AI assistant
PSMC — Annual Report 2025
Apr 24, 2026
52625_rns_2026-04-24_fa25a783-b59f-40cf-9c98-450e48fcec5e.pdf
Annual Report
Open in viewerOpens in your device viewer
TSE Code: 6770
==> picture [140 x 47] intentionally omitted <==
Powerchip Semiconductor Manufacturing Corporation
2025
Annual Report
==> picture [590 x 261] intentionally omitted <==
For more information related to this Annual Report, please visit the following websites Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw Company website: https://www.powerchip.com/zh-tw/financials/annual Printed on February 24, 2026
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Spokesperson
Name: Eric Tang Title: Vice President Tel: (02)25170055#8259 E-mail: [email protected]
Acting spokesperson
Name: Jerry Shao Title: Vice President and Chief Financial Officer Tel: (03)5795000#2066 E-mail: [email protected]
Headquarters
Address: No. 18, Lixing 1[st] Rd., Hsinchu Science Park, Hsinchu City Tel: (03)5656000
Fab P1/2
Address: No. 12, Lixing 1[st] Rd., Hsinchu Science Park, Hsinchu City Tel: (03)5795000
Fab P3
Address: No. 16-1, Lixing Rd., Hsinchu Science Park, Hsinchu City Tel: (03)5791000
Fab 8A
Address: No. 18, Lixing 1[st] Rd., Hsinchu Science Park, Hsinchu City Tel: (03)5656000
Fab 8B
Address: No. 6, Kebei 2[nd] Rd., Zhunan Science Park, Miaoli County
Tel: (037)539200
Stock transfer agent
Name: Capital Securities Corporation Stock Agency Address: B2, No. 97, Sec. 2, Dunhua S. Rd., Taipei City Website: https://www.capital.com.tw Tel: (02)27023999
Certified Public Accountant for the most recent financial report
Name of the Accounting firm: Deloitte Taiwan
Accountant: Ming-Yuan Chung , Mei-Chen, Tsai Address: 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City Website: https://www.deloitte.com.tw Tel: (02)27259988
The name of any exchanges where the Company’s securities are traded offshore, and the method by which to access information on said offshore securities:
Names of Overseas Securities Exchange: Luxembourg Stock Exchange (http://www.bourse.lu)
Disclosed information can be found on the Taiwan Stock Exchange “Market Observation Post System” (https://mops.twse.com.tw) / Individual Company / Equity Changes/ Securities Issuance / Securities / Overseas Securities
Company website: https://www.powerchip.com
Table of Contents
I. LETTER TO SHAREHOLDERS ................................................................................................................ 1 II. CORPORATE GOVERNANCE REPORT................................................................................................. 2 1.INFORMATION ON DIRECTORS, SUPERVISORS, PRESIDENT, VICE PRESIDENT, ASSISTANT VICE PRESIDENT, AND LEADERS OF VARIOUS DEPARTMENTS AND BRANCHES......................................................................................................................................................... 2 2.REMUNERATION OF DIRECTORS, SUPERVISORS, PRESIDENTS AND VICE PRESIDENTS FOR THE MOST RECENT YEAR ............................. 13 3.CORPORATE GOVERNANCE PRACTICES ........................................................................................................................................... 16 4.CERTIFIED PUBLIC ACCOUNTANT (CPA) FEE INFORMATION .......................................................................................................... 55 5.INFORMATION ON REPLACEMENT OF CPA....................................................................................................................................... 55 6.WHETHER THE COMPANY’S CHAIRMAN, PRESIDENTS, AND MANAGERIAL OFFICERS IN CHARGE OF ITS FINANCIAL AND ACCOUNTING OPERATIONS HAVE HELD ANY POSITIONS IN COMPANY’S INDEPENDENT AUDITING FIRM OR ITS AFFILIATES BUSINESS IN THE MOST RECENT YEAR ................................................................................................................................................................................ 55 7.PARTICULARS ABOUT CHANGE IN SHAREHOLDING AND SHARES PLEDGE OF DIRECTORS, SUPERVISORS, MANAGERIAL OFFICERS AND MAJOR SHAREHOLDERS WHO OWN 10% OR MORE OF THE COMPANY’S SHARES DURING THE MOST RECENT YEAR AND AS OF THE DATE OF THIS ANNUAL REPORT ..................................................................................................................................................... 55 8.RELATIONSHIP AMONG THE TOP 10 SHAREHOLDERS ........................................................................................................................ 56 9.SHARES HELD BY THE COMPANY, DIRECTORS, SUPERVISORS, MANAGERIAL OFFICERS AND COMPANIES CONTROLLED DIRECTLY OR INDIRECTLY BY THE COMPANY, AND THE COMPREHENSIVE SHAREHOLDING RATIO BASED ON COMBINED CALCULATION .................. 56 III.CAPITAL OVERVIEW .............................................................................................................................. 57 1.CAPITAL AND SHARES .................................................................................................................................................................... 57 2.CORPORATE BONDS ....................................................................................................................................................................... 58 3.PREFERRED SHARES ....................................................................................................................................................................... 58 4.GLOBAL DEPOSITORY RECEIPTS ..................................................................................................................................................... 58 5.EMPLOYEE STOCK OPTIONS ........................................................................................................................................................... 59 6.ISSUANCE OF NEW RESTRICTED EMPLOYEE SHARES ....................................................................................................................... 62 7.STATUS OF NEW SHARES ISSUANCE IN CONNECTION WITH MERGERS AND ACQUISITIONS ............................................................... 62 8.FINANCING PLANS AND IMPLEMENTATION ..................................................................................................................................... 62 IV. OPERATIONAL HIGHLIGHTS ............................................................................................................... 63 1.BUSINESS CONTENT ....................................................................................................................................................................... 63 2.MARKET AND SALES OVERVIEW .................................................................................................................................................... 66 3.HUMAN RESOURCES ...................................................................................................................................................................... 69 4.INFORMATION ON ENVIRONMENTAL PROTECTION EXPENDITURE ...................................................................................................... 69 5.LABOR RELATIONS ......................................................................................................................................................................... 70 6.CYBERSECURITY MANAGEMENT ..................................................................................................................................................... 71 7. IMPORTANT CONTRACTS ................................................................................................................................................................ 73 V. REVIEW OF FINANCIAL CONDITIONS, FINANCIAL PERFORMANCE, AND RISK MANAGEMENT ......................................................................................................................................... 74 1.ANALYSIS OF FINANCIAL STATUS ................................................................................................................................................... 74 2.FINANCIAL CONDITIONS ................................................................................................................................................................. 74 3.ANALYSIS OF CASH FLOW .............................................................................................................................................................. 75 4.MAJOR CAPITAL EXPENDITURE ITEMS............................................................................................................................................ 75 5.REINVESTMENT POLICY IN THE MOST RECENT YEAR, THE PRIMARY REASONS FOR PROFIT OR LOSS FROM SUCH, AND NEXT YEAR’S IMPROVEMENT AND INVESTMENT PLAN .......................................................................................................................................... 76 6.RISKS THAT NEED BE ANALYZED AND ASSESSED ............................................................................................................................. 76 7.OTHER IMPORTANT MATTERS ........................................................................................................................................................ 78 VI.SPECIAL DISCLOSURE ........................................................................................................................... 79 1.INFORMATION REGARDING THE COMPANY’S AFFILIATED ENTERPRISES .......................................................................................... 79 2.PRIVATE PLACEMENT OF SECURITIES IN THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT….80 3.OTHER MATTERS THAT REQUIRE ADDITIONAL DESCRIPTION. ........................................................................................................... 80 4.ANY MATTER IN THE MOST RECENT YEAR AND UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT WHICH HAS A SIGNIFICANT IMPACT ON SHAREHOLDERS’ EQUITY OR SECURITIES PRICES AS STIPULATED IN SUBPARAGRAPH 2 OF PARAGRAPH 3 OF ARTICLE 36 OF THE SECURITIES AND EXCHANGE ACT ....................................................................................................................................... 80
I. Letter to Shareholders
Dear Shareholders,
In 2025, Powerchip Semiconductor Manufacturing Corporation (“PSMC”) recorded total revenue of NT$46.7 billion, for an increase of 4% (or 8% in US dollar terms) on the previous year. Logic foundry contributed 61% of total annual revenue; memory foundry, 37%; and advanced packaging, 2%. Within the logic foundry segment, revenue from power management ICs and power discrete devices increased from 28% in the previous year to 36%. The proportion of revenue derived from advanced packaging also rose from 0.2% to 2%. However, the new Tongluo Fab has not yet achieved economies of scale, and so PSMC recorded a net loss after tax of NT$7.8 billion for the year.
