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PI Annual Report 2024

Jun 4, 2025

52009_rns_2025-06-04_cf8b592e-2e12-4446-a92f-6528b9eead4c.pdf

Annual Report

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Stock Symbol: 2328

This annual report is available at

Market Observation Post System: http://mops.twse.com.tw The official website of the Company: http://www.panpi.com.tw

==> picture [90 x 100] intentionally omitted <==

Pan-International Industrial Corp.

Annual Report 2024

Printing date:

April 10, 2025

For the convenience of readers and for information purpose only, the annual report has been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version,or any difference in the interpretation betweenthe two versions, the Chinese language annual report shall prevail.

I. The spokesperson, acting spokesperson of the Company

Spokesperson Deputy Spokesperson Name: Shih-Hua Kuo Wen-Ling Yu Title: Assistant Vice President, Assistant Vice President, Investor Investor Relations Department Relations Coordinator Telephone: (02)2211-3066 (02)2211-3066 Mail: [email protected] [email protected]

II. Address and telephone number of corporate headquarter, branches,

and factories.

Corporate Headquarter:

6F., No. 200, Jian8th Rd., Zhonghe Dist., New Taipei City (02)2211-3066 Factory:

No. 97 Anxing Rd., Xindian, New Taipei City (02)2211-3066

III. Share Registrar and Investor Service Agent:

Name: Grand Fortune Securities

Address: 6F, No. 6, Zhongxiao West Road, Section 1, Zhongzheng District, Taipei City Website: www.gfortune.com.tw

Tel: (02)2371-1658

IV. Independent Auditors of financial statements in the most recent year

Name of CPA: Ren-Jie Wu, Ching-Ru Hsu

CPA Office: PwC Taiwan

Address: 27F, No. 333, Keelung Road, Section 1, Xinyi District, Taipei Website: www.pwcglobal.com.tw Tel.: (02)2729-6666

V. Name of the stock exchanges listed for the trading of overseas

securities, and information on inquiry of these overseas securities: None.

VI. Company Website

http://www.panpi.com.tw

Table of Contents Page
I. A report to Shareholders-------------------------------------------------------- 1
II. Corporate Governance Report------------------------------------------------- 5
1. Profiles of the Directors, President, Vice Presidents, Assistant Vice Presidents, and
heads of the functions and branches--------------------------------------------- 5
2. Remunerations to the Directors, President, and Vice Presidents in the most recent
year----------------------------------------------------------------------------- 12
3. The pursuit of corporate governance-------------------------------------------- 18
4. Information on the fees for the service of the CPAs----------------------------- 56
5. Information on replacement of CPAs------------------------------------------- 56
6. The Chairman, President, Chief Financial Officer, or Accounting Manger, who
has been employed by the CPA firm or its affiliates in the most recent period--- 58
7. The changes in the transfer or pledge of equity shares by Directors, managers,
and shareholders holding more than 10% of the shares issued by the Company in
the most recent period to the day this report was printed changes in the transfer
or pledge of shares by shareholders--------------------------------------------- 58
8. The top 10 Shareholders by shareholding quantity are related-parties to one
another as specified in SFAS no. 6 information on spouse or relatives within the
second degree of kinship-------------------------------------------------------- 60
9. The quantity of shares held by the Company, Directors of the Company, managers
and business entities under the direct or indirect control of the Company on
particular investee company, the ratio of overall shareholding in combination in
the calculation quantity of shares, and combined with the proportion of overall
shareholding-------------------------------------------------------------------- 62
III. Solicitation of Capital----------------------------------------------------------- 62
1. Capital and shares-------------------------------------------------------------- 62
2. The state of corporate bonds, preferred shares, overseas depository receipts,
employee stock options, restricted shares for subscription by employees, and
mergers and acquisitions (including mergers, acquisitions and spinoffs).-------- 65
3. Issuance of new shares in the event of a merger or acquisition of another
company's shares--------------------------------------------------------------- 66
4. Implementation of the capital utilization plan----------------------------------- 66
IV. Operation Overview------------------------------------------------------------- 67
1. Content of business------------------------------------------------------------- 67
2. Market, production and sale---------------------------------------------------- 81
3. Employees---------------------------------------------------------------------- 96
4. Information on environmental protection expenditure--------------------------- 96
5. Labor-employer relations------------------------------------------------------- 98
6. Cybersecurity management--------------------------------------------------- 99
7. Major contracts----------------------------------------------------------------- 101
V. Review and Analysis of the Financial Position and Financial
Performance and Risks--------------------------------------------------------- 102
1. Financial position--------------------------------------------------------------- 102
2. Financial performance---------------------------------------------------------- 102
3. Cash flow----------------------------------------------------------------------- 103
4. Major capital expenditures of the most recent year and influence on the financial
position and operation---------------------------------------------------------- 104
5. Reinvestment policy of the most recent year, the main reason for profit or loss, the
corrective action plan, and the investment plan in the year ahead investment plan 104
6. Risk assessment----------------------------------------------------------------- 105
7. Other material information------------------------------------------------------ 108
VI. Additional Information--------------------------------------------------------- 109
1. Information on affiliates-------------------------------------------------------- 109
2. Offering of securities through private placement in the most recent year to the day
this annual report was printed--------------------------------------------------- 109
3. The holding or disposal of Company shares by subsidiaries in the most recent yea
to the day this annual report was printed---------------------------------------- 109
4. Supplementary information----------------------------------------------------- 109
VII. Events of significant influence on shareholder equity or stock price----- 109

I. A report to Shareholders

Dear Shareholders, Ladies and Gentlemen,

The significant decline in revenue and profit in 2024 was mainly due to the change of consumer products in the period of product life cycle, resulting in a 20% decline in the revenue from related raw materials and back-end processing. In addition, the competition in China was fierce, and the customers were also affected by geopolitical and export obstacles, resulting in a decline in the revenue from automotive products. The two factors have affected the consolidated operating revenue in 2024, with a decline of 15% compared to the previous year. Although the revenue declined, the management team still actively executed the product portfolio adjustment strategy, and strictly controlled the production cost in order to maintain the gross margin. The final results were better than expected, and the annual gross margin increased compared to the previous year. However, in order to meet customer demands, expanding research and development capacity, adjusting production capacity in our plants in China, and pay investment due diligence fees, as well as foreign exchange gains and losses resulting from fluctuations in the US dollar (USD) exchange rate, the annual expenses have increased. Consequently, this year's net income experienced a significant decline compared to last year.

Financial performance in the past three years

Item 2022 2023 2024
Annual consolidated
operating revenue (hundreds
of millions)
262.57 256.34 218.21
Grossprofit margin(%) 12.49% 12.39% 13.51%
Netprofit rate(%) 5.97% 5.81% 5.51%
Return on assets(%) 6.43% 6.18% 4.88%
Return on equity (%) 10.85% 9.89% 7.29%
Earningsper share(NT$) 2.55 2.42 2.00
Debt ratio(%) 41.86% 37.09% 33.09%
Annual
consolidated
cash
inflows (outflows) (hundreds
of millions)


4.72
(2.73) 3.15

In terms of ESG-related matters, the annual carbon reduction target has been successfully achieved; the proportion of green energy use has reached the target; the subsidiary, HongHuaSheng

~1~

Precision Electronics (YanTai) Co., Ltd., has obtained the ISO16064-1 annual certification and UL2799 platinum-grade zero waste to landfill certification; the 2023 sustainability report was assured by PwC Taiwan; the Board performance evaluation by an external independent institution was successfully completed; and efforts to give back to community were expanded, including donations to the National Taipei University of Technology’s Formula Racing Team and the Our lady of Providence Senior High School’s Robotics Team, demonstrating the Company's commitment to corporate social responsibility. Even in the face of a challenging macro environment, in addition to striving to increase revenue and profits to reward employees, shareholders, and investors, the Company will continue to invest resources to respond to the concerns of other stakeholders and enhance its corporate ESG image.

Operational Strategy for 2025:

The future global business environment and technological trends will be a time of rapid change and unpredictability, especially the development of the global political and economic situation after President Trump took office. The Company will actively face the difficulties and challenges of various operations by making quick decisions and implementing them effectively, and will take the following three main approaches as its business guidelines.

-Increasing revenue

The main business objectives of the year are to increase consolidated revenue and profits. For the automotive wiring harness products, the Company will actively maintain customer relations, develop new products and strategic alliances, and consolidate existing orders. In addition, the Company will actively seek acquisition targets in the automotive product sector to expand the revenue of automotive products. In terms of PCB business, after the customers launch new models, it is expected that the business will gradually recover. The business division in Southeast Asia has benefited from the flexibility adjustment of the supply chain and the US-China trade competition. In recent years, there have been many customer inquiries, and the Company will actively seize the opportunities, meet customer needs, expand production capacity, and expand business opportunities in consumer and communications products. It is expected that the annual consolidated revenue will return to the growth trend.

-Enhancing R&D capabilities

The development of new products and technologies and the optimization of production

~2~

processes are the key elements for winning orders and increasing gross profits. The Company has restructured its R&D team, eliminating underperformers while retaining strong talent, and is sequentially completing new product development and production in accordance with customer plans. The new Zhonghe Plant has been planned to be built with a more complete R&D environment. In the future, the Company will continue to seek outstanding R&D talent and expand the R&D team to improve the R&D capabilities and research new technologies, as the foundation for the Company's advanced technology-oriented development.

-Enhancing business resilience

In the business environment filled with difficulties and challenges, enhancing business resilience is the only way to survive and pursue sustainable operation. The management team will continue to review the quality of various information products, reduce production and procurement costs, increase cash positions and strictly control various expenses and expenditures, in order to strengthen the Company's financial quality and maintain normal operations. The Company will also actively promote the concept of integrity, strictly prohibit corruption, and improve the whistleblowing system to establish an ethical and honest corporate culture.

-Technology upgrade

In order to support the development of customers and maintain good relationship, PanInternational continues to invest R&D resources, cooperate with customers' product design and planning schedule, develop new products, such as EV high-voltage wiring harness, energy storage high-voltage wiring harness, charging gun wiring harness, industrial robot cable carrier harnesses, HDI multilayer boards, and automotive PCB, all of which have been successively shipped and contributed to revenue. In 2024, the Company invested NTD 453 million in R&D expenses, accounting for 2.08% of consolidated revenue. In the future, the Company will maintain a 1.5 - 2% of its revenue as R&D expenses (about NTD 400 - 500 million), develop new products, such as highfrequency and high-speed cables, medical testing cables, new-generation network cables, mining Machine PCB, sever PCB, and vehicle-mounted solar panels, to enhance the Company's technological competitiveness and increase revenue and profits.

Impacts from the competitive environment, regulatory environment and general business environment:

~3~

The rapid development of AI-related software and hardware products in recent years will lead to the rise of new products and industries, which will cause a rapid transformation and prompts the existing industry and supply chain to seek new production models. In addition, due to the frequency of extreme weather and the resulting substantive damage, environmental protection regulations in various regions have become more and more stringent, so each operating site will need to invest more resources to meet the requirements of regulatory requirements. In addition, the geopolitical integration and competition and rapid changes in economic policies of the Trump administration have all caused a new impact on the global business environment, and the Company's operations will also face different new challenges. However, new environmental challenges also mean new opportunities. Pan-International will continue to uphold its corporate culture of one step at a time and pragmatism and innovation, expand its recruitment of talent, make good use of its global operating locations, actively strive for new product business opportunities, increase revenue and profits, and strengthen employees' environmental protection and risk awareness, improve production efficiency, and strive to achieve various emission reduction targets in order to reduce the impact of various new challenges on the Company's normal operations.

Sustainable development

To lay the foundation for sustainable development, GHG inventory and human rights issues will be the focus of ESG this year. The Company has planned to complete the GHG inventory and certification of its subsidiaries in Taiwan and China as soon as possible, and will formulate reduction and improvement plans based on the inventory results to maintain the carbon neutrality. As for human rights issues, relevant conduct rules will be formulated, and human rights issues will be promoted, and the rights of employees will be protected. In addition, the Company will continue to expand its efforts to give back to society to fulfill its social responsibilities. In addition, the Company will plan to establish a risk management committee to improve corporate governance and achieve ESG indicators. Although the macro economy is still challenging and competitive, the management team will overcome difficulties, improve operational efficiency, and accomplish the budget targets. The business results will be shared with all stakeholders. I would like to express my sincere gratitude to all shareholders.

May I wish all the Shareholders, Ladies and Gentlemen

Good health and good luck

Chairman: Lee, Kuang-Yao

~4~

Two. Corporate Governance Report

I. Profiles of the Directors, President, Vice Presidents, Assistant Vice Presidents, and heads of the functions and branches

(I) Profiles of the Directors

Profiles of the Directors (I)

March 28, 2025

Title Nationality
or place of
registration


Name
Age/Gen
der
Date of
election to
(assumption
of) office
Tenur
e
Date of
initial term
to office
Quantity of
shareholding at
the time of
election to office
Quantity of
shareholding at
the time of
election to office
Number of shares
held at present
Number of shares
held at present
Holding of
shares at
present by
spouse,
underage
children.
Holding of
shares at
present by
spouse,
underage
children.
Holding of
shares in
the name
of a third
party
Holding of
shares in
the name
of a third
party
Major experience
(education)
Additional
posts of the
Company and
other
companies at
present
Another
officer,
Director, or
Supervisor
who is
spouse or kin
within the
2nd degree
Another
officer,
Director, or
Supervisor
who is
spouse or kin
within the
2nd degree
Another
officer,
Director, or
Supervisor
who is
spouse or kin
within the
2nd degree
Shares Ratio
of
share
holdi
ng
Shares Ratio
of
share
holdi
ng
Shar
es
Ratio
of
share
holdi
ng

Shar
es
Ratio
of
share
holdi
ng

Titl
e

Na
me

Rel
atio
n
Chairman Republic
of China
Kuang-
Ya Lee
Male
51~60 years
old

2023.06.09
3
years
2023.06.09
0
0 1,000 0 - - - - Chairman of
Foxconn
Technology Co.,
Ltd.
MBA, Soochow
University
Assistant vice
president of
Hon Hai
Precision
Industry Co.,
Ltd.
- - -
Director Republic
of China
Feng-An
Huang
Male
61~70 years
old

2023.06.09
3
years
2002.06.10
35,000
0.01 35,000 0.01 - - - -
Manager of Hon
Hai Precision
Industry Co., Ltd.
Bachelor,
Department of
Accounting, Feng
Chia University
Vice President,
Pan-
International
Industrial
Corp. (Note)

-
- -
Director Republic
of China
Ying-
Shih
Huang
Male
51~60 years
old

2023.06.09
3
years
2023.06.09
4,610
0.00 4,610 0.00 - - - -
Assistant vice
president of HP
Taiwan
Information
Technology Ltd.
Assistant vice
president of
Systex
Corporation
Master of
Accounting,
National Chung
Cheng University
Senior officer
of Hon Hai
Precision
Industry Co.,
Ltd.
- - -

~5~

Independent
Director

Republic
of China
Wen-
Jung
Cheng
Male
51~60 years
old

2023.06.09
3
years
2020.06.12
0
0 0 0 - - - - Lead CPA, Fubo
United
Accounting Firm
Master of
Accounting,
National Taiwan
University
Supervisor,
Top Food
Industrial
Corporation
Independent
Director, SOE
Co., Ltd.
- - -
Independent
Director

Republic
of China
Lin
Ching-
Wei
Female
51~60 years
old

2023.06.09
3
years
2017.06.14 0 0 0 0 - - - -
Director of
CyberTAN
Technology Inc.
CFO of Arrow
Cinematic Group
Master of
Accounting,
National Chengchi
University

Director of
Great Dream
Pictures
- - -
Independent
Director

Republic
of China
Ming-I
Kuo
Female
51~60 years
old

2023.06.09
3
years
2023.06.09 0 0 0 0 - - - -
General Counsel
and Compliance
Officer, China
Development
Financial
Master of Law,
Columbia
University in the
City of New York
Consultant of
Lexcel Law
Offices
- - -
Independent
Director

Republic
of China
Chih-
Keng
Chen
Male
61~70 years
old

2023.06.09
3
years
2023.06.09 0 0 0 0 - - - -
Vice Dean,
College of
Mechanical and
Electrical
Engineering,
Taipei Tech
Technical
Consultant,
Automotive
Research &
Testing Center
(ARTC)
PhD of Institute of
Control
engineering, Case
Western Reserve
University,USA

Professor and
Chair,
Department of
Vehicle
Engineering,
Taipei Tech
- - -

Note: The reason, rationality, and necessity for the Chairman and President to be the same person, and countermeasures: No such situation. Director Feng-An Huang retired in September 2024 and no longer served as Vice President of the Company concurrently.

~6~

Dominant shareholders of the institutional shareholder

March 28, 2025

Dominant shareholders of the institutional shareholder
March 28,2025
Name of institutional shareholder Major shareholders of institutional shareholders
None. None.
If the dominant shareholders of the institutional shareholders are corporate bodies, the dominant shareholders of these corporate bodies
March 28,2025
Name of corporate body Major shareholders of corporate bodies
None. None.

Note: Only the names of shareholders holding more than 10% of the shares issued by the Company or among the top 10 by ratio of shareholding will be mentioned.

~7~

Profiles of the Directors (II)

  1. Information Disclosure on Directors’ and Supervisors’ Professional Qualifications as well as Independent Directors’ Independence:
Condition
Name

Professional Qualifications and
Experience
Independence Status The
number of
additional
posts as
Independe
nt
Directors
with other
publicly-
traded
companies
Kuang-Ya
Lee
Chairman Lee has extensive experience
in R&D and management in new
industries such as electric vehicles and
robots, and has served as the chairman
of a public company. For the Company's
future development in the electric
vehicle industry, he will be able to
formulate successful strategies and
goals Improve business and create good
results.









Not applicable
0
Feng-An
Huang
Director Huang has served as the
accounting and management manager
of Chinfon Group and Hon Hai Group
with over 40 years of experience. Mr.
Huang has rich experience in financial
report management, cost control, and
company listing affairs and can assist
companies to improve accounting
management,
internal
audit,
and
internal control systems.









Not applicable
0
Ying-Shih
Huang
Director
Huang
has
served
in
management positions in technology
companies and consultants. He has
extensive
experience
in
industry
analysis, cost control, organizational
operation
and
new
technology
investment. He will be able to
effectively supervise the operation of
the
management
and
provide
comprehensive
operational
recommendations.










Not applicable
0

~8~

Wen-Jung
Cheng
Independent Director Cheng is a
certified accountant. He is currently a
chief accountant of Fubo United
Accounting Firm. He is proficient in
international
accounting
standards,
financial statement auditing, as well as
tax planning and can provide perfect
suggestions for the company's financial
report
preparation,
regulatory
compliance,
and
internal
control
management to fulfill his supervisory
duties.











Independent Director Cheng (and his
spouse and relatives within the second
degree of kinship) has not served as a
director, supervisor, or employee of the
Company,
related
companies,
or
companies with specific relationships. He
has not received any remuneration for his
services in the last two years. Comply with
the independence status required for an
independent director.









1
Lin Ching-
Wei
Independent Director Lin is certified as
a certified public accountant and has
experience in practical operation of the
Company,
as
well
as
extensive
experience in financial operations and
account management. He will be able to
effectively supervise the Company's
financial
operations
and
provide
comprehensive accountingadvice.








Independent Director Lin (and his spouse
and relatives within the second degree of
kinship) has not served as a director,
supervisor, or employee of the Company,
related companies, or companies with
specific relationships. He has not received
any remuneration for his services in the last
two years. Comply with the independence
status required for an independent director.









0
Ming-I
Kuo
Independent Director Kuo is a qualified
lawyer and has extensive practical
experience in legal compliance affairs
of law firms and banks. She will be able
to effectively supervise and provide
comprehensive suggestions on legal
issues
related
to
the
Company's
operations.







Independent Director Kuo (and his spouse
and relatives within the second degree of
kinship) has not served as a director,
supervisor, or employee of the Company,
related companies, or companies with
specific relationships. He has not received
any remuneration for his services in the last
two years. Comply with the independence
status required for an independent director.









0
Chih-Keng
Chen

Independent Director Chen holds a
doctorate degree and is currently a
professor
and
the
chair
of
the
Department of Vehicle Engineering of
the University of North University of
Science and Technology. He has
comprehensive
technology
and
knowledge related to the automotive
industry
and
abundant
industry
contacts. He can provide professional
supervision,
advice
and
recommendation for the Company's
development in the automotive industry
and introduce relevant talented people
to the Company.














Independent Director Chen (and his spouse
and relatives within the second degree of
kinship) has not served as a director,
supervisor, or employee of the Company,
related companies, or companies with
specific relationships. He has not received
any remuneration for his services in the last
two years. Comply with the independence
status required for an independent director.









0

Note: All of the Company’s directors do not have any circumstances stipulated in Article 30 of the Company Act.

~9~

  1. Diversity and independence of the board of directors:

  2. (1) Diversity of the board of directors:

According to the Corporate Governance Best Practice Principles of the Company, the Board shall be capable of performing the following functions for achieving the ideal goal of corporate governance.

  1. Operational judgment. 2. Capacity for accounting and financial analysis. 3. Capacity for

corporate management. 4. Capacity for crisis management.

  1. Industry knowledge. 6. International market view. 7. Leadership. 8. Decision-making

capacity.

In addition to the above competencies, the Company has formulated a strategy for diversifying its board members and hopes to find directors with rich qualifications, practical operations, and strategic development planning in various fields such as industry experience, financial and accounting operations, regulatory compliance, strategic planning, and risk management. We also take into account the principle of gender equality to increase the opportunities for people of different genders to participate in decision-making and management. We will aim to have more than one-third of the board directorships held by individuals of any gender, compile a list of qualified candidates, and submit it to shareholders for election.

The current board members have the professional skills shown in the table below:

Director Title Seniority of
service of
the
Independen
t Director
Seniority of
service of
the
Independen
t Director
The overall capacity required for the Board The overall capacity required for the Board The overall capacity required for the Board The overall capacity required for the Board The overall capacity required for the Board The overall capacity required for the Board The overall capacity required for the Board The overall capacity required for the Board Ho
ld
po
siti
on
as
em
pl
oy
ee
of
the
Co
m
pa
ny
Less
than
3
years
Mo
re
tha
n 3
yea
rs
Ope
rati
onal
judg
men
t






Accou
nting
and
financi
al
analysi
s
Cor
por
ate
ma
nag
em
ent
Cris
is
man
age
men
t
Ind
ustr
y
kno
wle
dge
Inte
rnat
iona
l
mar
ket
vie
w
Lea
ders
hip
cap
acit
y
Dec
isio
n-
mak
ing
cap
acit
y
Kuang-Ya
Lee
Chairman V V V V V V V
Feng-An
Huang
Director V V V V V V V
Ying-Shih
Huang
Director V V V V V V V V
Wen-Jung
Cheng
Independent
Director
V V V V V V V V V
Lin
Ching-
Wei
Independent
Director
V V V V V V V V

~10~

Ming-I
Kuo
Independent
Director
V V V V V V
Chih-
Keng
Chen
Independent
Director
V V V V V V V

The Company has established 7 seats of Directors for its Board in accordance with the Articles of Incorporation of which 4 seats were reserved for Independent Directors with tenure of 3 years. The candidate nomination system was adopted for the election of the Directors and the candidates on the list will be elected by the Shareholders Meeting to the seats. Directors may assume a new term of office if reelected. The Company has taken liability insurance to protect the Directors within the scope of their assigned duties.

The members of the current Board of Directors were elected in the shareholders' meeting in June 2023, and the term of office is from June 9, 2023 to June 8, 2026. The proportion of directors who are also employees is 0%, while the proportion of independent directors exceeding half of the board is 57%. Among the independent directors, three have held the position for three years or less, and one between three to six years. Currently, only two directors are aged between 61 and 70, accounting for 29% of the board, thus achieving the goal of a younger board. The proportion of female directors is 29%, also meeting the originally set gender equality target. The Board of Directors includes accountants, lawyers, university professors and senior industry professionals, who will contribute their efforts and create new chapters for and supervise the Company's future development. The nominations for this re-election were based on indicators, such as gender equality, diversity, cross-industry fields, and business development strategies. Two qualified female and five male candidates were nominated, and all the director candidates were successfully elected. The number of directorships held by individuals of any gender will be an important indicator for the next reelection nomination to nominate outstanding director candidates based on the Company's future development needs.

  • (2) Independence of the board of directors:

There are four independent directors in the Company's Board of Directors, accounting for more than half, or 57%; up to 100% of directors are not also employees of the company. According to the statements of directors and the results of the Company's inspection results, there is no spousal relationship or relative within the second-degree kinship between the directors, so the Board of Directors is independent.

The Company's independent directors shall be appointed according to their declaration and the Company’s qualification checklist when they are elected. All four independent directors meet the relevant independence standards.

