pursued to advance construction methodologies as well as environmentally sustainable and practical building materials and equipment, with the objective of maximizing the Company's operating profits. For projects that have been completed and handed over, after-sales service is maintained, and a new customer service channel has been established via an official LINE account to extend customer relationship management and augment customer recognition.
III. Important Sales and Marketing Strategies
Taking various domestic and foreign political, economic prosperity and environmental indicators into account, in order to achieve the projected business goals, the company's important sales and marketing strategies are:
-
Enhance the flexibility of land development and diversification of real estate products, combine with emerging trends such as time-sharing and popular industries, re-examine existing land and real estate, and seek cooperation possibilities to stimulate asset utilization and create revenue.
-
Perform comprehensive evaluations of land development and construction initiatives, in addition to urban renewal and deteriorated housing projects. Maintain emphasis on advancing current urban renewal endeavors, including the Zhao An Street urban renewal project in Zhongzheng District, Taipei City; the Yu Nong Market urban renewal project in Shilin District, Taipei City; the Emerald Bay Comprehensive Planning Project in Wanli District, New Taipei City; and the Sunshine Seasons large-scale residential development project in Yangmei District, Taoyuan City, etc.
-
Combined with various emerging industries, there are no restrictions on product planning, in order to enhance the overall value and output level, create a market that meets the diverse needs of home purchases, and also leads the direction of market development.
-
Strengthen the professional skills of employees, enhance service and construction capabilities, so as to improve project quality, as well as reshape competitiveness.
III. Future Company Development Strategy
"Building Reputation on Architecture" is the Company's sustained philosophy.
Currently, the team continues to focus on the core business and essential aspects of construction, while simultaneously incorporating emerging industry trends. This synergy is expected to drive innovation, ensuring the maintenance of superior quality and securing a leading position in the market without self-imposed limitations. This approach is intended to stimulate consumer interest and enhance the Company's market competitiveness, ultimately maximizing benefits and profits for shareholders, employees, and the organization.
Corporate Governance Report
IV. Influences of External Competitive Environment, Regulatory Environment and the Overall Business Environment
(1) Influences of the External Competitive Environment
Because the real estate belongs to property asset, it occupies a major position in the decisiveness of consumption in terms of geographical area, and it is even more competitive in areas with concentrated urbanized population. In recent years, most of the elite areas in the Taipei and New Taipei Cities have been developed, and it has become increasingly difficult to obtain the rest of the land. However, the Company will continue to enhance its product planning capabilities through continuous brand management, and will attract cooperation opportunities for public and private legal persons, large-scale land development, health-preserving and healthy residences, urban renewal and reconstruction of urban unsafe and old buildings projects based on market evolution and the Group's advantages.
(2) Influences of the Regulatory Environment
In recent years, to promote the development of the housing market and mitigate real estate speculation, the government has amended laws and policies aimed at preventing the allocation of resources to the real estate sector. Concurrently, the Central Bank has progressively instituted selective credit control measures and enhanced risk management protocols concerning real estate lending by financial institutions. Confronted with multiple challenges arising from increasingly stringent governmental macro-control and legal reforms, the real estate industry is striving to establish a new market framework. Recently, in accordance with the prevailing social context, certain regulatory restrictions have been relaxed, enabling the market driven by rigid demand to gradually attain normalization.
(3) Influences of the Overall Business Environment
The factors affecting demand in the real estate market can be viewed in both the long term and short term. Long-term factors include changes in population, family structure, income levels, employment opportunities, and preferences, all of which have a significant impact on market demand. Short-term factors include changes in loan or financial conditions, inflation, expected economic conditions (housing prices), tax changes, and seasonal effects.
According to the land administration bureaus of the six major municipalities, the total number of building sales and transfers in January 2026 was 18,200, representing a decrease of more than 8% month-on-month. The housing market in these six major cities remains stagnant, with low transaction volumes expected to persist in the short term. A stable recovery appears to be a distant prospect. It is anticipated that transaction activity in the new year will continue to be conservative. Nevertheless, a certain degree of market demand persists for owner-occupied housing driven by rigid needs. The Company will endeavor to pursue breakthroughs within this sluggish market.
6
II. Corporate Governance Report
- Information on the Company directors, president, vice presidents, assistant vice presidents, and heads of all Company divisions and branch units:
As of April 11, 2026
A. Board Members
| Job Title | Nationality or Record | Name | Gender / Age | Date Elected | Tenure | Date First Elected | Shareholding when Elected | Current Shareholding | Spouse & Minor Shareholding | Shares Held In Another Person's Name | Major Experience & Education | Concurrently Serving Position | Executives, Directors or Supervisor Who are Spouses or Within Two Degrees of Kinship | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Job Title | Name | Relation | ||||||||||
| Chairman | R.O.C. | Representative / Liu I-Yee | Male /61~70 | 2025.6.10 | 3 years | 2015.10.15 | 9,021,585 | 2.33% | 9,023,585 | 2.33% | 8,876,118 | 2.29% | 0 | 0 | Chairman of Pacific Construction Co., Ltd. | Director of Pacific Department Stores Co.,Ltd. | N/A | Chon yse asset Hyung | Father and Son | N/A |
| Director | R.O.C. | Living Spring International Development Co., Ltd. Representative / Lei, Chien | Female /61~70 | 2025.6.10 | 3 years | 2013.06.18 | 17,915,333 | 4.63% | 17,915,333 | 4.63% | 0 | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2025.6.10 | 3 years | 2016.06.16 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Vice President of ABC,Inc. | Director of Pacific Department Stores Co., Ltd. | N/A | N/A | N/A | N/A | ||||
| Director | R.O.C. | Hsin Ming Investment Co., Ltd. Representative / Chang Chi-Ming | Male /71~80 | 2025.6.10 | 3 years | 2025.6.10 | 3,200,000 | 0.82% | 3,757,000 | 0.97% | 0 | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2025.6.10 | 3 years | 1983.05.10 | 0 | 0 | 0 | 0 | 30,639 | 0.008% | 0 | 0 | Department of Architecture and Urban Design, Chinese Culture University | Chairman of Taitou Xingye Co., Ltd. | N/A | N/A | N/A | N/A | ||||
| Director | R.O.C. | Living Spring International Development Co., Ltd. Representative / Yu Sheng-Yi | Male /71~80 | 2025.6.10 | 3 years | 2013.6.18 | 17,915,333 | 4.63% | 17,915,333 | 4.63% | 0 | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2025.6.10 | 3 years | 2016.06.16 | 395,000 | 0.10% | 395,000 | 0.10% | 85,000 | 0.02% | 0 | 0 | Chairman of Qingshi Construction Co., Ltd | Chairman of Qingshi Construction Co., Ltd | N/A | N/A | N/A | N/A | ||||
| Director | R.O.C. | Fukunaga Investment Co., Ltd. Representative / Lai Yueh-Hsin | Male /71~80 | 2025.6.10 | 3 years | 2016.6.16 | 6,133,745 | 1.58% | 6,133,745 | 1.58% | 0 | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2025.6.10 | 3 years | 2006.01.05 (Note 1) | 3,438,218 | 0.89% | 3,438,218 | 0.89% | 1,700,000 | 0.44% | 0 | 0 | Assistant System Coordinator of Institute of Electronicsn, ITRI | Chairman of Fukunaga Investment Co., Ltd. | N/A | N/A | N/A | N/A |
| Job Title | Nationality or Record | Name | Gender /Age | Date Elected | Tenant | Date First Elected | Shareholding when Elected | Current Shareholding | Spouse & Minor Shareholding | Shares Held In Another Person's Name | Major Experience & Education | Concurrently Serving Position | Executives, Directors or Supervisor Who are Spouses or Within Two Degrees of Kinship | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | % | Number of Shares | % | Number of Shares | % | Number of Shares | % | Job Title | Name | Relation | ||||||||||
| Director | R.O.C. | Living Spring International Development Co., Ltd. Representative / Liu Ming -Hyung | Male /41-50 | 2025.6.10 | 3 years | 2013.6.18 | 17,915,333 | 4.63% | 17,915,333 | 4.63% | 0 | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2025.6.10 | 3 years | 2022.6.14 | 2,118,000 | 0.54% | 2,118,000 | 0.54% | 1,885,000 | 0.48% | 0 | 0 | Wisconsin International University | Supervisor of Pacific Department Stores Co., Ltd. | N/A | Liu I-Yee | Father and Son | N/A | ||||
| Independent Director | R.O.C. | Liu Hui Jun | Female /51-60 | 2025.6.10 | 3 years | 2017.03.14 (Note 2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | National Taiwan University Department of Law | Principal Attorney of A&P Law Office Supervisor of CyberTAN Technology, Inc. Reorganization Supervisor of Wintek Corporation Independent Director of Infinite Finance Co., Ltd. Supervisor of Geor Chi Electronics Co., Ltd. Bankruptcy Trustee of Chungbwa Picture Tubes, Ltd. Chairman of Yuan Fu Investment Co., Ltd. | N/A | N/A | N/A | N/A |
| Independent Director | R.O.C. | Wu Chin-Jung | Male /61-70 | 2025.6.10 | 3 years | 2019.06.13 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master of Division of International Economics and Management, Institute of China Studies, Tamkang University GM of Horizon Securities Corp. | N/A | N/A | N/A | N/A | N/A |
| Independent Director | R.O.C. | Chen Kin-Lung | Male /71-80 | 2025.6.10 | 3 years | 2019.06.13 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | EMBA, International Business Management, NTU | Chairman of Probright Technology Inc. Independent Director of Albatron Technology Co., Ltd. Supervisor of Solomon Goldentek Display Corp. Director of King Ultrasonic Co., Ltd. Supervisor of Mustek Systems Inc. Independent Director of Meiloon Industry Co., Ltd. Independent Director of Compucase Enterprise Co., Ltd. | N/A | N/A | N/A | N/A |
Note : 1. Lai Yueh- Hsin served as the Legal Director Representative of Pacific Enterprise Co., Ltd. from January 5, 2006 to September 15, 2006.
2. Liu Hui Jun served as the corporate supervisor representative of Fuhe International Investment Co., Ltd. from March 14, 2017, to June 13, 2019.
Corporate Governance Report
1. Major Shareholders of Institutional Shareholders
April 11, 2026
| Names of Institutional Shareholders | Major Shareholders of Institutional Shareholders |
|---|---|
| Living Spring International Development Co., Ltd. | Dynamic Power Limited (100%) |
| Hsin Ming Investment Co., Ltd. | Mingyang Development Co., Ltd.(2.31%)、Guo Shu Ling (97.5%)、Shen Zhong Hong(0.01%)、Chang Yuan Ling(0.01%)、Yu Jin Feng(0.01%)、Guo Shu Mei(0.12%)、Chang Jun Mei (0.01%)、Lin Jian Yi (0.01%) |
| Fukunaga Investment Co., Ltd. | Lai Yueh Hsin (39%), Chang Yi Ling (41%), Lai Wei Fan (3.92%), Lai Wei Chia (6.5%) |
2. Major Shareholders of Institutional Shareholders Mentioned in the above Table 1
April 11, 2026
| Names of Institutional Shareholders | Major Shareholders of Institutional Shareholders |
|---|---|
| Dynamic Power Limited | Great Time Holdings Limited (100%) |
| Hsin Ming Investment Co., Ltd. | Yi Li Industrial Co., Ltd. (31.38%), Ri Ding Industrial Co., Ltd. (21.67%), Hsin Hsing Telecommunication Co., Ltd. (0.03%), Mekawale E commerce Co., Ltd. (7.44%), Jian Jiancheng Engineering Co., Ltd. (19.51%), Liu Jia Zhen (19.97%) |
9
- Professional Qualifications, Experience and Independence of Directors
| Name | Professional Qualifications and Experience (Note1) | Independence Situation (Note2) | Numbers of Concurrently Serving as an Independent Director of Another listed Company |
|---|---|---|---|
| Chairman / Liu I-Yee | The Chairman of the Company, is also currently the director of some subsidiaries of the Company. There are more than five years of work experience in business, finance and corporate business. Committed to real estate and cable TV investment for more than 30 years, with professional leadership, business marketing, operation management and strategic planning capabilities, focusing on corporate governance and taking the sustainable management of enterprises as the management goal. And there are not under any of the categories stated in Article 30 of the Company Law. | - | None |
| Executive Director / Lei, Chien | The Executive Director of the Company, holds a master’s degree and PhD of the University of Pennsylvania. She was the vice president of the ABC Radio and Television Network Corporation in the United States. She was the highest-ranking Asian person in the mainstream media in the United States at that time. She also served as a director partner of the Singapore Baring Asia Pacific Communication Media Fund. She is also an independent director of IBF Financial Holdings Co., Ltd. Currently, she is also the director of some subsidiaries of the Company. There are more than five years of work experience in business, finance and corporate business, and has majors in industrial competition, corporate mergers and acquisitions and financial management. And there are not under any of the categories stated in Article 30 of the Company Law. | - | None |
| Director / Chang Chi-Ming | Graduated from the Department of Architecture of Cultural University, providing planning advice on construction products and helping the company to promote sales. Currently serves as the Chairman of the Group's subsidiary Taitou Xingye Co., Ltd.. There are more than five years of work experience required for business, finance and corporate business, specializing in market strategy and business promotion. And there are not under any of the categories stated in Article 30 of the Company Law. | - | None |
Corporate Governance Report
10
| Name | Professional Qualifications and Experience (Note1) | Independence Situation (Note2) | Numbers of Concurrently Serving as an Independent Director of Another listed Company |
|---|---|---|---|
| Director / Yu Sheng-Yi | As the Chairman of Qingshi Construction Co., Ltd., he has been in the construction business for a long time. He has rich practical experience in the procurement of construction raw materials and project contracting, and understands the development trend of the real estate market, and provides company proposals and construction suggestions. And there are not under any of the categories stated in Article 30 of the Company Law. | - | None |
| Director / Lai Yueh-Hsin | He used to be an assistant manager of the Institute of Electronics, Industrial Technology Research Institute. He is also currently a director of Ivy Construction Co., Ltd.. He has more than five years of work experience in business, finance and corporate business. Supervise to corporate governance norms, be familiar with company laws and other regulations, and urge corporate governance to become more complete. And there are not under any of the categories stated in Article 30 of the Company Law. | - | None |
| Director / Liu Ming-Hyung | Graduated from the University of Wisconsin International with a degree in business management, he was a director of DigiDom Cable TV Co., Ltd. and a manager of the investment department of Fong Fu International Development Co., Ltd. He has extensive investment experience, besides real estate, he can provide suggestions on other investment plans that can increase the interests of the company's shareholders. And there are not under any of the categories stated in Article 30 of the Company Law. | - | None |
| Independent Director / Liu Hui Jun | Graduated from National Taiwan University Department of Law, Principal Attorney of A&P Law Office. With professional legal expertise and experience serving as an independent director, supervisor, and restructuring officer for multiple listed and publicly traded companies, she possesses extensive legal practice experience that will assist the Company in mitigating operational risks and enhancing its risk management capabilities and corporate governance. | The Company's independent directors, during the two years prior to their appointment and throughout their term of service, have met all of the following independence criteria:(1) Not employed by the Company or any of its affiliates.(2) Not serving as a director or supervisor of the Company or any of its affiliates.(3) Neither the individual, their spouse, nor their minor children, nor any person holding shares on their behalf, hold 1% or more of the total issued shares of the Company, nor are they among the top ten individual shareholders.(4) Not the spouse, a relative within the second degree of kinship, or | 2 |
| Independent Director / Wu Chin-Jung | He holds the Master of Division of International Economics and Management of China Studies,Tamkang University, and passed the Second-Class Special Examination of the Central Bank in 1984, and also passed the International Trade Officer in the College Entrance Examination in 1984. Former, he was the Consultant of Pacific Electric Wire & | None |
| Name | Professional Qualifications and Experience (Note1) | Independence Situation (Note2) | Numbers of Concurrently Serving as an Independent Director of Another listed Company |
|---|---|---|---|
| Cable Co., Ltd., and used to work in a Financial Management Units of public agencies, specializing in Listed Company Regulations and management mechanisms. They are more than five years of work experience required for business, financial and corporate business management, assisting companies in complying with listed company supervision standards to achieve the competent authority's regulation of corporate governance requirements. | a direct blood relative within the third degree of kinship of any person described in items (1) through (3). | ||
| (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total issued shares of the Company, is among the top five shareholders, or appoints a representative to serve as the Company’s director or supervisor pursuant to Article 27, Paragraph 1 or 2 of the Company Act. | |||
| (6) Not a director, supervisor, or employee of another company where more than half of the board seats or voting shares are controlled by the same person as the Company. | |||
| (7) Not a director (or supervisor) or employee of another company or organization where the chairman, president, or an equivalent officer is the same person or the spouse of a person holding such position in the Company. | |||
| (8) Not a director (or supervisor), manager, or shareholder holding more than 5% of a specified company or institution that has financial or business dealings with the Company. A specified company or institution refers to an entity meeting any of the following conditions: | |||
| 1) Holds 20% or more but less than 50% of the total issued shares of the Company. | |||
| 2) Where the other company and its directors, supervisors, and shareholders holding more than 10% collectively hold 30% or more of the Company’s issued shares, and there is a record of financial or business transactions. Shareholding includes those held by spouses, minor children, and shares held in the name of others. | |||
| 3) Where 30% or more of the Company’s operating revenue comes from the other company and its group companies. | |||
| 4) Where 50% or more of the | 3 | ||
| Independent Director / Chen Kin-Lung | NTU EMBA of International Business Management, and also serves as the Chairman of Probright Technology Inc.. With more than five years of work experience in business, finance and corporate business, He has rich experience in real estate investment and management to provide the Company market strategy and business marketing advice. |
| Name | Professional Qualifications and Experience (Note1) | Independence Situation (Note2) | Numbers of Concurrently Serving as an Independent Director of Another listed Company |
|---|---|---|---|
| quantity or total purchase amount of the Company’s main raw materials (those that account for more than 30% of total purchases and are essential to product manufacturing) or major merchandise (those accounting for more than 30% of operating revenue) are sourced from the other company and its group companies. | |||
| (9) Not a professional, or a sole proprietor, partner, director (or supervisor), manager, or spouse thereof from a sole proprietorship, partnership, firm, or institution that has provided auditing or other professional services in commerce, law, finance, or accounting to the Company or its affiliates in the past two years and received total compensation exceeding NT$500,000. However, compensation committee members, tender offer review committee members, or special committee members for mergers and acquisitions acting under the law are not subject to this restriction. | |||
| (10) Not a spouse or within the second degree of kinship to any other director. | |||
| (11) Not subject to any of the disqualifications listed in Article 30 of the Company Act. | |||
| (12) Not elected as a government, legal entity, or representative thereof as specified in Article 27 of the Company Act. |
Note 1: Professional Qualifications and Experience:
Provide a detailed description of the professional qualifications and experience of each individual director and supervisor. In instances where they serve as members of the audit committee and possess accounting or financial expertise, delineate their accounting or financial background and relevant work experience. Additionally, specify whether they are exempt from any stipulations outlined in Article 30 of the Company Law.
Note 2: Independent Directors are required to disclose the circumstances under which they satisfy the independence criteria. This disclosure should include, but not be limited to, whether they, their spouse, or relatives within two degrees of kinship hold positions as directors, supervisors, or employees of the Company or its related enterprises; the number and percentage of shares held by themselves, their spouse, or relatives within two degrees of kinship (or through others); whether they occupy roles as directors, supervisors, or employees in companies that maintain a specific relationship with the Company (as outlined in Article 3, Paragraph 1, Items 5-8 of the Measures for the Establishment and Compliance of Independent Directors of Publicly Listed Companies); and the total remuneration received within the past two years for providing business, legal, financial, or accounting services to the Company or its related enterprises.
Corporate Governance Report
13
4. Board Diversity and Independence
(1) Diversity within the Board of Directors
1) Owing to the challenges in identifying female professionals who meet the specific criteria of our industry, the proportion of female directors within the Company constitutes less than one-third of the board seats. The Company has been proactively recruiting female professionals and has nominated one female director candidate for the 2025 Shareholders' Meeting. Efforts to augment this representation will persist, with the expectation of attaining the targeted number of seats in the forthcoming election.
2) The Company consistently organizes a variety of training courses for the board members to improve their decision-making quality and supervisory capabilities, thereby reinforcing the functions of the board.
The implementation status of the Board Diversity Policy is as follows:
| Name of the Board | Basic Component | Professional Background / Experience | Knowledge and Skill | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gender | Nationality | Employee of the Company | Age | Seniority of Tenure / Independent Directors | Accounting | Finance | Information Technology | Operational Judgment | Business Management | Crisis Management | Industry Insight | International Market Outlook | Leadership | Decision Making | Risk Management Knowledge and Competence | ||||||||
| Chairman | Liu I-Yee | male | R.O.C. | None | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||
| Executive Director | Lei, Chien | female | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| Director | Chang Chi-Ming | male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||
| Yu Sheng -i | male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
| Lai Yueh-Hsin | male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
| Liu Ming-Hyung | male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
| Independent Director | Liu Hui Jun | female | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||
| Wu Chin-Jung | male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
| Chen Kin-Lung | male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
(2) Board Independence
1) To preserve the independence of the Board of Directors, the Company’s current Board comprises nine directors, including two executive directors, three independent directors, and four non-executive directors. All directors possess experience in managing listed companies and demonstrate competencies in leadership decision-making, crisis management, and international market perspectives. Moreover, two directors are spouses or relatives within two degrees of kinship, in compliance with Article 26.3, Paragraph 3 of the Securities and Exchange Act, which mandates that directors must hold a majority of seats and prohibits spouses or relatives within two degrees of kinship from serving concurrently.
2) The Company prioritizes gender equality within the composition of its Board of Directors and endeavors to increase the proportion of female directors by at least one-third (i.e., exceeding 33%). Presently, 78% of the Board members are male (seven directors), while 22% are female (two directors). The Company is committed to augmenting the number of female directors to fulfill this objective. None of the directors exhibit any conditions outlined in Article 30 of the Company Act.
3) Regarding the independent directors, one has served for less than one year, whereas two have served for more than six years. Among the remaining nine directors, four are aged over 71 years, four are between 51 and 69 years old, and one is under 50 years of age.