Looking back at 2025, the global economy continued to be affected by geopolitical tensions and tariff-related uncertainties. Demand for consumer electronics experienced modest growth, partly stimulated by subsidy policies in China; however, the industry continued to face structural challenges including the absence of a “new killer app,” substantial capacity expansion in mature process nodes in China, and the ongoing “China for China” localization policy in the semiconductor sector. As a result, good performance was difficult both in pricing and capacity utilization rates for mature-node wafer foundry services. In addition, intense competition in China’s automotive market posed significant challenges for non-Chinese automakers. The automotive and industrial semiconductor markets experienced only a gradual recovery. 2025 was a year in which advanced process technologies related to AI-driven semiconductor applications remained the relative bright spot.
However, for customers targeting markets outside of China, the supply chain diversification trend driven by geopolitical developments (the “Out of China” trend mentioned above) continues to gain momentum. At the same time, Taiwan’s leadership in AI server manufacturing and advanced semiconductor process technologies has positioned the island at the forefront of global AI hardware. This momentum has in turn driven demand for mature-node foundry services supporting AI server-related applications, including power management ICs (PMICs), silicon interposers, gallium nitride (GaN) devices, and integrated passive devices (IPDs) such as silicon capacitors. Many well-known major enterprises are already in position for pilot production. Beginning in 2026, these products are expected to begin entering mass production, which will generate significant contributions to PSMC’s revenue and profitability. In addition, PSMC has invested for many years in 3D wafer-on-wafer stacking and hybrid bonding technologies (3D WoW hybrid-bonding). Our four-layer 3D_AI_DRAM technology has obtained advanced logic manufacturer certification, and we are working toward eightlayer stacked hybrid bonding. When applied to next-generation edge AI computing applications, this technology will provide high-bandwidth, low-power solutions for Edge AI systems, and will bring the next phase of growth momentum for PSMC.
The Company has recently entered into a comprehensive strategic partnership with Micron Technology. The Board of Directors has already resolved to transfer the Tongluo Fab (P5) to Micron Technology Taiwan in phases within 18 months following the execution of the definitive agreement, in order to support Micron in accelerating and expanding their DRAM deployment in Taiwan. The equipment and personnel at the Fab P5 will be gradually relocated to the Hsinchu facilities without any layoffs or operational disruption. We will also phase out and upgrade aging equipment and low-margin product lines at the Hsinchu Fabs. In addition, Micron has engaged PSMC to provide post wafer fabrication (PWF) services, formally incorporating PSMC into their HBM advanced packaging supply chain and establishing a long-term foundry partnership with PSMC. Micron will also support PSMC in advancing our specialty DRAM foundry business and by giving us access to next-generation DRAM process technologies. Through this collaboration with a world-leading memory manufacturer, we expect to optimize PSMC’s financial structure, technology roadmap, and operational fundamentals, thus moving toward the vision of stable profitability and sustainable development. Furthermore, the cooperation project with Tata Electronics in India continues to proceed as planned, with good mutual engagement. To date, technical service fees have reached US$143 million, with no delays in payment. We and Tata have also initiated further collaboration to jointly expand the logic IC semiconductor market in India.
2025 marked the bottom of the operational cycle. In 2026, PSMC will embark on our fourth transformation, leveraging our technological innovation and the synergies we have generated through collaboration with customers and strategic partners. We believe that 2026 is a year to look forward to. We will continue to uphold our core values of integrity, service, quality, and innovation by strengthening technology research and development, advancing product innovation, and expanding into global markets. We also remain committed to ESG and sustainable development principles of promoting environmental stewardship, giving back to society, and strong corporate governance, so as to share prosperity with our customers, society, and the environment. We would like to again express our sincere gratitude to you, our shareholders, for your long-standing support and trust in PSMC. We will continue to make every effort to create greater value for our shareholders and to fulfill our commitment to stable profitability and sustainable development.
==> picture [182 x 62] intentionally omitted <==
1
II. Corporate Governance Report
1.Information on directors, supervisors, president, vice president, assistant vice president, and leaders of various departments and branches
(1)Directors
1)Information of directors
| As of 2026.01.31;share;% | As of 2026.01.31;share;% | As of 2026.01.31;share;% | As of 2026.01.31;share;% | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality/ Place of incorporation |
Name | Gender / Age |
Date of Elected |
Term (Years) |
Date of First Elected |
Shareholding when Elected |
Current Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Experience(Education) | Other Position | Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Note | ||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||||
| Chairman | ROC | Frank Huang | Male 71~80 years old |
2023.05.30 | 3 | 2008.04.01 | 115,855,061 | 2.85 |
115,881,202 | 2.74 |
348,350 |
0.01 | - |
- | M.D., Medicine at Mount Sinai of Icahn School, the City University of New York Technology/Strategy Officer of Powerchip Technology Corporation |
CEO of Powerchip Semiconductor Manufacturing Corporation Chairman of Aerovision Avionics, Inc. Chairman of Syntronix Corporation Chairman of Zei-Li Investment Corporation Chairman of Teknowledge Development Corporation Chairman of Biogate Precision Medicine Corporation Chairman of Skyvision Aviation Corporation Chairman of Powerchip Investment Holding Corporation Chairman of Powerax Quantum Electronic Corporation Chairman of Retronix Technology Inc. Chairman of Powerchip Micro Device Corporation Chairman of Biorex Rejuvenate Medical Technology Corporation Director of AI Memory Corporation Director of Optigate Quantum Technology Inc. Chairman of Powerchip Cultural Foundation Chairman of Powerchip Environmental Protection Foundation Director of Li-Ren Education Foundation Managing Director of Sinocon Industrial Standards Foundation |
- |
- | - | Note 1 |
| Vice Chairman |
ROC | Brian Shieh | Male 71~80 years old |
2023.05.30 | 3 | 2008.04.01 | 2,807,029 | 0.07 |
2,807,029 |
0.07 |
- |
- | - | - | PhD degree in Electrical Engineering, University of Cincinnati, Ohio Associate Professor and Director of Research Center in the Department of Electrical Engineering, University of Texas at Arlington Deputy CEO and Chief Technology Advisor of Powerchip Technology Corporation Deputy CEO and President of Powerchip Semiconductor ManufacturingCorporation |
Director of AI Memory Corporation |
- | - | - | - |
| Director | ROC | Powerchip Investment Holding Corporation |
- | 2023.05.30 | 3 | 2008.04.01 | 825,486,370 | 20.30 |
826,986,370 | 19.57 |
- |
- | - | - | - | - | - | - | - | - |
| ROC | Representative: Wen-Liang Chen (Note2) |
Male 51~60 years old |
2025.03.11 | 1 | 2025.03.11 | - | - | - | - | - | - | - | - | Ph.D. in Applied Physics, Yale University, USA Senior R&D Manager of Cypress Semiconductor Corporation, USA President of Cascade Semiconductor Corporation, USA Manager of R&D Department of Intel Corporation, USA |
Chairman , CEO and CTO of AP Memory Director of AI Memory Corporation Director of AP Memory Corp., USA Director of VIVR Corporation Director of Onecent Technology Ltd. Director of HamminX Ltd. Supervisor of AP Memory Technology Legal Representative of VIVR Corporation, Taiwan Branch |
- |
- | - | - | |
| Director | ROC | Jendan Investment Inc. |
- | 2023.05.30 | 3 | 2020.05.27 | 16,451,676 | 0.40 |
16,451,676 |
0.39 |
- |
- | - | - | - | - | - | - | - | - |
2
| Title | Nationality/ Place of incorporation |
Name | Gender / Age |
Date of Elected |
Term (Years) |
Date of First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience(Education) | Other Position | Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||||
| ROC | Representative: Martin Chu |
Male 61~70 years old |
2023.05.30 | 3 | 2015.06.17 | - | - | 688,699 | 0.02 |
- |
- | - | - | Master degree in Industrial Engineering, Pennsylvania State University General Manager of Foundry Business Unit of Powerchip Technology Corporation President of Maxchip Electronics Corporation |
President of Powerchip Semiconductor Manufacturing Corporation Director of PSMC Japan Corp. |
- |
- | - | - | |
| Independent Director |
ROC | Chong-Yu Wu | Male 71~80 years old |