~11~

(II) Profiles of the President, Vice President, Assistant Vice President, and heads of the functions and branches

March 27, 2025

March 27,2025 March 27,2025 March 27,2025 March 27,2025 March 27,2025 March 27,2025
Title
Nationalit
y
Name
Ge
nde
r
Date of
election to
(assumptio
n of) office
Number of shares
held
Holding of shares
by spouse,
underage children
Holding of shares
in the name of a
thirdparty
Major
experien
(education)
Additiona
l posts
with
other
companie
s
A manager who is spouse
or kin within the 2nd
degree.
Shares
Ratio of
sharehold
ing
Shares
Ratio of
sharehol
ding
Shares
Ratio of
sharehol
ding
Title
NameRelatio
ns
The President
Republic
of China
Ming-
Feng Tsai
Mal
e2023.06.09
280,227
0.05
0
0
0
0
Graduate from graduate
school
Manager, Pan-
International Industrial
Corp.
None.
-
-
-
Chief
Financial
Officer/Assistant
Vice President
Republic
of China
Yun-
Keng Liu
Ma
le2024.08.14
0
0.00
0
0
0
0
Graduate from graduate
school
Chief of Finance
Division,Hon Hai Group
None.
-
-
-
Accounting
Supervisor
Assistant
Vice
President
/Corporate
Governance
Officer
Republic
of China
Chih-
Hao Tai
Mal
e2023.08.08
0
0.00
0
0
0
0
Graduate from graduate
school
Manager, Pan-
International Industrial
Corp.
None.
-
-
-
II. Remunerations to the Directors, President, and Vice Presidents in the most recent year
(I) Remuneration to the Directors (there was no loss after taxation, no insufficient holding of shares by Directors, and no Directors pledged equity shares of the Company over the most
recent 2 years)
Unit: NTD Thousand
Title
Name
Remuneration to the Directors
The sum total
of A, B, C, D
in proportion
to the net
income
Remuneration to Directors who are also employees
The sum of A, B,
C, D, E, F and G
and the
percentage in net
income after tax
Any
remu
nerat
ion
from
inves
tee
comp
anies
other
than
Remuneration
(A)
Pension and
severance pay
(B)
Remuneration
to Directors (C)
Business
allowance (D)
Salaries, bonus, and
special subsidy (E)
Pension and
severance pay (F)
Remuneration to the employ
(G)
The
Com
pany
All
comp
anies
listed
The
Com
pany
All
com
panie
s
The
Comp
any
All
comp
anies
listed
The
Co
mpa
ny
All
compa
nies
listed
The
Com
pany
All
comp
anies
listed
The
Compan
y
All
companies
listed in
the
The
Com
pany
All
comp
anies
listed
The Company
All companies
listed in the
financial
statements)
The
Compa
ny
All
compa
nies
listed
Title Nationalit
y
Name Ge
nde
r
Date of
election to
(assumptio
n of) office
Number of shares
held
Holding of shares
by spouse,
underage children
Holding of shares
in the name of a
thirdparty
Major
experien
(education)
Additiona
l posts
with
other
companie
s
A manager who is spouse
or kin within the 2nd
degree.

Shares
Ratio of
sharehold
ing
Shares Ratio of
sharehol
ding

Shares
Ratio of
sharehol
ding
Title Name Relatio
ns
The President Republic
of China
Ming-
Feng Tsai

Mal
e
2023.06.09
280,227

0.05
0
0

0

0

Graduate from graduate
school
Manager, Pan-
International Industrial
Corp.

None.
- - -
Chief
Financial
Officer/Assistant
Vice President

Republic
of China
Yun-
Keng Liu

Ma
le
2024.08.14
0

0.00
0
0

0

0

Graduate from graduate
school
Chief of Finance
Division,Hon Hai Group

None.
- - -
Accounting
Supervisor
Assistant
Vice
President
/Corporate
Governance
Officer

Republic
of China
Chih-
Hao Tai
Mal
e
2023.08.08
0

0.00
0
0

0

0

Graduate from graduate
school
Manager, Pan-
International Industrial
Corp.

None.
- - -
Title Name Remuneration to the Directors The sum total
of A, B, C, D
in proportion
to the net
income
Remuneration to Directors who are also employees The sum of A, B,
C, D, E, F and G
and the
percentage in net
income after tax
y
Any
remu
nerat
ion
from
inves
tee
comp
anies
other
than
Remuneration
(A)
Pension and
severance pay
(B)
Remuneration
to Directors (C)
Business
allowance (D)
Salaries, bonus, and
special subsidy (E)
Pension and
severance pay (F)

Remuneration to the emplo
(G)
The
Com
pany
All
comp
anies
listed
The
Com
pany
All
com
panie
s
The
Comp
any
All
comp
anies
listed
The
Co
mpa
ny
All
compa
nies
listed
The
Com
pany
All
comp
anies
listed
The
Compan
y
All
companies
listed in
the
The
Com
pany
All
comp
anies
listed
The Company All companies
listed in the
financial
statements)
The
Compa
ny
All
compa
nies
listed

~12~

in the
financ
ial
state
ments
listed
in
the
finan
cial
state
ment
s
in the
financ
ial
statem
ents
in the
financ
ial
statem
ents
in the
financ
ial
state
ments
financial
statements
in the
financ
ial
statem
ents
Amo
unt
of
cash
Amo
unt
of
stock
Amo
unt
of
cash
Amou
nt of
stock
in the
financi
al
statem
ents
the
subsi
diari
es
Director Kuang-Ya
Lee
0 0 0 0 3,728 3,728 0 0 3,728
0.36%
3,728
0.36%
2,427 2,427 48 48 2,250 0 2,250 0 8,453
0.82%
8,453
0.82%
None
.
Feng-An
Huang
Ying-Shih
Huang
Independe
nt
Director
Wen-Jung
Cheng
1,440 1,440 0 0 2,485 2,485 0 0 3,925
0.38%
3,925
0.38%
0 0 0 0 0 0 0 0 3,925
0.38%
3,925
0.38%
None
.
Lin
Ching-
Wei
Ming-I Kuo
Chih-Keng
Chen

The policy, system, standard and structure of the remuneration to the Independent Directors, the association between the duties charged, the risk, the time consumed and related factors and the amount of payment: Independent directors receive a fixed monthly remuneration as service income. The payment will be based on the number of attendances to the Board, Auditing Committee, Remuneration Committee, and Nomination Committee meetings as well as the participation in the discussion, suggestion and decision in relevant meetings. The Articles of Incorporation also specified that the Company shall appropriate at least 5% of its earnings as remuneration to the employees and no more than 0.5% of the earnings as remuneration to the Directors, so that the Directors and the employees can share the result of operation. The Company also reviews the connection between the directors' performance appraisal and the remuneration system each year, and submit the review to the Remuneration Committee for discussion, so that the responsibilities and risks assumed by the directors can be in line with the remuneration they receive.

  • In addition to the disclosures in the above table, any remuneration to the Directors who provided services for the companies included in the financial statements in the most recent year (such as consultants): None. Note: 1. Pension and severance pay are recognized as expenses appropriated for payment.

~13~

Remuneration bracket

Remuneration bracket for individual
Directors of the Company
Director name Director name Director name Director name
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The Company All companies
included in the
financial
statements I
The Company All companies
included in the
financial
statements J
Less thanNTD1,000,000 - - - -
NTD1,000,000 (inclusive) ~
NTD2,000,000
Ying-Shih
Huang, Ching-
Wei Lin, Ming-I
Kuo, Chih-Keng
Chen, Feng-An
Huang, Wen-
JungCheng
Ying-Shih Huang,
Ching-Wei Lin,
Ming-I Kuo,
Chih-Keng Chen,
Feng-An Huang,
Wen-Jung Cheng


Ying-Shih Huang,
Ching-Wei Lin,
Ming-I Kuo,
Chih-Keng Chen,
Wen-Jung Cheng
Ying-Shih Huang,
Ching-Wei Lin,
Ming-I Kuo,
Chih-Keng Chen,
Wen-Jung Cheng
NTD2,000,000 (inclusive) ~
NTD3,500,000
Kuang-Ya Lee Kuang-Ya Lee Kuang-Ya Lee Kuang-Ya Lee
NTD3,500,000 (inclusive) ~
NTD5,000,000
- - - -
NTD5,000,000 (inclusive) ~
NTD10,000,000
- - Feng-An Huang Feng-An Huang
NTD10,000,000 (inclusive) ~
NTD15,000,000
- - - -
NTD15,000,000 (inclusive)~
NTD30,000,000
- - - -
NTD30,000,000 (inclusive) ~
NTD50,000,000
- - - -
NTD50,000,000 (inclusive) ~
NTD100,000,000
- - - -
More than NTD100,000,000 - - - -
Total 7 7 7 7
  • The content of remuneration as disclosed in this table is different from the concept under the Income Tax Act, which is for disclosure only and not for taxation purpose.

~14~

(II) Remuneration to the President and the Vice Presidents

Unit: NTD Thousand Unit: NTD Thousand Unit: NTD Thousand
Name Salaries (A) Pension and severance pay
(B)
Bonuses and special
subsidies (C)
Amount of remuneration to employees
(D)
The sum of A, B, C,
and D as a percentage
of net income (%)
Any
remuneratio
n from
investee
companies
other than
the
subsidiaries
The
Company
All
companies
listed in the
financial
statements

The
Company
All
companies
listed in the
financial
statements
The
Compan
y
All
companie
s listed in
the
financial
statements
The Company All companies
listed in the
financial
statements
The
Compan
y
All
companie
s listed in
the
financial
statements
Amoun
t of
cash
Amoun
t of
stock
Amoun
t of
cash
Amoun
t of
stock
Ming-
Feng
Tsai
4,160 4,160 108
(appropriated
amount)
108
(appropriated
amount)
2,440 2,440 5,090 0 5,090 0 11,798
1.14%
11,798
1.14%
None.
Feng-
An
Huan
g

Vice President Feng-An Huang retired in September 2024.

Remuneration bracket Remuneration bracket
Payment to individual President and Vice Presidents,
remuneration bracket
Names of President and Vice Presidents
The Company All companies included in the financial
statements E
Less than NTD1,000,000 - -
NTD1,000,000 (inclusive) ~ NTD2,000,000 - -
NTD2,000,000 (inclusive) ~ NTD3,500,000 - -
NTD3,500,000 (inclusive) ~ NTD5,000,000 Feng-An Huang Feng-An Huang
NTD5,000,000 (inclusive) ~ NTD10,000,000 Tsai, Ming-Feng Tsai, Ming-Feng
NTD10,000,000 (inclusive) ~ NTD15,000,000 - -
NTD15,000,000 (inclusive) ~ NTD30,000,000 - -

~15~

NTD30,000,000 (inclusive) ~ NTD50,000,000 - -
NTD50,000,000 (inclusive) ~ NTD100,000,000 - -
More than NTD100,000,000 - -
Total 2 2
  • The content of remuneration as disclosed in this table is different from the concept under the Income Tax Act, which is for disclosure only and not for taxation purpose.

~16~

Names of managers with distribution of employee remuneration and the status of distribution

==> picture [507 x 257] intentionally omitted <==

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

April 10, 2025
Amount in Amount in Amount total in
Total (NTD
Title Name stock (NTD cash (NTD proportion to net
Thousand)
Thousand) Thousand) income (%)
Ming-Feng
The President
Tsai
Vice President, Feng-An
Admin. Dept. (Note) Huang
Chief Financial
Yun-Keng
Officer/Assistant
Liu 0 6,415 6,415 0.62%
Vice President
Accounting
Supervisor Assistant
Chih-Hao
Vice President
Tai
/Corporate
Governance Officer
Manager
----- End of picture text -----

Vice President Feng-An Huang retired in September 2024.

  • (IV) The total payment to Directors, President, and Vice Presidents of the Company in proportion to the net income of the most recent 2 years:
2023 2023 2024 2024
The Company All companies
included in the
consolidated
financial
statements
The Company All companies
included in the
consolidated
financial
statements
Director 1.46% 1.46% 1.20% 1.20%
President and Vice
Presidents
1.19% 1.19% 1.14% 1.14%
  • (1) This year, due to the Company's decline in revenue and profitability, the remuneration to directors decreased accordingly. In addition, due to the retirement of Vice President Huang, the salaries of managers and employee remuneration also decreased. Therefore, the proportion of net profit after tax in 2024 was lower than that of in 2023.

  • (2) Remuneration to the President and the Vice Presidents covers salaries, bonuses, and employee remuneration. Remuneration was determined in accordance with the internal rules and regulations of the Company and in consideration of salaries for the same position and rank on the market of the same industry. In addition, the functions and scope of duties, the contribution to the operation objective of the Company will also be considered. The policy of remuneration was made with reference to the overall operation performance of the Company, individual attainment of performance goals, and contribution to the Company and set at a reasonable level. The annual KPI

~17~

of the managers include financial indicators: revenue growth rate, after-tax income and budget achievement rate, and performance indicators: departmental OKR achievement rate, efficiency improvement, project completion rate, and innovation ability. The Remuneration Committee will review the annual bonus and employee remuneration based on the achievement of the managers' KPI. In addition, the Remuneration Committee will regularly review the evaluation criteria such as the performance evaluation system for managers, the connection between compensation and performance, and the salary level of the market peers in order to adjust the Company's compensation policies and systems for managers promptly and retain outstanding talents for the Company. The newly amended the "Procedures Governing the Salary and Remuneration of Managers” has been submitted to the first board meeting in 2025 ,and approved, as the basis for the assessment and distribution of managers' remuneration.

III. The pursuit of corporate governance

(I) The operation of the Board:

  • (1) The Board convened 4 times in the most recent year (2024). The attendance of the Directors is shown below:
Title Name Attendance
in person
Attendance
by proxy
Actual
attendance rate
(%)
Remarks
Chairman Kuang-Ya Lee 4 0 100%
Director Feng-An Huang 4 0 100%
Director Ying-Shih Huang 4 0 100%
Independent
Director
Wen-Jung Cheng 4 0 100%
Independent
Director
Lin Ching-Wei 4 0 100%
Independent
Director
Ming-I Kuo 4 0 100%
Independent
Director
Chih-Keng Chen 4 0 100%

~18~

Additional information:

  • I. If any of the following applies to the Board in operation, specify the date, the session, content of the motions, opinions of the Independent Directors, and the response of the Company to these opinions:

  • (I) According to Article 14-3 of the Securities and Exchange Act:

    1. Passed by the 1st session of the Board in 2024 March 13, 2024:

      • (1) The evaluation of the independence of the CPAs and appointment.
    2. Passed by the 3rd session of the Board in 2020 on August 14, 2024:

      • (1) Appointment of the Chief Financial Officer.

      • (2) Appointment of the chief auditor.

    3. Passed by the 4th session of the Board in 2024 November 13, 2024:

      • (1) Addition of the internal control system and operating procedures related to the management of sustainable information.

      • (2) Disposal of shares of InnoLux Display Corporation

(All attending independent directors agreed to approve the preceding proposal with unanimous consent)

  • (II) In addition to the aforementioned issues, other resolutions of the Board with adverse or qualified opinions from the Independent Directors with recorded or written declaration: Not applicable.

  • II. For the recusal of a director due to a conflict of interest, the name of the director, the content of the proposal, the reason for recusal, and the participation in voting shall be provided: During the year, the Board of Directors discussed the 2023 performance bonuses for managers on March 13, the adjustment of the manager salary structure on May 14, and the allocation of employee remuneration to managers for 2023 on November 13. Due to personal interest involvement, Director Feng-An Huang, a stakeholder, abstained from voting. The remaining attending directors approved the proposals.

  • III. Companies listed at TWSE or TPEx should disclose the frequency of self-evaluation (or peer evaluation) of the Board and the intervals between the evaluations, the scope and method of evaluation, and related information. Fill in Table II (2) the pursuit of Board evaluation: Refer to the table below.

  • IV. Objectives to strengthen the functions of the Board of Directors in the current year and the most recent year (e.g. establishment of an Audit Committee, improvement of information transparency, etc.), and evaluation of implementation: The Company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee. These committees operate independently and perform their supervisory duties in accordance with their respective charters to strengthen the functions of the Board of Directors.

(2) The implementation of Board evaluation:

The Company passed the “Regulations Governing the Evaluation of the Board” in the 3rd session of the

~19~

Board in 2019, and has completed the evaluation of the Board, Directors and the members of the functional committees of 2024 in February 2025. The implementation is as follows:

Frequency of
evaluation
Period for
evaluation
Scope of
evaluation
Method of
evaluation
Content of evaluation
Implement
once per year
2024/1/1~2024
/12/3
The Board Self-Evaluation
of the Board
A. Degree of participation in the
operation of the Company
B. Improving the quality of
decision-making of the Board
C. The organization and structure
of the Board
D. The election of Directors and
continuing education
E.InternalControl
Director Self-Evaluation
of the Directors
A. Mastery of the company
objective and mission
B. Understanding of the duties of
Directors
C. Degree of participation in the
operation of the Company
D.
Engagement
of
internal
relations and communication
E. Professional standing of the
Directors
and
continuing
education
F.Internal control
Auditing
Committee
Self-evaluation
of the
committees
A. Degree of participation in the
operation of the Company
B. Improving the quality of
decision-making of the committee
C. Understanding of the duties of
the committee
D.
The
organization
of
the
committee and the election of the
committee members
E.InternalControl
Remuneration
Committee/Nom
ination
Committee
Self-evaluation
of the
committees
A. Degree of participation in the
operation of the Company
B. Improving the quality of
decision-making of the committee
C. Understanding of the duties of
the committee
D.
The
organization
of
the
committee and the election of the
committee members

Based on the self-evaluation questionnaires completed by directors and committee members, the results of the self-evaluation of the Board of Directors, directors, Audit Committee, Remuneration Committee and Nomination Committee are all excellent. Moreover, the evaluation results have been reported to the first board meeting in 2025 as the reference of remuneration determination and the nomination for reappointment.

~20~

In order to enhance the quality of evaluations, the Board of Directors approved amendments to certain articles of the Board of Directors Evaluation Measures on August 14, 2024. The performance evaluation of the Company's Board of Directors and functional committees shall be conducted by an external professional independent institution or a team of external experts and scholars at least once every three years. The Company commissioned the Taiwan Investor Relations Institute to conduct the 2023 external performance evaluation of the Board of Directors and functional committees (period: July 1, 2023 to June 30, 2024). This institution and the evaluation experts are independent and have no business dealings with the Company. The independent experts conducted questionnaire surveys and on-site interviews on the five major aspects of the Board of Directors and functional committees, including objectives, organization, professionalism, participation in operation, and internal control. The evaluation report was completed in December 2024. A summary of the report's suggestions is as follows:

  1. Planning ahead to have one-third of directors be women: The list of director candidates will be prepared based on the suggestions in 2026.

  2. Risk management will be supervised by the Audit Committee or a functional committee at the board level: An Audit and Risk Management Committee will be established in 2025 to supervise risk management.

  3. Establishing a succession plan for board members and key management: A first-line manager acting system has been established to train acting managers as succession candidates, and outstanding board candidates are being sought.

  4. The Company's Corporate Governance Best Practice Principles has been amended to include a provision that directors are not allowed to trade their shares during the closed period before the release of the financial report: The amendment to the provisions will be completed in 2025.

  5. Preparing English version of sustainability report: The English version of the 2023 sustainability report has been completed and uploaded to the MOPS and the company website for stakeholders to download.

  6. Holding at least two institutional investor conferences every year: It complies with the suggestions, and we will gradually increase the number of institutional investor conferences to improve company information transparency.

  7. Actively promoting environmental and social governance: The Company will be more actively involved in environmental issues, set emission reduction targets and strive to achieve them, assess the impact of climate change, identify opportunities and risks, and increase the number of volunteers and resources to give back society, fulfill social responsibilities, and do its utmost to promote governance in all aspects of ESG.

The external institution's evaluation report and implementation status were presented to the first session of the Board in 2025 on March 11, 2025.

(II) The operation of the Auditing Committee:

The Auditing Committee convened 4 times in the most recent year (2024). The attendance of the Independent

Directors is shown below:

Title Name Attendance
in person
Attendance
by proxy
Actual
attendance rate
(%)
Remarks
Independent
Director
Wen-Jung Cheng 4 0 100%
Reelected to
office
Independent
Director
Lin Ching-Wei 4 0 100% Newly
elected to
office

~21~

Independent
Director
Ming-I Kuo 4 0 100% Newly
elected to
office
Independent
Director
Chih-Keng Chen 4 0 100% Newly
elected to
office
Additional information:
I.
If any of the following applies to the operation of the Auditing Committee, specify the Auditing
Committee's meeting date, period, and proposal contents; independent directors' dissenting
opinions, reservations, or major proposals; and the resolution of the Auditing Committee and the
response of the Company to the opinions of the Auditing Committee:
(I)
Accordingto Article 14-5 of the Securities and Exchange Act:
Meeting Date
Content of the motions
Dissenting Opinions,
Reservations, or Major
Recommendations of
Independent Directors
Resolution
Response of the
Company to the
opinions of the
AuditingCommittee
The 4th meeting of
the 3rd term
2024.03.13
1. 2023 Financial Statement.
2. Approved the motion for the statement of
internal control system in 2023
3. Passed the evaluation of the independence
of CPAs and appointment.
None.
Passed by the
members in
session with
common
consent.
Approved by all
directors present
The 6th meeting of
the 3rd term
2024.08.14
1. Passed the appointment of the Chief
Financial Officer.
2. Passed the appointment of the chief auditor.
None.
Passed by the
members in
session with
common
consent.
Approved by all
directors present
The 7th meeting of
the 3rd term
2024.11.13
1. Passed the addition of the internal control
system and operating procedures related to
the management of sustainable information.
2. Passed the disposal of shares of InnoLux
DisplayCorporation in the open market.
None.
Passed by the
members in
session with
common
consent.
Approved by all
directors present
(II)
In addition to the above issues, other issues not passed by the Auditing Committee but
passed by the Board with the consent of more than two thirds of the Directors: Not
applicable.
II.
In the recusal of the Independent Directors to avoid the conflict of interest, specify the names of the
Directors, the content of the motions, the reasons for recusal, and the participation in voting: There
were no conflicts of interest that required recusal from this year's resolutions.
III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs
(including the communication of material aspects of finance and business operations, and means
and the result):
1. The Auditing Committee convened four times this year. The Chief Internal Auditor attended all
the sessions and presented the implementation of the audit plan and the improvement of
shortcomings. The Chief Internal Auditor also responded to the questions of the Independent
Directors with detailed explanation with documented materials to support. Communication was

~22~

proper and sufficient. In addition, audit reports and follow-up reports are regularly provided at proper and sufficient. In addition, audit reports and follow-up reports are regularly provided at proper and sufficient. In addition, audit reports and follow-up reports are regularly provided at
the end of each month to independent directors for review, and questions from directors are
responded to immediately.
2. Summary of the communication between the Independent Directors and the CPAs:
(1) Audit Committee meeting on March 14, 2024
˙The CPAs elaborated the content of the audited consolidated financial statements of 2023 and
the Auditors’ Report in the meeting.
- The CPAs responded to the questions of the Independent Directors with explanations,
discussion and communication.
(2) Audit Committee meeting on May 14, 2024
˙The CPAs explained the content of the audited consolidated financial statements of Q1 2023
and the Auditors’ Report in writing for communication.
(3) Audit Committee meeting on August 14, 2024
˙The CPAs elaborated on the content of the audited consolidated financial statements for the
2nd quarter of 2023 and the Auditors’ Report in the meeting.
- The CPAs responded to the questions of the Independent Directors with explanations,
discussion and communication.
(4) Audit Committee meeting on November 13, 2024
˙ The CPAs explained the content of the audited consolidated financial statements of Q3 2023
and the Auditors’ Report in writing for communication.
(5) Governance unit communication meeting on December 5, 2024
˙CPAs conducted a separate video conference to explain and communicate with all
independent directors on issues such as 2025 audit planning, accountants' responsibilities
and independence, firm quality management system, and preparation of financial
statements.
IV. Main points of the work of the Auditing Committee of the year and the operation:
(I) Main points of the work of the year
1. The audit of the financial statements of the Company and routine interaction with the
independent auditors on the audit findings.
2. Communication with the Chief Internal Auditor on the audit findings at regular intervals
and review of the annual audit plan.
3. The evaluation of the effectiveness of the internal control system.
4. Amendment to the procedures of material financial and business acts for the acquisition
and disposal of assets, derivative trade, loaning of funds to others, endorsements and
guarantees.
5. The transaction of major assets or derivative trade.
6. Legal compliance.
7. The appointment, dismissal or remuneration of the independent auditors
8. Evaluation of the qualification and independence of the independent auditors.
(II) The operation
MeetingDate
Content of the motions
Resolution of the
Response of the

~23~

Auditing
Committee
Company to the opinions
of the Auditing
Committee
The 4th meeting of
the 3rd term
2024.03.13
1. Review of the financial statements of
2023.
2. Proposal for the distribution of earnings
in 2023.
3. The motion for distribution of cash
dividends
4. The review of the evaluation of the
effectiveness of the internal control
system and the statement of declaration
in 2023.
5. Evaluation of the independence and
suitabilityof CPAs and appointment.







Passed by the
members in
session with
common consent.
Approved by all
directors present
The 5th meeting of
the 3rd term
2024.05.14
1. 2024 1st Quarter Financial Report. Passed by the
members in
session with
common consent.
Approved by all
directors present
The 6th meeting of
the 3rd term
2024.08.14
1. 2023 2nd Quarter Financial Report.
2. Appointment of the Chief Financial
Officer.
3. Appointment of the chief auditor.
Passed by the
members in
session with
common consent.
Approved by all
directors present
The 7th meeting of
the 3rd term
2024.11.13
1. CPA change proposal.
2. 2023 3rd Quarter Financial Report.
3. Addition of the Company’s internal
control
system
and
operating
procedures related to the management
of sustainable information.
4. Review of the 2025 Audit Plan.
5. Passed the disposal of shares of
InnoLux Display Corporation in the
open market.
Passed by the
members in
session with
common consent.
Approved by all
directors present

(III) The pursuit of corporate governance and the divergence from the Corporate Governance Best Practice Principles for TWSE/TPEx listed Companies, and the reasons

Items of evaluation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
I. Has the Company instituted its own
corporate governance best practice
principles in accordance with the
Corporate Governance Best Practice
Principles for TWSE/TPEx listed
Companies and made disclosure?