15
B. Information on GM, Deputy GM, Assistant manager, heads of all company divisions and branch units
April 11, 2026
| Job Title | Nationality | Name | Gender | Effective Date | Current Shareholding | Spouse & Minor Shareholding | Shares Held In Another Person's Name | Major Experience & Education | Concurrently Serving Position | Managers who are Spouses or Within Two Degrees of Kinship | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Job Title | Name | Relation | ||||||||
| General Manager | R.O.C. | Chen Chin Hui | Male | 2019.06.13 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Accounting of Tamkang University. | Director of Pacific Realtor Co., Ltd. | N/A | N/A | N/A | N/A |
| Deputy General Manager | R.O.C. | Cheng, Min-Chuang | Male | 2019.08.13 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Department of Civil Engineering\Chung Yuan Christian University | N/A | N/A | N/A | N/A | N/A |
| Supervisor of Financial Dept. | R.O.C. | Huang Te Hsin | Female | 2006.02.17 | 19 | 0.00% | 13,580 | 0.004% | 0 | 0.00% | Department of Accounting of Ming Chuan University. | Supervisor of Chon Tse Asset Co., Ltd. | N/A | N/A | N/A | N/A |
| Supervisor of Accounting Dept. | R.O.C. | Yang Fang Yi | Female | 2023.03.15 | 240 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master / Institute of Finance / National Taiwan University of Science and Technology | N/A | N/A | N/A | N/A | N/A |
2. Recent Annual Remuneration Paid to Directors, General Managers, and Deputy General Managers
(1) Remuneration of General Directors and Independent Directors (Individual Disclosure of Names and Remuneration Methods)
| Job Title | Name | Remuneration of Director | The sum of A, B, C and D in proportion to Earnings | Remuneration in the capacity as employee | The sum of A, B, C, and D, E, F and G to Earnings | Whether remuneration from any reinvestees other than subsidiaries is received | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration for Directors and Supervisors (C) | Professional practice (D) | Salaries, bonus and special subsidies (E) | Pension (F) | Employee bonus from earnings (G) | ||||||||||||||||||
| the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | Amount of Cash Dividends | Amount of Stock Dividends | Amount of Cash Dividends | Amount of Stock Dividends | Amount of Cash Dividends | Amount of Stock Dividends | % of total | ||||
| Chairman (The 19th Session) (Note 12) | Liu I-Yee | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||
| Director | Living Spring International Development Co., Ltd. Representative / Lei, Chien | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||||
| Director | Tai Lian Investment Co., Ltd. Representative / Chang Chi-Ming | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||||
| Director | Living Spring International Development Co., Ltd. Representative / Yu Sheng -Yi | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||||
| Director | Fukanaga Investment Co., Ltd. Representative / Lai Yueh -Hsin | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||||
| Director | Living Spring International Development Co., Ltd. Representative / Liu Ming-Hyung | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | ||
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A |
(Continued)
| Job Title | Name | Remuneration of Director | The sum of A, B, C and D in proportion to Earnings | Remuneration in the capacity as employee | The sum of A, B, C, D, E, F and G to Earnings | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration for Directors and Supervisors (C) | Professional practice (D) | Salaries, bonus and special subsidies (E) | Pension (F) | Employee bonus from earnings (G) | |||||||||||||||
| the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | Amount of Cash Dividends | Amount of Cash Dividends | Amount of Cash Dividends | Amount of Cash Dividends | % of Total | % of Total | ||
| Independent Director | Lin Hao-Li | 266,667 | 266,667 | 0 | 0 | 0 | 0 | 45,000 | 45,000 | 311,667 5.03% | 311,667 5.03% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 311,667 5.03% | 311,667 5.03% | N/A |
| Independent Director | Wu Chin-Jung | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 00 | 0 0.00% | 0 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0.00% | 0 0.00% | N/A |
| Independent Director | Chen Kin-Lung | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 00 | 0 0.00% | 0 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 0.00% | 0 0.00% | N/A |
| Chairman (The 28th Session) (Note 13) | Liu I-Yee | 4,395,876 | 4,395,876 | 0 | 0 | 130,784 | 130,784 | 35,000 | 50,000 | 4,561,660 73.58% | 4,576,660 73.81% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,561,660 73.58% | 4,576,660 73.81% | N/A |
| Director | Living Spring International Development Co., Ltd. Representative / Lei,Chien | 0 | 0 | 0 | 0 | 130,777 | 130,777 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | N/A |
| 1,707,200 | 3,451,200 | 0 | 0 | 0 | 0 | 35,000 | 50,000 | 1,742,200 28.10% | 3,501,200 56.47% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,742,200 28.10% | 3,501,200 56.47% | N/A | ||
| Director | Hsin Ming Investment Co., Ltd. Representative / Chang Chi-Ming | 0 | 0 | 0 | 0 | 130,777 | 130,777 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | N/A |
| 0 | 1,160,400 | 0 | 0 | 0 | 0 | 35,000 | 35,000 | 35,000 0.56% | 1,195,400 19.28% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 35,000 0.56% | 1,195,400 19.28% | N/A | ||
| Director | Living Spring International Development Co., Ltd. Representative / Yu Sheng-Yi | 0 | 0 | 0 | 0 | 130,777 | 130,777 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | N/A |
| 0 | 0 | 0 | 0 | 0 | 0 | 35,000 | 35,000 | 35,000 0.56% | 35,000 0.56% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 35,000 0.56% | 35,000 0.56% | N/A | ||
| Director | Fukunaga Investment Co., Ltd. Representative / Lai Yueh-Hsin | 0 | 0 | 0 | 0 | 130,777 | 130,777 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | N/A |
| 0 | 0 | 0 | 0 | 0 | 0 | 35,000 | 35,000 | 35,000 0.56% | 35,000 0.56% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 35,000 0.56% | 35,000 0.56% | N/A | ||
| Director | Living Spring International Development Co., Ltd. Representative / Liu Ming-Hyung (Note14) | 0 | 0 | 0 | 0 | 130,777 | 130,777 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 130,777 2.11% | 130,777 2.11% | N/A |
| 0 | 0 | 0 | 0 | 0 | 370,180 | 35,000 | 50,000 | 35,000 0.56% | 420,180 6.78% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 35,000 0.56% | 420,180 6.78% | N/A |
(Continued)
| Job Title | Name | Remuneration of Director | The sum of A, B, C and D in proportion to Earnings | Remuneration in the capacity as employee | The sum of A, B, C, D, E, F and G to Earnings | Whether remuneration from any reinvestees other than subsidiaries is received |
|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration for Directors and Supervisors (C) | Professional practice (D) | Salaries, bonus and special subsidies (E) | Pension (F) | Employee bonus from earnings (G) |
| the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company | Companies included in the financial statement | the Company |
| Independent Director | Liu Hui Jun | 335,000 | 335,000 | 0 | 0 | 130,777 |
| Independent Director | Wu Chin-Jung | 600,000 | 600,000 | 0 | 0 | 130,777 |
| Independent Director | Chen Kin-Lung (Note 15) | 0 | 0 | 0 | 0 | 130,777 |
| 1. Please describe the policy, system, standards and structure of independent directors' compensation and the correlation with the amount of compensation paid based on the responsibilities, risks and time commitment. The remuneration payment is estimated in accordance with the company's articles of association and processed after discussion by the board of directors and a report at the shareholders meeting. The actual payment has been made with reference to the results of the director's performance evaluation and the recommendations after discussion by the remuneration committee for the board of directors' reference, and will be implemented after approval. 2. Remuneration to Directors providing service to entities within the Company's most recent financial reporting period (such as serving as non-employee consultants), in addition to remuneration disclosed in the above table: None. |
Note 1: Names of directors should be separately disclosed (Institutional shareholders should disclose the names of the institutional shareholders and representatives separately). The amount of remuneration should be disclosed in summary.
Note 2: It refers to the directors' compensation received for the recent year (including salaries of the directors, special responsibility allowance, severance pay, various bonuses, incentives, etc.).
Note 3: It refers to the remuneration of directors to be distributed in accordance with the proposal for distributing the recent year's earnings adopted at a meeting of board of directors and such proposal has not yet been submitted to the Shareholders' Meeting for approval.
Note 4: It refers to the relevant expenses for business operations paid to directors for the recent year (including transportation allowance, special allowance, various allowances and the provision of dormitory and vehicle, etc.). When a car, house and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also disclose the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration.
Note 5: It refers to the salaries, special responsibility allowance, severance pay, various bonuses, incentives, transportation allowance, special allowance, and the provision of dormitory and vehicle received by the director(s) who concurrently serve(s) as employee(s) (including concurrent General Manager, Deputy General Manager, and other managerial officers and employees) in the recent year. When a house, car, and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also describe the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 "Share-based payment" includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization.
Note 6: It refers to the employee remuneration (including stock and cash) received by the directors who concurrently serve(s) as employee(s) (including concurrent General Manager, Deputy General Manager, and other managerial officers and employees) in the recent year. It is required to disclose the amount of employee remuneration to be distributed in accordance with the proposal for distributing the recent year's earnings adopted at a meeting of board of directors. If it is not possible to estimate, the proposed distribution amount for this year shall be calculated in proportion to the actual distribution amount of last year and shall also be listed in TABLE 1-3.
Note 7: Disclose the total amount of remuneration paid to the directors by all the companies included in the consolidated financial statements (including the Company).
Note 8: Disclose the name of the directors in the respective range of total remuneration received from the Company.
Note 9: Disclose the name of the directors in the respective range of total remuneration received from all the companies included in the consolidated financial statements (including the Company).
Note 10: It refers to the net income of the recent year. After the adoption of IFRS.
Note 11: a. Specify the amount of remuneration received by directors from ventures other than subsidiaries or from the parent company in this field (Please fill in "None" if none).
b. Where the Company's directors received relevant remuneration from ventures other than subsidiaries or from the parent company, the remuneration received by the Company's directors from ventures other than subsidiaries or from the parent company shall be included in the "I" column of the remuneration bracket table with the column name changed to "the parent company and all invested companies."
c. The remuneration means pay, compensation (including compensation of employees, directors and supervisors) and business expenses received by the director serving as a director, supervisor or manager of ventures other than subsidiaries or of the parent company.
Note 12: The term of the 19th Board of Directors is from June 14, 2022, to June 09, 2025.
Note 13: The term of the $20^{\mathrm{th}}$ Board of Directors is from June 10, 2025, to June 09, 2028.
Note 14: This pertains to the remuneration and travel expenses amounting to NT$ 385,180 for individuals elected as supervisors in the consolidated financial statements.
Note 15: This pertains to the NT$697,900 paid by the Company in 2025 as the salary for the driver of independent director Chen Jinlong. (Excluding remuneration, see note 4 for details)
(2) Remuneration of General Manager, Deputy General Manager (Individual disclosure of name and remuneration method)
| Job Title | Name | Salary (A) | Pension (B) (Note 1) | Salaries, bonus and special subsidies (C) (Note 2) | Employee bonus allocated from earnings (D) (Note 3) | The sum of A, B, C and D in proportion to Earnings (Note 4) | Whether remuneration from any reinvestees other than subsidiaries is received? (Note 6) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the Company | Companies included in the financial statement (Note 5) | the Company | Companies included in the financial statement (Note 5) | the Company | Companies included in the financial statement (Note 5) | the Company | Companies included in the financial statement (Note 5) | the Company | Companies included in the financial statement (Note 5) | |||||
| Cash dividend | Stock dividend | Cash dividend | Stock dividend | |||||||||||
| GM | Chen Chin Hui | 3,007,200 | 3,007,200 | 0 | 0 | 210,983 | 210,983 | 73,000 | 0 | 73,000 | 0 | 3,291,183 | 53.08% | N/A |
| Deputy GM | Cheng Min Chuang | 2,221,800 | 2,221,800 | 108,000 | 108,000 | 86,545 | 86,545 | 56,000 | 0 | 56,000 | 0 | 2,472,345 | 39.88% | N/A |
| Deputy GM | Huang Te Hsin (Note 7) | 964,800 | 964,800 | 60,300 | 60,300 | 40,200 | 40,200 | 49,000 | 0 | 49,000 | 0 | 1,114,300 | 17.97% | N/A |
Note 1: NT$168,300 in the retirement pension is the amount of provision, and there is no actual payment of retirement pension this year.
Note 2: In 2025, GM and Deputy GM various bonuses, incentives, transportation allowance, special allowance, various allowances, provision of dormitory, vehicle and other in-kind provision and other compensations received amount. The number of accounts includes NT$297,528 for fuel and repairs, Corporate Governance Supervisor additional allowance of NT$40,200.
Note 3: Refers to the amount of employee compensation approved by the board of directors before the most recent annual shareholders meeting. The proposed distribution amount for this year is calculated in proportion to the actual distribution amount of last year.
Note 4: It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the individual or independent financial statements of the recent year.
Note 5: Disclose the total amount of remuneration paid to the GM and Deputy GM by all the companies (including the Company) included in the consolidated financial statements.
Note 6: Specify the amount of remuneration received by GM and Deputy GM from ventures other than subsidiaries or from the parent company in this field.
Note 7: The calculation certification period is from June 10, 2025 to December 31, 2025.
Note 8: The concept of the "compensation" disclosed in this Form is different from the income defined under the Income Tax Law. Therefore, the purpose of this Form is for information disclosure not for taxation.
(3) Employee Remuneration Distributed to Managers and Distribution Situation:
March 31, 2026
| Managerial officer | Job Title | Name | Stock | Cash | Total | Total as a percentage of net income after tax (%)(Note1) |
|---|---|---|---|---|---|---|
| GM | Chen Chin Hui | 0 | 213,000 | 213,000 | 3.44% | |
| Deputy GM | Cheng Min Chuang | |||||
| Deputy GM | Huang Te Hsin | |||||
| Manager of Accounting Dept. | Yang, Fang Yi |
Note1: Refers to the amount of employee compensation approved by the Board of Directors for managerial officers in the most recent year. The net income after-tax refers to the net income after-tax in the standalone financial statements for the most recent year.
(4) Analysis of the proportion of the total compensation paid to the directors, president and vice president of the company in the last two years by the company and all companies in the consolidated financial statements to the net profit after tax of individual financial reports, and explain the compensation policies, standards and combinations, and procedures for setting compensation structure and its correlation with operating performance and future risks:
- Analysis of the proportion of total compensation in net profit after tax
| Job Title | The Company | All Companies | ||
|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |
| Director | 2.79% | 143.82% | 3.23% | 197.36% |
| GM & Deputy GM | 1.09% | 110.93% | 1.09% | 110.93% |
Note: In the year 2025, the Company appointed an additional Deputy GM.
- Compensation policy
(1) Directors' compensation is in accordance with the spirit of corporate governance, and shall be paid corresponding compensation in accordance with the supervisory and management duties entrusted by the shareholders' meeting.
(2) The compensation of the president and vice president is to ensure that the company's salary and remuneration arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talents, and are handled in accordance with the established personnel management regulations.
- The standard and combination of Compensation
(1) Directors
1) Directors' remuneration
According to Article 26 of the Company's Articles of Incorporation, If the company makes a profit during the year, the board of directors shall decide to allocate no more than $2\%$ in cash as the director's remuneration, from the pre-tax profit deducting the amount of benefits before the distribution of employee remuneration and director's remuneration. A report to the shareholders meeting should be submitted. However, when the Company still has accumulated losses, it should reserve the amount to make up in advance, and then allocate the director's remuneration according to the proportion in the preceding paragraph.
2) Business execution costs
Pursuant to Article 21 of the Company's articles of Incorporation, the Company's directors' travel expenses and remuneration shall be determined by the authorized board of directors with reference to the industry standard, and shall also consider the recommendations of the Compensation and Remuneration Committee.
(2) Managerial officers
1) Maintenance salary
It is a recurring payment, and the salary is approved with reference to the salary market conditions, company operating conditions and organizational structure. And timely adjust according to market salary dynamics, overall economic and industrial prosperity changes, and government laws and regulations.
2) Incentive salary
According to Article 26 of the Company's articles of Incorporation, If the company makes a profit during the year, it shall allocate 1% to 2% as employee compensation, which shall be distributed in shares or cash by the resolution of the Board of Directors. The distribution object may include employees of control or subordinate companies who meet certain conditions The employee compensation distribution proposal shall be submitted to the shareholders meeting report. However, when the company still has accumulated losses, it should reserve the amount to make up in advance, and then allocate the employee's remuneration according to the proportion in the preceding paragraph. According to the bonus/year-end bonus issuance method, flexible payment will be made after evaluating the company's operating performance and individual employee differences.
- The correlation of remuneration and business performance
(1) Directors' remuneration
The Company has established a performance evaluation method for the board of directors. According to Article 3 of the method, six major items are evaluated, namely: ① grasping the company's goals and tasks; ② directors' awareness of responsibilities; ③ degree of participation in company operations; ④ internal relationship management and communication ⑤ Professional and continuing education of directors ⑥ Internal control. The amount paid this time is based on the self-assessment results of the performance evaluation of directors and members. The final approved amount shall be executed after discussion by the Compensation Committee and approval by the Board of Directors in 2025.
(2) Remuneration of Managerial officers \ General Manager, Deputy General Manager
The company has formulated personnel management measures to evaluate managers' performance. The evaluation items are leadership and planning ability, work achievement ability and efficiency, sense of responsibility, communication and coordination ability, authorization and guidance ability, work attitude, and cost awareness. The assessment results will calculate the payment amount, and the personal bonus remuneration will also be adjusted based on the performance of the current year. The final issued amount will be discussed by the Remuneration Committee and submitted to the Board of Directors for approval before implementation.
(3) Since 2019, Director liability insurance has been insured, and based on the assessment of existing litigation cases, it is unlikely that directors and Managerial officers will be liable, obligated or indebted in the future.
Corporate Governance Report
22
3. The State of Implementation of Corporate Governance
(1) Operations of Board of Directors
The Board held 7 meetings in year 2025 (The 19th and 20th Session). The attendance of Directors was as follows:
| Job Title
The 19th Session
(Note 3) | Name (Note 1) | The 19th Board (4 meetings) | | | Remarks (Note 2) |
| --- | --- | --- | --- | --- | --- |
| | | Actual Attendance | Attendance by Proxy | Actual Attendance Rate (%) (Note 2) | |
| Chairman | Liu I-Yee | 4 | - | 100 | The Board has been fully re-elected on June 10, 2025 |
| Director | Living Spring International Development Co., Ltd.
Representative / Lei, Chien | 4 | - | 100 | |
| Director | Tai Lian Investment Co., Ltd.
Representative / Chang Chi-Ming | 4 | - | 100 | |
| Director | Living Spring International Development Co., Ltd.
Representative / Yu Sheng-Yi | 4 | - | 100 | |
| Director | Fukunaga Investment Co., Ltd.
Representative / Lai Yueh-Hsin | 4 | - | 100 | |
| Director | Living Spring International Development Co., Ltd.
Representative / Liu Ming-Hyung | 4 | - | 100 | |
| Independent Director | Lin Hao-Li | 4 | - | 100 | |
| Independent Director | Wu Chin-Jung | 4 | - | 100 | |
| Independent Director | Chen Kin-Lung | 4 | - | 100 | |
| Job Title
The 20th Session
(Note 4) | Name (Note 1) | The 20th Board (3 meetings) | | | Remarks (Note 2) |
| --- | --- | --- | --- | --- | --- |
| | | Actual Attendance | Attendance by Proxy | Actual Attendance Rate (%) (Note 2) | |
| Chairman | Liu I-Yee | 3 | - | 100 | Re-election, complete re-election on June 10, 2025 |
| Director | Living Spring International Development Co., Ltd.
Representative / Lei, Chien | 3 | - | 100 | Re-election, complete re-election on June 10, 2025 |
| Director | Xinming Investment Co., Ltd.
Representative / Chang Chi-Ming | 3 | - | 100 | New appointment, complete re-election on June 10, 2025 |
| Director | Living Spring International Development Co., Ltd.
Representative / Yu Sheng-Yi | 3 | - | 100 | Re-election, complete re-election on June 10, 2025 |
| Director | Fukunaga Investment Co., Ltd.
Representative / Lai Yueh-Hsin | 3 | - | 100 | Re-election, complete re-election on June 10, 2025 |
| Director | Living Spring International Development Co., Ltd.
Representative / Liu Ming-Hyung | 3 | - | 100 | Re-election, complete re-election on June 10, 2025 |
| Independent Director | Liu Hui-Jun | 3 | - | 100 | New appointment, complete re-election on June 10, 2025. (Served as Convent of Audit Committee and Meeting Chairman ) |
| Independent Director | Wu Chin-Jung | 3 | - | 100 | Re-election, complete re-election on June 10, 2025. (Served as Member of Audit Committee) |
| Independent Director | Chen Kin Lung | 3 | - | 100 | Re-election, complete re-election on June 10, 2025. (Served as Member of Audit Committee) |
Note 1: The names of corporate shareholders and names of representatives shall be disclosed in case the director and Independent Directorate corporate organizations.
Note 2: (1) In case any director or supervisor resigns before the end of the year, mark the date of resignation on the remarks and the actual attendance rate (%) is calculated by the number of meeting attended during his/her term at the Board of the Directors and the number of actual attendance for calculation.
(2) In case of any director and supervisor reelection before the end of the year, fill in the new and former directors and supervisors in addition to marking the director and supervisor as new or former term, and date of reelection. The actual attendance rate (%) is calculated by the number of meeting attended during his/her term at the Board of the Directors and the number of actual attendance for calculation.
Note 3: The term of the 19th Board of Directors is from June 14, 2022, to June 09, 2025.
Note 4: The term of the 20th Board of Directors is from June 10, 2025, to June 09, 2028.