2023.05.30 | 3 | 2020.11.24 | - | - | - | - | - | - | - | - | PhD degree in Electronics Engineering, National Chiao Tung University Former President, National Chiao Tung University Emeritus Professor, National Chiao Tung University Independent Director of Amazing Microelectronic Corporation Independent Director of Leadtrend TechonlogyCorporation |
Chairman and CTO of A-Neuron Electronic Corporation Independent Director of MediaTek Inc. Director of Amazing Microelectronic Corporation |
- |
- | - | - |
| Independent Director |
ROC | Jia-Lin Chang | Male 51~60 years old |
2023.05.30 | 3 | 2020.11.24 | - | - | - | - | - | - | - | - | PhD degree in Electrical Engineering, Princeton University MBA of the Wharton School, University of Pennsylvania Global partner of the Goldman Sachs Group, Inc. President of HTC Corporation Semiconductor engineer of Motorola,Inc. |
Chairman of Changing. AI Inc. Chairman of Changing. AI Insurance Inc. Chairman of WonderFull Inc. |
- | - | - | - |
| Independent Director |
ROC | Shu Ye | Male 61~70 years old |
2023.05.30 | 3 | 2021.07.02 | 41,222 | 0.00 |
41,222 |
0.00 |
- |
- | - | - | PhD degree in Accounting, University of California, Los Angeles CFO and Executive Vice President of Chunghwa Telecom Co., Ltd. Independent Director of Chunghwa Telecom Co., Ltd. Independent Director of AP Memory Technology Corporation Professor of the Department of Accounting, National Taiwan University |
Independent Director of GEM Services, Inc. Adjunct Professor of the Department of Accounting, National Taiwan University |
- |
- | - | - |
| Independent Director |
ROC | Chun-Shen Chen |
Male 61~70 years old |
2023.05.30 | 3 | 2022.06.17 | - | - | - | - | 5,000 | 0.00 | - |
- | Master degree in Business Administration, Missouri Columbia University Global President and CEO of Acer Incorporated Senior Vice President of Global Sales and Marketing of TSMC Vice President of Business Development of TSMC Global Vice President of Sales and Marketing of Intel Corporation |
Chairman and CEO of Acer Incorporated Chairman of Weblink International Inc. 、Acer E-Enabling Service Business Inc. 、Acer BeingCommunication Inc. 、Acer Its Inc. 、AcerBeingware Holding Inc. 、Acer Asset Management Incorporated 、Mu Zhen FinancialLimited 、Mu Shi Financial Limited、AcerDigital Service Co. 、AcerSoftCapital Incorporated Director of FocalTech Systems Co., Ltd. 、AOPEN Incorporated 、Beijing Altos ComputingLimited 、Altos Computing Inc.、Acer MedicalInc. 、Acer (Chongqing) Ltd.、Acer BeingSignage Inc. 、Acer Cloud Technology (Taiwan)Inc. 、Acer Computer (Shanghai) Ltd.、AcerCloud Technology (Chongqing) Ltd. 、AcerGaming Inc. 、Acer Gadget Inc.、Pecer Bio-Medical Technology Incorporated 、MPS EnergyInc. 、Protrade Applied Materials Corp. 、Yunchuan Enterprise Co., Ltd. Director of Acer America Corporation 、AcerAmerican Holdings Corp. 、Acer Asia PacificSdn Bhd 、Acer Cloud Technology Inc.、AcerComputer(Far East) Limited 、Acer EuropeSA 、Acer European Holdings SA 、AcerHoldings International, Incorporated 、 |
- |
- | - | - |
3
| Title | Nationality/ Place of incorporation |
Name | Gender / Age |
Date of Elected |
Term (Years) |
Date of First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience(Education) | Other Position | Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||||
DropZone(Hong Kong) Limited 、DropZoneHolding Limited 、Boardwalk Capital HoldingsLimited 、Acer Technology And BusinessDevelopment Pte. Ltd. |
||||||||||||||||||||
| Independent Director |
ROC | Shih-Lun Tsao | Male 51~60 years old |
2023.05.30 | 3 | 2023.05.30 | - | - | - | - | - | - | - | - | Executive Master of Business Administration in Information Management, National Taiwan University Master of Business Administration, Baruch College - The City University of New York Chief Executive officer of Southeast Asia, SEMI Director and President of International Data Corporation of Taiwan |
Global Chief Marketing Officer and President of Taiwan, SEMI Director of Ye Slang Enterprise Co., Ltd. |
- |
- | - | - |
Note 1: If the chairman, president or the person with equivalent position (the top managerial officer) of the Company are the same person, each other’s spouses or first-degree relatives, the reason, rationality, necessity and corresponding information shall be provided:
-
(1)The chairman of the Company concurrently serves as the chief executive officer in order to respond to the needs of the Company’s organizational development, as well as to be responsible for the sustainable operation of the Company and maintaining a smooth communication channel with the directors, so that all directors have sufficient information to know the Company’s operating status and future operating policies, and to improve operational performance and management effectiveness.
-
(2)The independent directors are more than half of the Company’s board members, and the number of directors who are also employees and managerial officers of the Company does not exceed one third of the board seats.
-
(3)The current five independent directors possess expertise in finance, accounting, high tech, the semiconductor industry, etc. respectively, which gives full play to their supervisory functions.
-
(4)The members of all functional committees are mostly composed of independent directors, who can fully discuss various important issues and give advice to the Board of Directors so as to strengthen the check and balance mechanism and implement corporate governance.
-
Note 2: The institutional director Powerchip Investment Holding Corporation, changed its representative on March 11, 2025, from Mr. Charles Hsu to Mr. Wen-Liang Chen.
4
2)Major shareholders of PSMC’s institutional shareholders
| Major shareholders of PSMC’s institutional shareholders | |
|---|---|
| As of 2026.01.31 | |
| Name of Institutional Shareholders | Major Shareholders |
| Jendan Investment Inc. | Frank Huang (99.92%) |
| Yu Siou Huang (0.08%) | |
| Powerchip Investment Holding Corporation | Frank Huang (4.75%) |
| Jia Yi Chen(2.88%) | |
| Synage TechnologyCorporation(1.34%) | |
| Resen Corporation(1.25%) | |
| Min Huei Chen(1.13%) | |
| Novax Technologies Inc.(0.78%) | |
| Deutron Electronics Corporation(0.74%) | |
| Jendan Investment Inc.(0.73%) | |
| Zei Li Investment Corporation(0.73%) | |
| Yuan LongInvestment Ltd.(0.63%) |
3)Major shareholders of PSMC’s major institutional shareholders
As of 2026.01.31
| As of 2026.01.31 | |
|---|---|
| Name of Institutional Shareholders | Major Shareholders |
| Synage Technology Corporation | Novax Technologies Inc. (39.30%) Powerchip Investment Holding Corporation (26.37%) Li Hsin Investment Corporation (21.53%) Universal Venture Fund, Inc. (3.46%) Zei Li Investment Corporation (1.16%) Teknowledge Development Corporation (1.02%) Power World Fund, Inc. (0.88%) Deutron Electronics Corporation (0.82%) Syntronix Corporation (0.42%) Yue Shan Investment Corporation(0.26%) |
| Resen Corporation | Li-Yuan Investment Corporation(100%) |
| Novax Technologies Inc. | Synage Technology Corporation (25.10%) Powerchip Investment Holding Corporation (24.54%) Li Hsin Investment Corporation (20.40%) Universal Venture Fund, Inc. (8.15%) Power World Fund, Inc. (5.20%) Teknowledge Development Corporation (2.72%) Aerovision Avionics, Inc. (1.65%) Yu Siou Huang (1.07%) Yue Shan Investment Corporation (0.99%) Frank Huang (0.88%) |
| Deutron Electronics Corporation | Zei Li Investment Corporation (23.90%) Teknowledge Development Corporation (10.26%) Quantum Vision Corporation (8.31%) Resen Corporation (5.80%) Novax Technologies Inc. (5.22%) Yuan Long Investment Ltd. (4.85%) Li Hsin Investment Corporation (4.75%) Li Yuan Investment Corporation (4.72%) Jendan Investment Inc. (4.48%) Powerchip Investment Holding Corporation (4.13%) |
| Jendan Investment Inc. | Frank Huang (99.92%) Yu Siou Huang (0.08%) |
| Zei Li Investment Corporation | Deutron Electronics Corporation (77.94%) Li Hsin Investment Corporation (7.53%) Quantum Vision Corporation (4.64%) Teknowledge Development Corporation (3.95%) Powerchip Investment Holding Corporation (3.30%) Synage Technology Corporation (2.54%) Anax Technology Corporation(0.09%) |
| Yuan Long Investment Ltd. | Molecatex Inc. (99.99%) IChung Chang (0.01%) |
5
| 4)Disclosure of information asprofessionalqualifications and independent status of directors and independent directors | 4)Disclosure of information asprofessionalqualifications and independent status of directors and independent directors | 4)Disclosure of information asprofessionalqualifications and independent status of directors and independent directors | 4)Disclosure of information asprofessionalqualifications and independent status of directors and independent directors |
|---|---|---|---|
| Qualification Name |
Professional qualifications and experience |
Independent status(Note) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
| Chairman Frank Huang |