V
The Company's Board of Directors has
approved the establishment of the
"Corporate Governance Best Practice
Principles", which will be amended and
updated in a timely manner. The
principles will protect the rights and
interests of shareholders, strengthen the
functions of the Board of Directors,







No significant
difference

~24~

Items of evaluation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
respond to stakeholders' issues, and
enhance information transparency. For
related principles and implementation
results, please visit the Company's
website.



II. The Equity Structure and Shareholders
Equity of the Company
(I) Has the Company established internal
operation procedures for responding
to the suggestions, queries, disputes,
and
legal
actions
of
the
shareholders,
and
implemented
them in accordance with the
procedures?
(II) Has the Company kept the list of the
dominant shareholders that exercise
de facto control of the Company and
the parties that exercise ultimate
control
of
these
dominant
shareholders under control?
(III) Has the Company established and
exercised risk control and firewall
mechanisms with its affiliates?







V





V


V
(I) The Company has established the
Investor Relations Department to
handle
the
suggestions
and
questions of shareholders. If there
is a shareholder dispute or lawsuit,
the office shall coordinate with the
legal unit to handle the case
according to the procedures.
(II) The Company keeps the list of
dominant shares and the ultimate
control of the main shareholders
under control and makes reports
and disclosures as required.
(III) The Company has established the
“Regulations
Governing
the
Monitoring
and
Control
of
Subsidiaries” to ensure each
subsidiary operates independently.
The accounting and auditing units
of the head office shall strictly
implement the control system and
monitor
transactions
between
related companies according to the
relevant asset acquisition and
disposal, endorsement guarantee,
and capital loan regulations to
prevent any risks that may arise
from unconventional transactions.
In 2022, the shareholders' meeting
passed the amendment to the
Procedures for Acquisition or
Disposal of Assets, and the
amendment of authorization limit
for
material
transactions
of
affiliated enterprises that should
be approved by the Board of
Directors
or
shareholders'
meeting.







No
significant
difference




No
significant
difference
























No
significant
difference

~25~

Items of evaluation The operation The operation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
(IV) Has the Company instituted internal
rules and regulations prohibiting
insiders from using undisclosed
information in the market for the
trading of securities?




V
(IV) The Company has established the
“Procedures for the Prevention of
Insider Trade and Points of
Control” and “Procedures for
Ethical
Management
and
Guidelines
for
Conduct”
to
prevent
insiders
from
using
unpublished information to trade
securities. After the Board of
Directors meeting, we will arrange
legal and case-example promotion
for directors and managers.











No
significant
difference
III. The Organization and Function of the
Board
(I) Has the board of directors formulated
a
diversity
policy,
specific
management
objectives,
and
implemented them for its members?





V
(I) The Company has developed a
diversity policy and performance
evaluation measures for board
members
according
to
the
“Corporate
Governance
Best
Practice Principles.” The directors
elected this year have relevant
backgrounds and work experience
in the industry, finance and
accounting,
legal
compliance
practice, strategic planning, and
risk management. This is in line
with the diversity policy, and two
female directors have been elected
to strengthen the goal of gender
equality. Please refer to pages
8~11, and 20 for directors'
professional
qualifications,
diversity,
independence,
and
assessment results.



















No significant
difference
(II) Has the Company voluntarily
established
other
functional
committees
further
to
the
establishment of a remuneration
committee and auditing committee?




V
(II) In addition to the Remuneration
Committee
and
the
Audit
Committee, the Company has also
established
a
Nomination
Committee to consult outstanding
director
candidates
for
the
Company.
In
addition,
a
Sustainability
Committee,
an
Employee Welfare Committee,
and a Labor Retirement Reserve
Supervision Committee have also
been formed. This year, we will
plan to set up a risk management
committee to improve the Board
of
Directors'
function
in
formulating and supervising risk
policies.
















No significant
difference

~26~

Items of evaluation
(III) Has the Company established the
rules and regulations and the
methods for the evaluation of Board
performance, and has it conducted
performance evaluation at regular
intervals of each year? And report
the performance evaluation result to
the Board as reference for deciding
the remuneration to individual
Directors and nomination for a
renewed term of office?
(IV) Has the Company assessed the
independence of the CPAs at regular
intervals?
The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons





























No significant
difference





















No significant
difference
Yes










V


V
No Summary description
(III) The Company's 3rd board meeting
in 2019 passed the establishment
of the "Regulations Governing the
Board Evaluation" to conduct
performance evaluation annually.
In addition, the 3rd board meeting
in 2024 passed the amendment to
the “Regulations Governing the
Board Evaluation”, stipulating
that "the Board of Directors and
functional committees shall be
evaluated
by
an
external
independent
professional
organization at least once every
three years". According to the
revised regulations, the Company
appointed the Taiwan Investor
Relations Institute to conduct the
performance evaluation of the
Board of Directors and functional
committees in 2023. In addition,
the 2024 performance evaluations
of
the
Board
of
Directors,
directors, and committees were
completed in February 2025, and
two
evaluation
reports
were
submitted
to
the
Board
of
Directors on March 11, 2025. For
relevant implementation details,
please refer to page 20.
(IV)
The
Accounting
Department
compiles a 13-index evaluation
table based on the professional
ability, audit experience, interest
and business relationship with the
Company,
shareholding,
independence, and impartiality of
the CPAs (see Article 47 of the
Certified Public Accountant Act)
to evaluate the independence and
suitability of the accountants.
Each independent auditor has
provided their curriculum vitae
and declaration of independence
(without
violation
against
Professional Code of Ethics No.
10) and the firm’s “Audit Quality
Indicators
(“AQIs”)”.
The
relevant information is provided to
the Audit Committee and the
Board of Directors for discussion.

~27~

Items of evaluation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons

Yes No Summary description
The 2024 Annual Report has been
assessed and passed by the 1st
session of the Board in 2024.
IV. Has the company listed on the
TWSE/TPEx designated a number
of qualified personnel and appointed
an
officer
for
administering
corporate governance (including but
not limited to the supply of
information for the Directors and
Supervisors in performing their
duties, holding of meetings for the
Board and the Shareholders Meeting
and handling related matters, assist
the Directors and Supervisors in
legal compliance, and compilation
of the minutes of meetings of the
Board and Shareholders Meeting on
record)?















V
On November 6, 2020, the Company's
Board of Directors appointed Assistant
vice president Tai as the Accounting
Department's
head
of
corporate
governance. Manager Tai has over 10
years of experience as a finance and
accounting supervisor and has been
appointed
to
this
position.
The
Corporate
Governance
Officer
is
responsible for handling the matters of
the board and the administrative details
of the Shareholders Meeting, providing
the board with information on laws and
regulations, assisting the directors in
legal compliance, preparing the minutes
of the sessions of the board and the
shareholders’ meetings on record, and
responding to the questions of the
directors and the shareholders, while
coordinating with relevant departments
to provide professional assistance and
implement corporategovernance.





















No
significant
difference

~28~

Items of evaluation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
Key business points for 2024 are listed
as follows:
1. Convened four meeting of the Board
of Directors, four Audit Committee
meetings,
six
Remuneration
Committee
meetings,
and
one
Nomination Committee meetings,
with minutes prepared.
2. The annual general shareholders
meeting was held on May 31, and the
meeting notice, procedure manual,
annual report, and minutes were
prepared. The relevant tasks were
executed in accordance with the
resolutions of the shareholders'
meeting.
3. Promote insider trading prevention
information and assist directors in
arranging further training courses.
4. Arrange communication meetings
between
independent
directors,
CPAs, and audit supervisors.
5. Assist directors and managers in
understanding
the
update
and
promotion of relevant laws and
regulations.
6. Arrange liability insurance for
directors and report the scope of
coverage to the board.
Please refer to page 33 for the
continuing education of corporate
governance supervisors.























V. Has the Company established channels
for the communication with the
stakeholders (including but not
limited
to
the
shareholders,
employees,
customers,
and
suppliers), and a section for the
stakeholders on the official website
of the Company to respond to all
concerns of the stakeholders on
corporate social responsibility?









V
The Company's website has established
a Sustainability section to disclose
issues of concern to stakeholders,
communication
channels
and
frequency,
and
the
Company's
responses and implementation results
for various issues. It also provides
spokesperson contact information and
relevant business contacts to facilitate
stakeholder
communication
and
complaints. For related information,
please refer to the Company's website
and annual sustainabilityreport.












No
significant
difference
VI. Has the Company appointed a
professional share registration and
investors service agent for handling
matters
pertaining
to
the
Shareholders Meeting?




V
The
Company
has
commissioned
“Grand Fortune Securities” to handle
the share registration and matters
pertinent to the Shareholders Meeting.



No
significant
variation.

~29~

Items of evaluation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
VII. Disclosure of Information
(I) Has the Company installed a website
for the disclosure of information on
its financial position and operation,
as well as corporate governance?
(II) Has the Company adopted any other
means for disclosing information
(such as the installation of an
English-language
website,
appointment of designated persons
for the collection and disclosure of
information on the Company, the
implementation of a spokesperson
system, and placing the records of
institutional investor conferences on
the official website)?
(III) Has the Company disclosed and
declared the financial statements
within 2 months after the end of the
fiscal year, and announced and
declared the financial statements
covering Q1, Q2, and Q3, and the
monthly business reports before the
deadline?



V










V







V
(I) The Company has set up a Company
website to disclose financial,
business,
and
corporate
governance
information.
Website:www.panpi.com.tw
(II) The Company has set up a Chinese
and English website, and the
Investor Relations Department
collects
the
Company's
information;
and
the
spokesperson's
contact
information, as well as the English
financial
report,
investor
conference video, shareholders'
meeting information, and ESG
information are disclosed on the
Company's website.
(III) The Company has declared and
announced
the
annual
and
quarterly progress report and
financial
statements
by
the
deadline
as
required.
The
Company
aims
at
making
announcements well before the
deadline and schedules for the
operation in advance so that the
investors can quickly learn about
the operation results of the
Company.




No
significant
difference











No
significant
difference











No
significant
difference
VIII. Is there any other essential
information
that
would
help
understand the implementation of
corporate governance (including
but not limited to employee rights,
employee care, investor relations,
supplier
relations,
stakeholder
rights, the continuing education of
the Directors and Supervisors, the
pursuit of a risk management policy
and standard of risk assessment, the
pursuit of a customer policy, and
liability insurance coverage for the
Directors and Supervisors)?













V
Employee rights: The Company
actively protects the rights and interests
of employees. The relevant employee
regulations comply with the Labor
Standards Act and the local laws and
regulations of each plant. Grievance
channels are provided, and malpractices
are rigorously investigated to protect
the rights and interests of employees.
The Company has established a bonus-
sharing system that allows employees to
share business results and builds
positive labor-management relations.
Employee care: The Company's
Employee
Welfare
Committee
improves various welfare systems and
subsidy activities in accordance with
the changes in social trends to care for
the employee’s daily lives.
Investor relations:The Company has
established a spokesperson as the


















No
significant
difference

~30~

Items of evaluation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
contact window for investors, held legal
seminars to explain the Company's
operations, announced monthly revenue
in advance, and maintained a good
relationship with investors.
Supplier relationship:The Company
has maintained smooth channels and
good relations with suppliers, regularly
held supply chain conferences, and
cooperated with all parties to create a
green supply chain system.
Stakeholders'
rights:
There
is
a
Sustainable
Development
section
established on the Company’s website.
The
section
disclose
the
implementation results of various issues
and the corresponding contact points to
respond to suggestions and questions, in
order
to
protect
the
rights
of
stakeholders.
Continual education status for directors:
The Company has assisted directors in
obtaining the necessary information and
relevant courses for continual studies.
Please refer to the following description
for further education.
Implementation of risk management










































policies and standards:The corporate
governance team of the Company's
Sustainability Committee shall meet
annually to assess the risk issues that
may be faced in operations each year,
submit the findings to the board of
directors for discussion, and formulate
response strategies. The Company plans
to establish the Risk Management
Committee
this
year,
which
is
responsible for formulating the risk
management policy and monitoring the
implementation status, in order to
improve the function of the Board of
Directors.
The
implementation
of
customer

policy:Implement and maintain good
customer interaction.
Protection of Directors with liability

insurance:The Company takes out
annual liability insurance for the
protection of all Directors and reports
this to the Board.
IX. The state of corrective action taken in response to the corporate governance evaluation result announced by

~31~

Items of evaluation The operation The operation The operation Variations from
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
listed Companies,
and the reasons
Yes No Summary description
the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and issues requiring special
effort for improvement and related measures of the most recent year.
1. Has the Company established and disclosed the internal regulations on the insiders' trading of securities
using the undisclosed information in the market, including (but not limited to) the prohibition of
directors from trading their stocks in the period of 30 days before the announcement of the annual
financial report, and the period of 15 days before the announcement of the quarterly financial report,
and the implementation status thereof? The Company will amend the Corporate Governance Best
Practice Principles this year, and increase the relevant regulations and promotion.
2. Are the Company's shareholders' meetings broadcast live or uploaded with uninterrupted audio and
video of the entire shareholders' meeting after the shareholders' meeting? The 2024 shareholders’
meeting was conducted with online live streaming.
3. Does the Company have the succession plan for the Board members and key management disclosed on
the Company's website or annual report? The succession plan has been disclosed on the Company's
website.
4. Does the Company supervise risk management through the Audit Committee or a functional committee
at the board level (such as the Risk Management Committee), and establish risk management policies
and procedures approved by the board, disclosing the risk management organizational structure, risk
management procedures and their operational status, and report to the board at least once a year? This
year, we plan to establish an Audit and Risk Management Committee.
5. Has the Company's board performance evaluation method, approved by the board, stipulated that an
external evaluation be conducted at least once every three years, and has the evaluation been conducted
in the evaluated year or the past two years, with the implementation status and evaluation results
disclosed on the Company's website or annual report? An external evaluation has been completed, and
relevant information is disclosed on the Company's website and this year's annual report.
6. Has the Company's sustainability report been verified by a third party, and has the English version of
the sustainability report been uploaded to the MOPS and the company's website? The 2023
sustainability report has been assured by PwC Taiwan, and the English version of the report has been
uploaded to the MOPS and the Company's website.

Continuing education of the Directors:

Title Name Date of training Organizer Name of course taken Hours of
training
Chairman Kuang-Ya
Lee
2024/11/26 Republic of China
Accounting Research and
Development Institute
Common Defects in Financial
Statement Review and Common
Issues in the Acquisition/Disposal
of Assets
3 hours
2024/12/17 Preparation and Supervision of the
SustainabilityReport
3 hours
Director Ying-Shih
Huang
2024/11/22 Corporate Operating and
Sustainable Development
Association
Corporate Governance and
Securities Regulation - Knowledge
of Senior Executives of
TWSE/TPEX-Listed Companies
Regarding Supervision by the
Competent Authorities
3 hours
Discussion of the Business
Strategies of Taiwan’s Companies
and M&A Strategies from the
View of the Global Political and
Economic Situation.
3 hours
Director Feng-An
Huang
2024/08/12 Republic of China
Accounting Research and
Development Institute
Investigation Practices and Case
Study of Corporate Frauds
6 hours
Independent
Director
Wen-Jung
Cheng
2024/06/18 The National Federation of
CPA Associations of the
R.O.C.
International Development and
Practice of Money Laundering
Prevention
3 hours

~32~

2024/07/19 Understanding the Carbon Credit
TradingMechanism
3 hours
2024/09/19 Audit of Financial Assets 3 hours
Independent
Director
Lin
Ching-
Wei
2024/07/26;08/01 Taiwan Institute for
Sustainable Energy
Research
Sustainable Talent Training
Program: Gaining Insights into
International Standards and
Seizing Sustainability
Opportunities
12 hours
Independent
Director
Ming-I
Kuo
2024/03/20 Securities and Future
Institute
Opportunities and Challenges for
Taiwan's Industry Transformation
Under Geopolitics - PMI/NMI
Exclusive Analysis
3 hours
2024/03/22 Holistic Balanced Wealth
Management
-Wealth management methods
everyone can do to enhance
employees' personal financial
management and life well-being.
3 hours
2024/07/26 Taiwan Institute for
Sustainable Energy
Research
Sustainable Talent Training
Program: Gaining Insights into
International Standards and
Seizing Sustainability
Opportunities
6 hours
Independent
Director
Chih-
Keng
Chen
2024/07/03 Taiwan Stock Exchange
Corporation
2024 Cathay Pacific Sustainable
Banking and Climate Change
Summit
6 hours

Continuing education of Corporate Governance Officer:

Title Name Date of training Organizer Name of course taken Hours of
training
Corporate
Governance
Officer
Chih-Hao
Tai
2024/03/15 Republic of China
Accounting Research and
Development Institute
Professional Workshop - How to
Apply Robotic Process
Automation (RPA) to Enhance
Internal Control Effectiveness
(Audit Category)
6 hours
2024/04/23 Practical Analysis of the Latest
“Annual Report
Preparation”Related ESG
Sustainability Policies and
Regulations and the Impact of
Net-Zero Carbon Emissions on
Financial Statements
6 hours
2024/12/17 Taipei Bar Association New Challenges for Corporate
Governance Officers
3 hours

~33~

(IV) Remuneration committee

(1) Profiles of the members of the Remuneration Committee

(IV) Remuneration committee
(1) Profiles of the members of the Remuneration Committee
(IV) Remuneration committee
(1) Profiles of the members of the Remuneration Committee
(IV) Remuneration committee
(1) Profiles of the members of the Remuneration Committee
(IV) Remuneration committee
(1) Profiles of the members of the Remuneration Committee
April 10,2025
Condition
Identity
Name
Professional Qualifications and
Experience
Independence Status The number of
public companies
where the person
also holds
positions in their
remuneration
committees.
Independent
Director
(Convener)

Lin Ching-
Wei
Independent Director Lin is certified
as a certified public accountant and
has experience in practical operation
of the Company, as well as extensive
experience in financial operations and
account management. He will be able
to
effectively
supervise
the
Company's financial operations and
provide comprehensive accounting
advice.









Please refer to page 8&9,
Director Information
Table 1, for information
on the independence of
independent directors.
None.
Independent
Director

Ming-I
Kuo
Independent Director Kuo is a
qualified lawyer and has extensive
practical
experience
in
legal
compliance affairs of law firms and
banks. She will be able to effectively
supervise and provide comprehensive
suggestions on legal issues related to
the Company's operations.







Please refer to page 8&9,
Director Information
Table 1, for information
on the independence of
independent directors.
None.
Independent
Director

Chih-Keng
Chen

Independent Director Chen holds a
doctorate degree and is currently a
professor and the chair of the
Department of Vehicle Engineering of
the University of North University of
Science and Technology. He has
comprehensive
technology
and
knowledge related to the automotive
industry
and
abundant
industry
contacts. He can provide professional
supervision,
advice
and
recommendation for the Company's
development
in
the
automotive
industry
and
introduce
relevant
talentedpeople to the Company.














Please refer to page 8&9,
Director Information
Table 1, for information
on the independence of
independent directors.
None.

(2) Information on the Remuneration Committee in operation

I. The Remuneration Committee of the Company contains 3 members.

II. The tenure of the committee members: from June 9, 2023, to June 8, 2026. The Remuneration committee convened 6 times in the most recent year. The qualification requirement and attendance of the members is shown below:

Title Name Attendance in
person
Attendance by
proxy
Actual attendance
rate(%)

Remark
Convener Lin Ching- 6 0 100% Newly elected

~34~

Wei Wei to office
Members Ming-I Kuo 6 0 100% Newly elected
to office
Members Chih-Keng
Chen
6 0 100% Newly elected
to office



Additional information:
I.
If the Board declines to accept or revise the recommendations of the Remuneration Committee,
specify the meeting date, the session, the content of the motion, the resolutions of the Board, and
the response of the Company to the opinions of the Remuneration Committee (if the Board
resolved a better remuneration than the recommendation of the Remuneration Committee, specify
the difference and the reason for the difference): Not applicable.
II.
If a member of the Remuneration Committee has adverse or qualified opinions on the resolutions of
the Remuneration Committee on record or in written declaration, specify the meeting date, the
session, the content of the motion, the opinions of all members, and the response to the opinions of
the members: Not applicable.
III.
Matters of discussion and resolutions of the Remuneration Committee, and the Company's opinions
to the members:
Date
Cause of motion for discussion
Resolution
The response of the
Company to the
opinions of the
members
2024.01.25
The 4th meeting of the 5th
term
Report on 2023 manager performance bonus distribution.
Supplementary
information to
be discussed at
a later
meeting.
No opinion, not
applicable.
2024.02.05
The 5th meeting of the 5th
term
1. The Company's employee performance evaluation method.
2. Distribution of 2023 manager performance bonus.
Passed
No opinion, not
applicable.
2024.03.13
The 6th meeting of the 5th
term
Proposal for allocation of 2023 employee and director
remuneration.
Passed
No opinion, not
applicable.
2024.05.14
The 7th meeting of the 5th
term
1. Allocation of 2023 director remuneration.
2. The Company’s manager salary structure adjustment.
Passed
No opinion, not
applicable.
2024.08.14
The 8th meeting of the 5th
term
1. Amendment to some provisions of the "Regulations
Governing the Evaluation of the Board".
2. Salary and performance evaluation standards for the new
Chief Financial Officer.
Passed
No opinion, not
applicable.
2024.09.05
The 9th meeting of the 5th
term
Distribution of employee remuneration to managers.
Passed
No opinion, not
applicable.
Date Cause of motion for discussion Resolution The response of the
Company to the
opinions of the
members
2024.01.25
The 4th meeting of the 5th
term
Report on 2023 manager performance bonus distribution. Supplementary
information to
be discussed at
a later
meeting.
No opinion, not
applicable.
2024.02.05
The 5th meeting of the 5th
term
1. The Company's employee performance evaluation method.
2. Distribution of 2023 manager performance bonus.
Passed No opinion, not
applicable.
2024.03.13
The 6th meeting of the 5th
term
Proposal for allocation of 2023 employee and director
remuneration.
Passed No opinion, not
applicable.
2024.05.14
The 7th meeting of the 5th
term
1. Allocation of 2023 director remuneration.
2. The Company’s manager salary structure adjustment.
Passed No opinion, not
applicable.
2024.08.14
The 8th meeting of the 5th
term
1. Amendment to some provisions of the "Regulations
Governing the Evaluation of the Board".
2. Salary and performance evaluation standards for the new
Chief Financial Officer.
Passed No opinion, not
applicable.
2024.09.05
The 9th meeting of the 5th
term
Distribution of employee remuneration to managers. Passed No opinion, not
applicable.

(3) Duties of the Remuneration Committee

  1. Regularly review the Remuneration Committee Charter and propose amendments.

  2. Formulate and regularly review the policies, systems, standards and structures of the performance and remuneration of the Company's directors and managers.

  3. Regularly evaluate the achievement of performance targets and the remuneration of the Company's directors and managers.

~35~

(V) Nomination Committee

(1) Information on members of the Nomination Committee

(1) Information on members of the Nomination Committee (1) Information on members of the Nomination Committee (1) Information on members of the Nomination Committee (1) Information on members of the Nomination Committee
April 10,2025
Condition
Identity
Name
Professional Qualifications and
Experience
Independence Status The number of
public companies
where the member
also holds
positions as a
nomination
committee
member
Independent
Director
(Convener)

Wen-Jung
Cheng
Independent Director Cheng is a
certified accountant. He is currently a
chief accountant of Fubo United
Accounting Firm. He is proficient in
international accounting standards,
financial statement auditing, as well as
tax planning and can provide perfect
suggestions
for
the
company's
financial
report
preparation,
regulatory compliance, and internal
control management to fulfill his
supervisoryduties.











Please refer to page 8&9,
Director Information
Table 1, for information
on the independence of
independent directors.
None.
Independent
Director

Chih-Keng
Chen

Independent Director Chen holds a
doctorate degree and is currently a
professor and the chair of the
Department of Vehicle Engineering of
the University of North University of
Science and Technology. He has
comprehensive
technology
and
knowledge related to the automotive
industry
and
abundant
industry
contacts. He can provide professional
supervision,
advice
and
recommendation for the Company's
development
in
the
automotive
industry
and
introduce
relevant
talentedpeople to the Company.














Please refer to page 8&9,
Director Information
Table 1, for information
on the independence of
independent directors.
None.
Director Feng-An
Huang
Director Huang has served as the
accounting and management manager
of Chinfon Group and Hon Hai Group
with over 40 years of experience. Mr.
Huang has rich experience in financial
report management, cost control, and
company listing affairs and can assist
companies to improve accounting
management, internal audit, and
internal control systems.









Please refer to page 8&9,
Director Information
Table 1, for information
on the independence of
independent directors.
None.

~36~

(2) Information on Nomination Committee operation

  • I. The Company's Nomination Committee consists of 3 members.