Other Items to Be Specified:
- Should one of the following occur, the meeting date, period, content of the resolution, opinions of all Independent Directors, and the Company's handling of the opinions of the Independent Directors shall be clearly stated:
(1) All the listed items in Article 14-3 of the Securities and Exchange Act:
| Date | Period | Proposal Content | Opinions of Independent Director Oppose or Retention | Independent Directors' opinions | Company's response to the opinions of independent directors: | Resolution Result | |
|---|---|---|---|---|---|---|---|
| 2025.1.17 | 19^{st} session | 15^{th} meeting | Discussion on the Year-End Bonus Plan for Directors and Managers Executing Business in the Company's Fiscal Year 2024 | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. |
| 2025.3.11 | 19^{st} session | 16^{st} meeting | Proposal of The Company's "Internal Control Statement" in 2024. | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. |
| Amend certain provisions of the Company's Articles of Incorporation | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. | |||
| 2025.5.12 | 19^{st} session | 18^{st} meeting | Proposal for the Establishment of the Company's "Procedures for Evaluating the Independence and Competence of the Certifying CPA" | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. |
| Discussion on the Proposal for the Remuneration of the Certifying CPA for the Fiscal Year 2025. | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. | |||
| Revision proposal of certain provisions of the company's "Internal Control System for the Shareholder Affairs Unit" | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. | |||
| 2025.8.11 | 20^{st} session | 2^{nd} meeting | Discussion on the Proposal for the Company to Purchase Liability Insurance for Directors and Key Officers | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. |
| Discussion on the public auction of the company's real estate at "Pacific | None | Approved Unanimously. | N/A | All the directors present unanimously |
| Date | Period | Proposal Content | Opinions of Independent Director Oppose or Retention | Independent Directors' opinions | Company's response to the opinions of independent directors: | Resolution Result | |
|---|---|---|---|---|---|---|---|
| Sunshine Four Seasons West Side, Yangmei District, Taoyuan City" | approved the proposal. | ||||||
| 2025.11.10 | 20stsession | 3steventing | Proposal for the Amendment of Certain Provisions of the Company's Internal Control System | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. |
| Review the Company's 2026 internal audit plan | None | Approved Unanimously. | N/A | All the directors present unanimously approved the proposal. |
(2) In addition to the aforementioned, the items in board resolutions regarding which Independent Directors have voiced opposing or qualified opinions on the record or in writing: None.
- The implementation of directors' recusal from resolutions involving conflicts of interest should specify the director's name, the content of the resolution, the reason for the conflict of interest, and the director's participation in voting.:
| Date | Period | Proposal Content | Name of Director Who Should Avoid Benefit | Reasons for avoiding interests and participation in voting | Board Resolution Result | |
|---|---|---|---|---|---|---|
| 2025.01.17 | 19thsession | 15thmeeting | Discussion on the Proposal for Year-End Bonuses for Executive Directors and Managers for the Fiscal Year 2024 | Chairman / Liu I-Yee Executive Director / Lei Chien | Proposal of the Executive Director year-end bonus. | Except for the directors who did not participate in the discussion and voting in accordance with the law, the other directors present agreed to pass |
| 2025.08.11 | 20thsession | 02thmeeting | Discussion on the remuneration of the executive directors, independent directors, and managers of the Ccompany | Chairman / Liu I-Yee Executive Director / Lei Chien Independent Director/ Liu Hui-Jun Wu Chin Jung Chen Kin Lung | Proposal of the remuneration of the executive directors, Independent Directors, | Except for the directors who did not participate in the discussion and voting in accordance with the law, the other directors present agreed to pass |
- The Company shall disclose the information of Self-Evaluation (or Peer) Evaluation of the Board of Directors, including general evaluation cycle, evaluation period, scope and method of evaluation and content of evaluation as follows:
Execution of Board Performance Evaluation
The company has completed the year 2025 board performance self-evaluation, and the results of the evaluation have been submitted to the board of directors report on January 27, 2026.
| Assessment Cycle (Note1) | Assessment Duration (Note2) | Scope of Assessment (Note3) | Assessment Method (Note 4) | Assessment Details (Note5) |
|---|---|---|---|---|
| Performed regularly once a year | From Jan.1, 2025 to Dec.31, 2025 | Performance evaluation of the Board of Directors | Internal self-evaluation of the board of directors | A. Participation in the operation of the company |
| B. Improve the quality of board decisions | ||||
| C. Board composition and structure | ||||
| D. Director selection and continuing education | ||||
| E. Internal Control | ||||
| Performance evaluation of the individual Director members | Internal self-evaluation of the self-evaluation of board members | A. Mastery of company goals and tasks | ||
| B. Awareness of Directors' Responsibilities | ||||
| C. Participation in the company's operations | ||||
| D. Internal relationship management and communication | ||||
| E. Professional and continuing education of directors | ||||
| F. Internal Control | ||||
| Performance evaluation of the Compensation Committee. | Internal self-evaluation of the self-evaluation of Compensation Committee | A. Participation in the operation of the company | ||
| B. Committee's responsibilities | ||||
| C. Improve the quality of committee decisions | ||||
| D. Committee composition and member selection | ||||
| Performance evaluation of the Audit Committee. | Internal self-evaluation of the self-evaluation of Audit Committee. | A. Participation in the operation of the company | ||
| B. Committee's responsibilities | ||||
| C. Improve the quality of committee decisions | ||||
| D. Committee composition and member selection | ||||
| E. Internal Control |
Note 1: Refers to the cycle of Board evaluations.
Note 2: Refers to the period covered by the Board evaluation
Note 3: The scope of performance evaluations includes the Board of Directors, individual directors, and functional committees.
Note 4: The evaluation method includes internal self-evaluation by the Board of Directors, self-assessment by directors, peer evaluation, and entrusting external professional institutions and experts or using other appropriate methods for performance evaluation.
Note 5: According to the scope of evaluation, evaluation items must at least include the following items:
(1) Board performance evaluation: At least includes level of participation in company operations, the quality of Board decisions, Board composition and structure, appointment of directors and their continued development, and internal controls.
(2) Individual director performance evaluation: At least includes grasp of company targets and missions, understanding of the director's role and responsibilities, level of participation in company operations, internal relationship management and communication, director's specialty and continued development, and internal controls.
(3) Audit Committee and Compensation Committee performance evaluation: Participation in company operations, understanding of the responsibilities of functional committees, improvement of the decision-making quality of functional committees, composition of functional committees, and member selection and internal control.
- Measures undertaken during the current year and past year (including the establishment of the Audit Committee, improvement of info transparency, etc.) in order to strengthen the functions of the Board of Directors and assessment of such implementation:
(1) The board of directors of the company performs decision-making and supervision functions such as convening, meeting, meeting and resolution of the board of directors in accordance with relevant laws and regulations, articles of association, corporate governance standards and relevant regulations; independent directors fully express their professional opinions when discussing, and exert their independence and professionalism; The establishment of functional committees such as the Audit Committee and the Compensation Committee will help improve the efficiency and quality of
deliberations through the use of the pre-audit function; implement the company's board of directors' diversification policy while taking into account the equity structure and deliberative efficiency. The convener of the Audit Committee and the Salary and Compensation Committee is the Independent Director / Lin Hao Li. The composition, responsibilities and operation of the relevant committees are disclosed in the annual report and the company's website.
(2) The Company has insured directors and managers' liability insurance with an insured amount of US$5 million to diversify the legal liability risks of directors and key managers, so that they can perform their business with peace of mind and enhance the company's management and governance capabilities.
(3) The Company has a complete corporate governance system, which is reviewed annually by the Functional Committee and submitted to the Company's corporate governance "Articles of Association", "Director Election Method", "Rules of Procedures of the Board of Directors", and "Corporate Social Code of Responsibility Practice, "Rules for the Responsibilities of Independent Directors", "Organization Rules of the Salary and Compensation Committee", "Organization Rules of the Audit Committee", "Operation Procedures for Self-assessment of Internal Control System", "Internal Control System", "Internal Audit Implementation Rules". In addition, the Company also formulated the "Application For Suspension and Resumption of Trading Procedures" to protect the rights and interests of investors.
(4) In addition to disclosing relevant information in accordance with the law on the Market Observation Post System (MOPS) established by the competent authority, the Company also provides comprehensive disclosures of operational and financial information through its annual report and corporate website. This effectively enhances the transparency of information, with timely updates and revisions made in accordance with new regulations or practical operations.
Corporate Governance Report
27
(2) Operations of Audit Committee
The Audit Committee( $2^{\text{nd}}$ term, $3^{\text{rd}}$ term) held four meetings in year 2025. The attendance of the Committee members is summarized as follows:
| Job Title | Name | 2ndAudit Committee (2 meetings) | Remarks (Note 1) | ||
|---|---|---|---|---|---|
| Actual Attendance | Attendance by Proxy | Actual Attendance Rate (%) | |||
| Member (Note 2) | Lin Hao Li | 2 | 0 | 100 | Has been fully re-elected.on June 10,2025 |
| Member (Note 2) | Wu Chin Jung | 2 | 0 | 100 | Has been fully re-elected.on June 10,2025 |
| Member (Note 2) | Chen Kin Lung | 2 | 0 | 100 | as been fully re-elected.on June 10,2025 |
| Job Title | Name | 3rdAudit Committee (2 meetings) | Remarks (Note 1) | ||
| --- | --- | --- | --- | --- | --- |
| Actual Attendance | Attendance by Proxy | Actual Attendance Rate (%) | |||
| Member (Note 3) | Liu Hui-Jun | 2 | 0 | 100 | New appointment, complete re-election on June 10, 2025.(Served as Convener of Audit Committee and Meeting Chairman ) |
| Member (Note3) | Wu Chin Jung | 2 | 0 | 100 | Re-election, complete re-election on June 10, 2025. |
| Member (Note 3) | Chen Kin Lung | 2 | 0 | 100 | Re-election, complete re-election on June 10, 2025. |
Note 1: (1) Where a specific independent director may be relieved from duties before the end of the fiscal year, specify the date of discharge in the "Remark" section. Actual attendance rate $(\%)$ was calculated based on the number of board meetings held during each director's term and the number of meeting s actually attended by that director.
(2) If an independent director is elected before the end of the year, incoming and outgoing independent directors shall be listed accordingly, and the Remark column shall indicate whether the status of an independent direct or is "outgoing", "incoming" or "re elected", and the date of election. Actual attendance rate $(\%)$ was calculated on the basis of the number of meetings held by the audit committee during each independent director's term and the number of meetings actually attended by that independent director.
Note 2: Refers to the term of the $2^{\mathrm{nd}}$ Audit Committee from 2022.06.14 to 2025.06.13.
Note 3: Refers to the term of the $3^{\mathrm{rd}}$ Audit Committee from 2025.06.10 to 2028.06.09.
Other Mentionable Items:
I. If any of the following applies to the operations of the Audit Committee, the date and session of the Board of Directors' Meeting, as well as the resolutions, resolutions of the Audit Committee and the company's actions in response to the opinions of the Audit Committee shall be stated.
(1) Matters specified in Article 14-5 of the Securities and Exchange Act:
| Date | Board of Directors Frequency / Session | Audit Committee Frequency / Session | Proposal Content | Resolution of the Audit Committee | Company's Response to the Opinions of Audit Committee | Resolution Result of the Board of Directors |
|---|---|---|---|---|---|---|
| 2025.3.11 | 16thmeeting 19stSession | 14thmeeting 2ndSession | Discussion of the 2024 Annual Report of Operations and Financial Statements | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. |
| Discussed the distribution of 2024 earnings | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| Proposal of The Company's "Internal Control Statement" in 2024. | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. |
| Date | Board of Directors Frequency / Session | Audit Committee Frequency / Session | Proposal Content | Resolution of the Audit Committee | Company's Response to the Opinions of Audit Committee | Resolution Result of the Board of Directors |
|---|---|---|---|---|---|---|
| Discussion on the Company's 2025 Business Plan Proposal | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| 2025.5.12 | 18thmeeting19stSession | 15thmeeting2ndSession | Discussion on the Proposal for the Remuneration of the Certifying CPA for the Fiscal Year 2025. | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. |
| Discuss the company's consolidated financial statements for the first quarter of 2025 | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| Proposal for the Amendment of Certain Provisions of the Company's "Internal Control System for the Stock Affairs Department" | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| 2025.8.11 | 2ndmeeting20stSession | 1stmeeting3rdSession | Discussion on the Company's Business Report and Consolidated Financial Statements for the Second Quarter of 2025 | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. |
| Discussion on the Proposal for Cash Dividend Distribution for the First Half of 2025 | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| Discussion on the Proposal for the Company to Purchase Liability Insurance for Directors and Key Officers | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| 2025.11.10 | 3rdmeeting20stSession | 2ndmeeting3rdSession | Discussion on the Company's Consolidated Financial Statements for the Third Quarter of 2025 | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. |
| Proposal for the Amendment of Certain Provisions of the Company's Internal Control System | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. | |||
| Review the Company's 2026 internal audit plan | All the members present unanimously approved the proposal. | N/A | All the directors present unanimously approved the proposal. |
(2) Aside from said circumstances, resolution(s) not adopted by the Audit Committee but receiving the consent of two thirds of the Board of Directors: None.
- The implementation status of independent directors' avoidance of a conflict of interest (shall state the name of the independent director, the content of the proposal, the reasons for the avoidance of interest conflict, and the voting status): None.
- Communication between the independent directors and the internal audit supervisors and accountants (shall include the major issues, methods and results of the company's financial and business conditions)
(1) Communication policies between independent directors, audit committee members, accountants and audit supervisors:
-
Independent directors, members of the audit committee and accountants have regular meetings at least once a year. The accountants report to the independent directors and members of the audit committee on matters related to the company's review plan, findings and results. In case of major abnormalities, a meeting will be conducted for discussion at any time.
-
Independent directors, audit committee members and audit supervisors meet at least once a year to report on the company's internal audit status and internal control operations; meetings can be convened at any time in the event of major abnormalities.
-
Independent directors and audit committee members may communicate with accountants and audit supervisors by telephone or email at any time when they deem it necessary.
(2) Communication between independent directors, audit committee members and accountants:
-
The accountant gave a detailed explanation on the scope and time of the company's annual audit, audit findings, narrations of key issues, and the impact of new accounting principles.
-
The accountant discusses and communicates with the questions raised by the participants
(3) Communication between independent directors, audit committee members and audit supervisors:
-
The audit supervisor's explain the scope of the company's audit and its implementation status.
-
The audit supervisor discusses and communicates with the questions raised by the participants.
(4) Summary of the communication between independent directors, audit committee members and accountants:
| Date | Communication highlights | Communication conclusion |
|---|---|---|
| 2025.11.10 | 1. Ethics and Independence | |
| 2. Firm Quality Control System | ||
| 3. Types of Review Conclusion Issuance | ||
| 4. Scope of Review | ||
| 5. Annual Audit Planning | ||
| 6. Updates on Important Securities and Regulatory Laws | The quarterly financial reports have been approved by the Audit Committee and submitted to the Board of Directors, announced and reported to the regulatory authorities as scheduled, with attention paid to major risk assessments, special focus during audit planning, and thorough execution of key audit matters during the audit.. |
(5) Summary of the communication between independent directors and audit committee members and the audit supervisor
| Date | Communication highlights | Communication conclusion |
|---|---|---|
| 2025.11.10 | 1. Discussion on annual audit report of 2025 | |
| 2. Implementation status of 2025 audit plan | ||
| 3. Explanation of Amendments to the Internal Control System | The audit plan of the current year was implemented as planned, no major findings and critical impact on internal control. |
(3) Corporate Governance Status, Differences with Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 1. Does the company follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, and has the company established and disclosed its own Corporate Governance Best Practice Principles? | V | The company has formulated a code of practice for corporate governance and disclosed it on the company's website. | No significant variances | |
| 2. The Company's shareholding structure and shareholders' equity | ||||
| (1) Does the Company stipulate internal operating procedures to deal with shareholders' suggestions, doubts, disputes and litigation matters, and implement them according to procedures? | ||||
| (2) Does the Company have a list of the ultimate controllers of the major shareholders and major shareholders of the actual control Company? | V | The Company's spokesperson and the stock office are responsible for handling and responding to shareholders' related issues. In addition, the internal operations of the stock office have been handled in accordance with procedures. | ||
| The Company maintain a good relationship with major shareholders and has a list of the ultimate controllers of major shareholders. | No significant variances | |||
| 3. the composition and duties of the board of directors | ||||
| (1) Does the board of directors formulate a diversified policy and implement it in terms of membership? | V | (1) The Company has formulated the director diversity policy in Article 20 of the Code of Corporate Governance Practices, and disclosed it on the company's website and the Market Observation Post System. The company will set up other various functional committees according to actual needs.(Note 1) | ||
| (2) Check the member list of the 20th Board of Directors, there is two female member. Some members are good at leadership, operation judgment, operation management, crisis management, and has industry knowledge and international market views, including Liu I-Yee, Lei Chien, Chang Chi Ming, Yu Sheng Yi, Lai Yueh Hsin and Liu Ming Hyung, Independent director Independent director Liu Hui jun, a | No significant variances |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| lawyer with expertise, has extensive practical legal experience, which will help the Company reduce operational risks, strengthen risk management capabilities, and enhance corporate governance. Independent director Wu Chin Jung passed the Central Bank Second Class Special Examination and Senior Civil Service Examination in 1984. Besides, Mr. Wu is also specialized in corporate law and securities law. Independent director Chen Kin Lung has expertise in investment and real estate development. For the board member diversity policy, please refer to (page 10). 4. Board diversity and independence are disclosed on the company website: Investor Section / Corporate Governance / Board Diversity Policy https://www.pacific-group.com.tw/i nvestor/ (3) The current board of directors of the Company consists of nine directors, including two executive directors, three independent directors and four non-executive directors. The members have extensive experience and expertise in finance, business and management. In addition, the company emphasizes gender equality in the composition of the board of directors, aiming to increase the proportion of female directors to at least one-third (33%). Currently, male board members account for 78% (7 members), while female members account for 22% (2 members). The Company will strive to increase the number of female directors in the future to achieve this goal. There are 3 independent directors,There is 1 person with less than 1 year of experience, and 2 people with more than 6 years of reappointment experience; Of the 9 |
32
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (2) Does the Company voluntarily set up other functional committees in addition to the salary remuneration committee and the audit committee? | V | directors, 4 are over 71 years old, 4 are between 51 and 69 years old, there are 1 under 50 years old. |
Other functional committees will be established by the Company based on actual needs. | No significant variances |
| (3) Does the Company stipulate the performance appraisal methods of the board of directors and their assessment methods, and conduct performance evaluations every year and regularly? | V | | The Company has passed the "Board Performance Evaluation Policies" at the sixth meeting of the 17^{th} session of the Board of Directors on November 6, 2018, and has issued performance self-evaluation questionnaires to all members of the board of directors in December each year for the evaluation on the overall board performance appraisal, Compensation Committee and Audit Committee performance appraisal and self-evaluation for themselves.
The Company's overall board performance self-evaluation covers the following five aspects:
A. The degree of participation in the Company's operations.
B. Improvement on the quality of board decision-making.
C. The composition and structure of the board of directors.
D. Selection and continuing education of directors.
E. Internal control.
The measurement items for the self-performance evaluation of board members cover the following six aspects:
A. Mastery of company goals and missions.
B. Awareness of directors' responsibilities.
C. The degree of participation in the | No significant variances |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| company's operations. | ||||
| D. Internal relationship management and communication. | ||||
| E. Professional and continuing education of directors. | ||||
| F. Internal control. | ||||
| Compensation Committee performance evaluation measurement items: | ||||
| A. The degree of participation in the Company's operations. | ||||
| B. Recognition of the responsibilities of functional committees. | ||||
| C. Improvement on the decision-making quality of functional committees. | ||||
| D. Functional Committee composition and member selection. | ||||
| Audit Committee performance evaluation measurement items: | ||||
| A. The degree of participation in the Company's operations. | ||||
| B. Recognition of the responsibilities of functional committees. | ||||
| C. Improvement on the decision-making quality of functional committees. | ||||
| D. Functional Committee composition and member selection. | ||||
| E. Internal control. |
The evaluation method is an internal assessment conducted by the board meeting unit. It uses internal questionnaires and covers four parts: board operation, director participation, remuneration committee operation, and audit committee operation. This involves directors evaluating the operation of the board, directors assessing their own participation, remuneration committee members evaluating the committee's operation, and audit committee members evaluating the committee's operation. After all the questionnaires are collected in January each year, the working unit | |
34
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (4) Does the company regularly assess the independence of the CPA | V | will analyze the results according to the policies and report the results to the board of directors, with the suggestions for improvement. The evaluation results are also disclosed on the Company's official website.The results of the 2025 board performance evaluation are as follows: (Full score: 5 points)1. The overall board performance appraisal self-evaluation average score is 4.84 points2. The overall average score of the board members' self-evaluation is 4.8 points3. Performance appraisal and self-evaluation of functional committees1) The average self-evaluation score of the compensation committee performance appraisal is 4.95 points2) The average self-evaluation score of the audit committee performance appraisal is 4.92 pointsAccording to the results of the performance appraisal of the board of directors in 2025, the overall performance of the board of directors is still excellent. The results were reported to the board of directors on January 27, 2026.The Company pays individual directors' salary and remuneration with reference to the results of performance evaluation.The accounting department evaluates the independence and competency of certified public accountants once a year. In 2025, the accounting department evaluated CPAs Chih,Shih-Chin and Pan, Jun-Ming of KPMG, both of whom are in line with the company's independence (Note 1) and suitability (Note 2) assessment standards to be | No significant variances |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| qualified to serve as the Company’s CPA. It has been reported to the board of directors on May 12, 2025. | ||||
| 4. Does the listed Company have a suitable and appropriate number of corporate governance staff and designates a corporate governance leader to be responsible for corporate governance related matters (including but not limited to providing information required by directors and supervisors to perform business, assisting directors and supervisors to comply with relevant laws and regulations, handle matters related to meetings of the board of directors and shareholders in accordance with the laws and regulations, prepare minutes of the meetings of the board of directors and shareholders, etc.)? | V | On March 25, 2021, the 12th meeting of the 18th session of the Board of Directors of the Company agreed to appoint a Corporate Governance Supervisor, and appointed Ms. Huang De-Xin, Deputy General Manager of the Company's Finance Department, as the Corporate Governance Supervisor. The responsibilities are as follows: 1. Assist in the appointment and training of directors 2. Responsible for providing the information required by the directors to execute their business 3. Assist directors to comply with laws and regulations 4. Handle matters related to the meeting of the board of directors and the shareholders' meeting according to the law 5. Other matters stipulated in the company's articles of association or contracts, etc. As for the 2025 annual plan, the implementation status so far is as follows: 1) Directors' liability insurance: On August 11, 2025, the directors and key employees' liability insurance has purchased in accordance with the regulations, and approved by the Board of Directors on the same day. 2) Performance evaluation of the board of directors: The performance evaluation was conducted for the first time in 2025 and was reported to the board of directors on January 27, 2026. 3) Director's training: The board meeting unit in 2024 invited the Taiwan Stock Exchange to forwarded relevant course information of various institutions from time to time for | No significant variances | |
| the board of directors and shareholders to the board of directors' office. The board met the following criteria: 1) Director's liability insurance: On August 11, 2025, the directors and key employees' liability insurance had purchased in accordance with the regulations, and approved by the Board of Directors on the same day. 2) Performance evaluation of the board of directors: The performance evaluation was conducted for the first time in 2025 and was reported to the board of directors on January 27, 2026. 3) Director's training: The board meeting unit in 2024 invited the Taiwan Stock Exchange to forwarded relevant course information of various institutions from time to time for |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| directors’ reference.4) Initiated the preparation works for ESG sustainability report5) Other important matters: Notified the latest laws and regulations or passed the relevant information on policy promotion to the competent authority for the directors’ reference | ||||
| 5. Whether the Company established a mechanism of communicating with its Stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) or created a Stakeholders Section on its Company website? Does the Company respond to stakeholders’ questions on corporate responsibilities? | V | In the special area of the Company's website for stakeholders, the spokesperson and relevant department personnel will communicate with the stakeholders and provide sufficient information.Company Website Stakeholders Section https://www.pacific-group.com.tw/contact/ | No significant variances | |
| 6. Whether the company appoint a professional stock affairs agency to handle the the shareholders meeting? | V | The company got approval for stock affairs self-administered, and a stock affairs office is set up to handle the affairs of the shareholders meeting. | No significant variances | |
| 7. Information Disclosure(1) Whether the Company establish a corporate website to disclose information regarding its financials and corporate governance status? | V | The company has disclosed the company's financial and business information on the company's website and updated it at any time, and various corporate governance-related policies and procedures have also been disclosed on the website. | No significant variances | |
| (2) Other information disclosure channels (e.g. maintaining an English website, assigning personnel to handle information collection and disclosure, appointing spokespersons, webcasting investorsconference etc.) | V | Already appointed a dedicated person to update company information at any time and expose it on the website. The company also formulated the spokesperson procedure. The briefing of the Institutional Investor Conference has been placed on the company website. | No significant variances | |
| (3) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, | V | The Company has planned to announce and report the annual financial report within two months after the end of the fiscal year, and announce and report the financial reports for the first, second and | The company will evaluate and strive to achieve | |
| income and return on assets | income and return on assets | |||
| 8. How to make sure the company is able to provide information about the financials and the governance of the shareholders meeting? | the financials and governance of the shareholders meeting. | No significant variances | ||
| 9. How to make sure the company is able to provide information about the financials and the governance of the shareholders meeting? | the financials and governance of the shareholders meeting. | No significant variances |
Corporate Governance Report
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | |||
|---|---|---|---|---|---|
| Yes | No | Explanation | |||
| second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline? | third quarters and the operating status of each month before the prescribed deadline. | ||||
| 8. Whether the Company disclosed other information to facilitate a better understanding of its corporate governance practices (e.g. including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)? | V | The Company has disclosed information of stakeholders, investors, and employees, on the Company's website, as well as the operation of the board of directors. In order to strengthen risk management, the Company has insured liability insurance for directors and important managers, and annually report to the Board on the operation and implementation of risk management | No significant variances | ||
| 8~1. Other important information that helps to understand the operation of corporate governance (1) When the company convenes the board of directors, all directors, independent directorsm, and Corporate Governance Supervisor will attend the meeting in person, except for going abroad or their own important tasks. (2) The directors (including independent directors) of the Company have implemented the avoidance of the interested proposal (3) The Business Development Department of the Company has an after-sales service team to provide customers with related maintenance services. (4) The training list of directors, independent directors and the corporate governance supervisor is as follows (i) Directors | |||||
| Job Title | Name | Advancement Date | Organizer | Course Title | Hours |
| Chairman | Liu I-Yee | 2025.07.09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit Forum | 6 |
| Director | Lei Chien | 2025.07.09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit Forum | 6 |
| Director | Chang Chi Ming | 2025.07.09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit Forum | 6 |
| Director | Yu Sheng Yi | 2025.07.09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit Forum | 6 |
38
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| Job Title | Name | Advancement Date | Organizer | Course Title |
| --- | --- | --- | --- | --- |
| Director | Lai Yueh Hsin | 2025.05.05 | Securities and Futures Market Development Foundation of the R.O.C. (Taiwan) | 2025 Anti-Insider Trading Awareness Seminar |
| 2025.07.09 | Taiwan Stock Exchange, | 2025 Cathay Sustainable Finance and Climate Change Summit Forum | ||
| 2025.12.05 | Securities and Futures Market Development Foundation of the R.O.C. (Taiwan) | New Perspectives on Corporate Hedging: Addressing Currency Challenges and Asset Management Trends | ||
| Director | Liu Ming Heng | 2025.07.09 | Taiwan Stock Exchange, | 2025 Cathay Sustainable Finance and Climate Change Summit Forum |
| Independent Director | Liu Hui-Jun | 2025.06.26 | Chinese Corporate Governance Association (CCGA) | Disclosure of Material Company Information and Responsibilities of Directors and Supervisors |
| 2025.08.06 | The Chinese National Association of Industry and Commerce | In-depth Analysis of Management Control Disputes | ||
| Independent Director | Wu Chin Jung | 2025.07.09 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit Forum |
| Independent Director | Chen Kin Lung | 2025.07.08 | Taiwan Stock Exchange | 2025 Cathay Sustainable Finance and Climate Change Summit Forum |
(ii) Corporate Governance Supervisor
| Name | Advancement Date | Organizer | Course Title | Hours |
|---|---|---|---|---|
| Huang Te Hsin | 2025.07.09 | Taiwan Stock Exchange, | 2025 Cathay Sustainable Finance and Climate Change Summit Forum | 12 |
| 2025.10.28 | Chinese Corporate Governance Association (CCGA) | 202510 Fubon Insurance - AI Application and Corporate Governance Seminar | ||
| 2025.10.31 | Securities and Futures Market Development Foundation of the R.O.C. (Taiwan) | 2025 Internal Insider Share Trading Legal Compliance Seminar |
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 9. Please explain the improvements made based on the most recent annual corporate governance evaluation results released by the Taiwan Stock Exchange Corporation's Corporate Governance Center, and propose priority areas and measures for those not yet improved. | ||||
| The Company's improvements in the corporate governance evaluation for year 2025 are as follows: | ||||
| 1. The Company has established an information security risk management framework, formulated information security policies, concrete management plans, and allocated resources for information security management, with disclosures made on the company website. | ||||
| 2. The Company has established policies to appropriately reflect operational performance or results in employee compensation and disclosed these in the annual report. | ||||
| Priority areas and measures for those not yet improved: | ||||
| 1. Implement concrete measures to enhance corporate value, report to the Board of Directors, and disclose relevant information on the Market Observation Post System. | ||||
| 2. Starting from year 2026, hold two institutional investor presentations every year to communicate with investors. |
Corporate Governance Report
40
Note 1 : The list of CPA independence assessment criteria :
| Assessment item | Independence |
|---|---|
| 1. The appointed CPA has no direct or indirect financial interest in the Company. | Yes |
| 2 The appointed CPA has not engaged in any financing or guarantee arrangements with the Company or its directors. | Yes |
| 3. The appointed CPA's audit work is not influenced by concerns over potential client loss. | Yes |
| 4. The appointed CPA has no close business relationship or potential employment relationship with the Company. | Yes |
| 5. The appointed CPA has no contingent fees related to the audit engagement. | Yes |
| 6. The Company has not failed to rotate CPAs for a consecutive period of seven years. | Yes |
| 7. The appointed CPA has not held any position as a director, manager, or any other role with significant influence over audit matters within the Company during the past two years or currently. | Yes |
| 8. The non-audit services provided by the appointed CPA firm do not directly impact key aspects of the audit engagement. | Yes |
| 9. The appointed CPA has not promoted or brokered the Company's issuance of stocks or other securities. | Yes |
| 10. The appointed CPA has not acted as legal counsel for the Company or represented the Company in resolving disputes with third parties. | Yes |
| 11. The appointed CPA has no familial relationship with any of the Company's directors, managers, or individuals in positions significantly influencing audit services. | Yes |
| 12. No former partner of the appointed CPA firm has assumed a role as the Company's director, manager, or other position of significant influence over audit matters within one year of leaving the firm. | Yes |
| 13. The appointed CPA has not received any significant gifts or gratuities from the Company or its directors or managers. | Yes |
| 14. The appointed CPA has not accepted improper accounting policy choices or financial statement disclosures from the Company's management, nor reduced necessary audit procedures for the purpose of lowering audit fees. | Yes |
Corporate Governance Report
41
Note 2: Criteria for Evaluating the Competence of the CPA
| Assessment item | Competence |
|---|---|
| Dimension 1: Professional Competence | |
| 1-1 Audit Experience: Whether the CPA and audit personnel at the managerial level or above possess sufficient auditing experience to perform audit engagements. | Yes |
| 1-2 Training Hours: Whether the CPA and audit personnel at the managerial level or above receive adequate annual training to continuously enhance their professional knowledge and skills. | Yes |
| 1-3 Staff Turnover Rate: Whether the audit firm maintains a sufficient level of experienced personnel. | Yes |
| 1-4 Professional Support: Whether the audit firm has adequate professional resources (e.g., valuation specialists) to support the audit team. | Yes |
| Dimension 2: Quality Control | |
| 2-1 CPA Workload: Whether the CPA’s workload is excessive, including the number of public companies they serve as signing auditor and the proportion of available working hours allocated. | Yes |
| 2-2 Audit Involvement: Whether the audit team members are appropriately involved at each stage of the audit engagement. ve receive adequate annual training to continuously enhance their professional knowledge and skills. | Yes |
| 2-3 Engagement Quality Control Review (EQCR): Whether the EQCR reviewer has committed sufficient time to perform the review of the audit engagement. | Yes |
| 2-4 Quality Control Support Capability: Whether the audit firm has adequate quality control personnel to support the audit team. | Yes |
| Dimension 3: Independence | |
| 3-1 Non-Audit Service Fees: Whether the proportion of non-audit service fees charged by the audit firm and its affiliates to the attestation client and its group affects the auditor’s independence. | Yes |
| 3-2 Client Familiarity: Whether the cumulative number of years the audit firm has provided financial statement audit services to the attestation client affects its independence. | Yes |
| Dimension 4: Oversight | |
| 4-1 Deficiencies and Sanctions from External Inspections: Whether the firm’s quality control system and audit engagements are conducted in accordance with relevant laws and standards. | Yes |
| 4-2 Regulatory Letters for Improvement: Whether the firm’s quality control system and audit engagements are executed in compliance with applicable laws and standards, as required in regulatory directives for corrective actions. | Yes |
| Dimension 5: Innovation Capability | |
| 5-1 Innovation Planning or Initiatives: The audit firm’s commitment to enhancing audit quality, including its innovation capabilities and planning, and whether these contribute to improving audit quality. | Yes |
(4) Establishment, functions, and operations of the Remuneration Committee:
- The company established the Remuneration Committee on December 8, 2011. Its main responsibility is to formulate the following proposals and submit them to the board of directors for discussion:
(1) Regularly review the performance evaluation and remuneration system of directors and managers.
(2) Regularly evaluate and recommend director rand manager remuneration and other tasks.
- The information and operation of the Remuneration Committee members are as follows:
(1) Members of the Remuneration Committee
Maech 31, 2026
| Qualification
Job Title
(Note 1) Name | | | Professional Qualifications and Experiences | Independence Status | Number of other public companies where the person holds the title as Remuneration Committee member |
| --- | --- | --- | --- | --- | --- |
| 5th Session | Independent Director (Convener) | Lin Hao Li | Note 1 | Note 1 | Nil |
| | Independent Director | Wu Chin Jung | Note 1 | Note 1 | Nil |
| | Independent Director | Chen Kin Lung | Note 1 | Note 1 | 3 |
| 6th Session | Independent Director (Convener) | Liu Hui-Jun | Note 1 | Note 1 | 2 |
| | Independent Director | Wu Chin Jung | Note 1 | Note 1 | Nil |
| | Independent Director | Chen Kin Lung | Note 1 | Note 1 | 3 |
Note 1: Please refer to the relevant sections of information on directors (2) for related content (page 8-9)
(2) Operations of the Remuneration Committee
a. The Company's Remuneration Committee consists of 3 members.
b. The committee term for this year includes the fifth and sixth sessions, as follows:
5th Session: From June 14, 2022 to June 9, 2025.
6th Session: From June 10, 2025 to June 9, 2028.
c. The Committee held 4 meetings in the 2025 and the attendance of the Committee members is summarized as follows:
| Job Title | Name | Actual Attendance (B) | Attendance by Proxy | Actual Attendance Rate (%)(B/A) | Remarks | |
|---|---|---|---|---|---|---|
| 5thSession | Convener | Lin Hao Li | 3 | 0 | 100 | |
| Member | Wu Chin Jung | 3 | 0 | 100 | ||
| Member | Chen Kin Lung | 3 | 0 | 100 | ||
| 6thSession | Convener | Liu Hui-Jun | 1 | 0 | 100 | |
| Member | Wu Chin Jung | 1 | 0 | 100 | ||
| Member | Chen Kin Lung | 1 | 0 | 100 | ||
| Other mentionable items: | ||||||
| I. If the Board of Directors does not adopt or amend the Remuneration Committee’s suggestions, please specify the meeting date, term, contents of motion, resolution of the Board of Directors, and the |
company's handling of the remuneration committee's opinions (if the remuneration approved by the Board of Directors is superior than that suggested by the remuneration committee, please specify the deviation and reason): None.
II. If a member has a dissenting or qualified opinion, if a member has a dissenting or qualified opinion, that a member has a record or reservation that is recorded or stated in a written statement, the date and session of the Remuneration Committee, the content of the proposal, all members' opinions, and the handling of the opinions of the member of the Remuneration Committee shall be stated: None.
(3) Resolutions of the 2025 Annual Remuneration Committee
| Date | Session | Agenda Content | Resolution Result | Company's Handling of Opinions from the Remuneration Committee | |
|---|---|---|---|---|---|
| 2025.1.17 | 5^{st} session | 7^{th} meeting | Discussion on the 2024 Annual Year-End Bonus for Executives and Managers of the Company, for consideration. | All attending committee members agreed to approve. | Submitted to the Board of Directors and approved by all attending directors. |
| 2025.3.11 | 5^{st} session | 8^{th} meeting | Regarding the manager's salary adjustment proposal, it is requested for discussion. | All attending committee members agreed to approve. | Submitted to the Board of Directors and approved by all attending directors. |
| 2025.5.12 | 5^{st} session | 9^{th} meeting | Discuss the proposal for the distribution of directors' remuneration for the year 2024, and request approval. | All attending committee members agreed to approve. | Submitted to the Board of Directors and approved by all attending directors. |
| 2025.8.11 | 6^{st} session | 1^{st} meeting | Discuss the proposed remuneration for executive directors and managers, and submit it for approval. | All attending committee members agreed to approve. | Submitted to the Board of Directors and approved by all attending directors. |
(5) Implementation of difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| 1. Does the Company establish a full-time (or concurrent) unit to promote sustainable development? Does the board of directors authorize the senior management level to handle relevant tasks and report related situations to the board? | V | The Company set up a "ESG Promotion Team" in 2022, which is led by the general manager, responsible for the head of governance supervisor to promote. It will review the company's core operational capabilities with a number of middle and senior executives in different fields, and identify sustainable issues related to Company operations and stakeholders' concerns through meetings, plan and implement annual plans, and track implementation results to ensure that sustainable development strategies are fully implemented in the Company's daily operations. The Company completed the 2025 "Sustainability Report" by the end of June 2026, and will report to the board of directors regularly. In addition, the company has formulated the "Sustainable Development Code of Practice" and "Corporate Governance Code of Practice", which are published on the company's website. | No significant difference | |
| 2. Does the Company perform risk assessments on environmental, social, and corporate governance issues related to its business operations in accordance with the principles of materiality, and stipulate relevant risk management policies or strategies? (Note 2) | V | The Company has strived for environmental protection and industrial safety to reduce and prevent adverse environmental protection and occupational safety and health impacts; The Company has also formulated the "Code of Ethics", "Sustainable Development Best Practice Principles", "Integrity Management Code", "Integrity Management Operation Procedures and Behavior Guidelines", "Self-assessment Internal Control System", and "Risk Management Policies and Procedures" etc. Through the continuous operation of various management systems and procedures, risks related to the operation of the environment, employee safety, customers, suppliers, and various stakeholders can be well managed in timely manner. The company's guiding principle is that the top managers of various departments and functional units conduct regular meetings to identify the risk factors they may face. For the | No significant difference |
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| economic, financial, operational, environmental, social and corporate governance issues faced by various operations, each functional unit identifies strategies, operations, finance, hazards, Information security, regulatory compliance, climate change and other risks, As well as evaluates the risks of various issues according to the principle of materiality, selects risk management categories, formulates relevant risk management strategies and preventive measures, quantifies the identification results, and continues to implement improvement countermeasures and preventive measures for each risk category, so that All risks generated are controlled within an acceptable range. Based on the risk assessment, formulate relevant risk management policies or strategies as follows: |
- Environmental aspects:
(1) The work schedule of carbon emission inventory and verification has been approved on May 10, 2022, to further formulate carbon reduction plans.
(2) For waste reduction, emission reduction, pollution prevention, etc., various management measures will be formulated to implement and control, and actively avoid the risk of environmental pollution.
(3) Well perform garbage classification, minimize waste, and consider the minimum waste and recyclability rate when developing products.
2 Social aspect
(1) Regularly conduct information security training for all employees every year to enhance employees' awareness of information security and avoid the risk of company and customer data leakage.
(2) Internal important websites and application systems are isolated from the external Internet by firewalls to improve network security and avoid the risk of external malicious intrusions and attacks, and conduct regular information | |
46
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| system disaster recovery drills. Moreover, ISO27001 was also introduced to strengthen information security. |
(3) Regularly hold employee welfare committees and labor-management meetings to communicate with employees, and provide timely publicity of laws and regulations to avoid labor disputes. Employees can make suggestions through meetings or suggestion boxes, and the company and employees will work together to create a harmonious and good labor-management relationship.
(4) To formulate various management measures, and industrial safety personnel will audit the implementation of safety and health conditions of each unit at any time, and propose improvements in a timely manner, with the goal of achieving a safe and healthy working environment.
3 Corporate governance
(1) The Company conducts training courses related to corporate governance internally to strengthen employees' awareness of compliance with laws and regulations.
(2) Company executives and directors take courses related to corporate governance externally to improve their knowledge of corporate governance.
(3) Every year, each department conducts internal control self-assessment to review the implementation of internal control and compliance with laws and regulations in the previous year.