(1)Possesses five or more years of work experience in business, finance, and work-related fields, he graduated from the Icahn School of Medicine at Mount Sinai, the City University of New York with a M.D. in neurosurgery. He was awarded an honorary doctorate by National Yang Ming Chiao Tung University in 2022, and possesses abundant knowledge and management experience in related industries. (2)He is the founder and Chairman of Powerchip Investment Holding Corporation and the Chairman and CEO of the Company, with expertise in fields such as healthcare and information technology. He is well experienced in operational management, strategic planning, and crisis handling, leading the Company in becoming an industry pioneer and achieving sustainable development; and not been a person of anyconditions defined in Article 30 of the CompanyAct. |
Not Applicable |
0 |
| Vice Chairman Brian Shieh |
(1)Possesses five or more years of lecturer and work experience in business, law, finance, accounting or corporate business related fields, he graduated with a Ph.D. in electrical engineering from the University of Cincinnati, Ohio. He previously served as an Associate Professor in the Department of Electrical Engineering of the University of Texas, and received the Outstanding Young Faculty Research Award in Texas, with experience in both the industry and academe. (2)He is currently the Vice Chairman of the Company, specializing in the fields of engineering technology and organizational leadership, and not been a person of any conditions defined in Article 30 of the CompanyAct. |
0 | |
| Director Wen-Liang Chen |
(1)Possesses five or more years of work experience in business, finance, and work-related fields, he graduated with a Ph.D. in Applied Physics from the Yale University, USA. He previously worked as the Manager of R&D Department of Intel Corporation, President of Cascade Semiconductor Corporation, Senior R&D Manager of Cypress Semiconductor Corporation in the USA. Brings a wealth of experience and expertise in the semiconductor industry and management. (2)Currently serving as the Chairman, CEO and CTO of AP Technology Co., Ltd., specializing in semiconductor technology and industry management; and not been a person of any conditions defined in Article 30 of the CompanyAct. |
0 | |
| Director Martin Chu |
(1)Possesses five or more years of lecturer in business, law, finance, accounting or corporate business related fields, and work experience in corporate planning, marketing, and operational management. Holds a master’s degree in industrial engineering from Pennsylvania State University, USA. Has held various positions in the semiconductor industry, including General Manager of Foundry Business Unit at Powerchip Technology Corporation, President of Maxchip Electronics Corporation, and General Manager of the Logic Business Group at the Company. Brings a wealth of experience and expertise in the semiconductor industry and management. (2)Currently serving as President of the Company, with expertise in semiconductor operational planning, management, and marketing, with capability and experience in business operating judgment and management. He also possesses abundant management experience in the semiconductor industry, leading the Company in implementing decision-making, strengthening corporate governance, and promoting environmental sustainability, and not been a person of any conditions defined in Article 30 of the CompanyAct. |
0 |
6
| Qualification Name |
Professional qualifications and experience |
Independent status(Note) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Independent Director Chong-Yu Wu |
(1)Possesses five or more years of work experience in business, finance, and work related fields, he graduated from National Chiao Tung University with a Ph.D. in electronic engineering, specializing in semiconductor IC design. He is the former President and a Professor Emeritus of National Chiao Tung University, and an expert in the domestic IC design industry. He founded the National Chip Implementation Center and led the first analog IC laboratory in Taiwan, cultivating many top IC design talents. (2)He is currently a Professor Emeritus at National Yang Ming Chiao Tung University and Chairman and CTO of A-Neuron Electronic Corporation. He is also the convener of the Company’s Audit Committee, specializing in healthcare and engineering technology, with capabilities and experience in judgment and management of business operations. |
The independent director met the requirements of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies by the Financial Supervisory Commission” and Article 14-2 of Securities and Exchange Act in the two years before the election and during their tenure. |
1 |
| Independent Director Jia-Lin Chang |
(1)Possesses five or more years of work experience in business, finance, and work related fields, he received a Ph.D. degree in electrical engineering from Princeton University and an MBA degree from the Wharton School of the University of Pennsylvania. He previously worked as a global partner at Goldman Sachs Group Inc., President and CFO at HTC Corporation, and a Semiconductor Engineer at Motorola Inc., with extensive experience in the semiconductor industry, high-tech industry, and international capital markets. (2)He is the founder and Chairman of Changing. AI Inc. He is also the convener of the Company’s Nomination Committee, specializing in finance, investment, and information technology, with capabilities and experience in judgment and management of business operations, as well as extensive industryexperience. |
0 |
|
| Independent Director Chun-Shen Chen |
(1)Possesses five or more years of work experience in business, finance, and work related fields, he graduated from National Cheng Kung University with a Bachelor’s degree in transportation management, and earned a Master’s degree in Business Administration from the University of Missouri. He previously served as the Senior Vice President of Global Sales and Marketing at Taiwan Semiconductor Manufacturing Corporation and as Vice President of Global Business and Marketing at Intel Corporation. (2)He is currently the Chairman and CEO of Acer Inc. He is also the convener of the Company’s Remuneration Committee, specializing in information technology and finance, with capabilities and experience in leadership,decision-makingand management. |
0 |
|
| Independent Director Shu Ye |
(1)Possesses five or more years of work experience in business, finance, and work related fields, he holds a Ph.D. degree in accounting from the University of California, Los Angeles, specializing in international financial accounting. He previously served as the CFO and as an independent director of Chunghwa Telecom Co., Ltd., as well as the independent director of AP Memory Technology Corporation. He is well experienced in financial statement preparation and disclosure, corporate governance regulations, and possesses extensive practical experience in finance and accounting. (2)He is currently an adjunct Professor in the Department of Accounting at National Taiwan University. His expertise lies in the professional fields of finance and accounting with abilities and experience in judgment and management of business operations. |
1 |
7
| Qualification Name |
Professional qualifications and experience |
Independent status(Note) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|---|---|---|---|
| Independent Director Shih-Lun Tsao |
(1)Possesses five or more years of work experience in business and corporate operations, holding a Master’s degree from National Taiwan University in Information Management, EMBA and a Master’s degree in business administration from the Baruch College, the City University of New York. Previously served as the Managing Director of IDC Taiwan and Marketing Manager for the Asia Pacific region at Trend Micro Incorporated. Possesses extensive experience in managing technology and microelectronics industries, as well as expertise in branding and marketing exhibitions, contributing to the sustainable growth of the semiconductor industry in Taiwan. (2)Currently serving as Global Chief Marketing Officer and President of SEMI Taiwan, and familiar with the development trends of the semiconductor industry. Proficient in technology industry research, trend analysis, corporate branding marketing strategies, and management of bothpublic associations and businesses. |
0 |
Note: According to the Rules Governing Review of Securities Listings as well as the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, the Company has obtained the statement of independence for each Independent Director and confirms that all of them meet the independence requirements stipulated by laws and regulations.
-
5)Diversity and independence of the Board of Directors
-
1 Diversity of the Board of Directors:
-
a. The composition of the Company’s Board of Directors is stipulated in Article 20 of the “Corporate Governance Best Practice Principles”. The diversity policy ensures that diversity is considered when composing the Board: the number of directors concurrently serving as managerial officers of the Company cannot exceed one-third of the total seats, and the Company must establish appropriate diversity guidelines based on its operations, business model, and development needs. These guidelines must include, but are not limited to, the following two major aspects:
-
a)Basic conditions and value: gender, age, nationality, culture, racial and ethnic group.