II. The tenure of the committee members: from June 9, 2023, to June 8, 2026. The Remuneration committee convened once (1) in the most recent year. The qualification requirement and attendance of the members is shown below:

Title Name Attendance in
person
Attendance by
proxy
Actual attendance
rate(%)

Remark
Convener Wen-Jung
Cheng
1 0 100% Reelected to
office
Members Chih-Keng
Chen
1 0 100% Newly elected
to office
Members Feng-An
Huang
1 0 100% Reelected to
office
Additional information:
I. The Board of Directors does not adopt or amend the suggestions of the Nomination Committee: No
such case.
II. Decisions of the Nomination Committee to which a member has an objection or reservation that is
recorded or stated in a written statement: None.
III. Matters of discussion and resolutions of the Nomination Committee, and the Company's opinions to
the members:
Date
Cause of motion for discussion
Resolution
The response of the
Company to the
opinions of the
members
2024.05.14
The 2nd meeting of the 2nd
term
Amendment to some provisions of the "Procedures for Board
of Directors Meetings".
Passed
No opinion, not
applicable.

(3) Duties of the Nomination Committee

The Company established a Nomination Committee in March 2023 with the following responsibilities:

  1. Nominate the Company's director candidates and review the qualifications of director candidates.

  2. Construct the organizational structure of each functional committee under the board of directors, and review the establishment and amendment of the charters of each functional committee.

  3. Review the establishment and amendment of the regulations related to the operation of the Board of Directors of the Company.

  4. Review the Company's Corporate Governance Best-Practice Principles.

  5. Other matters as instructed by the Board of Directors to the Committee.

~37~

(VI) Sustainable Development Implementation Status and Reasons for Deviation from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”

Companies”
Implementation Items Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No
Summary description
I. Has the Company established a
governance structure to promote
sustainable development, set up a
dedicated (part-time) unit to promote
sustainable development, has the
Board of Directors authorized senior
management to handle the matter, and
what is the Board of Directors’
supervision status?








V
The
Company's
Sustainable
Development Committee is a dedicated
organization to promote the Company's
sustainable development. This year, the
Chairman has been appointed as the
committee chair, and the President has
been appointed as the vice chair to
promote business execution. Three
issue-specific teams are established,
focusing on environmental protection,
social
inclusion,
and
corporate
governance. These teams, comprised of
relevant
department
heads,
are
responsible for developing strategies,
short-term and long-term indicators,
addressing
critical
issues,
and
formulating annual plans. Regional
business units have also formed ESG
implementation teams, which develop
and execute plans based on annual
indicators to achieve set targets. The
progress of GHG inventory and ESG
implementation results are reported to
the Board of Directors quarterly, and the
strategic plans and implementation
plans are adjusted based on the board's
guidance and suggestions. The 2023
sustainability
performance
and
responses to material issues have been
compiled into a sustainability report,
which has been assured by PwC
Taiwan. The sustainability report was
submitted to and approved by the third
meeting of the Board of Directors in
2024, and then publicly disclosed in
accordance with regulations.



































No
significant
difference

~38~

Implementation Items Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No
Summary description
II. Does the Company follow the principle
of materiality in assessing the
environmental, social, and corporate
governance risks related to its
operations, and map out related risk
management policies or strategies?





V
The corporate governance team of the
Sustainable Development Committee,
following the material issues of concern
to stakeholders and the materiality
principles of the sustainability report,
assesses the environmental, social, and
corporate governance risk issues that
the Company's daily operations will
face, and formulates countermeasures
for subsidiaries in various regions to
develop control plans and contingency
plans according to local conditions,
avoiding risks and reducing potential
harm and losses. The assessment
boundary
includes
the
Taiwan
headquarters, mainland China, and U.S.
subsidiaries, and the risk assessment
boundary is the same as the disclosure
boundary and the boundary disclosed in
the sustainability report. The risk
assessment and response strategies have
been reported to the fourth meeting of
the Board of Directors in 2024. Please
refer to page 46 and the Company's
website for relevant information.
























No
significant
difference
III. Environmental Issues
(I) Has the Company established an
appropriate
environmental
management system according to its
industry characteristics?



V
The
Company's
products
span
consumer, medical, communication,
industrial control, and automotive
industries. The plants are distributed in
Taiwan, mainland China, Malaysia,
Thailand, and the United States. When
establishing
environmental
management systems for each plant, in
addition
to
considering
local
regulations and customer requirements,
international environmental protection
trends are considered. According to
regional and customer needs, third-
party certifications, such as ISO 14001,
IECQ QC 080000, ISO 50001, and ISO
14064-1,
have
been
obtained
respectively. HongHuaSheng Precision
Electronics (YanTai) Co., Ltd.’s plant
has also obtained UL 2799 Platinum
Zero Waste to Landfill certification.
Please
refer
to
the
Company's
sustainability report and website for
relevant information.





















No
significant
difference

~39~

Implementation Items Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No
Summary description
(II) Does the Company strive to improve
energy efficiency and use renewable
materials with low environmental
impact?
(III) Does the Company assess the
potential risks and opportunities of
climate change to the Company's
present and future, and take relevant
response measures?
(IV) Has the Company kept statistics on
the greenhouse gas emission volume,
water consumption volume, and total
weight of waste over the last 2 years,
and mapped out the policies for
managing
the
reduction
of
greenhouse gas emissions, water
consumption, and the generation of
waste?



V




V








V
To achieve emission reduction targets,
each plant adopts methods, such as
replacing
electric
equipment,
improving processes, recovering waste
heat, adjusting equipment parameters,
improving equipment, replacing old
equipment with new, and building solar
power installations to improve energy
efficiency.
The
annual
electricity
savings reached nearly eight million
kilowatt-hours, successfully achieving
the annual reduction in emission
intensity and green energy ratio targets.
Please refer to pages 66-67 of the
Environmental Friendliness chapter of
the Company's 2023 Sustainability
Report and the Company's website for
relevant implementation details.
Response to the impact of extreme
natural disasters caused by climate
change. The Sustainable Development
Committee,
following
the
TCFD
framework,
forms
a
governance
organization, formulates strategies, and
sequentially conducts climate risk and
opportunity assessments in the regions
where each plant is located, and
produces quantitative financial impact
tables to develop response plans, set
indicators and targets, and strictly
control to reduce the impact of potential
risks on operations, enhance business
resilience, and seize opportunities to
increase revenue and profit. Please refer
to pages 36-41 of the Corporate
Governance chapter of the Company's
2023 Sustainability Report and the
website for relevant information.
The
Company's
data
on
GHG
emissions, water consumption, total
weight of waste, and other data for the
past two years, as well as energy
conservation and emission reduction
policies and results, are disclosed in the
annual
sustainability
report.
The
boundary
includes
the
Taiwan
headquarters
and
all
plants
of
subsidiaries in the United States and
China.

















No
significant
difference



















No
significant
difference










No
significant
difference

~40~

Implementation Items Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No
Summary description
Short, medium, and long-term targets
have been set for carbon emission
intensity and energy density. The annual
targets have been successfully achieved
through
equipment
and
process
improvement, replacing old equipment
with new, and increasing the proportion
of green energy. In addition, through
equipment updates and pipeline leak
detection, the annual water saving rate
reached 15.86%, achieving the water
saving target. Waste is managed with
zero violations as an indicator, reducing
transportation volume as a management
policy, and increasing recycling rate.
HongHuaSheng Precision Electronics
(YanTai) Co., Ltd.’s plant has also
obtained UL 2799 Platinum Zero Waste
to Landfill certification.
Please refer to the Environmental
Friendliness chapter of the 2023
Sustainability
Report
and
the
Company'swebsite for relevant details.




















IV. Social Issues
(I) Has the Company established related
management policies and procedures
in accordance with applicable laws
and the international human rights
conventions?




V
The Company has formulated labor
policies, personnel regulations, and
employee handbooks by referring to the
United Nations Universal Declaration
of Human Rights and the International
Labor Organization's Declaration on
Fundamental Principles and to ensure
labor rights and enable every employee
to understand their rights and methods
of safeguarding them. At the same time,
employee complaint channels are set up
to properly handle complaint cases and
prevent
recurrence
of
malpractices.
In
addition,
the
Company
has
strengthened
the
promotion of employee rights-related
issues. The number of education and
training sessions in 2024 was 6076,
with a total of 7763 hours.


















No
significant
difference

~41~

Implementation Items Status of implementation Status of implementation Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No Summary description
(II) Has the Company established and
pursued reasonable welfare policies
for
the
employees
(including
remuneration, holidays, and other
benefits),
and
reflected
the
performance or results of operations
in
the
remunerations
to
the
employees?
(III) Has the Company provided a safe and
healthy
work
environment
for
employees,
and
education
on
occupational safety and health for
employees at regular intervals?
(IV) Has the Company established a plan
for the training of effective career
development
and
planning
of
employees?







V




V



V
The Company's employee welfare
system includes employee trips, health
checkups, festival bonuses, childbirth
subsidies, and group insurance. The
salary structure is reviewed annually
and adjusted appropriately. The Articles
of Incorporation stipulates that no less
than 5% of the annual profit shall be
allocated as remuneration to employees.
Bonuses shall be distributed according
to the performance of employees, so
that all employees can share the fruits of
their hard work and efforts. Please refer
to the Happy Workplace chapter of the
2023 Sustainability Report and the
information
disclosed
on
the
Company's
website
for
relevant
information.
The
Company
aims
for
zero
occupational
safety
accidents
and
promotes
occupational
safety
policies. In 2024, unfortunately, one
occupational accident occurred. Due to
a new employee's failure to follow
regulations, not wearing protective
equipment, and improper operation, a
toe fracture occurred. The employee
was immediately sent to the hospital for
treatment and given appropriate rest.
There were no fire incidents. Regarding
this incident, the Company immediately
produced special publicity to raise
employee risk awareness and protect
their safety. The Company has arranged
occupational
safety
and
health
education and training sessions for
16,961 persons-times, for a total of
34,541 hours, in 2024. Each plant has
also successively obtained ISO 45001
certification according to the plan.
Please refer to the Happy Workplace
chapter of the 2023 Sustainability
Report for relevant information.
The
Company
aims
to
improve
employees'
skills
and
knowledge
through diverse learning channels and
in-depth and broad training courses,
leading employees and the Company to
grow synchronously. Therefore, the

















No
significant
difference
























No
significant
difference






No
significant
difference

~42~

Implementation Items Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No
Summary description
(V) Has the Company complied with
applicable
legal
rules
and
international
standards
in
the
marketing and labeling of products
and services for the health, safety,
and privacy of customers, and
mapped
out
policies
for
the
protection of consumer rights, and
procedures for complaint?
(VI) Has the Company established a
supplier
management
policy
to
demand
suppliers
to
observe
applicable rules and regulations
governing environmental protection,
occupational safety and health, or
labor rights, and the state of
implementation?








V







V
Human Resources Department arranges
various learning channels and training
courses
according
to
job
level
requirements to enhance employees'
professional
capabilities
and
competitiveness, and builds transparent
promotion
channels
to
motivate
employees to make progress. Please
refer to pages 105-107 of the Happy
Workplace chapter of the Company's
2023 Sustainability Report for relevant
information.
The Company focuses on customer
rights, and has obtained international
standard certifications, such as ISO
9001, ISO 13485, IATF 16949, and
IECQ
QC
080000
according
to
customer and product needs, protects
customers’ trade secrets, and has audit
and complaint channels to maintain
smooth communication with customers.
At the same time, liability insurance is
purchased to avoid risks.
The Company adopts a grading system
(A - D, four levels) for supplier
management. Only suppliers with
ISO
9001/14001,
IATF
16949
certificates
and
no
records
of
environmental
pollution,
network
bribery, industrial safety and labor
safety incidents can be qualified as our
supplier.
Routine
management
reviews
the
operations of suppliers through monthly
and yearly performance appraisals. As
customers and investors attach more
importance to ESG items, a checklist
regarding production environment and
employee rights and interests has also
been added to the evaluation table. The
2025 evaluation will also include
human rights-related indicators. For
items that do not meet the regulations in
the monthly evaluation, a preliminary
warning will be given and a deadline for
improvement
will
be
required.
Suppliers that are unable to meet the
requirements will be downgraded to
grade C and included and in the





















No
significant
difference

























No
significant
difference

~43~

Implementation Items Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No
Summary description
elimination list. In addition, in the event
of a supplier's major incident of breach
of commitment, the Company will
immediately terminate the procurement
contract and seek compensation for the
losses.




V. Has the Company consulted the
standard or directions commonly
used
worldwide
in
compiling
corporate social responsibility reports
for the disclosure of non-financial
information of the Company? Is the
aforementioned report subject to the
validation or guarantee by a third-
party accreditor?







V
The Company's sustainability report is
prepared based on the Chinese version
of the GRI Sustainability Reporting
Standards translated and compiled by
the BCSD, the SASB Standards for
Electronic Manufacturing issued by the
Sustainability Accounting Standards
Board (SASB), and the Climate-Related
Financial Disclosures (TCFD) issued
by the Financial Stability Board (FSB),
and incorporates the contribution of the
United
Nations
Sustainable
Development Goals (SDGs). The report
has also obtained limited assurance
from PwC Taiwan.














No
significant
difference
VI. If the Company has instituted the corporate social responsibility best practice principles according to the
“Corporate Social Responsibility Best Practice Principles for the TWSE/TPEx-listed Companies,” specify
the implementation of these principles and the difference from the Corporate Social Responsibility Best
Practice Principles for the TWSE/TPEx-listed Companies: No difference.
VII. Other important information that helps understand the promotion of sustainable development:
Environmental: Through process improvement, replacement of old equipment with new, and equipment
adjustment, energy efficiency is improved. At the same time, solar power installations are expanded to
increase the proportion of green energy. Annual carbon reduction targets have been successfully achieved.
Water saving targets have also been successfully achieved through strict leak detection and prevention of
water consumption. Waste management is reported and outsourced according to regional regulations to
achieve zero violation targets. Waste reduction policies are followed and recycling rates are increased to
achieve a gradual decrease in waste generation. The new Zhonghe Plant office has considered green
standards and ergonomics during interior design to build an employee-friendly office environment and
will obtain healthy building certification. Moreover, the Company continues cooperating with the gift-
giving network by initiating the “Love Box” campaign by recycling and gifting second-hand items for
donation. Employees contribute items from home that they no longer use and donate them to social
welfare groups and schools in rural areas for those in need through the network platform to maximize the
use of resources. A total of 253 items were donated in 2024, activating material circulation to reduce
carbon emissions by 227Kg.
Social: The Company has frequently provided gifts to disadvantaged groups in the community and
adheres to caring for the disadvantaged and aiding the impoverished. The following are the relevant
giving-back activities planned for 2024.
1. Donation of NT$100,000 to Genesis Social Welfare Foundation to support vulnerable social groups.
2. Donation of NT$100,000 to Disasters Rescue Association for helping disaster rescue and relief.
3. Donation of NT$100,000 to Mennonite Christian Hospital for helping the medical and long-term care in
rural areas.
4. Donation of NT$80,000 to the New Taipei City Friends of Police office in Xindian and the Anhe police
service station for sponsoringtheir activities.

~44~

Implementation Items Status of implementation Status of implementation Status of implementation Reasons
for
Deviation from
the Sustainable
Development
Best
Practice
Principles
for
TWSE/TPEx
Listed
Companies
Yes No Summary description
5. Donation of NT$60,000 to Huashan Social Welfare Foundation for the daily necessities of
disadvantaged groups.
6. Donation of NT$25,000 to the Senior Citizens Club in Anhe Village, Xindian, and and the Cian
Association for supporting annual activities.
7. Sponsorship of NT$20,000 for the Keelung Island fish fry release and beach cleanup activities to
support marine biodiversity activities with funds and actions.
8. Sponsorship of NT$25,000 for the Kaohsiung City Tree Planting Association to support environmental
greening and carbon reduction activities.
9. Donation of NT$25,000 to the Taipei City Chaoyang Social Concern Association to meet the needs of
the poor and the disadvantaged for resources.
10. Donation of NT$200,000 to the Digital Humanitarian Association for the online health courses and
health care in rural communities in New Taipei City.
11. Sponsorship of NT$800,000 for the National Taipei University of Technology’s Formula Racing Team
to build electric racing cars and participate in Australian competitions.
12. Sponsorship of NT$300,000 in the Team FRC 8806 of Our Lady of Providence High School in 2024
FIRST Robotics Competition.
13. Every month, each plant site arranges and organizes employees to help clean the environment of local
communities, visit the homes of the elderly and orphanages, volunteer help or donate blood to give
something back to society. There are more than 100 participants on average every month.
Corporate governance: For the board this year, independent directors held four of the seven directors, or
57%. No employee of the Company concurrently served as a director, ensuring the independence of the
Board. Female directors held two seats of the seven directors, or 29%, which improves the gender ratio.
Moreover, the current Board has been equipped with professional talent to achieve the goal of diversity. The
Board of Directors has appointed a new president, who is not served by the chairman. By doing this, we
establish the separation of supervision and management powers to keep powers and responsibilities in line.
We have also established a Nomination Committee to find suitable talent for future director candidates. At
the same time, we will organize succession plans, train our senior executives, and establish promotion paths
to laythe foundation for sustainable operation.

Corporate governance: For the board this year, independent directors held four of the seven directors, or 57%. No employee of the Company concurrently served as a director, ensuring the independence of the Board. Female directors held two seats of the seven directors, or 29%, which improves the gender ratio. Moreover, the current Board has been equipped with professional talent to achieve the goal of diversity. The Board of Directors has appointed a new president, who is not served by the chairman. By doing this, we establish the separation of supervision and management powers to keep powers and responsibilities in line. We have also established a Nomination Committee to find suitable talent for future director candidates. At the same time, we will organize succession plans, train our senior executives, and establish promotion paths to lay the foundation for sustainable operation.

The Corporate Governance Team of the Sustainability Committee of the Company has followed the principle of materiality in the sustainability report to assess the risks affecting the our operations. We have proposed the following countermeasures:

Risks Issues of impact Countermeasures
Environmental
protection
Planning of carbon
neutrality path
Completing carbon inventory according to regulations,
formulating carbon reduction plans, abd publicly disclosing the
carbon neutrality path.
Climate change - major
natural disasters:
Engaging external consultants to simulate the financial impact
of potential risks and opportunities based on TCFD guidelines,
and developed responseplans.
Severe infectious diseases We formulate correspondingSOPs and organize backup plans.
Social co-prosperity Human rights issues Formulating employee codes of conduct to enhance human
rightsprotection and awareness.
Workplace safety We establish corresponding SOPs, conduct regular drills and
reviews,strengtheningemployee education and trainingand

~45~

occupational safetyawareness.
Earthquake/Fire We establish corresponding SOPs, and rehearse and review
insurance coverage on a regular basis.
Corporate governance Information security issues Formulating
information
security
policy,
establishing
organizations,and strictlycontrollinginformation systems.
New technology competition Expanding R&D team capacity to accelerate new technology
development timelines.
Changes in market trends We carefully analyze market trends and conservatively evaluate
investmentplans and decisions.
Legal compliance: We enhance promotion, raise awareness of compliance, and
strictlycontrol stampusage.

~46~

Climate related information

1. Implementation of climate-related information

Item Status of implementation
1. Describe the board of directors’ management
oversight, governance, and climate-related risks
and opportunities.
The Company adopted the Task Force on Climate-Related Financial
Disclosures (TCFD) in 2022 and continues to promote climate
governance through the Sustainability Committee to achieve low-
carbon operations and environmental sustainability. It was reported
to the fourth session of the Board in 2024 with future response
strategies formulated. The climate risks and response measures faced
by the Company were reported to the Board of Directors, along with
the countermeasures. By doing this, the Board of Directors can fully
supervise the climate risk issues, and then decide on the relevant
management policies and review the implementation results. In 2023,
the Company cooperated with Weathernews Taiwan Ltd. to conduct
a flood risk analysis for two key plants (at higher risk), and
formulated future countermeasures based on the potential climate
financial risks that these plants may bear, which will disclosed in
the ESG report. In 2024, the Sustainability Committee re-examined
the TCFD-related items. Given that the overall structure has not
changed much, it was decided to maintain the original agenda for
planning.
2. Describe how the identified climate risks and
opportunities will affect the Company's business,
strategy, and finances in the short-, medium-, and
long-term).
Relevant information will be disclosed on the Company's website,
ESG report, and next year's annual report. It is based on the four core
aspects of TCFD disclosures: “Governance,” “Strategy,” “Risk
Management,” and “Metrics and Targets.” Establish a risk framework
to identify material risks and opportunities that may affect operations,
and propose relevant response strategies. Integrate climate change
with corporate governance, business strategies, and risk management.
Support corporate climate risk and opportunity decisions with
information , and guide the overall shift toward low-carbon economic
development with funds. Ultimate
goal

to
enhance
competitiveness duringlow-carbon transition.
3. Describe the financial impacts of extreme climate
events and transitional actions.
Based on the TCFD framework, the Company regularly confirms the
financial impact of extreme climate events and its transition actions,
and reports to the Board of Directors for subsequent supervision and
governance.
4. Describe how climate risk identification,
assessment,
and
management
processes
are
integrated into the overall risk management system.
Pan-International has introduced a climate-related risk and
opportunity identification mechanism in 2022, which has been
continuously operating. We review it annually thereafter and analyze
the financial risk of flooding for two key plants (at higher risk) based
on the time horizon, likelihood of occurrence, and impact on
operations. Through the matrix of risk and opportunity in climate
change, we conducted a complete inventory and assessment of the
impact of climate risks and opportunities on the Company's
operations.
5. The scenarios, parameters, assumptions, analysis
factors, and major financial impacts must be
explained if scenario analysis is used to assess
resilience to climate change risks.
Currently, the Business as Usual (BAU) and Net Zero scenario
assessment methods are adopted.

~47~

  1. If there is a transition plan for managing climaterelated risks, describe the plan's content and the indicators and goals used to identify and manage physical risks and transition risks.

  2. If internal carbon pricing is used as a planning tool, the basis for setting the price must be stated.

The Company regularly assesses whether to implement the transformation plan or formulate the indicators and goals of the relevant plan Relevant information is disclosed on the Company's website, ESG report, and annual report. Not applicable.

  1. If climate-related goals are set, information such as Relevant information is disclosed on the Company's website and ESG the activities covered, the scope of greenhouse gas annual report. In 2024, the Company has launched rooftop solar emissions, the planning period, and the progress stations at two subsidiaries in mainland China. One subsidiary has achieved each year must be explained. If carbon also started purchasing green certificates, and the data is currently offsets or renewable energy certificates (RECs) are being compiled. Relevant information will be disclosed on the used to achieve relevant goals, the source and Company's website and ESG annual report. Regarding the emission quantity of carbon reduction credits or RECs to be reduction targets, the annual carbon reduction targets for 2023 offset must be clarified. (completed) and 2024 (preliminary estimate) have been achieved.

  2. Greenhouse gas inventory and certification status. As shown in the table below.

1-1 Greenhouse gas inventory and certification status

Basic Information of the Company
□Companies with a capital of over NT$10 billion, the iron
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion


Disclosure required by the Sustainable Development
Roadmap for TWSE (GTSM) Listed Companies
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report

A. Inventory information

and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
and steel industry, and the cement industry
■Companies with a capital of over NT$5 billion but less than
NT$10 billion
□Companies with a capital of less than NT$5 billion
■Parent
company
individual
inventory

Inventory of subsidiaries in the consolidated
financial report
□Parent company individual certification□Certification of
subsidiaries in the consolidated financial report
A. Inventory information
Year
of
inven
tory
Scope
of
data
Bounda
ry
Scope 1
Total
emissions
(Metric ton
CO2e)
Scope 2
Total
emissions
(Metric ton
CO2e)
Scopes 1 & 2
Total
emissions
(Metric ton
CO2e)
Density
(Metric ton
CO2e/NT$ million)
Scope 3
(Significance
)
(Metric ton
CO2e)
2023 Parent
compa
ny
and
four
plants
in
China
Parent
compan
y
4.2687 52.0005 56.2692 0.0061 Not
inventoried.
Subsidiar
y
Donggua
n Plant
126.7471 2643.7125 2770.4596 1.7244 Not
inventoried.
Subsidiar
y Yantai
Plant
1295.6259 65527.6125 66823.2384 14.8574 Not
inventoried.
Subsidiar
y Jiangxi
Plant

373.6847
3461.6982 3835.3829 3.2085 Not
inventoried.
Subsidiar
yWuhu
59.8430 2063.3021 2123.1451 0.4191 Not
inventoried.

~48~

Plant
Total 1860.1694 73748.3258 75608.4952 3.4963 NA
2024 Parent
compa
ny
and
four
plants
in
China
Parent
company
(prelimin
ary
estimate)
2.1148 46.0909 48.2057 0.0059 12.8060
Subsidiar
y
Donggua
n Plant
Data is still being collected. Due to the large amount of data, it has not
been fully consolidated, and the confirmation work has not been
completed (data is subject to change). It will be disclosed in the
sustainability report after the data is confirmed and verified.
Subsidiar
y Yantai
Plant
Subsidiar
y Jiangxi
Plant
Subsidiar
y Wuhu
Plant
B. Assurance information
2023: Subsidiaries, Yantai Plant and Jiangxi Plant, have obtained ISO 14064 -1 organizational-level
greenhouse gas inventory verification certificates.
2024: The ISO 14064-1 organizational-level greenhouse gas inventory verification for the parent
company, and subsidiaries, Dongguan Plant, Yantai Plant, Jiangxi Plant, and Wuhu Plant is in
progress and the certificate is expected to be obtained in July -August 2025.
C. Reduction targets
The Group adopts 2022 as the baseline year. Target: Emission intensity, short -term target: Down by
1.5% per year (under the same conditions); medium -term target: Down by 7.5% in 5 years; long -term
target: Net-zero emissions by 2050.
The short-term target was achieved in 2023, and data for 2024 is still being collected and will be
disclosed in the ESG report.
Baseline-year (2022) boundary includes locations: The parent company in Taipei, and mainland
China subsidiaries: Dongguan Plant (Dongguan Pan-International Precision Electronics Co., Ltd.),
Jiangxi Plant (New Ocean Precision Component (Jiangxi)), Yantai Plant (Honghuasheng Precision
Electronics (Yantai) Co., Ltd.), and Wuhu Plant (CJ Electric Systems Co., Ltd.).
Relevant information will be disclosed on the Company's website and ESG annual report.