(4) In response to industrial changes, including technological changes, insufficient innovation, and changes in business models, take the following measures:
a. Economic committee meetings are conducted every 2 week to discuss company development decisions. | |
47
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| b. Make regular project progress tracking reports. c. The project plan, cost, market, etc. should be clearly formulated and reported | ||||
| 3. Environmental issues (1) Does the Company establish an appropriate environmental management system based on its industrial characteristics? | V | On May 10, 2022, the Company has approved the carbon emission inventory and verification work schedule, and the inventory schedule has been set as the basis for formulating carbon reduction plans, and follow-up tracking of emission reduction results. In addition, the wastewater treatment, noise control, and waste recycling and disposal under construction are all in accordance with the environmental safety management system and environmental protection laws and regulations. | No significant difference | |
| (2) Is the company committed to improving the utilization efficiency of various resources and using recycled materials that have a low impact on the environment? | V | The Company continuously strives to improve the efficiency of resource utilization. For example, except for visitors, the company does not provide paper cups; employees are required to bring their own drinking cups and are encouraged to bring their own eco-friendly chopsticks. Envelopes and kraft paper bags are reused as official document delivery bags. Paperless presentations are implemented in meetings, and regular meetings are conducted via video conferencing to reduce personnel travel. Customers are also requested to provide carriers or email addresses to reduce the sending of electronic invoices, thereby decreasing transportation-related carbon emissions. The Company uses raw material building materials and requires subcontractors to actively manage material recycling during construction and reduce pollution in the manufacturing process, aiming to lessen the environmental impact. | No significant difference | |
| (3) Does the Company evaluate the potential current and future risks and opportunities of climate | V | The Company attaches great importance to issues related to climate change, so employees are asked to take actions in their daily works. For example, documents are printed on both | No significant difference | |
| sources, and the company is not required to provide information about the environmental impact of climate change. The Company also asks employees to take action in their daily work. For example, the company is not required to provide information about the environmental impact of climate change. The company also asks employees to take action in their daily work. For example, the company is not required to provide information about the environmental impact of climate change. The company also asks employees to take action in their daily work. For example, the company is not required to provide information about the environmental impact of climate change. The company also asks employees to take action in their daily work. For example, the company is not required to provide information about the environmental impact of climate change. The company also asks employees to take action in their daily work. For example, the company is not required to provide information about the environmental impact of climate change. The company also asks employees to take action in their daily work. |
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| change to itself, and take measures to respond to climate-related issues? | sides as much as possible, recycling boxes are set up next to the photocopier for recycling of recycled paper. The Company uses electronic invoices and encourages employees to transmit official documents or letters electronically, which can greatly reduce paper consumption. In addition, the office sets the air-conditioning temperature at 26 degrees in summer, and uses energy-saving LED T5 lamps for lighting. In response to the company's policy, employees develop a good habit of turning off lights and saving energy, in order to slow down global warming. In 2025, the Company continue to reduce global warming and use carbon-reducing building materials and recyclable equipment. | |||
| (4) Does the Company take statistics on greenhouse gas emissions, water consumption, and total waste weight in the past two fiscal years, and stipulate policies for energy conservation and carbon reduction, greenhouse gas reduction, water conservation, or other waste management? | V | The work schedule for carbon emissions inspection and verification has been approved on May 10, 2022, and will be implemented as planned | Implement relevant work according to the timetable approved by the board of directors | |
| 4. Social issues(1) Does the Company stipulate relevant management policies and procedures in accordance with relevant laws and the International Bill of Human Rights? | V | The Company recognizes and voluntarily follows internationally recognized human rights standards such as the "United Nations Universal Declaration of Human Rights", "United Nations Global Covenant", "United Nations Guiding Principles on Business and Human Rights", and "United Nations International Labor Organization", and respects the protections stipulated in human rights conventions. In accordance with relevant labor laws and regulations, human rights conventions, and occupational safety and health laws and regulations, the Company has formulated "recruitment, selection and | No significant difference | |
| conventions, and the Company's policy is to provide the necessary information and information to the public about the health and safety of the environment. In addition, the Company also has the authority to provide the necessary information and information to the public about the health and safety of the environment. | ||||
| 4.1.1. What are the following issues? | This is a very important issue. The Company is not only responsible for the use of the information and information, but also for the use of the information and information to the public. The Company is not responsible for the use of the information and information to the public. The Company is responsible for the use of the information and information to the public. The Company's policy is not only responsible for the use of the information and information to the public, but also for the use of the information and information to the public. The Company is responsible for the use of the information and information to the public. The Company's policy is not only responsible for the use of the information and information to the public, but also for the use of the information and information to the public. The Company's policy is not only responsible for the use of the information and information to the public. The Company's policy is not only responsible for the use of the information and information to the public. The Company's policy is not only responsible for the use of the information and information to the public. |
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| (2) Does the Company stipulate and implement reasonable employee welfare measures (including remuneration, vacation and leave, and other relevant benefits, etc.), and appropriately share the results of operating performance in the form of employee remuneration and wage? | V | appointment methods", "human resources management rules", "sexual harassment prevention measures", etc., so as to protect the rights and interests of employees and protect the mental/physical health and safety of employees. | ||
| Employee welfare measures and remuneration policies are implemented in accordance with the Company's HR management policy. In addition, Article 26 of the company's articles of association stipulates that if the company has a profit in the year, it should allocate 1% to 2% as employee compensation. The employee compensation itemized above includes a certain proportion reserved for frontline employees, plus the company's annual performance bonus, which together constitute the total year-end bonus distributed in full to the employees. The distribution of the bonus is handled according to the company's established compensation policies and is allocated proportionally based on employees' performance evaluation results and approved standards. | ||||
| However, when the Company still has accumulated losses, it should reserve the amount to make up in advance, and then allocate the employee's remuneration and director's remuneration in accordance with the proportion in the preceding paragraph. | ||||
| Employee welfare measures: The Company has established an employee welfare committee, and the Company allocates welfare funds according to turnover every year to plan and provide high-quality welfare for colleagues, such as: allowance for employee travel, children's scholarship, birthday, marriage, childbirth, funeral, hospitalization, New Year celebrations, etc. The company also provides health check subsidies for colleagues. As for annual leave, two days a week are off, and special leaves are granted in accordance with the Labor Standards Act. Furthermore, in order to protect the health of employees and reduce | No significant difference |
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| (3) Does the Company provide employees with a safe and healthy working environment, and regular safety and health education programs? | V | the chance of being exposed to the virus during commuting, flexible working measures have been adopted. When a colleague needs a longer leave in case of childcare, serious injury, serious accident, etc., he/she can also apply for leave without pay so as to meet the needs of personal and family care. As for diversity and equality in the workplace, we realize equal pay for equal work and equal promotion opportunities for men and women, and promote sustainable and inclusive economic growth. In 2025, the average proportion of female staff was 46%, and the average proportion of female supervisors was 40%. The Company attaches great importance to the rights and welfare of employees. In terms of hardware facilities, we provide books and magazines for reading and a pantry for employees.Providing a safe and friendly workplace is the commitment of the company and the basic guarantee for employees. Therefore, establishing a good working environment and ensuring the workplace safety and physical and mental health of employees is the primary responsibility of the company. In normal times, relevant courses are provided to employees, and regular publicity is given to train employees to evacuate and respond to incidents in the event of an emergency, and to prepare sufficient knowledge and preparations in normal times to reduce the risk of personal injury. Every year, employees are subsidized for the annual health check, which is used as a health check management for the prevention of occupational diseases, so that colleagues can control their own health status. Safety slogans for construction precautions are posted on the construction site to remind employees to pay attention to work safety. The site personnel are required to wear appropriate personal protective equipment to reduce the incidence of occupational disasters. | No significant difference |
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| (4) Does the Company establish effective career development training programs for employees? | V | The Company arranges colleagues to continue to learn and grow through multiple learning methods according to their job responsibilities, and sends relevant personnel to participate in professional training courses externally according to the training plans or needs put forward by each supervisor, so as to cultivate the professional key capabilities of colleagues. In the year2025, a total of 157 participants attended training sessions, accumulating 574 hours. During the annual performance appraisal, supervisors help employee tailor-made the best career development plan through regular review and feedback. | No significant difference | |
| (5) With regard to customer health and safety, customer privacy, marketing and labeling of products and services, does the Company comply with relevant laws, regulations and international standards, and stipulate relevant consumer protection policies and complaint procedures? | V | The Company has a dedicated customer service call center to take care of customer complaints, dispute resolution and after-service. Customer data is managed as confidential files in accordance with the Personal Data Protection Law, and non-authorized personnel are not allowed to access. It is handled in accordance with the provisions of the Consumer Protection Law stipulated by the competent authority in order to protect the rights and interests of consumers and meet the requirements of consumers for products and services. The product planning focuses on earthquake-resisting and green buildings to maintain the health and safety of customers. | No significant difference | |
| (6) Does the Company stipulate supplier management policies that require suppliers to comply with relevant regulations regarding environmental protection, occupational safety and health, or labor human rights? If so, what is the result of implementation? | V | In accordance with relevant construction regulations, the Company formulates "procurement operation management procedures" and "supplier evaluation management procedures" to manage suppliers. In addition to quality control, suppliers are strictly required to comply with safety and health regulations and labor-related regulations. When a violation of the facts is found, a request for improvement within a time limit will be issued to supplier. | No significant difference | |
| 5. Does the Company take reference to the related | V | With reference to the international standards and guidelines for the preparation of reports, | It will be executed | |
| information and information about the related | information and information about the related | |||
| 6. Does the Company have a clear and accurate and consistent approach to the related | V | We have a clear and accurate and consistent approach to the related | No significant difference |
| Evaluation Item | Implementation (Note 1) | Difference between Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Y | N | Explanation | ||
| internationally accepted standards or guidelines to prepare corporate social responsibility reports and other reports to disclose the Company's non-financial information? Do such reports as mentioned above obtain the certification or verification of the third-party verification unit? | the Company has completed the preparation of the 2025 Sustainability Report by the end of June 2026. In the future, third-party verification bodies will provide assurance or attestation opinions according to the schedule approved by the Board of Directors. | according to the schedule approved by the board of directors. | ||
| 6. If the Company stipulates its own sustainable development guidelines based on the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please specify the difference between the Company’s actual practices and the requirements of established regulations: In August 2015, the Board of Directors of the Company approved the “Code of Practice for Corporate Social Responsibility” of the Company, and in November 2016, August 2020 January 2022, and March 2023, the Board of Directors approved and revised the Code and changed its name to the “Code of Practice for Sustainable Development” to strengthen the implementation of corporate social responsibility. The company regularly reviews the implementation of this code and makes improvements accordingly. So far, there is no discrepancy in implementation. | ||||
| 7. Other supporting information for further understanding of the implementation of corporate social responsibility: The Company and its employees adhere to giving back to the society, and will actively participate in a number of social welfare activities in 2025: a. Continue to provide venues for the New Taipei City Wanjinshi Marathon and be the main sponsor of the event b. Continuously use undeveloped land in New Taipei City as urban gardens for local residents to cultivate, achieving carbon reduction effects. c. The company sponsors disadvantaged groups and organizations, providing related support. d. Cooperate with the community to hold disaster prevention drills, providing venues free of charge to assist the community. e. Sabah Branch regularly organizes blood donation activities to give back to the local community. |
(6) Climate-Related Information of TWSE/TPEx Listed Company
- Implementation of Climate-Related Information
| Item | Implementation status |
|---|---|
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. | The company assigns dedicated personnel from each department to serve as the "Carbon Inventory Promotion Team" and regularly reports to the board of directors to enhance the company's response to climate change and international development trends and to implement sustainable development. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | Based on the TCFD, a climate-related risk assessment is performed. The Inventory Promotion Team evaluates climate change risks and response measures, identifies potential risks and possible opportunities, and sets short, medium and long-term goals. For example, heavy rain or flooding events may cause short-term operational disruption risks. Strengthen disaster prevention drills for colleagues to reduce the impact of damage, and aim to reduce carbon emissions in the medium and long term, such as sourcing and purchasing low-carbon manufacturing products locally, so as to maximize resource utilization efficiency and coexist and prosper with the environment. |
| 3. Describe the financial impact of extreme weather events and transformative actions. | Heavy rains or flooding events caused by extreme weather may damage the company's equipment or cause serious shutdowns, resulting in increased operating costs. In addition, carbon fees imposed on upstream manufacturers will increase operating costs and affect the company's profitability. |
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | Based on the company's industrial needs and assessing the possible impact of climate risks, we will formulate strategic plans and implement executable projects, and regularly review, track, manage, adjust and improve the actual implementation. And transform relevant measures into part of daily work behavior so that the company can better cope with various risks, reduce losses, and improve the stability and sustainability of the business. |
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | Under evaluation. |
| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. | Assessment planning |
Corporate Governance Report
54
| Item | Implementation status |
|---|---|
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | Due to the nature of our industry, the company does not use internal carbon pricing as a planning tool. |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. | As the merged subsidiary will begin its carbon inventory in 2026, the relevant targets will be formulated after obtaining valid information. |
| 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (please refer to points 1-1 and 1-2 below). |
1-1 The Company's greenhouse gas inventory and assurance status in the last two years
1-1-1 Greenhouse gas inventory information:
| This section describes the greenhouse gas emissions (metric tons of CO2e), intensity (metric tons of CO2e/NT$ million) for the most recent two years, and the scope of the data. |
|---|
| For 2024, greenhouse gas emissions information was not disclosed because the inventory mechanism for Scope 1 (direct emissions) was not yet fully established. Scope 2 (indirect energy emissions) emissions were 194.4321 metric tons of CO2e, with an emission intensity of 0.2081 metric tons of CO2e/NT$ million. |
| For 2025, the greenhouse gas inventory process has been gradually improved, disclosing emissions for both Scope 1 and Scope 2. Scope 1 emissions were 68.0047 metric tons of CO2e, and Scope 2 emissions were 288.5280 metric tons of CO2e, totaling 356.5327 metric tons of CO2e; the emission intensity was 0.5797 metric tons of CO2e/NT$ million. |
Note 1: Direct emissions (Scope 1, i.e., emissions directly from sources owned or controlled by the company), energy-related indirect emissions (Scope 2, i.e., indirect greenhouse gas emissions from input electricity, heat, or steam), and other indirect emissions (Scope 3, i.e., emissions generated by the company's activities, not energy-related indirect emissions, but from emission sources owned or controlled by other companies).
Note 2: The scope of data on direct and energy-related indirect emissions shall be in accordance with the schedule stipulated in Article 10, Paragraph 2 of this guideline. Information on other indirect emissions may be disclosed voluntarily.
Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol (GHG Protocol) or
ISO 14064-1 published 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 data calculated in turnover (NT$ million) should be specified at least.
1-1-2 Greenhouse gas assurance information:
| The statement shall describe the confidence status for the two most recent years up to the date of publication of the annual report, including the scope of confidence, the confidence body, the confidence criteria and the confidence opinion. |
|---|
| The process is proceeding according to the schedule approved by the board of directors, and the deadline for engaging a third-party organization to conduct assurance has not yet been reached. |
Note 1: The procedures stipulated in Article 10, Paragraph 2 of this Guideline shall be followed. If the company fails to obtain a complete greenhouse gas assurance opinion by the date of publication of the annual report, it should indicate that "the complete assurance information will be disclosed in the sustainability report." If the company has not prepared a sustainability report, it should indicate that "the complete assurance information will be disclosed on the Public Information Observatory," and disclose the complete assurance information in the following year's annual report.
Note 2: The assurance institution should comply with the relevant regulations for sustainability report confidence institutions established by the Taiwan Stock Exchange Corporation and the Taipei Exchange.
Note 3: For the disclosure content, please refer to the Best Practices Examples on the Taiwan Stock Exchange Corporate Governance Center website.
1-2 Greenhouse gas reduction goals, strategies and specific action plans:
Evaluation: planning in progress.
| Describe the base year for greenhouse gas reduction and its data, reduction targets, strategies and specific action plans, and the status of achieving the reduction targets. |
|---|
| In accordance with the "Regulations Governing the Preparation and Reporting of Sustainable Reports by Listed Companies" of the Taiwan Stock Exchange and the "Roadmap for Sustainable Development of Listed Companies" of the Financial Supervisory Commission, the company will disclose the reduction targets, strategies and specific action plans for 2027, with 2026 as the base year. |
Note 1: The timeline specified in Article 10, Paragraph 2 of this guideline shall apply.
Note 2: The base year shall be the year in which the consolidated financial statement audit is completed at the consolidation reporting threshold. For example, according to Article 10, Paragraph 2 of this Standard, companies with capital of NT$10 billion or more shall complete the audit of their 2024 consolidated financial statements by 2025. Therefore, the base year is 2024. If a company has completed its consolidated financial statement audit earlier, the earlier year may be used as the base year. Furthermore, the data for the base year may be calculated using the average of a single year or several years.
Note 3: For further disclosure, please refer to the Best Practice Examples on the Taiwan Stock Exchange Corporate Governance Center website.
Corporate Governance Report
56
(7) Implementation of Integrity Management and Differences with Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons
In order to establish a corporate culture of integrity and sound development, the board of directors approved the "Code of Integrity Management" on August 30, 2011, and revised it for the third time on August 13, 2019, specifying the directors, managers and employees shall comply with laws and regulations and prevent dishonest behavior. The company instructed all departments and subsidiary companies to implement the code, it has been placed on the "Corporate Governance"/"Company Rules"/"Code of Integrity Management" under "Investmen" column on the company's website for Inquiries from shareholders and employees.
| Evaluation Item | Implementation status | Differences with Corporate Governance Best Practice Principles for Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| 1. Setting business integrity policies and programs | ||||
| (1) Does the Company set the policy of trust management pass by the board of directors and express its commitment to the policies and practices of integrity management in its regulations and in the external documents, and do the board of directors and the management actively implement the business policies? | ||||
| (2) Has the Company set up a program for the prevention of dishonesty as well as analyzing and assessing the activity with high dishonest risk, and include Article7 in “Priciple of listed company’s honesty for management”? | ||||
| (3) Has the Company set up procedures, conduct guidelines and a disciplinary in the program for the prevention of dishonesty and appeals system in various programs and implemented them? | V | In order to establish a corporate culture of integrity management and sound development so as to establish a good business operation model, the Company has formulated the "Code of Integrity Management" for the active implementation of the board of directors and management. | ||
| In order to establish a good image and maintain personal and corporate reputation, the company will never accept gifts, rewards, or other benefits from others. | ||||
| The Company's HR management policies clearly specify the reporting and the punishment and appeal for violations. | No significant variances | |||
| No significant variances | ||||
| No significant variances | ||||
| 2. Implementation of integrity management | ||||
| (1) Does the Company assess the integrity record of its business partner, and stipulate the terms of conduct on integrity in the contract with the business partner? | V | The Company's contracts with major suppliers have relevant provisions on contract termination, and the integrity clauses are specified in the contract in due course for the time being. | No significant variances |
57
| Evaluation Item | Implementation status | Differences with Corporate Governance Best Practice Principles for Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (2) Has the Company set up a dedicated (or concurrent) corporate integrity promotion unit under the board of directors which regularly reports to the board on its work(at least once a year)? | V | The Company currently has the Finance Department reporting regularly to the Board of Directors. | No significant variances | |
| (3) Has the Company formulated policies to prevent conflicts of interest, provided appropriate channels for statements and implemented them? | V | The Company has formulated a policy to prevent conflicts of interest, and provided appropriate communication channels for reporting, and implemented a grievance system | No significant variances | |
| (4) Has the Company established an effective accounting system and internal control system for the implementation of integrity management, which is checked by the internal auditing unit on a regular basis or audited by external auditors? | V | The internal auditors are required to conduct regular audits on a annually basis, and submit audit reports to the board of directors for review. The Company's accounting measure and internal control procedure are implemented in accordance with the integrity management operating procedures and behavioral guidelines and are reviewed at any time to ensure their continued effectiveness. | No significant variances | |
| (5) Does the company hold regular internal and external training on business integrity? | V | In 2025, the company conducted internal and external training on integrity management for board members, key managers and all employees (including courses on compliance with integrity management regulations, safety and health management, accounting system, the impact of the new Labor Standards Act on the company and its response, and internal control). A total of 72 people received training on compliance with integrity management regulations, which lasted 36 hours. | No significant variances | |
| 3. The implementation status of reporting system. | ||||
| (1) Has the company set up specific reporting and reward systems and a convenient reporting channel, and does the company assign appropriate personnel to investigate the person being reported? | V | The company has established a whistleblowing system and an independent whistleblowing mailbox. The HR department will be responsible for the investigation on normal cases. If directors or senior executives are involved, they will be reported to the board of directors, and a dedicated person will be assigned to investigate. | No significant variances |
| Evaluation Item | Implementation status | Differences with Corporate Governance Best Practice Principles for Listed Companies and reasons | ||
|---|---|---|---|---|
| Yes | No | Explanation | ||
| (2) Has the company set up standard investigation procedures and a related confidentiality mechanism for the matter being reported? | V | There are standard procedures and confidentiality mechanisms for the acceptance of reported cases, the investigation process, the results of the investigation, and the record keeping of related documents. | No significant variances | |
| (3) Does the company take measures to protect the reporter from improper treatment? | V | The company shall not dismiss, transfer or give other unfavorable actions due to complaints from colleagues. | No significant variances | |
| 4. Strengthening of Information Disclosure: | ||||
| Does the company disclose the contents of its Code of Practice for Business Integrity and the effectiveness on its website and MOPS? | V | The company has established a code of integrity management, which has been disclosed on the company's website and MOPS, and the implementation results are disclosed in the annual report. | No significant variances | |
| 5. If the company has its own Corporate Governance Best Practice Principles in accordance with the "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies", please describe the difference between them : The company has formulated the "Code of Integrity Management" on August 30, 2011, and there is no difference between its operation and the established code. | ||||
| 6. Other important information that helps to understand the company's integrity management operation (such as the company's review and revision of the company's integrity management code, etc.): The company revised the "Code of Integrity Management" for the third time on August 13, 2019, and implemented it after being approved by the board of directors, and sent it to the audit committee and reported to the shareholders meeting. |
(8) If the company has established a corporate governance code and related regulations, it should disclose its inquiry method.
The Company continues to invest resources to strengthen corporate governance operations. On the Company's website, after entering the "Investor Zone", there are a "Significant Information" and "Announcement" zones in the "Investor Information" to provide information to the public in timely manner.
(9) Other important information that is sufficient to enhance understanding of the operation of corporate governance.
- Internal Control Statement : Please visit the Public Information Website.