-
b)Professional knowledge and skills: Professional background (ex: Accounting, Industry, Finance or Technology), Professional capabilities and Industrial experience.
-
Board members must generally possess the necessary knowledge, skills, and competencies required for their duties. To achieve the ideal goals of corporate governance, the Board as a whole should have the following capabilities: operational judgment capability, business management capability, leadership and decision-making capability, crisis management capability, industry knowledge, and international market outlook.
-
b. The specific goals and achievement status of the Company’s board diversity policy for 2025:
-
The Company’s Board of Directors consists of nine members, including three directors who are also employees, which does not exceed one-third of the total seats. The Board is composed of members from diverse backgrounds, and includes the president of national university, healthcare experts, financial experts and scholars in the fields of accounting and strategic management, and professionals from the semiconductor and electronics industries. All Board members possess a comprehensive understanding of the upstream and downstream dynamics of the technology industry and industry trends, enabling each director to provide the Company with professional insights from different perspectives.
Management objectives of the current Board: The Company prioritizes gender equality in the composition of its Board of Directors. In future Board elections, the Company plans to add one female director per term to progressively achieve the goal of having female directors hold at least one-third of the Board seats.
c. The Company’s implementation of the members of the Board diversity policy as follows:
| Cor Name |
e of diversify | Basic | composit | ion | ion | ion | Professional k | nowledge an | d capabilitie | s | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee | Nationality | Gender | Age | Pr | ofessional | backgrou | nd | Operational judgment capability |
Business management capability |
Leadership and decision- making capability |
Risk managemen t capability |
Industry knowledge |
Internationa l market outlook |
Major industrial experience | ||||
| 51-60 | 61-70 | 71-80 | Accounting | Industry | Finance | Technology | ||||||||||||
| Director | Frank Huang |
v | R.O.C. | Male | v | v | v | v | v | v | v | v | v | Semiconductor, Healthcare, Biotechnology |
||||
| Brian Shieh | v |
Male | v | v | v | v | v | v | v | v | v | Semiconductor, AI | ||||||
| Wen-Liang Chen |
Male | v | v | v | v | v | v | v | v | v | Semiconductor, AI | |||||||
| Martin Chu | v |
Male | v | v | v | v | v | v | v | v | v | Semiconductor, AI | ||||||
| Independent Director |
Chong-Yu Wu |
Male | v | v | v | v | v | v | v | v | v | Semiconductor IC Design | ||||||
| Jia-Lin Chang |
Male | v | v | v | v | v | v | v | v | v | v | Finance, Communication Network,AI |
||||||
| Shu Ye | Male | v | v | v | v | v | v | v | v | v | v | v | Communication Network | |||||
| Chun-Shen Chen |
Male | v | v | v | v | v | v | v | v | v | Computer and Peripherals | |||||||
| Shih-Lun Tsao |
Male | v | v | v | v | v | v | v | v | v | Semiconductor, Technology Industry |
8
-
2 Board of Directors’ Independence:
-
a. Among the Company’s nine current directors, five serve as independent directors, accounting for 55.56% of the total Board members. This complies with Article 14 of the Securities and Exchange Act and the Corporate Governance 3.0- Sustainable Development Roadmap. It demonstrates that the independent directors of the Company objectively exercise their duties, assess the control of existing or potential risks, and fulfill their supervisory role in overseeing the Company’s operations.
-
b. There are no situations among the directors and independent directors where they are spouses, relatives within the second degree of kinship, or representatives of the same legal entity, as defined in Paragraphs 3 of Article 26-3 of the Securities and Exchange Act.
-
c. To enhance the quality of supervision, non-employee directors account for six seats among the Board members, representing 66.67% of the total Board members.
All Board members of the Company possess extensive practical experience and outstanding leadership and decision-making skills. As of the end of 2025, none of the Board members have been involved in any of the circumstances listed in Article 30 of the Company Act, and all independent directors fully comply with the regulations set forth by the Financial Supervisory Commission, indicating the independence of the Company’s Board of Directors.
| Commission,indicatingthe independence of the Company’s Board of Directors. | |
|---|---|
| Management Goals | Achievement Status |
| The number of independent directors exceeds one-third of the board seats. | Achieved |
| All directors and independent directors have no situations falling under Article 26-3 of the Securities and Exchange Act. |
Achieved |
| It is advisable that the number of the directors who concurrently serve as the managerial officers of the Companyshould not exceed one-third of the board seats. |
Achieved |
9
(2)Information on the president, vice president, assistant vice president, and leaders of various departments and branches
| As of 2026.01.31;Share; % | As of 2026.01.31;Share; % | As of 2026.01.31;Share; % | As of 2026.01.31;Share; % | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name |
Gender Age |
Date Effective |
Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Position | Managerial off are spouses o Two Degrees o |
icers who r Within f Kinship |
Note | ||||
| Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||
| Chairman and CEO |
ROC | Frank Huang |
Male 71-80 |
2019.05.01 | 115,881,202 | 2.74 |
348,350 | 0.01 |
- |
- | M.D., Medicine at Mount Sinai of Icahn School, the City University of New York Technology/Strategy Officer of Powerchip Technology Corporation |
Chairman of Aerovision Avionics, Inc. Chairman of Syntronix Corporation Chairman of Zei-Li Investment Corporation Chairman of Teknowledge Development Corporation Chairman of Biogate Precision Medicine Corporation Chairman of Skyvision Aviation Corporation Chairman of Powerchip Investment Holding Corporation Chairman of Powerax Quantum Electronic Corporation Chairman of Retronix Technology Inc. Chairman of Powerchip Micro Device Corporation Chairman of Biorex Rejuvenate Medical Technology Corporation Director of AI Memory Corporation Director of Optigate Quantum Technology Inc. Chairman of Powerchip Cultural Foundation Chairman of Powerchip Environmental Protection Foundation Director of Li-Ren Education Foundation Managing Director of Sinocon Industrial Standards Foundation |
- |
- | - | Note 1 |
| President | ROC | Martin Chu |
Male 61-70 |
2019.05.01 | 688,699 |
0.02 |
- |
- | - | - | Master degree in Industrial Engineering, Pennsylvania State University General Manager of Foundry Business Unit of Powerchip Technology Corporation President of MaxchipElectronics Corporation |
Director of PSMC Japan Corp. |
- | - | - | - |
| Vice President and CFO |
ROC | Jerry Shao |
Male 51-60 |
2019.05.01 | 548,000 |
0.01 |
- |
- | - | - | Master degree in International Business, National Taiwan University Special Assistant of President of Powerchip Technology Corporation Vice President of Powerchip Technology Corporation |
Supervisor of PSMC Japan Corp. Supervisor of Powerlux(Xuzhou) Co., Ltd. |
- | - | - | - |
| Vice President and Information Security Officer |
ROC | Peter Chen |
Male 61-70 |
2019.05.01 | 1,056,707 |
0.03 |
5,422 |
0.00 |
- |
- | Bachelor degree in Electrical Engineering, National Taiwan Ocean University Director of West America Office of Electronic Research Laboratories, Industrial Technology Research Institute Director of Procurement Division of Powerchip Investment Holding Corporation Vice President of Administration of Rexchip Electronics Corporation Vice President of Powerchip Technology Corporation |
- |
- | - | - | - |
| Vice President | ROC | James Liu |
Male 51-60 |
2019.05.01 | 133,449 |
0.00 |
8,957 |
0.00 |
- |
- | Master degree in Industrial Engineering, National Chiao Tung University Director of Production Planning Division of Powerchip Technology Corporation Director and EVP of Renesas SP Drivers Inc. |
Supervisor of Syntronix Corporation |
- | - | - | - |
10
| Title | Nationality | Name |
Gender Age |
Date Effective |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Position | Managerial off are spouses o Two Degrees o |
Managerial off are spouses o Two Degrees o |
icers who r Within f Kinship |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||
| Vice President of Powerchip Technology Corporation |
||||||||||||||||
| Vice President | ROC | Eric Tang |
Male 61-70 |
2019.05.01 | - |
- | - | - | - | - | Master degree, National Taiwan University Special Assistant of Powerchip Technology Corporation Vice President of Powerchip Technology Corporation |