~49~

(VII)The Practice of Ethical Corporate Management and Related Policies and Divergence from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies

Evaluation items The operation Divergence from
the
Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
listedCompanies
Yes No Summary description
I. Establishment of ethical corporate
management policies and action
plans
(I) Has the Company specified its policies
and methods for the implementation
of ethical corporate management in
its internal rules and regulations and
external documents, and have the
Board and the management of the
Company promised to implement
the ethical corporate management
policies?
(II)
Has
the
Company
developed
mechanisms for the assessment of
integrity risks with routine analysis
and
assessment
of
operating
activities
exposed
to
higher
integrity risks in the operation,
based on which the Company has
planned for the prevention of
unethical practices? The content
shall cover at least the preventive
measures contained in Paragraph 2
in Article 7 of the “Ethical
Corporate
Management
Best
Practice
Principles
for
TWSE
Listed
and
TPEx
Listed
Companies”.








V















V
(I) The Company’s “Ethical Corporate
Management
Best
Practice
Principles” and "Procedures for
Ethical
Management
and
Guidelines for Conduct" were
approved
by
the
Board
of
Directors as a code of conduct
for managers and employees to
prevent fraud, corruption, and
other
illegal
acts.
For
the
implementation and execution of
the relevant ethical corporate
management policies and the
supervision of the Board of
Directors, please refer to the
Corporate Governance chapter of
the 2023 Sustainability Report and
the Company's website.
(II) The Company has established a risk
assessment
mechanism
for
unethical conduct in accordance
with the "Procedures for Ethical
Management and Guidelines for
Conduct," and, in conjunction
with internal audits, specifically
reviews situations, such as bribery
and
acceptance
of
improper
benefits, to prevent corruption
risks. Meanwhile, the Company
has strengthened its advocation to
directors,
managerial
officers,
employees, clients, and suppliers
to jointly establish an integrity
management corporate culture
environment.

















No
significant
difference
















No
significant
difference
(III) Has the Company established plans
for the prevention of unethical
practices, and has it specified the
operation
procedures,
code
of
conduct,
and
punishment
for
violation,
and
system
for
disciplining and complaints, and
have these plans been implemented
with routine review and revision?








V
(III) The Company has established the
“Integrity Management Operating
Procedure and Action Guideline”
to
regulate
the
relevant
disciplinary
and
grievance
systems.
The
annual
implementation results of the
ethical management policy were
presented to the 2nd meeting of
the
board
in
2024.
The
establishment
of
the
ethical
managementpolicyandplans for












No
significant
difference

~50~

Evaluation items The operation Divergence from
the
Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
listedCompanies
Yes No Summary description
continuous improvement will be
regularly reviewed each year.
II. Implementation of ethical corporate
management
(I) Has the Company evaluated the record
of the counterparties on business
ethics, and explicitly stated business
integrity as an integral part of the
contracts
when
entering
into
agreements with counterparties of
trade?
(II) Has the Company established a
designated body directly under the
Board for administering ethical
corporate management with routine
reporting to the Board (at least once
a year) on the implementation of
ethical
corporate
management
policies and plans for the prevention
of unethical practices, and the
supervision of the implementation
of these policies?
(III) Has the Company made policies for
the prevention of conflicts of
interest, and appropriate channels
for
complaints,
and
properly
implemented the policies?
(IV) Has the Company established
effective accounting systems and
internal control systems for the
proper implementation of ethical
corporate management? Has the
internal audit unit designed relevant
audit plans on the basis of the
assessment results of integrity risks
for the prevention of unethical
practices and compliance of related
rules
and
regulations,
or
commissioned
certified
public
accountants to conduct audits on
unethical practices?







V










V




V













V
(I) When the Company selects suppliers
and
customers,
their
ethical
records are considered as the basis
for selection. When signing the
contract,
suppliers
are
also
required to sign the commitment
of integrity. Transactions will be
immediately terminated in case of
violations.
(II) The Corporate Governance Team
under
the
Sustainability
Committee is responsible for
making and implementing ethical
corporate
management-related
policies and working with the
Auditing Office to check for
unethical
practices.
The
implementation in 2023 has been
reported to the second meeting of
the board in 2024.
(III) The Company has established the
“Integrity Management Operating
Procedure and Action Guideline”
to prevent conflicts of interest, and
set up an appeal channel whereby
the human resources or audit unit
is
responsible
for
reviewing
appeal proposals to deal with the
issues fairly and protect the safety
of whistleblowers.
(IV) The Company has established
comprehensive
and
effective
accounting and internal control
systems, and has implemented
these
systems
smoothly.
In
addition to implementing the
annual audit plan, the internal
auditors will set key audit items
and adjust the plan on the basis of
the findings from the assessment
of the risks of unethical practices,
and compile the findings into audit
report for routine reporting to the
Auditing Committee and the
board.








No
significant
difference










No
significant
difference









No
significant
difference














No
significant
difference

~51~

Evaluation items The operation The operation The operation Divergence from
the
Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
listedCompanies
Yes No Summary description
(V) Has the Company provided internal
and external training on topics of
business integrity?


V
(V) Integrity management is the
fundamental
essence
of
the
Company.
In
addition
to
promoting
insider
trading
provisions
to
directors
and
managers after approval by the
Board of Directors, we also
encourage honest behaviors and
fraud prevention, and provide
reporting
channels
to
all
employees in the daily education
and training courses. Related
training has been held in 2024
with 7,701 people participating,
with a total of 10,916 hours of
classes.















No
significant
difference
III. The reporting system of the Company
in practice
(I) Has the Company established a
substantive reporting and reward
and
punishment
system
and
convenient channels for reporting,
and appointed designated personnel
for handling the targets of reports?
(II) Has the Company established
standard operation procedures for
responding
to
reports
and
complaints, the measures to be
taken after the investigation, and
related
mechanisms
for
confidentiality?
(III) Has the Company taken any
measures for the protection of the
informants from suffering undue
treatment?






V






V



V
(I) The Company has established a
reward, punishment, and appeal
system according to the “Integrity
Management Operating Procedure
and
Action
Guideline.”
Employees and external units may
report violations to the human
resources or auditing unit via
phone, physical mailbox, and
email, and the responsible unit
will review and issue punishments
according to regulations.
(II) The Company's "Procedures for
Ethical
Management
and
Guidelines for Conduct" stipulate
the
procedures
for
handling
reports, conducting investigations
and punishments in accordance
with regulations, and strictly
implementing
confidentiality
measures
for
the
reporter's
information and the investigation
process.
(III) According to the Company’s
“Integrity Management Operating
Procedure and Action Guideline,”
the identity of the informants and
the contents of the report will be
kept
in
strict
confidence.
Informants will not suffer undue
treatment for the act of whistle-
blowing.











No
significant
difference










No
significant
difference







No
significant
difference
IV.
Enhancement
of
information

~52~

Evaluation items The operation The operation The operation Divergence from
the
Ethical
Corporate
Management Best
Practice Principles
for TWSE/TPEx-
listedCompanies
Yes No Summary description
disclosure
Has the Company disclosed the
content of the Ethical Corporate
Management
Best
Practice
Principles on its official websites
and MOPS, and the result of the
implementation?





V
The Company has formulated the
“Ethical Corporate Management Best
Practice Principles” and “Integrity
Management Operating Procedure and
Action Guideline,” and disclosed the
relevant contents and information on
the Company’s official website and
MOPS.







No
significant
difference
V. If the Company has instituted the Ethical Corporate Management Best Practice Principles in accordance with
the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies”, specify
the implementation of the principles and any deviations, if applicable:
The Company has instituted the Ethical Corporate Management Best Practice Principles and there is no
deviation from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies”.
VI. Any other important information that helps to understand the implementation of the Ethical Corporate
Management Best Practice Principles better: (Such as the review and amendments to the Ethical Corporate
Management Best Practice Principles)
The Company has amended the “Ethical Corporate Management Best Practice Principles” during the 4th
board of directors meeting in 2020 to update the Company’s ethical corporate management provisions and
formulated the “Integrity Management Operating Procedure and Action Guideline” during the 3rd board of
directors meeting in 2021 as the code of conduct for managers and employees. Employees, suppliers, and
customers must sign an integrity commitment letter to pledge integrity and anti-corruption. We have also
established a reporting mechanism and strengthened the awareness The integrity-related content disclosed
in the 2023 Sustainability Report has been assured by PwC Taiwan. For additional information on the
implementation,refer to the official website,annual report,and sustainabilityreport.
  • VI. Any other important information that helps to understand the implementation of the Ethical Corporate Management Best Practice Principles better: (Such as the review and amendments to the Ethical Corporate Management Best Practice Principles)

  • The Company has amended the “Ethical Corporate Management Best Practice Principles” during the 4th board of directors meeting in 2020 to update the Company’s ethical corporate management provisions and formulated the “Integrity Management Operating Procedure and Action Guideline” during the 3rd board of directors meeting in 2021 as the code of conduct for managers and employees. Employees, suppliers, and customers must sign an integrity commitment letter to pledge integrity and anti-corruption. We have also established a reporting mechanism and strengthened the awareness The integrity-related content disclosed in the 2023 Sustainability Report has been assured by PwC Taiwan. For additional information on the implementation, refer to the official website, annual report, and sustainability report.

  • (VIII) If the Company has instituted the Ethical Corporate Management Best Practice Principles and related rules and regulations, disclose the means for inquiry:

  • The Company has instituted the Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPExlisted Companies”, and operates in accordance with applicable legal rules. In addition, the Company has also gradually implemented corporate governance. Additional information is available on the official website.

Company website: www.panpi.com.tw

  • (IX) Any other important information that helps to under the pursuit of corporate governance better: The Company has compiled the annual sustainability report and disclosed the contents of its ESG policy, the Ethical Corporate Management Best Practice Principles, and the results of their implementation at the official website and MOPS.

Website of the Market Observation Post System: mops.twse.com.tw

(X) Implementation of Internal Control:

  1. Declaration of Internal Control

~53~

Pan-International Industrial Corp.

Declaration of Internal Control System

Date: March 11, 2025

The Company has conducted self-assessment of its internal control system in 2024 and hereby declares as follows:

  • I. The Company acknowledges and understands that the establishment, enforcement and preservation of the internal control system is the responsibility of the Board and the managers, and that the Company has already established such system. Its purpose is to reasonably ensure the effect and efficiency of operations (including profitability, performance and security of assets), the reliability, timeliness, transparency, and compliance with relevant legal rules.

  • II. There is a limitation inherent to internal control systems, no matter how perfect the design. As such, effective internal control systems may only reasonably ensure the achievement of the aforementioned goals. Furthermore, the operating environment and situation may vary, and hence the effectiveness of internal control systems. Only if the internal control system of the Company features a self-monitoring mechanism, can any shortcomings be corrected immediately once they are identified.

  • III. The company judges the effectiveness of the internal control system’s design and enforcement in accordance with the “Criteria for the Establishment of Internal Control System of Public Offering Companies” (hereinafter referred to as “the Criteria”). The items “the Criteria” uses for judging the internal control system are composed of five elements according to the procedure of management control: 1. control environment; 2. risk evaluation; 3. control operation; 4. information and communication; 5. monitoring. Each of the elements in turn contains certain audit items. For more information on the items, please refer to the “the Criteria”.

  • IV. The company has adopted the aforementioned internal control system to evaluate the effectiveness of the design and implementation of the internal control system.

  • V. Based on the findings of the aforementioned evaluation, the Company believes that it has reasonably guaranteed the achievement of the aforementioned goals within the aforementioned period of internal control (including the monitoring over the subsidiaries) as of December 31, 2024, including the effectiveness and efficiency of operations, reliability, timeliness and transparency of financial reporting and compliance with relevant legal rules, and that the design and implementation of the internal control system is effective.

  • VI. This statement of declaration shall form an integral part of the annual report and prospectus on the Company and will be made public. If there is any fraud, concealment and unlawful practice discovered in the contents of the aforementioned information, the Company shall be liable for legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchanges Act.

  • VII. This statement of declaration has been approved by the Board on March 11, 2025, with 7 directors in common consent.

Pan-International Industrial Corp.

Chairman: Lee, Kuang-Yao (Signature)

President: Sung-Fa Lu (Signature)

  1. If CPAs are retained to examine the internal control system, disclose the review report: None.

~54~

  • (XI) Major decisions of the Shareholders Meeting and the Board in the most recent year to the day this annual report was printed:

  • The regular session of the Shareholders Meeting on May 31, 2024, resolutions made by all Shareholders in session and implementation of the resolutions:

Resolutions Status of implementation
Passed the 2023 Business Report and
FinancialStatements
-
Passed the proposal for distribution of
earnings in 2023
Cash dividend at NT$1.3 per share will be paid to
shareholders, payment was completed on September 25,
2024.
  1. Major resolutions of the board as of the publication date of the 2024 annual report:
Date Important resolutions:
2024.3.13 1. Passed the financial statements of 2023.
2. Passed the proposal for allocation of 2023 employee and director remuneration.
3. Passed the proposal for distribution of earnings in 2023.
4. Passed the motion for distribution of cash dividends
5. Passed the motion for formulation of matters related to the shareholders’
meeting in 2024.
6. Passed the evaluation of the effectiveness of the internal control system and the
statement of the internal control system in 2023.
7. Passed the evaluation of the independence and suitability of CPAs and
appointment for the Company.
8. Passed the Company’s Procedures Governing the Salary and Remuneration of
Managers.
9. Passed the ratification of the performance bonuses of the Company's managers
in 2023
2024.05.14 1. Passed the Company’s 2024 1st quarter consolidated financial report proposal.
2. Passed the amendments to some provisions of the "Procedures for Board of
Directors Meetings".
3. Passed the allocation of 2023 director remuneration.
4. Passed the Company’s manager salary structure adjustment.
2024.08.14 1. Passed the Company’s 2024 2nd quarter consolidated financial report proposal.
2. Passed the ex-dividend record date and related matters for 2024.
3. Passed the amendment to some provisions of the "Regulations Governing the
Evaluation of the Board".
4. Passed the Company's 2023 Sustainability Report.
5. Passed the motion for the Company to apply for a credit line from a financial
institution and sign a contract to meet its needs for operating turnover and
interest and exchange rate risk management.
6. Passed the appointment of the Company’s Chief Financial Officer.
7. Passed the appointment of the Company's chief auditor.
2024.11.13 1. Passed the CPA change proposal.
2. Passed the 2024 3rd quarter consolidated financial report proposal.
3. Passed the addition of the Company’s internal control system and operating
procedures related to the management of sustainable information.
4. Passed the 2025 Audit Plan.
5. Passed the 2025 Business Plan.
6. Passed the disposal of shares of InnoLux Display Corporation in the open
market.
7. Passed the change of the Company's registered address.
8. Passed the ratification of the 2023distribution of remuneration to employees.

(XII) Summary of the adverse opinions from the Directors or Supervisors on major decisions of the

~55~

Board in the most recent year to the day this annual report was printed, with record or in written declaration: None.

IV. Auditors’ fee Information:

  • (I) The amount of audit and non-audit fees paid to the CPAs, their offices and affiliates, and the content of non-audit services:

Unit: NTD thousand

Name of CPA
Firm
Name of
CPA
CPA Audit
Period
Auditing
Public
Expense
Non-auditing
Public
Expense
Total Remarks
PwC Taiwan Jen-Chieh
Wu
Chieh-Ju
Hsu
January 1, 2024-
December
31,
2024


4,680
15,200 19,880 -

Note: Services included transfer pricing, preparation of group enterprise main files, CPA certification and audit of non-managerial employees' salary declarations, audit of CFC financial statements/tax reports, and equity acquisition due diligence and sustainability report assurance fee.

  1. The CPA firm is replaced and the public audit fee paid in the year of the replacement is less than the public audit fee paid compared to the previous year: None.

  2. If the audit remuneration is reduced by 15% or more from the previous year, the amount, ratio and reason for the reduction must be disclosed: None.

  3. (II) The so-called audit fees refer to the fees paid by the Company to the CPAs for the audit, review, double-check and financial forecast review related to financial statements.

V. Information on replacement of CPAs:

(I) Regarding former CPA:

(I) Regarding former CPA:
Change date 2024.11.13
Describe reason for replacement Due to internal rotation at PwC Taiwan, one of the
Company's CPAs, Yung-Chien Hsu, was changed to
Chieh-Ju Hsu fromQ3 2024.
Explain why the appointee or
CPA is terminated or refuses to
accept appointment
Contract party
Status

CPA
Appointers
Voluntary termination
of appointment
- -
No longer accept
(continue)appointment

-
-
Review report opinions other
than the unqualified opinions
issued within the latest 2 years,
and whytheyexist
No such situation.
Is there any disagreement with
the issuer?
Yes - Accounting principles or
practices
- Disclosure of financial reports
- Scope or steps of inspection
- Other
None. V
Expla
natio
n

~56~

Other disclosure items (items that must be disclosed according to No such situation. Points I-IV to I-VII, Subparagraph VI, Article X of this provision).

~57~

(II) Regarding successor CPA:

(II) Regarding successor CPA:
CPA firm name PwC Taiwan
Name of CPA Chieh-Ju Hsu
Date of appointment 2024.11.13
Prior to appointment, accounting
treatment methods for specific
transactions or accounting principles
as well as consultation matters and
results for financial reports that may
be issued
No such situation.
Written opinion by the successor
CPA on the dissenting opinion of the
former CPA.
No such situation.
  • (III)Reply from the former CPA regarding the first and third subparagraphs of Article 10, Paragraph 6, of the Regulations: None.

  • VI. Information on the Company’s chairman, president, manager in charge of financial or accounting affairs, and those who have worked in the CPA firm or its affiliates within the last year: None.

  • VII. The changes in the transfer or pledge of equity shares by Directors, managers, and shareholders holding more than 10% of the shares issued by the Company in the most recent year to the day this report was printed:

Changes in the Equity of Directors, Managers, and Major Shareholders

Unit: Shares

Unit: Shares Unit: Shares
Title Name 2023 As of March 28,2024
Increase
(decrease)
for the
number of
shares held
Increase
(decrease)
for the
number of
shares
pledged
Increase
(decrease)
for the
number of
shares held
Increase
(decrease)
for the
number of
shares
pledged
Chairman Kuang-Ya Lee 1,000 0 0 0
Director Feng-An Huang 0 0 0 0
Director Ying-Shih Huang 0 0 0 0
Independent
Director
Wen-Jung Cheng 0 0 0 0
Independent
Director
Lin Ching-Wei 0 0 0 0
Independent
Director
Ming-I Kuo 0 0 0 0
Independent
Director
Chih-Keng Chen 0 0 0 0
President Ming-Feng Tsai 0 0 0 0
Accounting
Supervisor
Chih-Hao Tai 0 0 0 0

~58~

Chief
Finanical
Officer
Yun-Keng Liu 0 0 0 0
Major
shareholder
Hon
Hai
Precision
IndustryCo., Ltd.

0
0 0 0

Note 1: Affiliate that is a counterparty of equity transfer or equity pledge: None.

Note 2: None of the directors, supervisors, managers, and major shareholders of the Company has handled equity pledges. So there is no change in pledges.

~59~

VIII. The top 10 shareholders who are spouses or relatives within the second degree of kinship as listed in the Statement of Financial Accounting Standards (SFAS) No.6.:

Information on relationship among the top 10 shareholding ratio shareholders

Name Personal Shareholding Personal Shareholding Holding of
shares
by
spouse,
underage
children
Holding of
shares
by
spouse,
underage
children
Total
shares
held
under
the name of
others
Total
shares
held
under
the name of
others
The title, name, and relationship of
top 10 shareholders who are
spouses or relatives within the
second degree of kinship as listed
in the Statement of Financial
Accounting
Standards
(SFAS)
No.6.
The title, name, and relationship of
top 10 shareholders who are
spouses or relatives within the
second degree of kinship as listed
in the Statement of Financial
Accounting
Standards
(SFAS)
No.6.
Re
ma
rks
Shares Ratio of
sharehol
ding
Shar
es
Rati
o of
shar
ehol
ding
Share
s
Rati
o of
shar
ehol
ding
Title (or name) Relation
Hon Hai Precision
Industry Co., Ltd.
Representative:
Young Liu
107,776,254 20.79% 0 0 0 0 Hong
Yuan
International
Investment Co., Ltd.;
Hongchi
International
Investment Co., Ltd.;
Investors
whose
investment
is
evaluated
using the
equity
method
0
0%
-- --
Hong Yuan
International
Investment
Representative:
Te-Tsai Huang
17,941,593
3.46%
0 0 0 0 Hongchi
International
Investment Co., Ltd.
Same
Person as
Chairman
0
0%
-- --
Standard
Chartered Bank
(Taiwan) Limited
as custodian of
LGT
12,385,000 2.39% 0 0 0 0 -- --
Goldman Sachs
International
accounts held in
custody by HSBC
(Taiwan)
Commercial Bank
7,614,717
1.47%
0 0 0 0 -- --
Hongchi
International
Investment Co.,
Ltd.
Representative:
Te-Tsai Huang
7,595,399
1.47%
0 0 0 0 Hong
Yuan
International
Investment Co., Ltd.

Same
Person as
Chairman
0
0%
-- --
University
Retirement
account held in
custody by
Deutsche Bank
Taipei Branch.
5,829,000
1.12%
0 0 0 0 -- --
Vanguard Star
Funds account
held in custody by
Standard
5,297,613
1.02%
0 0 0 0 -- --

~60~

Chartered Bank,
Business
Department.
Cheng, Chun-
Chung
4,598,000
0.89%
0 0 0 0
Standard
Chartered Bank
(Taiwan) Limited
as custodian of
LGT (Asia)
Company
4,078,000
0.79%
0 0 0 0 -- --
Japan Securities
account held in
custody by
Standard
Chartered Bank,
Business
Department.
4,044,000 0.78% 0 0 0 0 -- --

~61~

  • IX. The quantity of shares, and combined with the proportion of overall shareholding held by the Company, Directors of the Company, managers, and business entities under the direct or indirect control of the Company on a particular investee company, the ratio of overall shareholding in combination in the calculation.:

Comprehensive Shareholding Ratio

Unit: Shares

Unit:Shares Unit:Shares
Reinvestment Business Investment by the
Company
Investment by the directors and
managers or an enterprises they
directly or indirectly controlled


Combined Investment
Shares Shares
Ratio
Shares Shares Ratio Shares Shares
Ratio
Pan Global Holding Co.,
Ltd.

8,220
100%
8,220
100%
Pan-International
Electronics Inc.
28,000
100%

28,000
100%
Yann-Yang
Investments
Corp.

33,316,236

100%

33,316,236
100%

Three. Solicitation of Capital

I. Capital and Shares

(I) Source of Equity

Source of share capital

Unit: NTD / Share Unit: NTD / Share Unit: NTD / Share
Month/
Year
Price
of
Issua
nce
Approved Share Capital Paid-in Capital Remarks
Shares Amount Shares Amount Source of
Equity
Those who use
assets other than
cash to offset
the shareprice



Oth
ers
May
2000
(Note 1)
29 450,000,000 4,500,000,000 344,100,000 3,441,000,000 Cash Capital
Increase
80,000,000
shares
August
2004
(Note 2)
10 450,000,000 4,500,000,000 362,800,000 3,628,000,000 Surplus Capital
Increase
18,700,000
shares

July
2005
(Note 3)
10 530,000,000 5,300,000,000 401,626,000 4,016,260,000 Surplus Capital
Increase
38,826,000
shares

July
2006
(Note 4)
10 530,000,000 5,300,000,000 423,000,000 4,230,000,000 Surplus Capital
Increase
21,374,000
shares

July
2007
(Note 5)
10 530,000,000 5,300,000,000 441,500,000 4,415,000,000 Surplus Capital
Increase
18,500,000
shares

July
2008
(Note 6)
10 530,000,000 5,300,000,000 467,800,000 4,678,000,000 Surplus Capital
Increase
26,300,000
shares

June
2009
(Note 7)
10 530,000,000 5,300,000,000 487,903,158 4,879,031,580 Surplus Capital
Increase
20,103,158
shares

June
2010
(Note 8)
10 600,000,000 6,000,000,000 503,674,118 5,036,741,180 Surplus Capital
Increase
15,770,960

~62~

shares
June
2011
(Note 9)
10 600,000,000 6,000,000,000 509,413,546 5,094,135,460 Surplus Capital
Increase
5,739,428
shares

July
2013
(Note
10)
10 600,000,000 6,000,000,000 515,767,445 5,157,674,450 Surplus Capital
Increase
6,353,879
shares

July
2014
(Note 11)
10 600,000,000 6,000,000,000 518,346,282 5,183,462,820 Surplus Capital
Increase
2,578,837
shares

Note 1: Approval letter March 9, 2000 (2000) Tai-Cai-Zheng (Yi) No. 108193

Note 7: Effective letter June 23, 2009 Jin-Guan-Zheng-Fa-Zi No. 0980031298

Note 2: Effective letter June 24, 2004 Tai-Cai-Zheng-Yi-Zi No. 0930127993

Note 8: Effective letter June 29, 2010 Jin-Guan-Zheng-Fa-Zi No. 0990033566

Note 3: Effective letter July, 1, 2005 Jin-Guan-Zheng-Yi-Zi No. 0940126601

Note 9: Effective letter June 29, 2011 Jin-Guan-Zheng-Fa-Zi No. 1000030068

Note 10: Effective letter July 5, 2013 Jin-Guan-Zheng-Fa-Zi No. 1020026265

Note 4: Effective letter July, 21, 2006 Jin-Guan-Zheng-Yi-Zi No. 0950131865

Note 5: Effective letter July, 9, 2007 Jin-Guan-Zheng-Yi-Zi No. 0960035127 Note 6: Effective letter July 3, 2008 Jin-Guan-Zheng-Yi-Zi No. 0970033177

Note 11: Effective letter July 16, 2014 Jin-Guan-Zheng-Fa-Zi No. 1030027194

Type of
Shares
Authorized capital Authorized capital Remarks
Outstanding
share
Unissued share Total
Common
share
518,346,282 81,653,718 600,000,000 All of the outstanding shares are listed
stocks.