Search path: Public Information Observation Station > Single Company > Corporate Governance > Company Rules/Internal Control > Internal Control Statement Announcement
URL: https://mops.twse.com.tw/mops/#/web/t06sg20
- Entrust a CPA to review the internal control system : Nil
(10) Major Decisions of Shareholders’ Meeting and Board Meetings in the most Recent Year as of the Publication Date of the Annual Report:
- Important Resolutions at the Meeting of Shareholders
| Date | Resolution Result: |
|---|---|
| 2025.06.10 | 1. Approved the 2024 business report and financial statements. |
| 2. Approval of profit distribution plan for 2024. | |
| Implementation status: | |
| June 27, 2025 is set as the base date for distribution, and July 10, 2025 is set as the distribution date. (Cash dividend of NT$0.4 per share). | |
| 3. Approved amendments to some provisions of the "Articles of Association" | |
| Implementation situation: | |
| This announcement was made on the Company’s website on June 10, 2025 and will be processed in accordance with the revised procedure. | |
| 4. Election of Directors: The 20^{th} Board of Directors of the Company has been elected, and the elected list is as follows: | |
| New Directors: | |
| Liu I-Yee | |
| Representative of Ximming Investment Co., Ltd. : | |
| Chang Chi Ming | |
| Representative of Living Spring International Development Co., Ltd. : | |
| Lei Chien | |
| Representative of Living Spring International Development Co., Ltd. : | |
| Yu Sheng Yi | |
| Representative of Living Spring International Development Co., Ltd. : | |
| Liu Ming Hyung | |
| Representative of Fukunaga Investment Co., Ltd. : | |
| Lai Yueh Hsin | |
| New Independent Directors: | |
| Liu Hui-Jun | |
| Wu Chin Jung | |
| Chen Kin Lung | |
| 5. Approval of the proposal to lift the non-compete restrictions on directors. |
- Important resolutions at Board meetings:
The company held a total of 9 Board meetings in the year 2025 and ended on April 28, 2026. The important resolutions are as follows:
| Date | Meeting No. | Material matters to be resolved |
|---|---|---|
| 2025.1.17 | The 15^{th} meeting of the 19^{th} Board | Approved the proposal of the Company's 2024 year-end bonus for executive directors and managers. |
| Approved the proposal, whether the Company's important subsidiary " Pacific Holdings Co., Ltd." entrusting its 100%-owned subsidiary "Beijing Taikong Consulting Services Co., Ltd." to collect shareholder advances repaid by "Beijing Taiyun Building Co., Ltd." is a capital loan case. | ||
| Approved the proposal on the Company's application from Taipei Fubon Bank for the financing extension of the "Yunnong Market Urban Renewal Development Project". |
| Date | Meeting No. | Material matters to be resolved |
|---|---|---|
| 2025.3.11 | The 16thmeeting of the 19thBoard | Approved the proposal of the 2024 employee and director remuneration.Approved the proposal of the 2024 annual business report and financial statements.Approved the proposal of the 2024 earnings distribution and base date.Approved the drafting of the Company's "Internal Control System Statement" for 2024Approved amendments to some articles of the Company's Articles of Association.Approved the Company's 2025 business strategic planApproved the proposal for the election of 20th board of directors (including independent directors)Approved the proposal to lift the non-competition restriction on directors.Approved the proposal of the Company's application for operating working capital financing and extension from "Hwatai Bank, Sungshan Branch".Approved to appoint a legal representative to participate in the re-election of directors of the subsidiary "Pacific Department Store Co., Ltd."Approved the appointment of directors and supervisors as legal representatives of the subsidiary "Taitou Industrial Co., Ltd."Approved the resolution to hold the 2025 regular shareholders' meeting on a regular basis.Approved the proposal of the salary adjustment for the Company's managers. |
| 2025.4.25 | The 17thmeeting of the 19thBoard | Approved the proposal to nominate and review the list of candidates for the 20thBoard of Directors (including independent directors).Approved the shareholder proposals for the Company's 2025 General Meeting of Shareholders. |
| 2025.5.12 | The 18thmeeting of the 19thBoard | Approval of regular assessment of the independence and competence of the CPAs.Approval of 2025 CPA remuneration.Approval of Q1 2025 consolidated financial statements.Amendment to certain clauses of "Internal Control System for Shareholding Units".Approval of 2024 directors' remuneration payment.Approval of the appointment of the manager of the subsidiary "Pacific Department Store Co., Ltd."Approval of the issuance of a joint and several guarantee for margin deposits by "Dunnan Lishe ".Approval of financing application from "Shanghai Commercial Bank East Taipei Branch".Approval of financing application from "King's Town Bank Songshan Branch".Approval of financing application from "Panhsin Bank Wanda Branch".Approval of 2024 sustainability report. |
| 2025.6.10 | The 1stmeeting of the 20thBoard | Election of the 20thChairman and Executive Directors.Approval of the appointment of the managers.Approval of removal of the non-compete restrictions on the managers. |
| 2025.6.11 | The 17thmeeting of the 20thBoard | Approval of the 2024 financial statements of the Company's employees and directors. |
| 2025.7.1 | The 18thmeeting of the 20thBoard | Approval of the 2024 financial statements of the Company's employees and directors. |
| 2025.8.1 | The 19thmeeting of the 20thBoard | Approval of the 2024 financial statements of the Company's employees and directors. |
| Date | Meeting No. | Material matters to be resolved |
|---|---|---|
| Approval of authorization of the Chairman to handle all routine financing renewal matters with financial institutions. | ||
| Approval of appointment of the 6^{th} Remuneration Committee. | ||
| 2025.8.11 | The 2^{nd} meeting of the 20^{th} Board | Approved the consolidated financial statements for the second quarter of 2025. |
| Approved the cash dividend distribution for the first half of 2025. | ||
| Approved the liability insurance policy for directors and key personnel. | ||
| Approved the remuneration of the executive directors, independent directors, and managers. | ||
| Approved the public auction of the real estate located "West Side of Pacific Sunshine Seasons" in Yangmei District, Taoyuan City. | ||
| 2025.11.10 | The 3^{rd} meeting of the 20^{th} Board | Approval of the consolidated financial statements for the third quarter of 2025. |
| Approval of the amendments on provisions of the internal control system. | ||
| Approval of the internal audit plan for 2026. | ||
| Approval of the application for financing from "Business Department, O-Bank". | ||
| 2026.1.27 | The 4^{th} meeting of the 20^{th} Board | Approval of the 2025 year-end bonus proposal for the company's executive directors and managers. |
| Approval of the investment in a newly established company. | ||
| Approval of the application for financing from the “Sungshan Branch, King's Town Bank”. | ||
| 2026.3.10 | The 5^{th} meeting of the 20^{th} Board | Approval of the 2025 remuneration proposal for employees and directors. |
| Approval of the 2025 business report and financial statements | ||
| Approval of the 2025 profit distribution and record date | ||
| Approval of the proposal for “2025 Internal Control Statement” | ||
| Approval of the amendments to the “Articles of Association” | ||
| Approval of the amendments to the “Internal Control System for Stock Affairs Unit” | ||
| Approval of the 2026 business plan. | ||
| Approval of the application for a guarantee line for ordinary corporate bonds from the “Chung Hsiao Branch, Taiwan Cooperative Bank” | ||
| Approval of the convening the 2026 Annual Shareholders' Meeting |
(11) In the most recent year as of the date of this Annual Report, directors or Audit Committee showed different opinions on important resolutions adopted by the Board of Directors with records or written statements: None.
63
4. Information on CPA professional fees:
Unit: NT$ thousand
| Accounting Firm | CPA Name | Audit Fee | Non-audit Fee | Period Covered by CPA's Audit | Remark | ||||
|---|---|---|---|---|---|---|---|---|---|
| System Design | Company Registration | Human Resources | Other | Subtotal | |||||
| KPMG | Chih,Shih-Chin Pan Jun Ming | 3,170 | 42 | 3,212 | 2025.01 ~ 2025.12 | Non-audit public expenses: Corporate bond accountant visa fee of NT$12,000 and audit committee report of NT$30,000 | |||
| Anshi United Accounting Firm | Tung Hsiu Lien | 10 | 70 | 80 | Business registration fee: NT$10,000; business tax verification and visa fee: NT$70,000. |
(1) In the case of a change of CPA firm and the audit fees for the year of the change are less than those of the previous year: N/A
(2) In the case of the audit fees being 15% less than that of the previous year: N/A
5. CPA Replacement Information In The Recent Two Years: N/A
- Information regarding the Chairman, General Manager, and Financial or Accounting Manager of the company who has worked with the CPA firm which conducts the Audit of the Company or an affiliate of said firm in the recent year: N/A
- In the most recent year and as of the date of publication of the annual report, directors, managers, and shareholders whose shareholding ratio exceeds 10% of the equity transfer and equity pledge changes:
(1) Directors, managers and major shareholders changes in ownership situation:
| Job Title | Name | 2025 | As of April 11, 2026 | ||
|---|---|---|---|---|---|
| Net Change in Shareholding | Net Change in Shares Pledged | Net Change in Shareholding | Net Change in Shares Pledged | ||
| Chairman | Liu I-Yee | 3,854,167 | 0 | 2,000 | 0 |
| Director | Living Spring International Development Co., Ltd. | ||||
| Representative / | |||||
| Lei Chien | 312,500 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | ||
| Director | Xinming Investment Co., Ltd. | ||||
| Representative / | |||||
| Chang Chi Ming | 557,000 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | ||
| Director | Living Spring International Development Co., Ltd. | ||||
| Representative / | |||||
| Yu Sheng Yi | 312,500 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | ||
| Director | Fukunaga Investment Co., Ltd. | ||||
| Representative / | |||||
| Lai Yueh Hsin | 0 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | ||
| Director | Living Spring International Development Co., Ltd. | ||||
| Representative / | |||||
| Liu Ming Hyung | 312,500 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | ||
| Independent Director | Liu, Hui Chun | 0 | 0 | 0 | 0 |
| Independent Director | Wu Chin Jung | 0 | 0 | 0 | 0 |
| Independent Director | Chen Kin Lung | 0 | 0 | 0 | 0 |
| GM | Chen Chin Hui | (923) | 0 | 0 | 0 |
| Deputy GM | Cheng Min Chuang | 0 | 0 | 0 | 0 |
| Supervisor of Financial Dept. | Huang Te Hsin | 0 | 0 | 0 | 0 |
| Supervisor of Accounting Dept. | Yang Fang Yi | 0 | 0 | 0 | 0 |
(2) Shareholding transferred (while the counterparty is a related party): N/A
(3) Shareholding pledged: N/A
- The shareholding ratio of the top ten shareholders, and the relationship information among them:
April 11, 2026
| Name | Shares Held by Themselves | Spouse & Minor Shareholding | Shares Held in Another Person's Name | Name, relationship of top 10 shareholders being the related party as spouse or kin within the second tier under the Civil Code | |||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | % | Number of Shares | % | Number of Shares | % | Name | Relationship | Remark | |
| Chuang Mei Investment Co., Ltd. Representative / Wang Chun Sen | 34,454,000 | 8.90% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 2,013,000 | 0.52% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A | |
| Pacific Department Stores Co.,Ltd. Representative / Lien Chin | 24,836,139 | 6.42% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 310,794 | 0.08% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A | |
| Fong Fu International Development Co., Ltd. Representative / Hsiao Yen Chin | 19,039,771 | 4.92% | 0 | 0.00% | 0 | 0.00% | Hsiao Yen Chin | Chairman | N/A |
| 8,876,118 | 2.29% | 9,023,585 | 2.33% | 0 | 0.00% | Fong Fu International Development Co., Ltd. Liu I-Yee | Spouse of the Chairman of Fong Fu International Development Co., Ltd | N/A | |
| Living Spring International Development Co.,Ltd. Representative / Hsu, Jhong Hsien | 17,915,333 | 4.63% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 1,595,000 | 0.41% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A | |
| Fuhe International Investment Co., Ltd. Representative / Chung, Wam Chen | 9,914,000 | 2.56% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A | |
| British Virgin Islands Commercial Noah Investment Holdings Co., Ltd. Taiwan Branch Representative: Chen Daoming | 9,403,372 | 2.43% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A | |
| Liu I-Yee | 9,023,585 | 2.33% | 8,876,118 | 2.29% | 0 | 0.00% | Hsiao Yen Chin | Spouse | |
| Hsiao Yen Chin | 8,876,118 | 2.29% | 9,023,585 | 2.33% | 0 | 0.00% | Fong Fu International Development Co., Ltd. Liu I-Yee | Spouse of the Chairman of Fong Fu International Development Co., Ltd | N/A |
| Yong Chun Investment Co., Ltd. Representative/ Yu Hao Rui | 8,840,000 | 2.28% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 1,414,000 | 0.36% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A | |
| Pacific SOGO Department Store Co., Ltd. Representative / Huang Ching Wen | 7,930,950 | 2.05% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
| 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | N/A | N/A | N/A |
66
9. Comprehensive Shareholding Ratio
April 11, 2026
Unit: thousand shares
| Long-term Investment (Note1) | Invested by the Company | Invested by Directors, Supervisor, Management, and enterprises controlled by the Company directly or indirectly | Combined Investment | |||
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| Pacific Realtor Co., Ltd. | 7,275 | 48.50% | 53 | 0.35% | 7,328 | 48.85% |
| Pacific Department Stores Co., Ltd. | 89,396 | 48.45% | 12,345 | 6.69% | 101,741 | 55.14% |
| Pacific Construction Co., Ltd. | 8,163 | 100% | - | - | 8,163 | 100.00% |
| Grand Pacific Holdings Ltd. | 365,858 | 100% | - | - | 365,858 | 100.00% |
| Taitou Industrial Co., Ltd. | 23,600 | 100% | - | - | 23,600 | 100.00% |
Note : It is investments accounted for using equity method of the Company.
Corporate Governance Report
67
III. Capital Overview
1. Capital and Shares
(1) Source of Capital
April 11, 2026
| Year/Month | Issuing Price | Authorized Capital | Paid-in Capital | Remarks | ||||
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Source of Capital | Capital increased by assets other than cash | Others | ||
| 2014.07.08 | 10.00 | 1,600,000,000 | 16,000,000,000 | 387,000,000 | 3,870,000,000 | De-capitalization of Treasury shares in the amount of NT$100,000,000 | None | Jin-Guan-Zheng-Jiaozi |
| No.1030026486 dated July 8, 2014. | ||||||||
| Type of share | Authorized Capital Stock | Remark | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| Outstanding Shares | Unissued Shares | Total | ||||||
| Listed | Unlisted (private placement) | Subtotal | ||||||
| Common Stocks | 300,500,419 | 86,499,581 | 387,000,000 | 1,213,000,000 | 1,600,000,000 |
Overview of the declaration system: None
(2) Major Shareholders
April 11, 2026
| Name of Major Stockholders | Quantity of shares | Total shares owned (Shares) | Shareholding ratio (%) |
|---|---|---|---|
| Chuang Mei Investment Co., Ltd. | 34,454,000 | 8.90% | |
| Pacific Department Stores Co., Ltd. | 24,836,139 | 6.42% | |
| Fong Fu International Development Co., Ltd. | 19,039,771 | 4.92% | |
| Living Spring International Development Co.,Ltd. | 17,915,333 | 4.63% | |
| Fuhe International Investment Co., Ltd. | 9,914,000 | 2.56% | |
| British Virgin Islands Commercial Noah Investment Holdings Co., Ltd. Taiwan Branch | 9,403,372 | 2.43% | |
| Liu I-Yee | 9,023,585 | 2.33% | |
| Hsiao Yen Chin | 8,876,118 | 2.29% | |
| Yong Chun Investment Co., Ltd. | 8,840,000 | 2.28% | |
| Pacific SOGO Department Store Co., Ltd. | 7,930,950 | 2.05% |
Yong Chun Investment Co., Ltd.
(3) Company Dividend Policy, Status of Execution and Explanation of expected major changes
1) Dividend Policy
(1) The company's surplus distribution or loss allowance can be made after the end of each half year. The surplus distribution or loss allowance proposal should be submitted to the audit committee together with the business report and financial statements for review and then submitted to the board of directors for resolution. If there is a surplus in the
semi-annual final accounts, it should be estimated and retained taxable contributions, compensation for accumulated losses, employee compensation and directors' compensation, and 10% of the statutory surplus reserve shall be allocated, but the statutory surplus reserve has reached the company When the amount of paid-in capital is no longer listed.
(2) If there is a surplus in the annual final accounts, the income tax shall be paid in accordance with the law, and after making up the losses in the past years, 10% of the statutory surplus reserve shall be allocated, and the special surplus reserve shall be allocated or converted in accordance with relevant laws and regulations and the competent authority. The annual distributable surplus, and the adjustment amount of the accumulated undistributed surplus for the first half of the year, is the cumulative distributable surplus.
(3) The cumulative distributable surplus shall be distributed by the board of directors. In the case of issuing new shares, it shall be submitted to the shareholders' meeting for distribution after a resolution. In the case of distributing cash, it shall be authorized in accordance with Article 240, Item 5 of the Company Law. The board of directors shall present the distribution by more than two-thirds of the directors and the resolutions approved by more than half of the directors, and report to the shareholders meeting.
(4) The aforementioned cash and stock dividends to be distributed are limited to 30% to 100% of the current year's distributable surplus, but the company may consider future business and major capital expenditure plans, and prioritize the need to retain After the funds are funded, dividends will be distributed.
(5) The company's corporate life cycle is at a mature and stable stage, and the industrial environment is changing. Responding to the boom and market changes, considering business plans, profitability, and investment capital needs, it adopts a residual dividend policy, and distributes cash and stock dividends. The dividend ratio shall not be lower than 20% of the combined cash and stock dividends paid in the current year. However, when the surplus of the shareholders distributed for the year is not more than one yuan per share, or the debt ratio is more than 50%, the full amount may be distributed as stock dividends.
(6) Material changes expected in dividend policy: None.
2) Implementation status
According to the Articles of Incorporation of the Company, the Board of Directors is authorized to make a resolution to distribute the surplus in cash if there is a surplus in the final accounts at the end of each half year. The cash dividends for the first and second halves of 2025 have approved by the Board of Directors of the Company, the distribution and dividend date are as follows:
Unit: NT$
| 2025 | Approved Date | Dividend Date | Cash Dividend/ Per Share | Amount of Cash Dividend |
|---|---|---|---|---|
| First half fiscal year | 2025/08/11 | - | No distribution | 0 |
| Second half of fiscal year | 2026/03/10 | 2026/08/14 | 0.2 | 77,400,000 |
| Total | 0.2 | 77,400,000 |
(4) Impact of the Proposed Capital Increase via Stock Dividend on the Company's Operating Performance and Earnings Per Share : N/A
(5) Compensation of Employees and Directors
1) The percentage or scope of compensation for employees and directors as stated in the Articles of Incorporation (Article 26):
If the company makes a profit for the year, it shall allocate 1 to 2% as employee compensation (of the employee compensation amount mentioned above, no less than 65% should be allocated to grassroots employees for compensation), which shall be distributed in stock or cash by the resolution of the board of directors. The payment objects may include employees of affiliated companies who meet certain conditions; The above-mentioned opening profit amount shall be determined by the board of directors to allocate no more than 2% in cash as directors' remuneration. The remuneration distribution plan for employees and directors shall be reported to the shareholders' meeting.
2) The remuneration basis for employees and directors; accounting treatment for the differences between estimated and actual amount of remuneration:
The difference between the actual allotment of employees' and directors' remuneration in 2025 and the amount recognized in the financial statements is accounted for as a change in estimate and recorded as profit or loss in 2026.
3) Board of Directors' approval of remuneration distribution:
(1) If there is a difference between the amount of employee compensation and director/supervisor compensation distributed in cash or stock, and the amount estimated for the year in which the expense is recognized, the difference, the reasons for the difference, and the handling of the difference should be disclosed:
On March 10, 2026, the company's board of directors resolved to distribute NT$1,177,000 in director remuneration and NT$1,177,000 in cash remuneration for employees. If the actual amount distributed differs from the estimated amount, it will be considered a change in accounting estimate and will be included in the profit or loss of the year in which the distribution takes place.
(2) The amount of employee compensation distributed in stock and its proportion to the sum of net profit after tax and total employee compensation in the individual or separate financial statements for the period:
The company's board of directors resolved on March 10, 2026, not to distribute stock-based compensation to employees.
4) The actual distribution of remuneration for employees, directors, and supervisors in the previous year (including the number of shares distributed, the amount, and the share price), and any differences between these and the recognized remuneration for employees, directors, and supervisors, along with the reasons for and handling of the differences:
In the previous year, the Board of Directors resolved and the Shareholders' Meeting approved the distribution of NT$14,106,000 in director remuneration and NT$14,106,000 in employee remuneration. The director and employee remunerations have been distributed.
(6) Share Repurchases by the Company : None.
Capital Overview
2. Issuance of Corporate Bonds
(1) Corporate Bonds
April 11, 2026
| Corporate bond category | First secured corporate bond of 2021 | First secured corporate bond of 2022 |
|---|---|---|
| Issue Date | June 4 2021 | April 1, 2022 |
| Par value | NT$1 million | NT$1 million |
| Place of issuance and transaction (Note) | N/A | N/A |
| Issue price | Issued at par value | Issued at par value |
| Total issued | NT$250 million | NT$230 million |
| Coupon rate | Fixed annual interest rate 0.63% | Fixed annual interest rate 0.85% |
| Duration | 5-Year Term, Due Date: June 4, 2026 | 5-Year Term, Due Date: April 1, 2027 |
| Guarantor | Taiwan Cooperative Bank | Taiwan Cooperative Bank |
| Trustee | Taipei Fubon Commercial Bank Co., Ltd. | Taipei Fubon Commercial Bank Co., Ltd. |
| Underwriter | Taiwan Cooperative Securities Co., Ltd. | Taiwan Cooperative Securities Co., Ltd. |
| Certified attorney | Far East Law Offices. | |
| Lawyer, Chiu Ya Wen | Far East Law Offices. | |
| Lawyer, Chiu Ya Wen | ||
| CPA | KPMG / CPAs | |
| Chen, Chung Che, | ||
| Lai, Li Chen, | KPMG / CPAs | |
| Chen, Chung Che, | ||
| Lai, Li Chen, | ||
| Loan principal repayment | Repayment in lump sum upon maturity | 15% of the principal repayment within the third year from the date of issuance, |
| 15% repayment in the 4th year, 70% repayment in the 5th year. | ||
| Outstanding principal | NT$250 million | NT$161 million |
| Articles for redemption or early liquidation | None | None |
| Restrictions | The sales targets are limited to professional investors as defined by the Management Rules Governing Foreign Currency-Denominated International Bonds of the Taipei Exchange (TPEx). | |
| Name of Credit Rating Agency, Rating Date and the results of Corporate Bond Ratings | N/A | N/A |
| The amount of ordinary shares, overseas depository receipts or other securities that have been converted (exchanged or subscribed) as of the publication date of the annual report. | N/A | N/A |
| Issuance and conversion (exchange or subscription) method | N/A | N/A |
| Issuance and conversion, exchange or subscription methods, issuance conditions, possible dilution of equity, and impact on existing shareholders’ equity | Please refer to the company's First secured corporate bond of 2021 public brochure. | Please refer to the company's First secured corporate bond of 2022 public brochure. |
| Name of the commissioned custodian of exchangeable underlying | N/A | N/A |
70
Capital Overview
- Handling of preferred shares: None.
- Handling of overseas depository receipts: None.
- Handling of employee stock option certificates: None.
- Restrictions on employees' rights to subscribe for new shares:
None. - Issuing of new shares by M&A of or accepting transfer of shares from other companies: None.
- The implementation of capital application plans:
Please visit the Public Information Board → Single Company → Equity Changes/Securities Issuance → Fundraising > Fundraising Plan Execution for details.
https://mopsov.twse.com.tw/mops/web/bfhtm_q2
71
V. Operational Highlights
- Business Activities
(1) Business Scope
©Major Activities
- Comprehensive construction industry
- Housing and Building Development and Rental
- Manufacture of Metal Structure and Architectural Components
- Industrial Factory Buildings Lease Construction and Development
- Specific Area Development
- Investment, Development and Construction in Public Construction
- New Towns, New Community Development
- Process Zone Expropriation and Urban Land Readjustment Agency
- Real Estate Business
- Real Estate Rental and Leasing
- Investment Consulting
- Fuel Catheter Installation Engineering
- Pipe Lines Construction
- Urban Renewal Reconstruction
- Urban Renewal Reconstruction and Maintenance
- Other Environmental Sanitation and Pollution Prevention Service
- Hot Spring Water Obtains and Provides
- All business items that are not prohibited or restricted by law, except those that are subject to special approval
©Business Proportion(consolidated financial statements)
| Major product | Proportion (%) |
|---|---|
| Construction revenue | 56.30 |
| Others | 43.70 |
| Total | 100.00 |
©Major Products
- Investment in the construction of residential buildings and villa products.
- Real estate sales and leasing business.