Director of Novax Technologies, Inc. Director of Tang Ya Investment Corporation Independent Director of Micro Silicon Electronics Co., Ltd. Supervisor of Teknowledge Development Corporation |
- |
- | - | - |
| Vice President | ROC | Hammer Chien |
Male 61-70 |
2019.05.01 | 1,549,129 |
0.04 |
- |
- | - | - | Master degree in Material Science and Engineering, National Tsing Hua University Senior Vice President of Maxchip Electronics Corporation |
- |
- | - | - | - |
| Vice President | ROC | S.Z. Chang |
Male 61-70 |
2019.05.01 | 866,211 |
0.02 |
- |
- | - | - | PhD degree in Electrical Engineering, National Taiwan University Deputy Director of Taiwan Semiconductor Manufacturing Co., Ltd. Assistant Vice President of Powerchip Technology Corporation |
Director of Syntronix Corporation |
- | - | - | - |
| Vice President | ROC | Ming- Xun Tsai |
Male 51-60 |
2019.05.01 | 50,867 |
0.00 |
- |
- | - | - | Master degree in Electronics Engineering, Stony Brook University Senior Technical Director of Powerchip TechnologyCorporation |
Director of Maxram Inc. |
- | - | - | - |
| Vice President | ROC | De-Yuan Wu |
Male 61-70 |
2019.11.18 | 124,347 |
0.00 |
- |
- | - | - | Master degree in Electronics Engineering, National Chiao Tung University Technical Director of United Microelectronics Corporation(UMC) |
Director of Powerax Quantum Electronic Corporation |
- |
- | - | - |
| Assistant Vice President and Corporate Governance Supervisor |
ROC | Mei- Shan Hsu |
Female 51-60 |
2021.04.09 |
11,086 |
0.00 |
279 |
0.00 |
- |
- | Bachelor degree in Business Administration, National Taiwan University of Science and Technology Acting Deputy Manager and Head of the Stock Affairs Division, New Asia Construction & Development Corporation Financial Officer of Powerchip Technology Corporation |
- |
- | - | - | - |
| Assistant Vice President |
ROC | Jian-De Jiang |
Male 51-60 |
2021.04.09 | 351,165 |
0.01 |
327 |
0.00 |
- |
- | Master degree in Materials Science and Engineering, National Tsing Hua University Senior Director of Powerchip Technology Corporation |
- |
- | - | - | - |
| Assistant Vice President |
ROC | Hung- Chi Pai |
Male 51-60 |
2024.02.20 | 394,505 |
0.01 |
11,051 |
0.00 |
- |
- | Master degree in Materials Science and Engineering, National Tsing Hua University FactoryChief of MaxchipElectronics Corporation |
- |
- | - | - | - |
| Assistant Vice President |
ROC | Chiung- Chun Lee |
Male 51-60 |
2024.02.20 | 415 |
0.00 |
158 |
0.00 |
- |
- | Master degree in Chemical Engineering, National Tsing Hua University Factory Chief of Powerchip Technology Corporation |
- |
- | - | - | - |
| Assistant Vice President |
ROC | Bryan Lin |
Male 51-60 |
2024.02.20 | 91,234 |
0.00 |
- |
- | - | - | Master degree in Chemical Engineering, National Taiwan University EMBA in National Yang Ming Chiao Tung University Director of Micron Technology Tauwan Corporation |
- |
- | - | - | - |
| Assistant Vice President |
ROC | Tim Hung |
Male 51-60 |
2024.08.13 | 44,564 |
0.00 |
- |
- | - | - | Bachelor degree in Electrical Engineering, National Tsing Hua University Assistant Vice President of TongHsingElectronic |
- |
- | - | - | - |
11
| Title | Nationality | Name |
Gender Age |
Date Effective |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Position | Managerial off are spouses o Two Degrees o |
Managerial off are spouses o Two Degrees o |
icers who r Within f Kinship |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||
| Accounting Supervisor |
ROC | Chui- Yuan Qiu |
Male 61-70 |
2019.05.01 | 362,502 |
0.01 |
- |
- | - | - | Master degree in Accounting, Chung Yuan Christian University Senior Director of Accounting Division and Accounting Supervisor of Powerchip Technology Corporation |
- |
- | - | - | - |
Note: If the chairman, president or the person with equivalent position (the top managerial officer) of the Company are the same person, each other’s spouses or first-degree relatives, the reason, rationality, necessity and corresponding information shall be provided:
-
(1)The chairman of the Company concurrently serves as the chief executive officer in order to respond to the needs of the Company’s organizational development, as well as to be responsible for the sustainable operation of the Company and maintaining a smooth communication channel with the directors, so that all directors have sufficient information to know the Company’s operating status and future operating policies, and to improve operational performance and management effectiveness.
-
(2)The independent directors are more than half of the Company’s board members, and the number of directors who are also employees and managerial officers of the Company does not exceed one third of the board seats.
-
(3)The current five independent directors possess expertise in finance, accounting, high tech, the semiconductor industry, etc. respectively, which gives full play to their supervisory functions.
-
(4)The members of all functional committees are mostly composed of independent directors, who can fully discuss various important issues and give advice to the Board of Directors so as to strengthen the check and balance mechanism and implement corporate governance.
12
2.Remuneration of directors, supervisors, presidents and vice presidents for the most recent year
(1)Remuneration of directors (including independent directors)
| 2025,Unit: NT$thousand | 2025,Unit: NT$thousand | 2025,Unit: NT$thousand | 2025,Unit: NT$thousand | 2025,Unit: NT$thousand | 2025,Unit: NT$thousand | 2025,Unit: NT$thousand | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration of Directors | Amount and Ratio of Total Remuneration (A+B+C+D) and proportion of Net Income(%) |
Relevant Remuneration Received by Direc | tors Who are Also Employees | Amount and Ratio of Total Compensation (A+B+C+D+E+F+G) and proportion of Net Income(%) |
Remuneratio n from ventures other than subsidiaries or from the parent company |
|||||||||||||||
| Base Compensation (A) |
Severance Pay (B) |
Directors Compensation (C) |
Allowances (D) |
Salary, Bonuses, and Allowances (E) |
Severance Pay (F) |
Employee Compensation (G) |
||||||||||||||||
| PSMC | All Company in the consolidated financial statements |
PSM C |
All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Frank Huang | - | - | - | - | - | - | 120 | 120 | 120 (0.00%) |
120 (0.00%) |
33,394 | 33,394 | - | - | - | - | - | - | 33,514 (0.43%) |
33,514 (0.43%) |
- |
| Vice Chairman |
Brian Shieh | - | - | - | - | - | - | 120 | 120 | 120 (0.00%) |
120 (0.00%) |
7,103 | 7,103 | - | - | - | - | - | - | 7,223 (0.09%) |
7,223 (0.09%) |
- |
| Director | Powerchip Investment Holding Corporation |
- | - | - | - | - | - | - | - | 0 0.00% |
0 0.00% |
- | - | - | - | - | - | - | - | 0 0.00% |
0 0.00% |
- |
| Representative: Charles Hsu (Note2) |
- | - | - | - | - | - | 23 | 23 | 23 (0.00%) |
23 (0.00%) |
- | - | - | - | - | - | - | - | 23 (0.00%) |
23 (0.00%) |
- | |
| Representative: Wen-Liang Chen(Note2) |
- | - | - | - | - | - | 97 | 97 | 97 (0.00%) |
97 (0.00%) |
- | - | - | - | - | - | - | - | 97 (0.00%) |
97 (0.00%) |
- | |
| Director | Jendan Investment Inc. |
- | - | - | - | - | - | - | - | 0 0.00% |
0 0.00% |
- | - | - | - | - | - | - | - | 0 0.00% |
0 0.00% |
- |
| Representative: Martin Chu |
- | - | - | - | - | - | 120 | 120 | 120 (0.00%) |
120 (0.00%) |
9,625 | 9,625 | - | - | - | - | - | - | 9,745 (0.12%) |
9,745 (0.12%) |
- | |
| Independent Director |
Chong-Yu Wu | 3,150 | 3,150 | - | - | - | - | 250 | 250 | 3,400 (0.04%) |
3,400 (0.04%) |
- | - | - | - | - | - | - | - | 3,400 (0.04%) |
3,400 (0.04%) |
- |
| Independent Director |
Jia-Lin Chang | 3,150 | 3,150 | - | - | - | - | 240 | 240 | 3,390 (0.04%) |
3,390 (0.04%) |
- | - | - | - | - | - | - | - | 3,390 (0.04%) |
3,390 (0.04%) |
- |
| Independent Director |
Shu Ye | 3,150 | 3,150 | - | - | - | - | 190 | 190 | 3,340 (0.04%) |
3,340 (0.04%) |
- | - | - | - | - | - | - | - | 3,340 (0.04%) |
3,340 (0.04%) |
- |
| Independent Director |
Chun-Shen Chen |
3,150 | 3,150 | - | - | - | - | 220 | 220 | 3,370 (0.04%) |
3,370 (0.04%) |
- | - | - | - | - | - | - | - | 3,370 (0.04%) |
3,370 (0.04%) |
- |
| Independent Director |
Shih-Lun Tsao | 3,150 | 3,150 | - | - | - | - | 180 | 180 | 3,330 (0.04%) |
3,330 (0.04%) |
- | - | - | - | - | - | - | - | 3,330 (0.04%) |
3,330 (0.04%) |
- |
| In addition t | o the above remun | eration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements and rei | nvestment companies in the most recent year to compensate d | irectors for their services, such as being independent contractors: None. |
Note1: Please describe the policy, system, standard, and structure of remuneration to directors and independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:
-
(1)Formulated in accordance with the Articles of Incorporation and Rules of remuneration for directors and managerial officers of the Company:
-
a.The Chairman and directors shall be remunerated in accordance with their respective involvement and contribution regarding business operation of the Company, and in an amount comparable with that offered by others in the same industry.