Information about the blanket declaration system: None.

(II) Name list for the main shareholders:

Name list for the main shareholders

Shareholding ratios for the top 10 shareholders of the Company are listed as follows: Unit: Shares

Unit: Shares
Share
Name of major shareholders
Number of shares
held
Shares Ratio
Hon Hai Precision Industry Co., Ltd. 107,776,254 20.79%
Hong Yuan International Investment 17,941,593 3.46%
Standard Chartered Bank (Taiwan) Limited as
custodian of LGT

12,385,000
2.39%
Goldman Sachs International accounts held in custody
byHSBC(Taiwan)Commercial Bank

7,614,717
1.47%
Hongchi International Investment Co., Ltd. 7,595,399 1.47%
University Retirement account held in custody by
Deutsche Bank Taipei Branch.

5,829,000
1.12%
Vanguard Star Funds account held in custody by
Standard Chartered Bank,Business Department.

5,297,613
1.02%
Cheng, Chun-Chung 4,598,000 0.89%
Standard Chartered Bank (Taiwan) Limited as
custodian of LGT(Asia)Company

4,078,000
0.79%
Japan Securities account held in custody by Standard
4,044,000
0.78%

~63~

Chartered Bank, Business Department.

  • (III) Company Dividend Policy and Implementation Status

  • Dividend policy

The Company is presently in the growing phase. The Company’s dividend distribution policy will depend upon its current and future investment environment, capital needs, domestic and foreign competition conditions, and capital budgets while taking into account the shareholders’ interests and the Company’s long-term financial planning. Shareholder dividends are allocated as the shareholders’ cumulative distributable surplus and shall not be less than 15% of the distributable surplus for the current year, and the cash dividends in shareholder dividends shall not be less than 10%.

  1. Implementation Status:

The board of directors has passed a resolution to distribute a cash dividend of NT$1.1 per share and reported the proposal to this shareholders meeting. After the meeting, the board of directors shall separately determine the ex-dividend base date, payment date, and other related matters.

  1. Expected material changes in dividend policy: None.

(IV) Impact of the distribution of bonus shares proposed in the present shareholders’ meeting on the business performance of the Company and earning per share:

Not applicable because the Company has no stock dividend this year.

  • (V) Remuneration to Employees and Directors

  • The percentage or scope of remuneration for employees and directors as stipulated in the

Company's Articles of Incorporation:

If the Company makes a profit during the year (the so-called profit refers to the pre-tax profit before the distribution of employee compensation and directors' compensation), no less than 5% shall be allocated for employee remuneration and no more than 0.5% shall be allocated for directors' remuneration, which shall be distributed after a special resolution by the board of directors and reported to the shareholders meeting. However, where the Company still has accumulated losses, amount shall be reserved for making up the accumulated loss first. The remuneration of employees described in the preceding paragraph may be made in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of the affiliated companies meeting certain specific requirements, and the Board of Directors is authorized to establish said specific requirements.

  1. Account handling when the basis for the assessment of employee and director remuneration, the basis of calculation for the number of shares distributed as employee remuneration, and

~64~

the actual estimation amount for this period are inconsistent:

All calculations are based on the number or range specified in the aforesaid Articles of Incorporation, and there is no plan to distribute employee remuneration via stocks during this period.

  1. Remuneration distribution approved by the board of directors:

  2. (1) Remuneration in cash for employees was NT$62,126,369 and remuneration for

    • directors was NT$6,212,636.
  3. (2) For any discrepancy between the actual distributed and recognized amount, specify the

discrepancy, the reason for the discrepancy, and the treatment: None.

  • (3) There is no employee remuneration distributed by stocks.

  • Actual remuneration distributions for employees and directors in the previous year:

Distribution Status Amount of actual
distributions
resolved by the
shareholders
meeting


Amount
of
distributions
originally
approved by the
board of directors



Difference
Reason for the
difference
1. Employee cash
2. Employee shares
(1) Shares
(2) Amount
(3) Stock price
3. Director and supervisor
remuneration
74,429,227
0 shares
0

7,442,923


74,429,227
0 share
0

7,442,923









For any discrepancy between the actual distributed and recognized amount, specify the discrepancy, the reason for the discrepancy, and the treatment: None.

(VI) Company shares buyback status: None.

  • II. The state of corporate bonds, preferred shares, overseas depository receipts, employee stock options, restricted shares for subscription by employees, and mergers and acquisitions (including mergers, acquisitions and spinoffs):

  • (I) Corporate debt handling status: None.

  • (II) Preferred share handling status: None.

  • (III) Disclosure relating to overseas depository receipts: None.

  • (IV) Disclosure relating to employee stock warrants: None.

  • (V) Names of managers holding employee warrants and names of top ten employees in terms of subscription numbers: None.

  • (VI) Disclosure relating to restricted shares for subscription by employees: None.

  • (VII)Names of managers holding new restricted employee shares and top ten employees acquiring the most shares and the acquisition status: None.

  • (VIII) Mergers, acquisitions (including mergers, acquisitions and divisions), or transfers: None.

~65~

  • III. Issuance of new shares in the event of a merger or acquisition of another company's shares:

  • (I) Mergers and acquisitions of shares issued by other companies in the most recent year and up to the date of publication of the annual report:

    1. Mergers or evaluation opinion from the lead securities underwriter on the issuance of new shares to acquire or acquire shares of other companies in the most recent quarter: None.

    2. Implementation in the most recent quarter. If implementation progress does not meet the target, the impact on shareholders' equity and improvement plan shall be explained in detail

  • (II) Mergers and acquisitions of shares issued by other companies approved by the Board in the

  • most recent year and up to the date of publication of the annual report: None.

  • IV. Fund Utilization Plan Implementation Status

The Company has not issued, not completed, or completed a fund utilization plan within the last 3 years but has not yet shown any benefit.

~66~

Four. Operation Overview

I. Business Content

  • (I) Business Scope

  • Main contents of business operation

  • (1)CC01080 Electronics Components Manufacturing.

  • (2)CC01110 Computer and Peripheral Equipment Manufacturing.

(3)CC01060 Wired Communication Mechanical Equipment Manufacturing.

(4)CC01020 Electric Wires and Cables Manufacturing.

(5)CQ01010 Mold and Die Manufacturing.

  • (6)F106010 Wholesale of Hardware.

  • (7)F107990 Wholesale of Other Chemical Products.

  • (8)CB01010 Mechanical Equipment Manufacturing.

  • (9)CC01990 Other Electrical Engineering and Electronic Machinery Equipment

  • Manufacturing.

  • (10)F401010 International Trade.

(11)CC01070 Wireless Communication Mechanical Equipment Manufacturing.

(12)CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

(13)F208031 Retail Sale of Medical Apparatus.

(14)F108031 Wholesale of Medical Devices.

(15)ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  1. The Company's current product items and business proportions
Item Business
Proportions
1 Electronic Components 60%
2 Consumer Electronics and Computer Peripherals 40%
Total 100%
  1. New products planned to be developed

  2. (1) Automotive low-voltage harness

  3. (2) High-voltage cable for EV

  4. (3) Medical Consumables

  5. (4) Medical instrument cable

  6. (5) Industrial control cable

  7. (6) Type C to HDMI With CEC Converter Cable

  8. (7) CAT7 / 8 Lan cable

  9. (8) Waterproof cable for Heavy vehicle

  10. (9) Mining Machine PCB & Assembly

  11. (10)Server/Switch PCB & Assembly

  12. (11)ADAS PCB

  13. (12)Vehicle Optoelectronic Panels

  14. (II) Industry Overview

  15. Cables and Connectors

    • (1) The cables and connectors produced by the Company are primarily used in computers

~67~

as well as their peripheral equipment and network communication systems. Therefore, the product growth is in synch with the development of personal computers, peripherals, and mobile communications related products. The Company intends to use its existing cable manufacturing technology to enter and cultivate the niche industries such as automotive/medical/industrial/cloud server as well as other components and modules required by the market in order to raise the product technology content threshold.

  • (2) In light of the global climate changes and energy resource reduction, there has been increased international concerns about environmental protection and energy conservation. Despite the automotive chip shortage problems for global new energy vehicles during the epidemic period, it is still expected to show strong sales strength in the future. Moreover, governments of various nations have also set production suspension targets for pure gas vehicles, introduced related industrial policies for the electric vehicle industry, and offered supplementary benefits. These efforts will significantly strengthen the development of the new energy vehicle market.

  • (3) In the first half of 2023, the sales volume of self-owned car manufacturers in China has reached 53.7%, an increase of 8.6% from the same period in 2022. The era of joint venture automakers in China in the past is gradually waning. Passenger cars of selfowned brand in China are also being exported. The overall market for automotive wiring harnesses will grow due to the increase in car exports from China until the second half of 2023.

  • (4) In 2024, China’s market experienced severe involution, with many car manufacturers, despite having decent business, aggressively suppressing the prices of various component materials. Although the automotive wire harness market maintained its volume due to the continuous strong export of domestic cars, gross profit continued to decline sharply. This phenomenon is currently ongoing.

  • (5) The increasing popularity of new energy vehicles in the future will also directly boost significant demands for charging equipment and electric vehicle batteries, and the need for battery pack wiring harnesses and charging cables will also gradually grow. In terms of high-voltage lines and connector parts, the popularity of electric vehicles and motor system integrations will create many new specifications and increase energy storage equipment.

  • (6) From the beginning phase, the number specifications of the charging equipment for electric vehicles were substantial, but gradually they were integrated into a single standard. Internationally unified standards such as CCS2 and NACS are gradually taking shape. High-voltage wiring products with large square meters have also gradually evolved and developed, and new products such as copper and aluminum bars have progressively emerged in the high-voltage power system.

~68~

  • (7) Vehicle safety, entertainment, and smart user environment have become increasingly popular regardless of new energy or traditional fuel vehicles. Automotive electronics and systems have gradually moved towards high-definition screens and camera lenses in order to meet drivers’ and passengers' demands. Many signals and data transmitted by the equipment must meet the high-speed transmission and response requirements, and the corresponding wires and connectors must also meet the high-frequency and high-speed transmission specifications. More and more high-end automotive sensors and antennas are also demanding stricter product specifications for high-speed transmission and delay-free response. In addition to connectors, wires are the focus of the regulation.

  • (8) In recent years, the bicycle market has shown a decline in sales for traditional bicycles while sales for electric bicycles have continued to grow. In many countries, bicycles are commonly used for daily commuting and holiday trips. To satisfy consumer demands for "faster, farther, and more interesting" bicycle rides; electric bicycles have already become the trend of bicycle development for the future. European bicycle component manufacturers have boldly predicted that the sales of electric bicycles will account for over 65% of all bicycles for the next decade. Although the battery of some electric bicycles is placed in the frame, the waterproof cables must be customized due to high electronization, which may result in high unit price. These products have strong development potential after profit rationalization.

  • (9) In Southeast Asian countries, motorcycles are the main means of transportation. Under the subsidy policies of many local governments, the rise of electric motorcycles has slowly eroded the market for traditional diesel motorcycles, and also driven the development of electric motorcycle chargers and wiring harnesses. Due to the small battery capacity of electric motorcycles, small high-voltage household travel chargers are the main focus. All electric motorcycle manufacturers have similar specifications, except for the appearance of the charger and the connector, which will develop in the direction of single gauge increase.

  • (10) The scale for medical materials is expected to reach US$400 billion globally in 2022 mainly due to the medical expenditure growth, health awareness increase, and the aging population phenomenon. Surgery materials, infection control, cardiovascular applications, general medical materials, and home care supplies will make up the bulk of the main medical materials market. Hospital surgery and infection control are related to life survival, and the price can always maintain an advantage. Medical products must comply with local regulations before they reach the market. If the products have applied for licenses in the European and American markets previously, it would pose a major advantage for expanding into other markets. However, due to global geopolitical

~69~

reasons, many medical customers are still observing subsequent changes and dare not make decisions on future production bases. Many still maintain their original production locations.

  • (11) The global health care expenditure has continued to rise, and it is anticipated to exceed US$15 trillion by 2030. Moreover, with the advancements in digital technologies, the development of AI and 5G technologies, the lack of human resources in the care industry, and the demands for precision diagnosis; the development of smart health is accelerating. The integration of medical and digital technology industries has become a new market trend. The Company's medical equipment and electronic components have increased integration. Many electronic foundries are designing medical equipment with component manufacturers in an attempt to stay ahead of the digital health development trend. This is especially true during the AI era, where Big Data analysis and prediction in the medical field can create huge business opportunities in the digital electronics industry.

The development of Class III medical equipment such as heart rate regulators and defibrillators have continued to accelerate. The United States produces a large number of Class III medical equipment every year. The production line and product assurance test have 50 steps and 80 components at every turn. Some components are even too small to be held by human hands. According to a Med Device Online report, Class III medical devices and their manufacturing processes must comply with the strict U.S. Food and Drug Administration (FDA) regulations. This must rely on automated production line management, and inventory control also poses a major challenge. Industry 4.0 technology includes machine-to-machine (M2M) communication, cyber physical system (CPS), and Cloud computing in order to overcome such production challenges via high-level automation. The law requires third-level medical device manufacturers to provide a device history record (DHR) for each device, including a bill of materials (BOM), an approved manufacturers list (AML), and manufacturing processes. The DHR will also record the part number, serial number, date code, manufacturing date, and test results for equipment and parts. In addition to recording these data, the manufacturer must also ensure that the manufacturing process complies with the device master record (DMR). The scanner is installed in the manufacturing equipment and can communicate with the manufacturing execution system (MES) via the Cloud to ensure that only the parts mentioned in the DMR are assembled. The scanner uploads the part number, serial number, and date code to the electronic DHR; records all of the medical equipment manufacturing and testing processes one by one; and the test results are uploaded to the Cloud MES system for instant easy query. Some parts of the Class III medical equipment must reach a precision of 0.5mm or less and a

~70~

dimensional tolerance of 10um. At this time, the high-quality vision system is used to check the parts as well as confirm the size and direction. The vision system will also communicate with special machinery and equipment to assist in the correct handling and placement of parts. The parts are originally stored in the warehouse, and they need to be replenished when the inventory is low. Therefore, inventory management is also critical. In the past, inventory management was manually processed and entered into the enterprise resource planning (ERP) system. However, with the advent of Industry 4.0 technology, inventory management has changed from manual to automation thanks to the machine-to-cloud communication, which can facilitate real-time inventory control.

  • (12) The Universal Serial Bus (USB) Type-C interface is facing revolutionary changes brought by consumer electronics applications. As the data to be transferred becomes increasingly larger, the USB specification is still evolving, and the speed of USB3.1 has been increased to 10 Gbps in the newer generation computers. USB 3.2 also doubles the speed of USB 3.1 Gen2 to reach 20 Gbps. Other than that, there is no difference from the USB 3.1 specification. But USB 4.0 is totally different. Intel is vigorously promoting the Thunderbolt3 technology, which allows multiple devices to be connected in series and eventually achieves a total bandwidth of 40 Gbps (twice that of USB3.2). Meanwhile, this interface (wire) can also transmit display signals simultaneously as well as over 100 W of electricity. At present, the USB4.0 specification directly copies this protocol, which means that while USB4.0 can double the transmission speed of USB3.2 to 40 Gbps, it also has the same interface/line video data and power transmission capabilities. USB4.0 uses a USB type-C interface. This new generation USB peripheral transfer protocol can support the highest transmission rate of 40 Gbps (or higher transmission rate) while transmitting display port video signal (for video output) and provide USB PD fast charging (for fast charging). It is essentially Intel's Thunderbolt3 technology, but it also supports the USB protocol. So it is perfectly backward compatible with Thunderbolt3, USB3.2, USB3.1, and USB2.0 protocols. As the USB organization will officially incorporate the Thunderbolt3 specification into USB 4.0, it is estimated that this protocol may be officially released around the year 2020. In general, the official release of USB 3.2 and USB 4.0 have significantly promoted the development of widely used high-speed interfaces, making data transfer and copying ever more convenient. It is foreseeable that when USB 3.2 and even USB 4.0 become the mainstream interface, the era of "one universal interface" is upon us, and displays will only need one cable to complete the power and signal transmission, which will make the people's lives significantly more convenient.

(13) HDMI transmission cables are commonly used for the audio and video transmission of

~71~

consumer audio and video products such as TVs, computers, video players, and other video streaming devices. An HDMI transmission line carries both video and audio signals, and ensures that the video and audio signals will not attenuate during transmission. High-definition video has gradually become the mainstream TV and video standard, and HDMI has also taken advantage of this trend to release the latest HDMI 2.1 version standard and announce the official arrival of the 4K and 8K era. Due to the latest HDMI development as well as future video trends and as high-quality video gradually becomes the mainstream standard, the data transmission specifications of the past may no longer meet future demands. At the beginning of 2017, the HDMI forum INC. announced a new audio-visual standard and officially released the HDMI 2.1 specification prior to the end of 2017. In addition to the significant increase in image data transmission speed, the new HDMI 2.1 specification also includes the addition of Dynamic HDR specifications. In the future, the depth of field, detail, and brightness of images can be improved to display with a wider color gamut; and vertical depth and dynamic HDR are added to the visual effect in order to achieve a better 3D effect. In the future, 10K/5K images will also be considered. This means that the new era of 10K/5K for consumer audio and video is formally upon us.

  • (14) Cat6a network cable can support a frequency bandwidth of up to 500MHz, which is twice that of a Cat6 network cable. Cat7 network cable can support a frequency bandwidth of up to 600MHz as well as 10GBASE-T Ethernet, and can significantly reduce crosstalk noise. In response to the future 5G transmission speed and bandwidth requirements, the demand for Cat6a/Cat7 will gradually increase.

  • Electronic Manufacturing Service

  • (1) Today’s consumer demands are changing with each passing day. Industry competition is becoming increasingly fierce, technological innovation is accelerating, and product cycles are becoming shorter. In order to speed up product launches, seize the market, and reduce production costs; many companies worldwide have increasingly relied on professional electronic manufacturing services (EMS) companies to provide global manufacturing and service OEMs. under the support of EMS factories, the original manufacturers can focus on the professional R&D, marketing, and sales. In addition, many products today require a high degree of customization, and customers have a low amount/diversified demands. So, it is necessary to maintain a moderate degree of flexibility in addition to ensure strict quality assurance.

  • (2) Due to global geopolitical changes, the opportunities for global manufacturing and service OEMs are slowly moving from China or Taiwan to Southeast Asian countries for development. The relocated industries are based on low-end OEMs due to customer requirements and lower demand for the supply chain level. The assembly industry is

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the main business. Many mid-to-high-end semi-finished products are produced in China and the finished products are sent to be assembled in Vietnam and other Southeast Asian countries. There is also a trend for US-based customers to transfer technology from domestic plants to overseas for direct production in Thailand or Malaysia. However, the competition with the Chinese supply chain seems hard to avoid, as Chinese manufacturers have also moved to Southeast Asian countries to set up branch factories or branches. Currently, many customers in emerging industries tend to choose Penang as their second production base, while old electronic product OEM customers prefer to choose lower-cost Thailand for processing and production.

  • (3) Among the many technologies that can promote smart consumption, Beacon has become one of the most eye-catching technologies. Beacon refers to the creation of a signal zone via the Bluetooth low energy technology to provide accurate field information for mobile device APPs and generate different virtual/real interactive experiences. At present, the application areas include smart consumer applications such as consumer interaction or sales marketing solutions. Its customer base includes different industries such as air transportation, finance, retail, entertainment, sports, and exhibitions. Another Beacon application is in the field of smart IoT such as smart meeting rooms/door locks, inspection systems, or people and object tracking. Its customer base includes semiconductors, traditional manufacturing, and health care industries. Beacon is like a small base station. It will be covered by the Beacon signal as long as it is within a radius of 30 meters from the Beacon. Consumers will be detected as long as they enter this range, and users can actively push various messages to consumers within range. The message type can be text, image, video, web page, etc. The Company’s strategic partners have comprehensive IoT & Big Data analysis solutions. The designed product sensor/beacon can be applied to Cloud-connected enterprises or retail IoT. This Cloud solution can help companies to extract, analyze, and aggregate data from millions of events.

  • (4) The Internet of Things (IoT) not only has huge market potential, it also contains a wide range of technology applications. The MGI report shows that starting from 2025, the Internet of Things will generate an output value of US$3.9 trillion to 11.1 trillion in 9 environments such as factories, retail, and cities. The number of Internet of Things devices is estimated to grow to 75.4 billion. This is equivalent to an increase of 127 IoT devices every second worldwide starting in 2020. The Internet of Things (IoT) is driving a new revolution in the industry that covers a wide range of fields such as the Internet of Vehicles, medical care, communications, smart manufacturing, and smart homes.

  • (5) The next wave of the home networking revolution is smart home appliances. In the

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future, lamps, air conditioners, refrigerators, kettles, and other home appliances controlled by smart routers may be connected to the Internet; which mean the full blossom of the IoT era. In the next 4 years, each household will increase from an average of 9 connected devices to an average of 29 connected devices. Smart homes provide important fuel to drive the IoT. Strategy Analytics predicted that global consumer spending on smart-home related devices is expected to drop from US$52 billion in 2019 to US$44 billion in 2020 due to the COVID-19 epidemic in 2020. However, Strategy Analytics believes that this market will rebound in 2021, and reach US$62 billion in consumer spending during 2021. However, image transmission is also an important aspect of smart home applications. In the IoT era, smart home cameras are no longer just cameras, but have become intelligent "eyes" that can think individually. They are used for smart doorbell, children, or anti-theft monitoring; and have a certain degree of importance. Based on the current development trend, smart home demands will drive approximately over 20% of growth each year. Europe and the United States have the strongest growth momentum, and the growth rate will be even faster after the demand from emerging countries catches on in the future.

  • (6) The evolution of vehicle electrification and intelligentization has also brought the IoT applications into the vehicle transportation field and enabled the "Internet of Vehicles" to flourish. The objective is to connect vehicle information and mobile networks using technologies such as satellite positioning, sensors, electronic tags, wireless network communications, and data processing. The system can effectively identify and transmit static and dynamic vehicle, pedestrian, and road environment related information; and gather the data on the back-end platform for smart management and services. The system is also commonly used in traffic safety, traffic services, city management, logistics, and transportation in addition to providing driver-related information. The development of the Internet of Vehicles has promoted the evolution of in-vehicle systems, and directly triggered the demand increase for automotive electronics in vehicles and on the roadside. Automotive market rebound, electrification, and intelligentization will become the three main forces to drive the steady growth for automotive electronics. They will also provide an explosion of business opportunities for the back-end automotive electronic module manufacturing and assembly industries.

  • (7) The global impacts of COVID-19 has rearranged the companies’ operating environments and recovery. The industrial control market may grow slightly. The industrial control market includes different types of control products and tools as well as the corresponding electronic control components and modules. The number of PCBA used for industrial control will also develop upwards as more complex control functions appear. Still, after the out-of-stock demand caused by the pandemic, the demand in the

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industrial control market has remained flat or declined depending on the macro environment.

(8) From the perspective of new industries and new trends, digital cryptocurrency is gradually revealing some specific demands due to international geopolitical factors, which directly affects the demand for mining machines, and they fluctuate with the price of cryptocurrency. The performance of the chips used in the mining machines themselves also plays an important role in the stability of the demand for the mining machines themselves. Also, the demand for cloud computing is increasing day by day. With the AI trend that has risen in recent years, the demand for AI switch OEM is also increasing. Many customers choose to add overseas manufacturing locations to implement a two-pronged strategy to avoid geopolitical risks in advance.

3. PCB Industry Overview

A printed circuit board (PCB) refers to a printed board that forms point-to-point connections and printed components according to a predetermined design on a general substrate. Its main function is to enable various electronic components to create a predetermined circuit connection and relay transmission and is one of the main components for all electronic products. So, it is also called the "mother of electronic products." The PCB industry is the foundation of the electronic information industry and is indispensable to electronic products. Its downstream application fields are extensive and cover various social and economic fields such as communications, industrial control, consumer electronics, automotive electronics, and computers. Its production cycle is less affected by a single industry, and is adjusted mainly based on the fluctuations of the macro economy and the overall development of the electronic information industry.