- Land development, including urban renewal, reconstruction of urban unsafe and old buildings, land change, urban planning change and other businesses.
©New Products under development
In line with the real estate development strategy, the company will continue to innovate and develop diversified products with better product planning, construction and service quality, and improve operating profits for the company.
72
(2) Industry Overview
Industry status and overview
Looking back at Taiwan's industrial landscape in 2025, this year will be a pivotal one for the Taiwanese economy, setting numerous records. Benefiting from the global AI boom and its leading position in semiconductor manufacturing, Taiwan will play an indispensable and crucial role in the international economic and trade landscape
According to statistics and revised forecasts from the Directorate General of Budget, Accounting and Statistics, the annual economic growth rate reached approximately $8.1\%$ , a new high in nearly 15 years. This is mainly attributed to the much-better-than-expected export growth of AI servers, high-performance computing (HPC), and advanced process chips. Meanwhile, Taiwan's per capita GDP surpassed the US$38,000 mark (approximately US$38,748), reflecting a significant increase in added value brought about by industrial restructuring.
Despite the impressive export figures, the international trade policy will fluctuate dramatically in 2025 due to US tariffs, leading to a slowdown in the growth of Taiwan's traditional retail industry and some inflationary pressures. Therefore, there are also some concerns about the domestic market.
The relationship between the upstream, midstream and downstream of the industry
| Item | Narration | Relationship diagram | ||
|---|---|---|---|---|
| Upstream | Including land, construction, materials supply industries and financial institutions | Landlord | Construction plant | Financial institution |
| Midstream | Construction companies and sales related industries, such as realtor, construction management companies | Realtor | Construction Companies | Construction management companies |
| Downstream | Mainly for general homebuyers and enterprises | General Homebuyers | Enterprises | Enterprises |
Product development trends and competition
- With the overall economic growth, the national income has gradually increased. Consumers have gradually upgraded their requirements for the appearance of buildings, indoor space layouts and construction quality. How to plan, construct and serve with better products so as to strengthen the brand image will be one of the key success factors to future product development. In the future, new cases will focus more on the integration of life functions and the safety of structural design to meet the needs and expectations of modern customers for the living environment.
-
For the continuous increase of construction material price and the general situation of shortage of labor and materials, how to actively prepare for the project, strictly control the budget and schedule risk of the project, and continue to develop and improve construction methods and develop environmental friendly materials and equipment will be the focus of the cost control.
-
Residential products have strongly regional characteristics, and the market competition is most likely the competition between cases in the same area. In the future, new cases will actively grasp the product styles and attributes of other cases in the region, and leverage product differentiation and brand image to drive competition advantage.
(3) Technology and R&D Overview
In terms of construction, "Healthy and Comfortable, Smart Home, Environmental Protection and Safety, Energy Saving and Practical" is the current objective of the company. Although the building materials and construction costs for applying for the Green Building Label, Earthquake Resistance Label and Smart Building Label are more than 10-20% higher than that of ordinary houses, this is a corporate responsibility for the environment and young generations, and it is also the basis for sustainable business operations. It is also the most recognized value of the company in the market by consumers.
The Company is in the construction industry, and its construction projects are mainly contracted out. The subcontractors invest their own research and development expenses, which are then reflected in the purchase price. The company does not have any actual research and development expenditures.
(4) Short-term and Long-term business plans
-
As for short-term business, the completed construction projects will be equipped with professional property and smart management systems to enhance the overall service value of the case. For those cases under construction, the company will not only pay attention to the changes in construction material costs at all times, but also strictly control the construction quality and safety. For cases in panning phase, depending on regional attributes and changes in market supply and demand, product planning and sales strategies will be flexibly adjusted to create higher sales profits.
-
In terms of long-term business, we will continue to implement the company's core values and business philosophy, be proactive, pursue excellence, implement construction quality, carry forward the brand value in the spirit of sustainable service, and continue to invest in the integration, expansion and upgrade of computer software and hardware and corporate intranet, strengthen customer service management processes and models, and actively implement staff on-the-job training to enhance their professional skills, improve overall work efficiency, and promote corporate competitiveness.
74
Operational Highlights
2. Market and Sales Overview
(1) Market Analysis
The Dance of Economic Turning Points and Green Inflation
In 2025, Taiwan's construction industry reached a pivotal turning point. On the demand side, influenced by the central bank's ongoing credit controls and banking lending restrictions, the residential market exhibited a trend of "reduced volume and stable prices," with owner-occupiers and home upgraders replacing speculative buyers as the primary drivers, alongside generally extended transaction cycles. Conversely, supported by the expansion demand in the AI semiconductor sector, commercial real estate and factory construction projects maintained robust momentum. On the cost supply side, the carbon fee collection mechanism, effective from 2025, initiated a cascade of "green inflation," leading to increased price volatility in high-carbon building materials such as steel and cement. Additionally, a shortage of construction workers sustained high labor costs, resulting in an overall construction budget increase of approximately 10% to 15% compared to previous years, compelling developers to transition from "price competition" to competition based on the "ESG brand premium."
(2) Future Research and Development Plans:
Integration of Digital Transformation and Net Zero Buildings
In response to cost pressures and carbon reduction regulations, our future R&D initiatives will concentrate on two primary areas: "digital operations" and "low-carbon construction methods." Firstly, we intend to adopt and implement BIM (Building Information Modeling) alongside an AI-powered virtual construction monitoring system to more precisely manage material waste and construction schedules, thereby addressing potential labor shortages and mitigating operational risks. Secondly, our R&D efforts will focus on the integrated application of green building materials and energy management systems, encompassing the development of low-carbon concrete, the adoption of MiC (Military Construction) methods to minimize construction waste, and the creation of a smart carbon inventory platform to ensure projects achieve net-zero emission targets. By advancing both hardware and software concurrently, we aim to enhance the sustainability value of our projects and deliver high-quality, resilient buildings with resistance to inflation.
(3) Important uses and production process of main products
- Important uses
- Buildings: high-end buildings, offices, Internet residences and Internet offices, suites (leisure suites, business suites), storefronts and parking lots.
- Mansion: elevator residence with less than seven floors
- Shopping malls: department stores, famous store streets.
-
Villas: community-type single-family houses, double villas, vacation villas, etc.
-
Production process
- Acquisition of land development cases.
- Planning of land use.
75
Operational Highlights
- Building design and license application review.
- Construction of the structure of the building.
- Building decoration construction and construction of electromechanical systems such as water, electricity, air conditioning, elevators, etc.
- Application for building use license, including examination and survey by various government units.
- Deliver the house to customers for use.
- After-sales maintenance service of the building.
(4) Supply status of main raw materials
- The prices of steel bars and cement may be adjusted due to the government's imposition of carbon fees (taxes).
- The workforce is getting older and migrant workers are unable to make up for the shortfall, leading to a shortage of construction workers and rising wages.
- The ongoing US-China trade war, along with the advancement of government-led Forward-Looking Infrastructure Development Program public works projects, will collectively influence fluctuations in raw material prices.
- Highly volatile oil prices and the Russian-Ukrainian war led to higher regional transportation costs.
- In summary, the Company has made proper arrangements for the main raw materials in accordance with the project schedule, negotiated prices, long-term supply timelines, and local procurement with partners to ensure the project progresses smoothly and to deliver the property to customers on time and with guaranteed quality.
76
(5) Information on major suppliers in the last two years
Unit: NT$ thousand
| Item | 2024 | 2025 | 2026 to previous quarter | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio (%) | Relationship with the issuer | Name | Amount | Ratio (%) | Relationship with the issuer | Name | Amount | Ratio (%) | Relationship with the issuer | |
| 1 | Nil (Note 1) | - | - | Nil | Nil (Note 1) | - | - | Nil | Nil (Note 2) | |||
| 2 | Others | 689,048 | 100 | Nil | Others | 361,884 | 100 | Nil | ||||
| Sub-total | Net purchase amount | 689,048 | 100 | Total | 361,884 | 100 |
Note 1: There were no suppliers with more than 10% of the total purchase amount in the last two years.
Note 2: As of the publication date of the annual report, the Accountant Firm has not yet issued financial information as of March 31, 2026.
(6) Information on major sales customers in the last two years
Unit: NT$ thousand
| Item | 2024 | 2025 | 2026 to previous quarter | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio (%) | Relationship with the issuer | Name | Amount | Ratio (%) | Relationship with the issuer | Name | Amount | Ratio (%) | Relationship with the issuer | |
| 1 | General buyers | 624,860 | 67 | Nil | General buyers | 264,911 | 43 | Nil | Nil (Note) | |||
| 2 | Others | 309,703 | 33 | Nil | Others | 350,348 | 57 | Nil | ||||
| Sub-total | Net sales amount | 934,563 | 100 | Total | 615,259 | 100 |
Note: As of the publication date of the annual report, the Accountant Firm has not yet issued financial information as of March 31, 2026.
- Employees
April 28, 2026
| Year | 2024 | 2025 | Up to April 28, 2026 | |
|---|---|---|---|---|
| Type of Number | Staff | 81 | 76 | 75 |
| Total | 81 | 76 | 75 | |
| Average age | 48.79 | 48.79 | 50.64 | |
| Average years of service | 13 | 13 | 14 | |
| Education Distribution | PhD | - | - | - |
| Master degree | 7% | 7% | 7% | |
| College | 82% | 84% | 84% | |
| High school | 9% | 8% | 8% | |
| Below high school | 2% | 1% | 1% |
Remark : The number of employees does not include overseas branches.
Operational Highlights
4. Environmental Protection Expenditure
(1) The company is qualified as a construction company. Therefore, in the process of building and construction of houses, we will specially require that the manufacturers who cooperate with the construction should pay special attention to the construction method and application when implementing projects that are likely to have a greater impact on environmental pollution during the construction process. Construction methods or materials that have less impact on the environment should be selected. At the same time, it is strictly required that all contractors and their employees who enter the field for construction should strictly abide by the construction specifications, and absolutely implement field safety and hygiene to meet the standards.
(2) In addition, the Company has strived in environmental protection, and urged its offices and construction fields to pay attention to environmental cleaning and beautification, and cooperate with the government's resource recycling policy, from large-scale waste dumping and construction waste disposal to the basic classification of daily waste in the company's office premises. Consistent with the concept of environmental protection, and contribute to sustainable life.
5. Labor-management relationship
The company upholds the labor-management relationship of "harmonious work together", and handles various labor-management businesses in accordance with the provisions and spirit of the relevant labor laws and regulations. The recruitment of personnel is openly selected and promoted on the principle of non-discrimination. Practice humanagement. The labor-management relationship has been harmonious for a long time. The performance appraisal, salary system, welfare and professional training of employees are all handled in accordance with the related policies and procedures, and there is no risk of infringement of labor rights.
(1) Employee welfare:
The company has established the "Employee Welfare Committee" since December 19, 1989. It allocates funds based on portion of turnover every year to handle various welfare affairs, including employee training, child scholarships, weddings, funerals, and maternity subsidies, club activities, as well as domestic and foreign tourism.
The company has also established preferential treatments for house purchases and employee sales incentives, which can provide employees with exclusive preferential treatments and incentives, and all employees are covered by group injury insurance. The company adopted flexible working hours adjustment, and employees adjusted their staggered working hours. Employees have been reconfigured with laptops to enhance the convenience of working from home. In 2025, the total expenditure on employee welfare matters was NT$ 5,443,752, and the average expenditure per person was NT$ 71,628.
(2) Employee professional training
In order to strengthen the on-the-job training of employees, the company sets a vocational training fee of NT$4,000 for each employee every year for employees to use for further training. The Company has set up the "Employee Training Management Policies", which clearly stipulates that employees can apply for professional off-the-job training courses on their own. The company also conducts various on-the-job training programs and organizes internal
78
and professional training from time to time. The Employee Welfare Committee also provides a training subsidy for each employee with an annual limit of 12,000 NT dollars per person, encouraging employees to participate in short-term professional training, such as language, computer, tax, engineering management etc.
In 2025, employees completed various courses and participated in various courses in a total of 157 person-times; the number of training hours throughout the year reached 568.5 hours, and the total expenditure on related education and training was NT$115,480.
(3) Employee Conduct or Ethics Code
In accordance with the Labor Standards Act, the company has established sound human resource management policies and "Code of Ethical Conduct" for directors, managers and all employees to follow. The measures clearly stipulate various rights, obligations, rewards and punishments, and communication between management and employees, based on this as a basis for consensus, has been quite effective in the promotion of the company's business and the management of the organization.
(4) Retirement
The Company handles employee retirement and pension funds in accordance with the provisions of the Labor Standards Act. Retirement reserves are allocated on schedule every month and deposited in a special account of the Taiwan Bank of Labor Retirement Fund. And the special account is sufficient at the end of 2025. The amount is allocated to ensure the adequacy of the account balance. For new employees who are subject to the " Labor Pension Act " or who can choose the new system, the company allocates 6% of his/her monthly salary to the individual retirement pension account in accordance with the regulations. In 2025, a total of NT$3,383,530 was deposited for the employee pension.
(5) Labor disputes
There have been no labor disputes in the past three years. Based on the sound personnel policies, the employment, resignation or dismissal of employees is handled in accordance with the necessary procedures of labor laws and regulations. According to the existing labor contract or business contract, it is expected that no labor disputes, which might incur potential loss, should occur in the future.
(6) Work environment and personal safety protection measures for employees
-
According to the Labor Safety and Health Act, the company has formulated the "Safety and Health Code of Work" to implement security inspections regularly and irregularly
-
In addition to cooperating with the residents' committee to outsource a management company for safety maintenance and building management, the company also allocates dedicated security personnel to guard the office space. There are fire drills every season and fire inspections are completed annually.
-
When entering and leaving the construction site, it is mandatory to comply with the procedures of the safety and health work rules to ensure the work safety of employees. The company insures accident insurance for employees to improve accident protection.
-
Formulate "Workplace Sexual Harassment Prevention Measures, Complaint and Disciplinary Standards" to provide employees with a working environment free from sexual harassment.
79
-
For new employees or existing employees before changing jobs, the company shall enable them to receive the necessary education and training suitable for each job. Training courses include important professional knowledge such as labor safety and hygiene, standard operating procedures, emergency response handling and fire and first aid drills, so that the execution of the work is smooth and the work environment is safe.
-
Provide employee with Health Check yearly to enable employees to keep track of their physical health at any time.
6. Information Security Management
(I) Information Security Risk Management Framework
-
The company maintains a clearly defined information security organizational structure to ensure the effective implementation of various information security management measures.
-
At the highest level, an "Information Security Execution Team" is established, led by the Information Security Manager and supported by a dedicated Information Security Officer serving as the Executive Secretary.
-
Within this framework, "Information Security Teams," "Emergency Response Teams," and "Information Security Audit Teams" are constituted, with responsibilities allocated in accordance with operational requirements, including specialists in computer system security, physical security, network security, and account management.
-
Management demonstrates active engagement by providing an annual report to the Board of Directors on the effectiveness of information security initiatives and integrating information security into the key indicators of ESG sustainable operations.
(II) Information Security Policy Our company's information security policy is as follows:
-
Compliance with Regulatory Requirements: Develop and enforce management systems in alignment with applicable information security regulations and standards.
-
Preventative Risk Management: Employ AI technology to identify potential risks and proactively safeguard data security.
-
Continuous Resilience Drills: Enhance our capacity to respond to emergencies and minimize the risk of operational disruptions.
(2) In order to avoid data leakage caused by external network attacks and paralysis of system services caused by virus mail, the company has planned sound protective measures, which are explained as follows:
-
Build a firewall to block the external network from connecting to the internal network.
-
Establish management and control mechanisms such as Internet access control, email filtering and auditing systems, and related avoiding data leakage.
-
Enable "Advanced Network Defense Service" to strengthen external traffic protection and prevent internal and external attacks in real time.
-
Set up a Syslog server to collect network equipment and host records to provide future auditing and log analysis.
(III) Specific Management Solutions
- Network and Defense Mechanisms: The core switch utilizes a virtual network to deliver differentiated services and employs link aggregation to enhance availability. The firewall provides DDoS protection and collaborates with ISP services to prevent external attacks.
80
External DNS servers and RADIUS authentication servers are deployed for centralized authentication and network segmentation, while advanced network defense services are activated for real-time traffic cleansing and blocking.
-
Endpoint and Access Control: In accordance with the principle of "never trust, always verify," minimum privileges and dynamic authorization are assigned based on job functions. An Endpoint Detection and Response (EDR) system with AI-driven behavioral analysis is implemented to monitor and record suspicious activities, block specific connections, and eliminate known threats. Domain controllers and DHCP binding mechanisms are utilized to prevent unauthorized access, while antivirus servers centrally manage USB and peripheral device access.
-
Email and Vulnerability Management: The email system incorporates an AI-powered automatic learning and authentication mechanism for sending and receiving, employing end-to-end encryption to prevent phishing attacks and ensure data confidentiality. Regular automated patching and vulnerability updates are conducted to secure servers, NAS firmware, and Microsoft systems.
-
Monitoring and Early Warning Analysis: A Security Operations Center (SOC) is established, leveraging an intelligent operations system (Dashboard) that integrates network management, traffic analysis, and log aggregation on a unified platform for real-time monitoring, visual alerts, and comprehensive analysis.
-
Backup and Recovery Mechanism: A 3-2-1 backup strategy and tamper-proof backups are implemented. Virtual hosts, emails, and SQL databases are backed up daily to Storage or NAS devices; the stock management system is backed up daily to USB drives and securely stored in a bank safe deposit box. Off-site data backups are maintained at a designated and managed location (QunCe).
-
International Standards and Collaborative Defense: The ISO 27001 information security management system is implemented and continuously maintained, optimized according to the Plan-Do-Check-Act (PDCA) cycle. Both internal and external audits have been completed and verified within the current year. Membership in TWCERT/CC facilitates diverse intelligence sharing to enhance collaborative information security defense; ongoing efforts will focus on strengthening privileged account inventory and audit management.
(IV) Resources Allocated to Cybersecurity Management
-
Human Resources: Develop a comprehensive cybersecurity organizational framework by appointing a cybersecurity manager, dedicated personnel, and specialized security experts across various domains to ensure the continuous operation and oversight of cybersecurity activities.
-
System Equipment and Certification Maintenance: Allocate resources to implement an EDR endpoint detection and protection system, multilayered network defenses, antivirus servers, and off-site data backup facilities. Additionally, invest in maintaining the compliance and validity of the ISO 27001 cybersecurity management system.
-
Education, Promotion, and Drills: Implement regular training programs to elevate employees' cybersecurity awareness, focusing on AI-driven social engineering and personal data protection. Conduct annual disaster recovery exercises, including virtual machine backup and restore procedures for core service and administrative systems.
81
- Significant Contracts
| Contract Type | Contract Party | Contract Duration | Content | Restriction Clause |
|---|---|---|---|---|
| Superficies contract | Taiwan Sugar Corporation | August, 1991 to August, 2041 | Superficial rights are set for 8 lots of No. 947, Sec. 3, Xinxing Section, Xinxing District, Kaohsiung City | 1. Restrict the use of land in accordance with the land use zoning control for land urban planning (or regional planning) and relevant regulations of this contract. |
| 2. It shall not be used for the construction of collective housing, gas stations, ancestral halls and religious buildings, funeral facilities, waste cleaning and sewage treatment facilities, or other “Not In My Back Yard (NIMBY)” facilities. |
82
V. Review and Analysis of Financial Status and Performance and Risk Management
1. Analysis of Financial Status
(1) Comparison and Analysis of consolidated financial Status
Unit: NT$ thousand
| Year
Item | 2024
Amount | 2025
Amount | Discretion | |
| --- | --- | --- | --- | --- |
| | | | Amount | % |
| Current assets | 8,412,932 | 8,910,912 | 497,980 | 5.92 |
| Non-Current assets | 5,826,863 | 5,731,347 | (95,516) | (1.64) |
| Total Assets | 14,239,795 | 14,642,259 | 402,464 | 2.83 |
| Current liabilities | 3,691,775 | 4,281,389 | 589,614 | 15.97 |
| Non-Current liabilities | 937,736 | 639,663 | (298,073) | (31.79) |
| Total liabilities | 4,629,511 | 4,921,052 | 291,541 | 6.30 |
| Ordinary share | 3,870,000 | 3,870,000 | 0 | 0.00 |
| Capital surplus | 399,732 | 409,909 | 10,177 | 2.55 |
| Retained earnings | 3,054,695 | 2,909,809 | (144,886) | (4.74) |
| Other equity | 566,248 | 802,482 | 236,234 | 41.72 |
| Treasury shares | (193,207) | (193,207) | 0 | 0.00 |
| Non-controlling Interest | 1,912,816 | 1,922,214 | 9,398 | 0.49 |
| Total Equity | 9,610,284 | 9,721,207 | 110,923 | 1.15 |
- The data in the above table is compiled based on the company's consolidated financial statements.
- Analysis of increase/decrease ratio changes (if the ratio of increase or decrease is less than 20%, the analysis can be exempted)
- The decrease in non-current liabilities was primarily attributable to a reduction in corporate bonds payable, specifically the principal repayment of RMB 34,500,000 for the 3-year corporate bond No. 111-1.
- The increase in other equity was mainly due to the increase in exchange differences on the translation of financial statements of foreign operating entities.
- Future response plans for major changes: N/A
2. Financial Performance
(1) The primary factors contributing to the substantial changes in operating revenue, net operating profit, and pre-tax profit over the past two years
Unit: NT$ thousands
| Account Title\Year | 2024 Amount | 2025 Amount | Discretion | |
|---|---|---|---|---|
| Amount | % | |||
| Operating revenue | 1,441,466 | 1,137,730 | (303,736) | (21.07) |
| Operating costs | 957,270 | 622,620 | (334,650) | (34.96) |
| Gross profit from operations | 484,196 | 515,110 | 30,914 | 6.38 |
| Operating expenses | 609,472 | 482,397 | (127,075) | (20.85) |
| Other revenues and expenses | 4,154 | 586 | (3,568) | (85.89) |
| Operating profit or loss | (121,122) | 33,299 | 154,421 | 127.49 |
| Non-Operating Income and Expenses | 1,140,858 | 144,768 | (996,090) | (87.31) |
| Net income before tax from continuing operating department | 1,019,736 | 178,067 | (841,669) | (82.54) |
| Less: Income tax expense | 159,099 | 86,436 | (72,663) | (45.67) |
| Net Profit (Loss) | 860,637 | 91,631 | (769,006) | (89.35) |
| Other comprehensive income | 141,647 | 255,448 | 113,801 | 80.34 |
| Total comprehensive income | 1,002,284 | 347,079 | (655,205) | (65.37) |
- The data in the above table is compiled based on the company's consolidated financial statements.