-
b.The Company’s annual net income, before deducting employee and director remuneration, shall allocate no less than 5% for employees compensation and no more than 3% for director remuneration, director remuneration shall be paid in cash only.
-
c.The Company’s independent directors perform their duties independently and participate in corporate governance. They receive fixed remuneration and do not participate in the distribution of director remuneration.
-
(2)The allowances is trafic allowance.
Note2: The institutional director Powerchip Investment Holding Corporation, changed its representative on March 11, 2025, from Mr. Charles Hsu to Mr. Wen-Liang Chen.
(2)Remuneration of supervisors: Not Applicable.
13
(3)Compensation of presidents and vice presidents
| 2025,U | 2025,U | nit: NT$thousand Compensation from ventures other than subsidiaries or from the parent company - - - - - - |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severa | nce Pay (B) | Bonuses an | d Allowances (C) | Em | ployee Com | pensation(D) | Amount and Ratio of Total Compensation (A+B+C+D)and proportion ofNet Income (%) |
Compensation from ventures other than subsidiaries or from the parent company |
||||||
| P | SMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
PSM | C | All Compa consolidated statem |
ny in the financial ents |
PSMC | All Company in the consolidated financial statements |
|||||
| Cash | Stock | Cash | Stock | ||||||||||||||
| CEO | Frank Huang | 2 | 0,800 | 20,800 | - | - | 12,594 | 12,594 | - | - | - | - | 33,394 (0.43%) |
33,394 (0.43%) |
- | ||
| Presi | dent | Martin Chu | 7,840 | 7,840 | - | - | 1,785 | 1,785 | - | - | - | - | 9,625 (0.12%) |
9,625 (0.12%) |
- | ||
| Vice | President | Hammer Chien | 5,676 | 5,676 | - | - | 1,348 | 1,348 | - | - | - | - | 7,024 (0.09%) |
7,024 (0.09%) |
- | ||
| Vice | President | S.Z. Chang | 5,340 | 5,340 | - | - | 1,264 | 1,264 | - | - | - | - | 6,603 (0.08%) |
6,603 (0.08%) |
- | ||
| Vice | President and CFO | Jerry Shao | 5,185 | 5,185 | - | - | 1,390 | 1,390 | - | - | - | - | 6,574 (0.08%) |
6,574 (0.08%) |
- | ||
| Vice Offic |
President and Information Security er |
Peter Chen | 2 | 3,795 | 23,795 | - | - | 6,800 | 6,800 | - | - | - | - | 30,595 (0.39%) |
30,595 (0.39%) |
- | |
| Vice | President | James Liu | |||||||||||||||
| Vice | President | Eric Tang | |||||||||||||||
| Vice | President | Ming-Xun Tsai | |||||||||||||||
| Vice | President | De-Yuan Wu | |||||||||||||||
| Vice | President | Jun Gu(Note) | |||||||||||||||
| Note: |
Mr. Jun Gu left office from the position of Vi Compensation Range Table |
ce President on February 3, 2025. | |||||||||||||||
| Range of Compensation | Name of presidents and | vice presidents | |||||||||||||||
| PSMC | All Company in t | he Consolidate | d Financial Stateme | nts | |||||||||||||
| Lower thanNTD 1,000,000 | - | - | |||||||||||||||
| NTD 1,000,000 (inclusive)~NTD 2,000,000 (exclusive) | JunGu | JunGu | |||||||||||||||
| NTD 2,000,000 (inclusive)~NTD3,500,000 (exclusive) | - | - | |||||||||||||||
| NTD3,500,000 (inclusive)~NTD5,000,000 (exclusive) | - | - | |||||||||||||||
| NTD 5,000,000 (inclusive)~NTD 10,000,000 (exclusive) | Marti | n Chu , Hammer | Chien, S.Z. Chang, Jerry Shao, Peter Chen, James Liu, Eric Tang, Ming-Xun Tsai,De-YuanWu |
M | artin Chu , Hammer Chien, S.Z. Chang, Jerry Shao, Peter Chen, Ja Ming-Xun Tsai,De-YuanWu |
mes Liu, Eric Tang, | |||||||||||
| NTD 10,000,000 (inclusive)~NTD 15,000,000 (exclusive) | - | - | |||||||||||||||
| NTD 15,000,000 (inclusive)~NTD30,000,000 (exclusive) | - | - | |||||||||||||||
| NTD30,000,000 (inclusive)~NTD50,000,000 (exclusive) | Frank Huang | Frank Huang | |||||||||||||||
| NTD50,000,000 (inclusive)~NTD 100,000,000 (exclusive) | - | - | |||||||||||||||
| NTD 100,000,000or More | - | - | |||||||||||||||
| Total | 11 | 11 |
(4)Remuneration to the Five Highest Remunerated Management Personnel: Please refer to (3)Compensation of presidents and vice presidents on page 14 of this Annual Report for relevant explanation.
14
-
(5)Employees’ Profit Sharing Bonus Paid to the Management Team: Not Applicable.
-
(6)Compare the total remuneration paid to the directors, presidents and vice presidents of the Company by the Company and all companies in the consolidated financial statements in the past two years as a ratio to the net income for parent company only financial statement or individual financial statement, and explain the policies, standards, and portfolios for payment of remuneration, procedures for setting remuneration, and correlations with business performance and future risks.
-
1)Total remuneration paid to the directors, presidents and vice presidents of the Company in the past two years as a ratio to the net income for parent company only financial statement or individual financial statement
| Title | 2024 | 2025 | 2025 | |
|---|---|---|---|---|
| PSMC | All Company in the consolidated financial statements |
PSMC | All Company in the consolidated financial statements |
|
| Directors | (1.00%) | (1.00%) | (0.86%) | (0.86%) |
| Presidents and Vice Presidents | (1.56%) | (1.57%) | (1.20%) | (1.20%) |
-
2)The policies, standards, and portfolios for payment of remuneration, procedures for determining remuneration, and correlations with business performance and risks
-
1 The policies, standards, and portfolios for payment of remuneration
-
The Company’s remuneration policy is established in the Company’s Articles of Incorporation. The Company’s annual net income, before deducting employee and director remuneration, shall allocate no less than 5% for employees compensation and no more than 3% for director remuneration. However, when the Company has accumulated losses, its annual net profit shall be reserved for compensating the losses first. The procedures for determining the compensation of the Company’s directors and managerial officers are carried out in accordance with relevant rules and regulations.
-
a. The Company’s director remuneration shall be paid in cash only and shall be distributed according to the Company’s operating performance and future operations, taking into account the industry standard, and is arranged according to the level of participation in and contribution value to the Company’s operation. The Company’s independent directors perform their duties independently and participate in corporate governance. They receive fixed remuneration and do not participate in the distribution of director remuneration. Based on the “Rules for Performance Evaluation of Board of Directors” the Company evaluates the performance of each director and uses the results as a reference for determining their remuneration (Such as understanding of company goals and tasks, knowledge of responsibilities, professional and continuing education, etc.). The performance evaluation and the appropriateness of remuneration are reviewed by the Remuneration Committee and the Board of Directors.