(1) PCB Global Market:

Since 2024, the overall demand in the consumer electronics industry has been more optimistic than last year. The foldable mobile phone market has developed rapidly, increasing the demand for flexible circuit boards. The popularization of intelligent vehicles, electric vehicles, and autonomous driving technology has rapidly increased the demand for mid-to-high-end PCB products, such as automotive ADAS and automotive radar. The development of 5G technology has placed higher demands on highperformance, high-density PCB products, driving the demand in the communication PCB market. The rise of emerging technologies, such as the Internet of Things (IoT), artificial intelligence (AI), big data, and VR/AR has spawned new products, such as wearable devices, and AI servers, bringing new market opportunities to the PCB industry.

Entering 2025, market demand remains diversified, mainly in the following directions: Growth driven by new energy vehicles: With the rapid growth of the global

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new energy vehicle market, the demand for PCBs in electric vehicle control systems, power battery management systems (BMS), and automotive entertainment systems has increased significantly. Promotion of 5G communication applications: The popularization of 5G base stations and end-use equipment will increase the market demand for highfrequency and high-speed PCBs (such as fluororesin-based PCBs). Expansion in the industrial and medical fields: The demand for industrial control equipment in the trend of Industry 4.0 and intelligent manufacturing, as well as the precision of medical equipment, will also drive innovation in the PCB industry. Consumer electronics upgrades: The rise of emerging products, such as AR/VR equipment, smart home products, and wearable devices will bring new growth momentum.

The global PCB output value and growth rate from 2019 to 2025E are shown in the figure below: (Units: US$100 million)

==> picture [304 x 178] intentionally omitted <==

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

2020 to 2025 Global PCB Production Value (Units: US$100 million)
Output Rate of
Value Growth
----- End of picture text -----

From the perspective of technological innovation, in the high-density interconnect (HDI) technology module of PCBs, with the trend of thin and light and miniaturized smart devices, the demand for HDI PCBs will continue to increase, especially in consumer electronics and smart phones. Flexible and rigid-flex board modules, flexible printed circuit boards (FPC) will become more popular, used in wearable devices, 5G terminals, IoT devices, etc., while rigid-flex boards are widely used in devices that require structural complexity. Multi-layer and ultra-high-layer board modules, in order to support highperformance computing and storage needs, data centers and high-performance computing equipment will require more multi-layer and high-layer PCB designs. Embedded technology modules, embedded component technology will expand in high-end products to meet higher requirements for performance and integration.

In the future, the PCB industry will continue to develop in the direction of high-end, intelligent, green, and regionalized, especially in hot areas, such as 5G, new energy vehicles, and Industry 4.0. Demand growth will drive technological iteration and market upgrades. Enterprises need to focus on innovation capabilities, green manufacturing, and ~76~

global supply chain layout to meet challenges and seize opportunities.

(2) PCB industry chain:

From the industrial chain perspective, the PCB industry is in the middle of the overall industrial chain. The upstream comprises various raw materials for the production of PCB, such as copper foil, resin, glass fiber cloth, ink, and other chemical materials. The midstream is mainly PCB manufacturing, and the downstream mostly applies to computers, communication equipment, industrial control, automotive electronics, consumer electronics, aerospace, and a wide range of other fields. The printed circuit board industry chain is relatively long, and the relationship between upstream and downstream is shown in the figure below:

==> picture [469 x 215] intentionally omitted <==

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

Electrolytic Copper Special Material-based Communication
Foil Copper Clad Laminate Equipment
Electronic Grade Fiberglass Fabric Based Computer and Related
Fiberglass Fabric Copper Clad Laminate Equipment
Special Wood Pulp Paper-based Copper Automotive Electronics
Paper Clad Laminate Equipment
Synthetic Resin Electronic Component Electronic Consumer
Products
Industrial Control
PCB Special Ink Circuit Ink Equipment
Photosensitive Aerospace Electronics
Solder Mask
Materials Equipment
Marking Ink
Printed Circuit Board
----- End of picture text -----

The development of upstream and downstream industries is interrelated and mutually supporting in the PCB industry. On the one hand, a good development momentum for the PCB upstream and downstream industries can lay the foundation of growth for the PCB industry. The downstream industries would continue to demand stricter

requirements for higher system integration and performance from PCB products, which will push PCB products to evolve and upgrade towards the direction of "lighter, shorter, thinner, and smaller." On the other hand, technological innovations of the PCB industry make it possible for upstream and downstream industries to create product innovations and thereby satisfy the needs of the end market.

(III)Technology and R&D Overview

1. Technical level and research and development of the business

In order to increase the proportion of automotive revenue, improve the overall gross profit margin, and meet customer needs, the Company has actively expanded the automotive wiring harness R&D team in recent years to develop EV-related wiring harness and PCB products.

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Additionally, the Company cooperated with customers to invest in R&D personnel during the prototype design stage for simultaneous development to strive for mass production opportunities in the future.

Regarding the research and development of consumer electronics components and EMS services, the Company focuses on improving production efficiency and reducing delivery costs to satisfy customers' requirements for price and quality.

  1. R&D expenses in the most recent year

The R&D expense in 2023 was NT$ 477,370 thousand, accounting for 1.86% of revenue. The R&D expense in 2024 was NT$ 453,132 thousand, accounting for 2.08% of revenue

  1. Successfully developed technologies and products

  2. (1) EV high-voltage wiring harness

  3. (2) EV battery pack/storage wire harness

  4. (3) High-frequency and high-speed wires for automobiles

  5. (4) Cables of drag chain for robots

  6. (5) Mobile Charger

  7. (6) Mini LED PCB

  8. (7) Router/PIC PCB

  9. (8) Smart cockpit panel PCB

(IV) Long-term and Short-term Business Development Plans

  1. Cables and Connectors

With the development trend of electric vehicles and the popularization of automotive electronics, the Company can provide different automotive wiring harness solutions according to the needs of different customers in various regions, and customize automotive connection products with different functions for our customers. Many first- or second-tier automotive electronics suppliers are also moving towards developing smart electrified vehicles. The high-speed and large-scale data transmission required has also made highfrequency, and high-speed wiring harnesses the mainstream in the future. provides niche products in addition to the existing industrial control and consumer wiring harnesses, carries out sales promotion with some market standard products (e.g. Mini SAS, HDMI, USB, Lan cable), and implements sales promotions. The Company aims to increase the product lines' breadth and business depth for the long-term, provide strategic agency for some components, actively develop the European and American markets, establish sales bases in Mainland China, and integrate a dual-operation sales network.

The Company will cultivate the niche market via its cable manufacturing technology and simultaneous pipeline compression advantages, invest in external connection cable and disposable medical wires required for medical equipment layout, and further advance the

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development of direct human body contact type-2 medical lines. The market target is aimed at medical equipment power supply and signal transmission line as well as medical gas and liquid pipelines products that provide simultaneous extrusions such as ion scalpel, medical disinfection, patient monitoring equipment, and other medical wire/cable products.

2. Electronic Manufacturing Service

Based on the existing EMS one-stop production facility system and Industry 4.0 development orientation, the Company intends to further optimize the vertical production line integration and introduce the automated production advantages. The goal is to focus on the development of consumer communication products and electronic accessories, industrial PCBA, and the medical electronic product assembly market. Secondly, the Company can also enter the vehicle control modules foundry production market via its heavy vehicle wiring harness development advantages.

Master the development trend and application of new generation wireless communication technologies; use solid wireless technologies as the foundation to further strengthen the production capacity for wireless products in the communication field; and focusing on the development of WiFi 6, CPE, MiFi, and Beacon based on the development of 5G related electronic peripheral products. Seek strategic cooperation with thriving startups, develop smart devices and accessories-related products, and select highly complementary strategic partners to build win-win partnership networks.

The demand for the industrial control industry is gradually accelerating as the material supplies improve. Industrial PCBA production focuses on the characteristics of a small volume, diversification, and stable supply and demand. Under the high-quality demands, flexible use of production lines and supply chain adjustment will become the mainstream for customer services this year.

Looking at the development of servers or AI, PCBA for server peripherals and mining equipment has also increased accordingly, and the trend of some Chinese productions turning to Southeast Asian ones is obvious.

3. PCB Products

The long-term business development plan for the Company's PCB products is to follow customers' product demand trends in order to achieve sustainable operation. The Company will continue to improve quality and efficiency, reduce costs and inventory, and follow the rationalization, standardization, automation, and systemization steps to gradually promote and achieve objective of PCB manufacturing industry 4.0. We follow the industry development momentums and trends to continuously strengthen and enhance our advantages. We will continue to introduce automated production equipment to improve efficiency for the existing

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production capacity. Moreover, we keep following up on the development of new products and models from customers and work with them to improve product technology content and cost optimization. As well as this, we are committed to improving raw material price comparison and bargaining ability in order to maintain our competitiveness with low prices, and strive to improve the foundation of upstream and downstream supply chain integration. Meanwhile, the Company must establish brand advantages, attach importance to product quality, and strictly control quality standards.

For short-term business development, the Company will continue to develop consumer electronics products in fields such as (1) game console products, (2) smart speaker products, (3) photoelectric board products, and (4) PC products. The Company will maintain the existing client-product model requirements and cooperate with clients to improve product technology content and cost optimization. Meanwhile, the Company will endeavor to promote new product model development and quality certification operations; strive for new customer recognition; promote HDI boards, and introduce new orders for automotive boards, Mini LED, servers, and ADAS.

Our long-term goal is to follow the development trend and current situation of the PCB industry, continue to strengthen the existing PCB products (such as game consoles, optoelectronic products, etc.), optimize customer structure and product structure, and increase the proportion of revenue from high-margin products. We actively explore new customers, new products, introduce Mini LED, automotive products and other new business opportunities. Additionally, we increase R&D and replacement of intelligent production lines to simplify production processes, streamline automated production processes to reduce labor requirements. We also use the Group's PAS system to inquire prices of suppliers and compare prices on srmmx.com, increasing its capabilities in raw material price negotiations or seeking alternative suppliers, while continuing to promote the reduction of raw material costs.

The challenges facing the PCB industry include environmental protection pressure, market competition, and technical bottlenecks. Among them, environmental protection pressure comes not only from the implementation of domestic policies and regulations, but also from the increasing strictness of environmental inspections in the international market. Therefore, the PCB industry needs to accelerate technological research and development and improve environmental protection capabilities to adapt to the global environmental protection trend. Green manufacturing and sustainable development will become more important. First, global environmental requirements for the electronics manufacturing industry are becoming increasingly strict. Low energy consumption, lead-free, and environmentally friendly materials will become important trends in PCB manufacturing. Second, the concept of a circular economy, the research and development and application of recyclable and degradable materials will gradually become the focus of the industry. Therefore, the PCB industry needs

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to improve the application of smart manufacturing technology, and optimize production processes through AI, big data, and the Industrial Internet of Things (IIoT) to improve resource utilization.

Finally, the Company has worked hard in internal management in order to cope with the market competition as well as the cost pressure caused by the exchange rate and raw material price fluctuations in the peer industry. The efforts include strengthen production site management, improve material utilization, and reduce overall costs by lowering energy consumption, optimizing process design, and applying new processes and new materials. In the future, the Company will continue to maintain its growth trend via excellent cost control and production capacity.

II. Market, Production, and Sales Overview

  • (I) Market analysis

1. Sales area for main products

The main sales areas of the Company and its subsidiaries are primarily Mainland China, Hong Kong, Malaysia, the United States, and Taiwan. The main sales areas are distributed as follows:

Unit: NTD thousand

Unit: NTD thousand
Region Amount Percentage(%)
1. Mainland China 7,774,498 36
2. HongKong 3,927,178 18
3. Taiwan 2,797,014 13
4. Malaysia 2,512,968 12
5. United States 1,719,187 8
6. Singapore 1,624,322 7
7. Other 1,465,668 6
Total 21,820,835 100

2. Market share, future market supply, demand status, and growth

  • (1) Cables and Connectors

The global cable and connector market is showing a growing trend due to the rise of the electric vehicle and digital medical care industries. The global clients have also increased their production customization strengths for wire harnesses due to product diversification and production automation demands. Pan-International has actively engaged in product transformation in recent years by focusing on wire harness development in the health care, automotive multimedia electronics, green energy, industrial application, and

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Cloud communications industries. From 2020 to 2021, Pan-International has transcended its original wire harness manufacturing and wire harness connector assembly role to become an overall solutions provider for wiring harness connectors in various fields.

Due to the vigorous development of new energy vehicles and the continuous strong export of new energy vehicles, the vehicle wiring harness business in China has grown rapidly in 2023, and the climbing speed is bound to slow down in 2024. Looking into the development in the second half of 2024, with the increasing popularity of smart automotive equipment and in-vehicle systems, as well as the demand for automotive batteries, the shipment of related high-frequency and high-speed connectors and connecting wires and battery wire harnesses will increase slightly. The external connection cables for medical instruments, medical wiring harness products, and the relevant connecting wires for industrial control smart motors. The shipment ratio for these product lines will continue to increase as the trend develops due to the long life-cycle for the related products and stable shipments.

There are certain requirements of industrial robot arms and industrial drag chain cables for the flexibility of wire harnesses and the tolerance of harsh environments. Industrial wires, wire harnesses, and wire harness assemblies have certain difficulty levels and relatively good profits. Overcoming product difficulties is also paving the way for the next stage of humanoid robot wire harnesses.

(2) Electronic Manufacturing Service

According to the forecast by Technology Forecasters, the EMS market is growing rapidly at a compound annual growth rate of 7% each year. The service items offered by general EMS providers are divided 3 main categories: printed circuit board assembly, semifinished product assembly, and system assembly. As the electronics industry has a tendency to gradually outsource part or all of the manufacturing processes, the service contents provided by the electronic manufacturing service industry have become more diversified. EMS providers provide serves to a wide range of electronic products from network communications to computer peripherals, from medical equipment to mobile phones, and from motherboards to notebook computers. EMS providers accepts commissions from clients to provide professional production and process services in accordance with actual production needs.

In the future, EMS manufacturers will no longer simply provide manufacturing foundry and must be flexible in order to provide integrated service functions, including: (a) Rapid technical solutions: Assist customers in solving technical problems from concept, product molding, to mass production.

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  • (b) Effective supply chain integration: Establish a procurement and logistics center to obtain low-cost and high-quality components, prevent raw material shortage, accelerate inventory turnover, and increase capacity utilization to ensure rapid delivery to clients.

  • (c) Stable production and operation: Provide rapid new product introduction to shorten product development time, and assist mass production maximization for the product.

  • (d) Global logistics services: The overseas and Mainland Chinese production bases as well as the rapid service structure can provide timely product development services and avoid international geopolitical interference.

  • (3) PCB Products

In the era of rapid development of electronic equipment, the PCB industry is facing unprecedented opportunities and challenges. The development of lightweight, smart, and high-performance electronic equipment has accelerated the market demand for PCB products. The technological innovation and product evolution in the industry will bring abundant investment opportunities to enterprises and investors. By understanding the industry's leading companies, we can gain a deeper understanding of the three major trends in the future PCB industry: the dominance of major players, the high-end trend of products, and the global layout.

We can see that the the PCB industry's major players are becoming more dominant. The concentration of the market continues to increase, and the leading enterprises that have accumulated extensive resources in the early stage occupy obvious advantages in technology, customers, and talents. In the fiercely competitive market environment, leading enterprises are deeply tied to well-known global customers and participate in the customer's research and development process, thereby obtaining important cooperation opportunities. This relationship not only enhances such companies’ market position, but also steadily facilitates technological iteration and innovation.

As some market analysts have said, the winners in the future PCB industry will be those companies that can adapt to and rapidly respond to market changes. For investors, paying attention to the dynamics of leading enterprises is the key to understanding market trends. For example, some well-known PCB manufacturers have exerted their efforts in cutting-edge fields, such as smart phones, 5G, and autonomous driving, and their future performance growth potential is worth close attention from investors.

The inevitability for the high-end trend of products, with the continuous evolution of AI and automotive electronic technology, the high-end demand for PCB products is becoming more and more urgent. From foldable mobile phones to autonomous driving vehicles, modern electronic equipment puts forward stricter requirements for the structure and performance of PCBs. To meet this demand, PCB manufacturers must increase R&D investment and design new product architectures that meet future market demands.

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As for the strategy of global layout, global layout is becoming a new channel for PCB market expansion. With the continuous growth of global electronic product market demand for customized and high-end PCB products, the internationalization strategy of enterprises has become an inevitable path. Many leading enterprises have gradually built a global production and sales network through overseas factories, mergers and acquisitions, and strategic alliances. This not only effectively enhances companies brand awareness but also enables them to better respond to market changes.

To sum up, the PCB industry is in a critical period of technological innovation and industrial structure adjustment. The dominance of major players, the high-end demand for products, and the global layout strategy are the key driving factors in the future market. For investors, keeping abreast of these three major trends will bring them rich investment returns. It is foreseeable that the future PCB market will be more diverse and complex, and enterprises can only move forward steadily by keenly capturing opportunities in the fierce competition.

  1. The advantages, disadvantages, and countermeasures of competitive niche and development vision

  2. (1) Favorable factors

  3. A. A number of high-precision SMT production lines have been constructed, which can significantly improve SMT production efficiency and yield while helping to drastically reduce manufacturing costs.

  4. B. The manufacturing units of the Mainland China plant have implemented localization to improve personnel training efficiency and the overall management team performances.

  5. C. The global marketing system integration and division of labor has completed, which can enhance the synergy of global customer service and marketing information collection.

  6. D. At present, the Company's current financial health is sound and can fully support and implement global operations and investment activities.

  7. E. All of the plants have passed the IATF-16949 and ISO-13485 certifications, and have established a firm foothold in the automotive and medical fields.

  8. F. The Chinese government has set PCB as a national key strategic, basic, and leading pillar industry, and launched a development plan for the new energy vehicle industry, the industrial internet innovation and development action plan, and the dual gigabit network collaborative development action plan, among other programs, to support and guide the development of 5G communications, new energy vehicles, the IoT, and the industrial internet. This is conducive to the local development of PCB.

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  • G. The rapid development of new-generation information technology, new energy vehicles, and smart security brings new opportunities for the PCB industry.

  • H. We have completed all aspects of the PCB self-production processes, improved the independent capacity of the processes, and implemented automation upgrades for our production equipment and technology by introducing/developing rigid-flex boards, automotive boards, and other products in order to keep up with the pace of change in the industry and strengthen our independent competitiveness.

  • (2) Unfavorable factors

  • A.The life cycle of consumer electronics products is fast, and is affected by the uncertainty of the overall economic environment and the business cycle recovery. This resulted in a conservative wait-and-see mentality at the beginning, but quickly place irrational orders as soon as demand is exhibited. The situation shows low certainty about the real demand in the future.

  • B. The demand for automotive wire harnesses has gradually slowed down and the gross profit has decreased, which has reached a peak risk.

  • C.Semiconductor ICs as well as active and passive components have often encountered temporary shortages in recent years, resulting in supply chain management and control risks.

  • D.The price of raw materials continues to rise, which directly erodes product gross profit.

  • E. The diversification and life cycle of consumer electronic products are getting increasingly shorter, resulting in the low volume and high customization product trend.

  • F. Due to the China-US trade and other international geographical factors, many orders from the United States are moving to Southeast Asia or other regions for production. In addition to the fierce competition in the Chinese domestic demand market, red supply chain competition has also emerged in the Southeast Asian market.

  • G.To cope with many uncertainties, many customers adopt a two-pronged strategy. Although there are forecasts for large orders, whether the orders will be eventually placed is not guaranteed even by the customers themselves. High uncertainty is both an opportunity and a risk.

  • H.With the rapid development of China’s economy, its labor costs continue to rise. Coupled with the aging of the population, the number of working-age population shows a downward trend. The rising labor costs will put certain pressure on operations.

  • I. Thermal management: With the increase of component density, PCB generates more heat. Therefore, future PCB design needs to consider more effective thermal management methods, such as heat sinks and heat pipes.

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  • J. The Chinese government has set annual energy conservation and emission reduction targets. The increasingly stringent environmental protection requirements aimed at promoting the healthy development of the industry will bring certain cost pressures to enterprises.

  • (3) Response measures

  • A. Speed up new product development and increase product gross profit margin in niche product application fields such as wire harnesses and connectors.

  • B. Introduce automated production equipment and testing equipment, optimize medical workshops, and improve production efficiency and product quality.

  • C. Expand the production scale of overseas factories in Southeast Asia, reduce production costs, and diversify geopolitical risks.

  • D. Actively adjust the 5 major business strategies: enterprise production, sales, R&D, finance, and human resources. Fundamentally strengthen the overall corporate competitiveness, strengthen the Company's intangible assets and core competitiveness, and widen the gap from competitors.

  • E. In terms of important raw materials, use effective supply chain strategies to strive for reasonable costs, adjust the raw material stock inventory in a timely and appropriate manner, and reduce the impact from rising pressures on raw materials.

  • F. Actively build a green supply chain to create a resource-conservation and environmentfriendly green manufacturing system for procurement, production, marketing, recycling, and logistics. In terms of main raw materials, adopt the quantity-based pricing principle and appropriately adjust inventory in a timely manner in order to reduce the impact of rising pressure on raw material prices.

  • G. Continue to evaluate and introduce advanced PCB manufacturing equipment, cultivate more R&D and professional talents, maintain a rigorous and solid work attitude, and cultivate a humble learning spirit to narrow the technological gap with advanced enterprises and enhance competitiveness.

  • H. Expanding the customer base to cover multiple industries, such as consumer electronics, communications, industry, and automobiles, will better alleviate the seasonal and cyclical impacts of customer operations and stabilize revenue and profits.

  • I. The PCB factory will continue to monitor the environmental protection indicators required by the government and maintain good communication with relevant government departments. It will also consider the return on investment to achieve the cost reduction objectives and increase efficiency by introducing the relevant equipment.

  • J. Maintain the image of corporate integrity management, protect the environment, care for the community, and establish a sustainable business model.

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II. Important Purpose and Production Process for Main Products

(1) Important purpose for main products

Key products Main functions
1. Raw Cables Applicable to electronic signal transmission by monitors,
photocopiers, and other computer peripheral products,
computer systems,communication systems,and networks.
2. Connectors Various connectors between computers, communication
systems, home appliances, office equipment, and other
systems.
3. Cable Assembly Connection cables with connectors that are suitable for
electronic signal transmissions between wearable portable
devices, computer systems, peripheral products, medical
equipment connections,
high and low voltage automotive wiring harnesses, and
automotive electronic multimedia wiringharnesses.
4.
Electronic
manufacturing services

OEM products for information, communication, consumer
industrial, or medical industries include Bicycle GPS Meters
Industrial control products, IP camera, HUB accessory
Docking
Stations,
Beacon,
Alcohol
Testers,
Motion
Controllers,Coagulation Factor Testers,and other devices.
5. Computer peripheral
products and parts

PCBs for computer communication equipment, devices that
require professional foundry for electronic circuit board
surface adhesion technology, and mobile phone related
accessories.
6. Printed circuit board
(PCB)

Optoelectronic products such as game consoles, monitors and
TVs, smart speakers, mobile phones, communication
products, PC motherboards, automotive electronics, and other
rigid and HDI PCBs.

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(2) Production process for main products

1. Wire production process

==> picture [345 x 384] intentionally omitted <==

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

Copper wire
Plastic raw material
procurement
Medium machine
Color matching
pulling
Thin machine pulling Material preparation
Annealing
Wire texturing
Core sheath-extrusion
Wire sheath-extrusion
Textured wrapping
Q.C inspection, wire
trimming
Braiding
ASS'Y processing production
line
----- End of picture text -----

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2. Connection line production process

==> picture [425 x 660] intentionally omitted <==

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

S.R formation
Core wire stripping
Pick shield Twist
alignment
Core wire stripping
Rivet point Heat-shrink tubing
Pick shield
Core wire stripping Wire twisting
Core wire stripping
Wire solder
Ultrasonic washing
Internal mold
forming
brazing solder Cut evenly
Ultrasonic washing
External mold
forming
Exterior inspection
Electrical testing
General inspection
packaging
----- End of picture text -----

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3. Automobile low-voltage wiring harness production process

==> picture [417 x 288] intentionally omitted <==

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

Incoming quality
Assembly
inspection
Material warehousing Continuity inspection
Production material
Exterior inspection
picking
Wire cutting end
Packaging
voltage
Wire twisting Wiring connection
Storage warehousing
Small assembly
Shipment inspection
Completion preparation Finished product
shipment
----- End of picture text -----

4. Automobile high voltage wiring harness production process

==> picture [77 x 220] intentionally omitted <==

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

Incoming quality
inspection
Material warehousing
Wire cutting
Shielding layer removal
Shielding layer repair
Insulation stripping
----- End of picture text -----

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

End voltage
Connector assembly
Torque confirmation
Small assembly
Electrical measurement
Exterior inspection
Finished product
shipment
----- End of picture text -----

~90~

5. Computer peripheral products and parts turnkey processing flow

Program
Visual inspection
Component
Solder paste
Reflow furnace
ICT Test
Reconditioning
Hand plugged
Processing under
f
Solder pot
Inspection
Packaging
Assembly
PCBA testing
Finished product
Warehouse entry
Program
Processing
Warehouse entry

~91~

6. PCB manufacturing process

6.1 Traditional board

==> picture [384 x 569] intentionally omitted <==

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

Copper foil substrate
Cropping
Inner layer
Press fit
Drilling
Electroplating
Outer layer
Solder Mask & Text
P i i
Carbon ink Selective Tin spraying
Forming
Detection
OSP
Finish inspection
Packaging
----- End of picture text -----

Remark: The dashed box is optional process (subject to customer requirements)

~92~

6.2 HDI board

==> picture [399 x 297] intentionally omitted <==

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

Cropping Inner layer Press fit Buried hole
Press fit Inner layer Stuff buried Plated-
Process
cycle
Laser Plated- Inner layer Press fit
Outer layer Copper fill Laser Drilling
Carbon ink
Solder Mask Selective Forming Detection
Tin spraying
Packagin Finish OSP
----- End of picture text -----

Remark: The dashed box is optional process (subject to customer requirements)

(III) Main raw material supply status

The main raw materials for the Company’s products are supplied by world-renowned manufacturers such as domestic Hon Hai, Formosa Plastics, and other big manufacturers; which provide good quality that conforms to international standards. Since the Company has established good supply-demand partnerships with its suppliers, it is able to obtain good supply price and delivery conditions.