-
Analysis of increase/decrease ratio changes (if the ratio of increase or decrease is less than 20%, the analysis can be exempted):
-
The decrease in operating revenue was mainly attributable to a decline in sales revenue from real estate compared to the same period last year.
- The reduction in operating costs was primarily driven by lower construction costs and commission expenses relative to the corresponding period last year.
- The decline in operating expenses resulted chiefly from decreased sales and administrative expenses compared to the same period last year.
- The decrease in other income and losses was chiefly due to a reduction in recognized gains from the disposal of investment properties compared to the same period last year.
- The increase in net operating profit was primarily a consequence of the reduction in operating costs and operating expenses.
- The decline in non-operating income and expenses was mainly attributable to lower interest income and the reversal of impairment losses previously recorded by the consolidated company following the recovery of receivables that were previously written off.
- The decrease in pre-tax net profit from continuing operations and net profit for the period was principally due to the reduction in non-operating income and expenses.
- The decline in income tax expense was primarily a result of a lower legally mandated CFC income tax burden compared to the same period last year.
- The increase in other comprehensive income and losses was principally due to a rise in unrealized valuation gains and losses on equity instrument investments measured at fair value through other comprehensive income and losses, relative to the same period last year.
- The decrease in total comprehensive profit and loss for the period was mainly attributable to a reduction in net profit for the period.
- Future Contingency Plans for Significant Changes:
Owing to the inherent characteristics of the construction industry, there was a decrease in the number of completed and delivered properties as well as unsold parking garages during this period compared to the previous year. Nevertheless, gross profit increased relative to the same period last year. The Company's core business operations remain unchanged, and no significant irregularities have been observed in its operations; accordingly, no contingency plan is necessary.
(2) Analysis on the change in gross operating profit
Unit: NT$ thousand
| Variation From the Previous Period | Cause of the Difference | ||||
|---|---|---|---|---|---|
| Selling Price Difference | Cost Difference | Sales Portfolio Variance | Quantity Variance | ||
| Gross Operating Profit | 30,914 | - | - | - | 30,914 |
- The data in the above table is compiled based on the company's consolidated financial statements.
- The Company belongs to the construction industry. Due to the characteristics of the industry, various differences are not calculated.
- The primary factor contributing to the increase in gross profit was the reduction in operating costs during the period, resulting in an increase of NT$30,914,000.
(3) Expected Sales Volume and Its Basis, Potential Impact on the Company's Future Financial and Business Operations, and Contingency Plans
The Company's primary future business activities will depend on the overall domestic real estate market conditions, as well as the supply and demand dynamics within real estate development.
3. Cash Flows:
(1) Analysis of liquidity for the last two years:
| Year Item | 2024 | 2025 | Increase (decrease) ratio (%) |
|---|---|---|---|
| Cash flow ratio (%) | 4.11 | (3.41) | (182.97) |
| Cash flow adequacy ratio (%) | 373.40 | 65.56 | (82.44) |
| Cash flow reinvestment (%) | 0.67 | (2.48) | (470.15) |
Note 1: The data in the above table is compiled based on the company's consolidated financial statements.
Description of significant change items:
- The decrease in cash flow ratio was mainly due to the decrease in net cash flow from business activities during the year.
- The decline in the cash flow adequacy ratio was primarily attributable to the increase in inventory over the past five years.
- The decrease in cash reinvestment ratio was mainly due to the decrease in net cash flow from business activities during the year.
(2) Cash flow analysis in the next coming year:
Unit: NT$ thousand
| Balance of cash-beginning | Net Cash Inflows from Operating Activities all year round | Cash inflow over the year | Cash Surplus | Remedy for Deficit in Cash | |
|---|---|---|---|---|---|
| Investment Plan | Financing Plan | ||||
| 355,578 | 596,833 | 207,663 | 563,241 | - | - |
- The analysis of cash flow variations this year:
A. Operating activities: Mainly for the sale of remaining houses, land, and housing transfers in Dunnan Leshe Project and Pacific Zhenmei Project
B. Investing activities: Investee companies distribute cash dividends.
C. Financing activities: Mainly due to cash outflow from repayment of borrowings
- Remedial measures and liquidity analysis for estimated cash shortage : N/A
4. The Effect upon Financial Operations of Any Major Capital Expenditures in the Most Recent Years: N/A.
5. Reinvestment Policy in the Most Recent Years, the Main Reasons for the Profits/Losses Generated Thereby, the Plan for Improving Reinvestment Profitability, and investment plans for the Coming Year.
(1) Recent Annual Investment Policy:
The Company's investment strategy is primarily focused on diversification to enhance revenue and profitability.
(2) Main Reasons for Investment Profits:
In the fiscal year 2025, the Company recognized investment income of NT$91,684,000 using the equity method, primarily attributable to the strong operational performance of the invested companies.
(3) Investment Plan for the Next Year:
The Company will conduct prudent evaluations of investment opportunities from a long-term strategic perspective to address future market demands.
Special Notes
6. Risk analysis and assessment for the most recent fiscal year and up to the date of publication of the annual report.
(1) The impact of interest rate change, exchange rate changes, and inflation on the Company's profits and losses and future countermeasures:
- The impact on the company's profit and loss:
Unit: NT$ thousand
| Item | 2024 |
|---|---|
| Interest Income | (50,803) |
| Exchange gains and losses | 33,754 |
| Ratio of net interest income and expenditure to net revenue | (4.47)% |
| Ratio of net interest income and expenditure to net profit before tax | (28.53)% |
| Ratio of net exchange gains and losses to net revenue | 2.97% |
| Ratio of net exchange gains and losses to net profit before tax | 18.96% |
Note: The data in the above table is compiled based on the company's consolidated financial statements.
- The impact of changes in inflation and future countermeasures
Recent annual and year-end inflation will drive up the costs of building materials and labor, consequently increasing construction expenses and eliminating the possibility of price reductions. Nonetheless, given the distinctive nature of our projects, they are anticipated to sell out rapidly. Future strategies will involve streamlining complex processes in product design to shorten construction timelines and expedite project completion, sourcing materials locally to minimize transportation expenses, and utilizing modular building materials to manage construction costs and secure handover payments promptly, thereby mitigating the effects of inflation. (Risk analysis and assessment as of the date of publication)
- The impact of changes in interest rates and exchange rates and future countermeasures:
In terms of exchange rates, the Company's main business is the construction industry, which belongs to the domestic demand market. The main operating income and expenditure, long-term and short-term liabilities and capital expenditures are mostly denominated in New Taiwan dollars. Most of the cooperating manufacturers are also domestic manufacturers, so exchange rate changes have no significant impact on the Company.
Regarding interest rates, although the central bank has paused interest rate increases, its regulatory measures concerning the construction industry have substantially elevated financing costs for developers. To mitigate our interest expenses, our company primarily leverages its own land to minimize financing requirements, emphasizes pre-sales to secure upfront payments from customers to fund construction costs, and actively divests non-core assets to repay debts and reduce interest obligations, thereby enhancing the company's operating profits. Consequently, interest rate fluctuations present minimal risk to our company. However, due to credit controls restricting loan-to-value ratios and rising interest rates, potential buyers' purchasing willingness may be impacted. Accordingly, our product planning is focused on addressing rigid demand, aiming to ensure stable development in a rapidly evolving market.
87
(2) The policies, main reasons for profit or loss and future countermeasures for engaging in high-risk, high-leverage investments, fund loans to others, endorsements, and derivative commodity transactions in the most recent years:
The Company does not participate in high-risk, high-leverage investments or derivative transactions. Transactions involving "lending funds to others" and "endorsement guarantees" are conducted in strict accordance with our company's established operating procedures. Currently, funds are lent exclusively to companies that comprise 100% of our investment portfolio. Consequently, at present, there is no risk associated with lending funds or endorsement guarantees.
(3) Future R&D plans and estimated investment costs:
1) Future R&D plans
In the context of planning and design, green building, earthquake-resistant, and smart building principles will be integrated on a case-by-case basis. This approach aims to ensure that each new construction project, adhering to stringent standards, delivers a people-centered and livable building.
In construction engineering, the Company will consistently conducts research and advance construction methods along with environmentally friendly, practical building materials and equipment. Through both internal and external processes, we will refine construction details and improve efficiency, aiming to surpass customers' expectations for construction quality.
In terms of optimizing the community, the company integrates smart electromechanical equipment, healthy activity lines, and environmentally safe building materials, and combines the characteristics of individual communities with professional space design, so that the extension of the home starts from the public facilities of the community.
As for reinvestment, in addition to actively improving the software and hardware facilities, the hotel business unit and parking lot business unit will also continue to optimize talent management and professional training.
In the future development strategy, the company will continue to focus on land development and investment in the industry, actively integrate digital transformation, create product and service value, deepen the brand effect, and ensure solid implementation.
2) Estimated Investment Cost:
The Company operates within the construction industry, with construction projects primarily subcontracted. The subcontractors incur their own research and development expenses, which are subsequently incorporated into the purchase price. Our company does not record any direct research and development expenditures.
(4) The impact of important domestic and foreign policy and legal changes on the company's finance and business and its corresponding measures:
The Central Bank's ongoing regulatory measures have not only elevated financing costs for the construction industry but have also prompted investors to withdraw from the housing market due to restrictions on loan-to-value ratios, redirecting their focus to owner-occupiers. Consequently, the sales period for new housing projects has lengthened, resulting in a market environment characterized by stable prices and a decline in sales volume.
In the past two years, the Central Bank has actively promoted the issue of sustainable
88
management of ESG companies, and it has become an evaluation indicator for financial institutions and corporate investors. The company has established an ESG promotion group, with the general manager as the group moderator and the top managers of each department as group members, and has engaged experts to assist and expect to issue the Company's 2025 sustainability report by the end of June 2026, and has implemented relevant sustainability issues in accordance with the Financial Supervisory Commission's action plan to promote corporate sustainable development.
In light of the above, alongside concentrating on the core business and developing products to address the needs of owner-occupiers, the Company remains committed to advancing the efforts on ESG-related matters and upholding our social responsibility for sustainable business operations.
(5) The impact of technological changes and industrial changes on the company's finance and business and its corresponding measures:
Taiwan's aging population and declining birth rate have intensified the labor shortage issue. Our company is proactively advancing smart safety prevention and intelligent management within our construction projects, integrating AI to develop healthy, sophisticated, convenient, and safe products. This approach aims to establish a new lifestyle and offer a variety of home services. We prioritize "smart housing," "earthquake-resistant housing," and "green building housing" as core construction features to enhance the added value of our project offerings and strengthen the company's operational profitability.
(6) The impact of corporate image changes on corporate crisis management and its corresponding measures:
The Company actively disposes of idle assets to reduce its liabilities, with a debt ratio below 30% and a sound financial structure, and fulfills its corporate social responsibility for sustainable management by participating in government and community activities. For example, the Company has been providing free venues to the New Taipei City Government for the Wanjinshi Marathon and urban farm in Wanli District, and organizing various charity activities through corporate associations and group companies. We have invested in the environment, stakeholders and corporate governance, and our excellent corporate image has been deeply rooted in people's hearts. With the transparency of information, the financial institutions have more confidence in the Company's financing and offer better credit terms, thus enhancing the Company's competitiveness and shareholders' return.
(7) Expected benefits, possible risks and countermeasures of M&A:
N/A. There is currently no M&A plan.
(8) Expected benefits, possible risks and corresponding measures of the expansion of the plant:
N/A. The company is a construction industry, focusing on the construction of residential products. There is no need or plan to expand the factory.
(9) Risks faced by purchase or sales concentration and its corresponding measures:
Due to the characteristics of the construction industry, the Company does not have issues with centralized purchasing and sales.
89
(10) The impact, risks and countermeasures of mass transfer or replacement of equity from directors, supervisors, or major shareholders holding more than 10% of the shares
The company does not have a major shareholder holding more than 10% of the shares, and the directors are not involved in the mass transfer or replacement of equity.
(11) The impact, risks and corresponding measures of the change in operating rights on the company: No change in operating rights.
(12) Litigation or non-litigation events:
| Belonging to the Court (Organization) and Its Case Number | Parties Involved | Commencement Date of Litigation | The Facts In Dispute, The Amount of the Subject Matter | Current Processing Status |
|---|---|---|---|---|
| Taipei District Court, Taiwan, Case No. 940 in 2022 | Plaintiff: Lin, Hong-Chao Li, Yi-Lian Yim, Po-Yan Cai, Lu-Hai Zhao, Yu-Zhi | September, 2022 | The five plaintiffs, Lin, Hong-Chao, Li, Yi-Lian, Yan, Bo-En, Cai, Lu-Hai, Zhao, Yu-Zhi, were all purchasers of the "Pacific Forest" urban renewal project. The properties they purchased from Pacific Construction all had agreed-upon portions for exclusive use. However, after the establishment of the Pacific Forest Community Management Committee (hereinafter referred to as the "Pacific Forest Management Committee"), it has repeatedly denied the existence of the agreed exclusive rights of the plaintiff Lin, Hong-Chao and four others, putting the agreed exclusive rights of the plaintiff Lin, Hong-Chao and others at risk of infringement. Plaintiffs Lin, Hong-Chao and four others filed a lawsuit in accordance with the law requesting confirmation of the existence of the agreed exclusive right. In this case, Pacific Construction is the main participant and joined the plaintiff Lin Hongchao and other four persons as one of the parties. | This case is currently under trial by the Taipei District Court of Taiwan, Case No. 940 of 2022. |
| The case was pronounced on August 28, 2024, confirming the existence of the agreed exclusive rights of the plaintiffs Lin, Hong-Chao and others. | ||||
| The defendant, the Pacific Forest Management Committee, has filed an appeal, which is currently being heard by the Taiwan High Court. | ||||
| Taiwan High Court Rehear Case No. 154 of 2025 | ||||
| Taiwan High Court Rehear Case No. 154 | Defendant: Pacific Forest Community Management Committee | |||
| Main participants: Pacific Construction Co., Ltd. |
| Belonging to the Court (Organization) and Its Case Number | Parties Involved | Commencement Date of Litigation | The Facts In Dispute, The Amount of the Subject Matter | Current Processing Status |
|---|---|---|---|---|
| Taipei District Court, Taiwan, Case No. 1086 in 2023 | ||||
| Taiwan High Court Case No. 506 of 2025 (Re-examination Case No. 114) | Plaintiff: | |||
| Zhang Xiuxing | ||||
| Yang Chengqing | ||||
| Lai Junmin |
Defendant:
Pacific Construction Co., Ltd. | October, 2023 | The plaintiffs, Zhang Xiuxing and two others, are all landowners in the "Pacific Forest" project. The plaintiffs believe that the announcement made by Pacific Construction on January 26, 2011 to the landowners participating in the urban renewal was an "offer", and the three plaintiffs have expressed their "commitment" to Pacific Construction in different ways. Therefore, they believe that a secondary supplementary agreement has been established between the two parties, and therefore requested Pacific Construction to perform the contract and return the unjust enrichment totaling NT$9,841,520. | On December 13, 2024, the Taipei District Court of Taiwan issued a civil judgment No. 1086 of the 2023, ordering the defendant Pacific Construction to pay:
① Zhang Xiuxing: NT$3,239,569 and interest calculated at an annual rate of 5% from December 1, 2022 to the date of repayment.
② Yang Chengqing: NT$3,239,569 and interest calculated at an annual rate of 5% from December 1, 2022 to the repayment date.
③ The request of plaintiff Lai Junmin is rejected.
This case is presently under appeal and is being reviewed by the Taiwan High Court (Case No. 506, 2025 Reconsideration). |
| Taipei District Court, Taiwan, Suit No. 3501 in 2024 | Plaintiff:
Pacific Construction Co., Ltd.
Defendant:
Pacific Forest Community Management Committee | May, 2024 | The Pacific Forest Community held a condominium owners' meeting on March 23, 2024. The parking fee for the 43 parking spaces owned by Pacific Construction was increased from NT$800 to NT$2,000 per parking lot per month, which had a significant impact on the interests of Pacific Construction. Pacific Construction filed a lawsuit in court, requesting that the resolution of the Pacific Forest Community District Owners' Meeting be declared invalid, on the grounds that the resolution constituted an abuse of rights and violated the principle of equality. | This case is presently under consideration by the Taipei District Court of Taiwan, designated as case number 3501 of 2024..
The Taipei District Court in Taiwan delivered a ruling in favor of the Company on April 22, 2025, with the case being finalized on May 19, 2025. |
| Belonging to the Court (Organization) and Its Case Number | Parties Involved | Commencement Date of Litigation | The Facts In Dispute, The Amount of the Subject Matter | Current Processing Status |
|---|---|---|---|---|
| Taipei District Court, Taiwan, Case No. 42 in 2023 | Plaintiff: | |||
| Pacific Forest Community Management Committee | ||||
| Mei Jialing |
Defendant:
Pacific Construction Co., Ltd.
Taiwan Glass Ind. Corp
Stanley Glass Co., Ltd.
Sankyo Ta Tung Aluminum Co., Ltd.
Pengcheng Form International Trade Co., Ltd. | September, 2023 | The Pacific Forest Community Management Committee determined that the glass installed in the homes of community residents and public areas had a high probability of self-explosion after being delivered, and therefore the glass used by Pacific Construction in the Pacific Forest Community was not the 5mm+5mm laminated glass promised in the sales advertisements, and did not meet public safety requirements. Therefore, it commissioned a manufacturer to estimate the cost of completely replacing the glass in the homes and public areas of the Pacific Forest Community, and the required cost was NT$1,201,143. It also believed that three times the punitive damages of NT$3,603,429 should be added, and therefore requested that the defendants and other companies should jointly pay the Pacific Forest Community Management Committee NT$4,804,572.
Based on the same reasons, plaintiff Mei Jialing requested that the defendants and other companies should jointly pay the cost of completely replacing the glass in her home, which is NT$109,720, and three times the punitive damages, which is NT$329,160, totaling NT$438,880. | This case is currently being heard by the Taipei District Court of Taiwan in Case No. 42 of 2023. |
| Taipei District Court, Taiwan, Case No. 2032 of 2025 (Tune Inquiry No. 2032) | Plaintiff:
Huang Xiu-Zhong Fang Mei-Na
Defendant:
Pacific Construction Co., Ltd. | October,2025 | The plaintiffs Huang Xiu-Zhong, Fang Mei-Na, the two persons contend that during the supplementary phase following the completion of the urban renewal project for "Pacific Forest" by Pacific Construction Co., Ltd., an illusion of greater value was created regarding the | This case is presently under consideration by the Taipei District Court in Taiwan. |
| Belonging to the Court (Organization) and Its Case Number | Parties Involved | Commencement Date of Litigation | The Facts In Dispute, The Amount of the Subject Matter | Current Processing Status |
|---|---|---|---|---|
| negotiated joint construction plan. This caused the plaintiffs and the two others to overlook that the distributable rights value under the rights exchange plan (residential units plus parking spaces) was actually superior to that of the negotiated joint construction plan. Consequently, they inadvertently chose to allocate according to the negotiated joint construction plan. Therefore, they assert that their expression of intent was induced by fraud, request the revocation of their consent to the allocation, and seek the difference between the rights exchange plan and the joint construction plan. | ||||
| Taipei District Court, Taiwan, Case No. 2244 of 2025 (Tune Inquiry No. 2244) | Plaintiffs: Lee, Jun-Ping, Lee, De-Hong | |||
| Defendant: Pacific Construction Co., Ltd. | November,2025 | Plaintiffs Lee, Jun-Ping and Lee, De-Hong referenced the prior lawsuit between Liu, Ying-Qing and Taishe Company as a precedent, contending that Pacific Construction Co., Ltd. announcement of subsidies to all contracted landowners on January 26, 2011, constituted an offer. They further asserted that the service of the complaint to Taishe Company represented acceptance of the said offer. Consequently, they requested that Pacific Construction Co., Ltd. be obligated to pay each individual a subsidy of NT$3,239,569 in accordance with the contract. | This case is presently under consideration by the Taipei District Court in Taiwan. |
(13) Other Significant Risks And Its Corresponding Measures: N/A
- Other Significant Matters: N/A
Special Notes
VI. Special Notes
1. Information Concerning Related Companies
(I) Relationship Report
As the Company is not a subsidiary of any entity as defined by the Articles on Related Companies under the Company Law, the Company is not required to prepare a Relationship Report with a controlling company.
(II) Consolidated Business Report of Related Companies
https://doc.twse.com.tw/server-java/t57sb01?step=1&colorchg=1&co_id=2506&year=&mtype=K&isnew=true
(III) Consolidated Financial Report
Statement
For the fiscal year of 2025 (From Jan. 1, 2025 to Dec. 31, 2025), the companies which should be included in the consolidated financial statements of the Company pursuant to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those should be included pursuant to the International Financial Reporting Standards 10. The affiliates’ consolidated financial statements that should already be disclosed on the supra parent company have already been disclosed in the consolidated financial statements of the Company. Therefore, the Company will not prepare separate consolidated financial statements for associates.
Hereby declare
Pacific Construction Co., Ltd.
Chairman: Liu I-Yee
Date: March 10, 2026


94
Special Notes
-
Private placement of securities in the most recent year as of the date of this Annual Report Printing: None.
-
Other Necessary Supplements: None.
-
Events of significant impact on shareholders’ equity or on prices of securities as specified under Subparagraph 2, Paragraph 2 of Article 36 of the Securities and Exchange Act in the Most Recent Year as of the Date of this Annual Report Printing: None.
95
Company Name: Pacific Construction Co., Ltd

Chairman: Liu I-Yee

柳惠英
PACIFIC GROUP
PACIFIC CONSTRUCTION CO., LTD
No.495 Guangfu South Road, Xinyi District, Taipei, Taiwan, R.O.C.
Tel : (02)2722-5051 Fax : (02)2722-7600/2722-7161