Company's main raw material supply status

Main
raw
material
Supply status
Copper wire Contracts are signed with domestic manufacturers to
provide stable supplyat a more favorableprice.
Plastic granules & powder Priority is given to domestic manufacturers with shorte
delivery periods.
Terminals Normal supply by domestic manufacturers.
Connectors Supply by domestic and foreign manufacturers.
Metal & plastic parts Normal supply by domestic manufacturers.
Electronics components Supply
by
domestic
and
foreign
manufacturers.

~93~

(IV) Customers who have accounted for over 10% of total purchases (sales) in any one of the most recent two years.

Major Suppliers Information for the Last Two Years

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand Unit: NTD thousand
2023 2024
Item Name Amount Percentage
accounted for to
annual net
purchases(%)
Relation with the
Issuer
Name Amount Percentage
accounted for to
annual net
purchases(%)
Relation with the
Issuer
1 Hon Hai Precision
Industry Co., Ltd.
and subsidiaries
2,856,395
16

Investment
companies
evaluated using the
equity method of
the Company
Hon Hai Precision
Industry Co., Ltd.
and subsidiaries
1,816,835
12

Investment
companies
evaluated using the
equity method of
the Company
2 -- --
0

--
Manufacturer A 1,446,635
10

None.
Others 15,295,238
84

--
Others 11,515,568
78

--
Net purchase
amount
18,151,633
100

--
Net purchase
amount
14,779,038
100

--

Note: As of the publication date of this annual report, there is no 1st quarter financial information that has been verified by a CPA. Increase / decrease fluctuation analysis:

Based on the Company's business, raw material need, and coast consideration results.

~94~

Major Customers Information for the Last Two Years

Unit: NTD thousand

2023 2023 2023 2023 2024 2024 2024 2024
Item Name Amount P e r c e n t a g e
accounted for to
annual net sales (%)



Relation with the
I
s
s
u
e
r


Name
Amount P e r c e n t a g e
accounted for to
annual net sales
(
%
)



Relation with the
I
s
s
u
e
r
1 Hon Hai Precision
Industry Co., Ltd.
and subsidiaries
5,742,428
22

Investment
companies
evaluated using the
equity method of
the Company
Hon Hai Precision
Industry Co., Ltd.
and subsidiaries
5,066,366
23

Investment
companies
evaluated using the
equity method of
the Company
Others 19,891,830
78

--
Others 16,754,469
77

--
Net sales amount 25,634,258
100

--
Net sales amount 21,820,835
100

--

Note: As of the publication date of this annual report, there is no 1st quarter financial information that has been verified by a CPA. Increase / decrease fluctuation analysis:

Due to changes in market trends, customer product demand, and other reasons.

~95~

III. Working staff

Information of employees in the most recent 2 years and as of the publication date of this annual report.

Year 2023 2023 2024 2024 As of March 31,
2025
As of March 31,
2025
The
Compa
ny
All
companies
included
in the
consolidat
ed
financial
statements


The
Compa
ny
All
companies
included
in the
consolidat
ed
financial
statements


The
Compa
ny
All
companies
included
in the
consolidat
ed
financial
statements
Number
of
Employe~~e~~
s
Employees 63
2,001

63

2,281

62

2,171
Operating staff 0
6,898

0

6,752

0

6,708
Total 63
8,899

63
9,033
62

8,879
Average age 39.30
49.19
46.27
41.23

46.45

41.57
Averageyear of service 8.20
14.95

12.20

9.12

12.29
9.29
Education
distributio
n ratio
Doctorate --
--

--

0.06

--

0.06
Master's degree
15.87

0.47

23.81

0.38

24.19

0.37
College/Univers
ity
73.02
18.92

68.25

18.26

67.75

18.44
Senior high
school
9.52
14.55

6.35

23.82

6.45

23.14
Lower than
high school
1.59
66.05

1.59

57.48

1.61

57.99

IV. Environmental protection expenditure information

In the most recent year and as of the date of publication of the annual report, the losses (including compensation) due to environmental pollution (the date of punishment, the reference number of the penalty document, the articles of law violated, the content of the law violated, and the content of the penalty document shall be listed, and the estimated amount of possible expenses at present and in the future and the countermeasures shall be disclosed. If it is impossible to reasonably estimate the facts, the reasons for the inability shall be stated: The Company has no such situation.

We strive to achieve annual carbon emission reduction targets through various channels, including improving equipment/processes, recovering waste heat, replacing old equipment with new, preventing leaks, increasing recycling rates, building solar power installations, and increasing the proportion of green energy. The total investment in related projects in 2024 reached more than NT$ 950 million. Furthermore, as governments

~96~

around the world increasingly tighten controls on environmental protection-related items and regulations and follow various UN environmental protection initiatives, the Company is gradually investing more resources to obtain various emission licenses, strictly control hazardous substances (chemicals), and continuously invest in green energy to maintain zero environmental accident.

Upstream suppliers in the sustainable value chain also play an extremely important role in overall environmental protection issues. We work with suppliers to comply with regional environmental regulations, strictly control prohibited substances, develop alternative green materials, and adhere to responsible mineral procurement policies, etc., to assume the responsibilities and obligations that should be borne in the sustainable value chain.

The Company's future environmental goals will continue to enhance the environmental awareness of employees and the supply chain system, formulate short-term (annual), medium-term, and long-term carbon and emission reduction targets, increase resource recycling and reuse rates, increase the proportion of green energy use, and expand efforts to environmental protection in the regions where it is located, etc., to fulfill corporate environmental protection responsibilities. Environmental protection-related expenditures will also be appropriately adjusted according to the annual budget status and practical needs. For environmental protection-related information and implementation results, please refer to the Company's website and annual sustainability report.

~97~

V. Labor Management Relations

  • (I) Current important labor-management agreements and implementation status:

  • Employee welfare measures, further education and training;

    • The Company has established an Employee Welfare Committee with members elected by employers and employees and has organized various activities regularly. The Company has also issued souvenirs and bonuses during the three major festivals and Labor Day, organized employee trips and health checks every year, provided free accommodations from foreign counties and cities, encouraged employees to take external studies, and held education training on an irregular basis. The Company also provides group insurance for employees.
  • Retirement system and implementation status:

    • (1) Pursuant to the "Labor Standards Act," the Company has established a retirement pension method, which is applicable to the tenures of all regular employees before the "Labor Pension Act" went into effect on July 1, 2005 as well as the continual service tenures for those who have elected to apply the "Labor Standards Act" after the "Labor Pension Act" went into effect. According to the regulations, seniority shall be calculated from the date of employment. For each employee, two bases are given for each full year of service rendered for the first 15 years. But for the rest of the years starting from the 16th year, one base is given for each full year of service rendered (half of a base is given for each full year of service rendered prior to the implementation of the Labor Pension Act). The length of service is calculated as half year when it is less than six months, and as one year when it is over six months (not calculated prior to the implementation of the Labor Pension Act). The total number of bases shall not exceed 45. The employee retirement pension payment shall be calculated based on the length of service and the average salary until six months prior to the approved retirement. In addition, employees of the Company whose total age plus service years exceed or are equal to 55 can also apply for preferential retirement with the Company. The Company has established its Pension Supervision Committee in accordance with Taipei County Government approval letter (1988) FuLao-Yi-Zi No. 272020 dated August 31, 1988; allocated the labor retirement reserve into a special account in Bank of Taiwan based on 6% of the total salary paid; promoted referential retirement projects for employees on an irregular basis; and report the status via letters to the competent authority for reference. The Company also provides group insurance for employees.

    • (2) The Company has established a definitive pension allocation retirement

~98~

method in accordance with the "Labor Pension Act," which is applicable to all domestic employees. The Company has applied the labor pension system stipulated by the "Labor Pension Act" to allocate 6% of the salary to the employee's personal account held by the Bureau of Labor Insurance.

  1. Other important agreements:

The Company’s labor and management agreements when an employee enters the Company are based on the Labor Standards Act in principle and in accordance with the personnel management provisions so as to protect the rights and interests of employees.

  • (II) The losses suffered due to labor disputes in the most recent year and up to the publication date of this annual report: None.

VI. Cybersecurity Management

  • (I) Cybersecurity risk management framework, cybersecurity policy, specific management plans, and resources invested in cyber security management:

  • Cybersecurity risk management framework:

    • The Company has established an IT Department responsible for information security management and planning and implementing information security operations. An Audit Department has been established to supervise the implementation status and track and improve audit defects. The corporate governance team was established under the Sustainable Development Committee to integrate ESG and information security management to strengthen corporate sustainable governance.
  • Cybersecurity policy:

    • [Commitment to ensuring the information environment required for company development, continuous operation without interruption]-The Company is committed to protecting information assets, ensuring continuous business operation, and reducing information security risks. In line with the Company's sustainable development strategy, the Company establishes a comprehensive information security governance mechanism to ensure the security of production and operation. This policy applies to all employees, suppliers, and external partners of the Company, covering all information systems, data, and networks. All personnel accessing the Company's information assets must comply with this policy.
  • Cybersecurity management

    • (1) Asset management and system security: Establishing an information asset management system and implementing appropriate protection measures. Implementing system protection mechanisms and updating them regularly,

~99~

and establishing system update procedures. Implementing office and production network segmentation to ensure production system security and maintain stable production operations. Implementing change management for important systems to ensure stable system operation.

  • (2) Access control: Implementing system access control, regularly reviewing user permissions, and implementing special control for important systems. Establishing complete account management procedures to ensure that relevant system permissions can be processed in a timely manner when personnel changes occur.

  • (3) Data protection and backup: Implementing data encryption and access control, strengthening production-related data protection, and prohibiting storing company data on unauthorized devices. Implementing a data backup mechanism and regularly performing backup and restore drills to ensure data security.

  • (4) Incident reporting and response: Establishing information security incident reporting and response procedures, with the IT Department conducting incident investigation and handling relevant matters. Establishing a crossdepartmental crisis response team to assess the impact of incidents and develop response strategies.

  • (5) Education, training, and compliance management: The IT Department regularly offers information security education and training to strengthen personnel's information security awareness. Formulating information security codes of conduct, and the Audit Department conducts relevant audit operations to ensure implementation.

  • (6) Legal compliance: Complying with relevant regulatory requirements, regularly reviewing regulatory changes, and adjusting management measures in a timely manner. Realizing the Company's commitment to sustainable business operations through sound information security governance.

  • Cyber security implementation status

The main items completed this year include the establishment of off-site backup mechanisms for core services in various plants, the comprehensive upgrade of the official website's security (Security Score Card (SSC) score increased to A level), and the promotion of ISO 27001 information security management system courses. The 2024 cyber security education and training focused on information security training and the introduction and clause analysis of the ISO 27001 system. A total of 96 people participated in the training, with a total of

~100~

105 class hours.

  • (II) List the losses, possible impacts, and countermeasures due to major information security incidents in the most recent year and as of the publication date for this annual report. If it cannot be reasonably estimated, state why it cannot be reasonably estimated: None.

VII. Important Contract: None.

~101~

Five. Financial Status and Financial Performance Review Analysis & Risk Matters.

I. Financial Status:

Unit: NTD thousand

I. Financial Status: Unit: NTD thousand Unit: NTD thousand
Year
Item
2023 2024 Variation
Increase
(decrease)
amount
Percentage
(%)
Current assets 17,709,701 17,576,307 (133,394) -1%
Property, plant, and
equipment
2,817,342 3,830,436 1,013,094
36%
Intangible asset 53,672 67,514 13,842
26%
Other assets 610,526 121,465 (489,061) -80%
Total assets 24,397,209 24,638,104 240,895
1%
Current liability 8,587,612 7,618,736 (968,876) -11%
Non-current liabilities 461,388 533,501 72,113
16%
Total liabilities 9,049,000 8,152,237 (896,763) -10%
Share capital 5,183,462 5,183,462 0
0%
Capital surplus 1,503,606 1,503,606 0
0%
Retained earnings 8,130,064 8,601,904 471,840
6%
Other equities (1,410,735) (1,009,923) 400,812
28%
Equity attributable to the
parent company
13,406,397 14,279,049 872,652
7%
Non-controllinginterests 1,941,812 2,206,818 265,006
14%
Total equity 15,348,209 16,485,867 1,137,658
7%
Note: Description of major changes in the project (please analyze and explain if the amount increase
[decrease] ratio is over 20% and the amount exceeds 20 million NT dollars).
1. Property, plant, and equipment: Increased due to the transfer of prepayments to new factory buildings,
additional machinery and equipment, and factory and office acceptance in the current year.
2. Other assets: Decreased due to the transfer of prepayments to fixed assets upon completion of factory
and office acceptance in the current year.
3. Other equity interests: Due to exchange rate fluctuations and financial asset valuation.
The Company has been in good financial position for the past two years with stable profits. In the future,
the Company will continue to pay attention to changes in various ratios and strictly control financial
risks.

II.Financial Performance:

Unit: NTD thousand Unit: NTD thousand
Year
Item
2023 2024 Variation
Increase
(decrease)
amount
Percentage
(%)
Operatingrevenue 25,634,258 21,820,835 (3,813,423) -15%
Operatingcost 22,459,093 18,874,257 (3,584,836) -16%
Operating profit margin 3,175,165 2,946,578 (228,587) -7%
Operatingexpenses 1,573,698 1,664,662 90,964 6%
Operating profit 1,601,467 1,281,916 (319,551) -20%
Non-operating income and
expenses
240,325 184,305 (56,020) -23%
Net income before tax 1,841,792 1,466,221 (375,571) -20%

~102~

Income tax expense 351,959 264,870 (87,089) -25%
Net profit of the current
period
1,489,833 1,201,351 (288,482) -19%
Other comprehensive
income(net)
(105,052) 693,761 798,813 760%
Total comprehensive
income in the current
period
1,384,781 1,895,112 510,331 37%
Note: Description of major changes in the project (please analyze and explain if the amount increase
[decrease] ratio is over 20% and the amount exceeds 20 million NT dollars).
1. Operating profit: Reduced profit due to decreased gross profit and increased expenses.
2. Non-operating income and expenses: Reduced foreign currency exchange gains due to exchange rate
fluctuations.
3. Income before tax: Reduced due to decreased operating profit and decreased non-operating income.
4. Income tax expense: Reduced due to decreased operating profit and decreased non-operating
income.
5. Other comprehensive income (net): Increased exchange differences from the translation of financial
statements of foreign operations due to exchange rate fluctuations.
6. Total comprehensive income for the period: Increased exchange differences from the translation of
financial statements of foreign operations due to exchange rate fluctuations.
Profits declined due to the decrease in consolidated revenue in the current year. The Company will
continue its efforts to increase the proportion of technology and high-margin products to maintain
profitabilitystabilityandgrowth.
  1. Other comprehensive income (net): Increased exchange differences from the translation of financial statements of foreign operations due to exchange rate fluctuations.

III.Cash flow:

1.Analysis of cash flow change for the this year:

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Year
Item
2023 2024 Variation
Increase
(decrease)
amount
Percentage
(%)
Operatingactivities 4,435,586 973,456 (3,462,130) -78%
Investment activities (2,025,521) (502,292) 1,523,229 75%
Fundraisingactivities (2,518,646) (380,039) 2,138,607 85%
Change analysis:
1. Operating activities: Due to a decrease in accounts payable.
2. Investing activities: Due to the disposal of stock holdings.
3. Financing activities: This is due to the decrease in short-term loans.
The Company currently has sufficient self-owned funds and no liquidity risk. We will also actively
create operating profits and maintainpositive capital flow in the future.
  • 2.Improvement plan for insufficient liquidity: There is currently no cash shortage.

3.Cash liquidity analysis for the coming year:

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Cash balance at the
beginning of the
period (1)
Expected cash
inflow for the
entire year from
operating
activities(2)
Estimated
annual cash
outflow (3)
Estimated cash
balance
(deficiency)
amount (1)+(2)-
(3)
Remedial measures for
estimated cash shortfalls
Investment
Plan
Financing
plan
6,754,713 2,141,603 2,430,626 6,465,590
Analysis of changes in cash flow in 2024:
1. Operatingactivities: We will continue to improve theproductportfolio to increase the revenue andprofit

~103~

to generate cash inflow.

  1. Investing activities: Due to business expansion, continuous investment in production plants and equipment will result in cash outflows.

  2. Financing activities: We will use short-term bank loans to pay cash dividends and short-term capital needs.

IV. The impacts that major capital expenditures have on financial operations in the most recent year.

In response to customer demands and process optimization, capital expenditures have shown an upward trend in recent years, contributing to the Company's revenue and profits. However, the Company has had no major capital expenditures in recent years.

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

(I) Reinvestment policy for the most recent year:

The primary investment target in the near term remains to increase the revenue proportion of automotive products and expand the automotive-related product supply chain. Therefore, the main focus will be on the production and sales of automotive (electric vehicle) related electrical products, supplemented by strategic alliances with other industries, expanding product breadth and production capacity, to increase the proportion of high-margin products and boost profitability.

  • (II)Main reasons for the profit or loss of reinvestment in the most recent year:

The investee incurred losses due to the significant drop in product market prices caused by the aggressive price competition from its main market suppliers, resulting from changes in the industry structure, and the company's operations failing to achieve economies of scale, leading to higher costs.

(III) Improvement Plan:

The Company has reviewed the reinvestment cases regularly to review whether the investment results have reached the original set goals, and modified the investment strategy and investment case evaluation model accordingly to ensure that future reinvestment cases can achieve the policy goals.

(IV)Investment plan for the next year:

Investment plans will be implemented according to the customer needs and capacity planning, the internal investment procedures, and the approval authority.

~104~

VI. Risk Item Appraisal

Risk Management Analysis

(I)The effects that interest rate, exchange rate fluctuations, and inflation have on the profits and losses of the Company as well as the future countermeasures.

  1. The impact of interest rate changes:

Europe, Japan, and the United States have adopted different interest rate adjustment policies due to their respective economic conditions, inflation concerns, and government policies, which will have varying impacts on regional financial markets. The Company's financial leverage ratio is low, and interest expenses are relatively small. However, interest rate changes in various regions may still affect future financial planning. The Company will actively review funding needs and interest rate changes, maintain good relations with financial institutions, flexibly utilize various financing tools, control interest costs, and invest short-term idle funds in stable income-generating financial products to increase interest income and reduce risks arising from interest rate changes.

  1. The impact of exchange rate changes:

The FED's interest rate cut plan will be less aggressive than expected due to unresolved inflation concerns in the United States. Given the ongoing developments of the Russo-Ukrainian War, geopolitical competition, and potential economic slowdown, exchange rate fluctuations in various regions are expected to intensify. The fluctuations in the USD will affect the exchange gains and losses reported in the Company's and its subsidiaries' financial statements. Therefore, the Company will closely observe the fluctuation of exchange rate and refer to the recommendations of professional financial institutions, and adopt the corresponding hedging financial products to avoid the risk that exchange rate changes may affect the Company's profitability.

  1. The impact of inflation:

Global inflation is expected to remain high due to the impact of the U.S. Trump administration's tariff sanctions on imported goods from various countries and the continuous diversification of supply chains. To avoid inflation eroding profits, the Company will continue to monitor the implementation of U.S. tariffs, global logistics and transportation conditions, and supply and demand changes affecting raw material prices, maintain good relations with customers, and adjust cost structures and sales strategies in a timely manner to reduce the risk of inflation fluctuations affecting the Company's profitability.

  • (II) Policies for engaging in high-risk and high-leverage investments, fund loans to others,

~105~

endorsements, and derivative products; main reason for profit or loss; and future countermeasures.

This Company has never engaged in high-risk or highly-leveraged investments. Loaning funds to others, making endorsements/guarantees, and trading of derivatives are handled in accordance with the regulations approved by the Board of Directors and relevant internal controls. The loans to others and endorsements/guarantees are arranged to support the funding needs of subsidiaries. For derivative trading, the Company will carefully assess whether to engage in foreign currency receivables hedging. In the future, the Company will regularly review the execution results and comply with relevant transaction procedures.

(III)Future R&D plans and anticipated investments in R&D expenses:

In the future, we will continue to upgrade the R&D and manufacturing technology of electric vehicle (EV) wiring harnesses (such as high-voltage wiring harnesses, highvoltage line system integration, high-frequency and high-speed wiring harnesses), industrial robot drag chain wiring harnesses, medical high-end wiring harnesses, and customized PCB related products to meet customer needs. The R&D expenses in 2024 are expected to be maintained at 1-2% of annual revenue, about NT$400-500 million, and will be adjusted in a timely manner depending on market competition and customer needs.

(IV) The effects that the key domestic and international policy and law changes have on the financial operations of the Company as well as the countermeasures.

Recently, due to geopolitical competition and frequent extreme weather events, there have been more changes in related policies and regulations. The Company will continuously monitor these changes, make appropriate responses, and maintain normal operations. As of the publication date of this annual report, the Company has not experienced any significant impact on its financial businesses due to changes in important domestic and foreign policies and laws.

(V)Impacts of technological changes (including cyber security risks) and industry changes on the Company's financial operations, and countermeasures.

The Company actively observes industry and market trends and changes. The R&D and Sales Departments communicate closely with customers to jointly develop new products and seize new business opportunities. The IT Department also monitors information security incidents and adjusts control measures to ensure information security. Therefore, as of the publication date of this annual report, technological changes (including information security risks) have not had a significant impact on the Company's financial and business operations.

~106~

(VI) The effects that corporate image have on corporate crisis management and the countermeasures.

At Pan-International, we adhere to the business philosophy of honesty and integrity, care for the community and protects the environment, and strive to invest in ESG-related improvements to maintain a good corporate image. Therefore, we receive praise for our operations and development by customers, suppliers and outsiders. As of the publication date of this annual report, there have been no management crises due to changes in corporate image.

(VII)Expected benefits, possible risks, and countermeasures for mergers and acquisitions.

The Company has no corporate merger and acquisition plans as of the publication date of this annual report, but will review investment opportunities based on customer needs and market changes. If there are such plans in the future, a dedicated unit will make appropriate assessments and avoidance plans to determine the expected benefits and possible risks.

(VIII) Expected benefits and possible risks of plant expansions as well as the countermeasures.

The Company currently has no plans for any major plant expansions. However, the Company will closely observe changes in the global economy, fully communicate with customers, and review production capacity settings dynamically. If there is any demand for plant expansion, a dedicated unit and related technical team will be assigned to conduct a professional feasibility assessment.

(IX) The risks of concentrated procurement or sales as well as the countermeasures.

Except for our affiliates, we have no excessive procurement and sales concentration problem compared with peers. In the future, we will actively develop new customers and suppliers to prevent future risks and enhance competitiveness.

  • (X) The effects and risks that large-number transfers or replacements of directors, supervisors, or major shareholders holding over 10% of the Company's shares have to the Company as well as the countermeasures.

The Company has no such situation.

(XI) The effects and risks that operating rights changes have to the Company as well as the countermeasures.

The Company has no operating rights change related situation.

(XII)Litigation or non-litigation events.

~107~

  1. The Company and its affiliated companies have not experienced any major litigation, non-litigation, or administrative disputes in the last two years and as of the publication date of this annual report.

  2. The directors, president, and substantive persons in charge of the Company have never been convicted or involved in a major litigation, non-litigation, or administrative dispute.

  3. The 2024 Financial Report of Hon Hai Precision Inc. Co., Ltd. (the Company's major shareholder holding over 10% of its shares) has been audited by CPAs. Hon Hai has been undergoing product patent disputes and other lawsuits. However, after the assessment, Hon Hai believes that such lawsuits have no significant impact on its business and financial status. Therefore, Hon Hai's impending lawsuits are assessed to have no significant effect on this Company's financial status.

(XIII) Other important risks and countermeasures: None

VII.Other material issues: None.

~108~

Six. Additional Information

I. Information on affiliates

Related information of affiliates will be posted to the Market Observation Post System at https://emops.twse.com.tw. Please select “Single Company” under the “Electronic Books” tab, enter the year, and click “GO” to find the affiliates files corresponding to Company code. Website:

https://mopsov.twse.com.tw/mops/web/t57sb01_q10

II. Private placement of securities during the most recent year or the current year up to the date of publication of the annual report: None.

III.The holding or disposal of Company shares by subsidiaries in the most recent year to the day this annual report was printed: None.

IV. Other Supplementary Information: None.

Seven. Other matters that have a significant impact on the shareholders equity or the securities prices:

There are no other matters that pose a significant impact on the shareholders equity or the securities prices in the most recent year and as of the publication date of this annual report.

~109~

Pan-International Industrial Corp.

Legal Representative: Lee, Kuang-Yao