-
b. The Company’s managerial officer compensation is handled in accordance with the “Regulations for the Performance Evaluation and Remuneration of Managerial Officers” , which specify relevant work allowances and bonuses, and is distributed based on the Company’s annual operating performance, financial condition, operational status, and individual job performance. If the Company makes a profit during the year, no less than 5% shall be allocated for employee compensation in accordance with Article 34 of the Company’s Articles of Incorporation. When the annual profit exceeds expectations, additional compensation shall be distributed as an incentive. The annual performance evaluation results of each managerial officer serve as a reference for the issuance of managerial officer bonuses. The performance evaluation items for managerial officers include (1) the achievement rate of key performance indicators (KPIs) for operations, and (2) the practice of the Company’s core values as well as their operational management capabilities and participation in sustainable operations. The Company reviews its remuneration system in a timely manner in accordance with actual operating conditions and relevant laws and regulations.
-
c. The Company’s portfolio for payment of compensation includes compensation in cash, stock options, retirement benefits or severance pay, various allowances, and other substantive reward measures. Its scope is consistent with the guidelines for director and managerial officer remuneration which is included in the “Regulations Governing Information to be published in Annual Reports of Public Companies”.
-
2 Procedures for determining remuneration
-
a. The Company determines the remuneration of directors and managerial officers based on the results of performance evaluation carried out in accordance with the “Rules for Performance Evaluation of Board of Directors” and the “Regulations for the Performance Evaluation and Remuneration of Managerial Officers”, applicable to managerial officers, and submits it to the Remuneration Committee for review. The performance evaluation criteria for the CEO are based on the Company’s annual operating indicators related to operations, governance, and financial results. The performance evaluation criteria for the President includes performance goals such as revenue, gross profit management, new product development, production capacity, and progress management.
-
b. The self-evaluation results of the Board of Directors, members of the Board of Directors, and members of various functional committees for 2025 were rated as “Excellent”. With the exception of the impact of changes in industry conditions, all managerial officers achieved their predetermined goals in the Company’s 2025 performance evaluation.
-
c. The performance evaluation and appropriateness of remuneration for the directors and managerial officers of the Company are regularly evaluated and reviewed by the Remuneration Committee and the Board of Directors. In addition to individual performance goals and contributions to the Company, the overall business performance, industry risks and development trends are also taken into account. Moreover, the amount and payment method of remuneration as well as future risks to the Company are comprehensively considered to provide reasonable remuneration, balancing sustainable operations and risk management of the Company. The Company not to distribute of remuneration for the directors and managerial officers for 2025.
-
3 Correlations with business performance and future risk
-
a. The Company reviews the remuneration policy-related standards and systems primarily based on the overall performance of
15
the Company, and determines the payment standards based on achievement rate and contribution. To ensure that the remuneration of the Company’s management is competitive in the industry, compensation standards in the industry are considered in order to retain outstanding management talent. When relevant laws and regulations change, the Company will review the appropriateness of remuneration and make adjustments accordingly.
-
b. The Company strives to integrate the managerial officer performance objectives with “risk management” to ensure that risks within the scope of responsibilities are managed and prevented, and the corresponding remuneration policies are linked to the actual performance results. Important decisions made by the Company’s management are based on consideration of various risk factors, and the performance of these decisions is reflected in the overall profitability of the Company.
-
c. The Company and its subsidiaries’ remuneration to managerial officers includes long-term incentives, in the form of employee stock options that are not fully paid out in the year of earnings, and their actual value is related to the future stock price. This allows the Company and its managerial officers to jointly bear the future operational risks.
3.Corporate Governance Practices
(1)Operation of the Board Meetings
A total of 6 meetings of the Board of Directors were held in 2025. The attendances of directors are as follows:
| Title | Name | Attendance in person |
By proxy | Attendance Rate (%) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Frank Huang | 5 | 1 | 83% | - |
| Vice Chairman | Brian Shieh | 6 | - | 100% | - |
| Director | Powerchip Investment Holding Corporation Representative: Charles Hsu |
- | 1 | 0% | Representative Mr. Charles Hsu, resigned on March 11, 2025, should attend 1 times |
| Powerchip Investment Holding Corporation Representative: Wen-Liang Chen |
5 | - | 100% | Representative Mr. Wen-Liang Chen, re- appointed on March 11, 2025, should attend 5 times |
|
| Director | Jendan Investment Inc. Representative: Martin Chu |
6 | - | 100% | - |
| Independent Director |
Chong-Yu Wu | 6 | - | 100% | - |
| Independent Director |
Jia-Lin Chang | 6 | - | 100% | - |
| Independent Director |
Shu Ye | 6 | - | 100% | - |
| Independent Director |
Chun-Shen Chen | 6 | - | 100% | - |
| Independent Director |
Shih-Lun Tsao | 5 | 1 | 83% | - |
| Other matters to be recorded: 1. If any of the following circumstances occur, the dates of the meetings, terms, contents of motion, all independent directors’ opinions and the Company’s response shall be specified: (1) Matters referred to in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee, and Article 14-3 of the Securities and Exchange Act is not applicable to the Company. Please refer to pages 18-19 of this Annual Report for related information of the operation status of the Audit Committee. (2) Other matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the Board of Directors: None. 2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting shall be specified: Please see Note 1 for details. 3. The evaluation cycles, periods, scope, method and content of self-evaluation (or peer-evaluation) of the Board of Directors, and fill in Note 2: The Company completed performance evaluation of the Board of Directors in 2025 and reported the results to the Nomination Committee and Board of Directors at its first quarter meeting in 2026 for review and improvement. 4. Measures taken to strengthen the functionality of the Board (such as establishing an Audit Committee, enhancing information transparency, etc.) in the current and most recent year: (1) Strengthen corporate governance: The Company has appointed the Corporate Governance Officer to take charge of corporate governance-related matters. This officer assists the Board of Directors in executing their duties, thereby ensuring effective oversight. Additionally, we have established various regulations, including “Corporate Governance Best Practice Principles”, “Ethical Corporate Management Best Practice Principles”, and “Self-Evaluation or Peer Evaluation of the Board of Directors”, which have been approved by the Board of Directors. (2) Elevating information transparency: In accordance with the resolutions adopted by the Board of Directors, the Company has posted real-time updates on the Market Observation Post System, and has regularly held institutional investor meetings to enhance investor recognition. (3) Enhancing information transparency: The Company website has included the “Investor Relations” section, which provides contact information of spokespersons for shareholders to consult about the Company’s financial and business information. Moreover, the “Procedures for Handling Material Inside Information” and the “Procedures for Preventing Insider Trading” have been established and approved bythe Board of Directors. |
-
If any of the following circumstances occur, the dates of the meetings, terms, contents of motion, all independent directors’ opinions and the Company’s response shall be specified:
-
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee, and Article 14-3 of the Securities and Exchange Act is not applicable to the Company. Please refer to pages 18-19 of this Annual Report for related information of the operation status of the Audit Committee.
-
The evaluation cycles, periods, scope, method and content of self-evaluation (or peer-evaluation) of the Board of Directors, and fill in Note 2: The Company completed performance evaluation of the Board of Directors in 2025 and reported the results to the Nomination Committee and Board of Directors at its first quarter meeting in 2026 for review and improvement.
-
(1) Strengthen corporate governance: The Company has appointed the Corporate Governance Officer to take charge of corporate governance-related matters. This officer assists the Board of Directors in executing their duties, thereby ensuring effective oversight. Additionally, we have established various regulations, including “Corporate Governance Best Practice Principles”, “Ethical Corporate Management Best Practice Principles”, and “Self-Evaluation or Peer Evaluation of the Board of Directors”, which have been approved by the Board of Directors.
-
(2) Elevating information transparency: In accordance with the resolutions adopted by the Board of Directors, the Company has posted real-time updates on the Market Observation Post System, and has regularly held institutional investor meetings to enhance investor recognition.
16
-
(4) In order to fulfill the vision of corporate sustainable development, the Company’s Sustainable Development Committee, supervised by the Audit Committee, is responsible for coordinating corporate social responsibility, formulating sustainability policies or management guidelines, and supervising specific sustainable-related operations.
-
(5) In alignment with the Corporate Governance 3.0- Sustainable Development Roadmap that aims to achieve sustainable business operations, the Company has introduced a risk management mechanism. The Risk Management Committee, supervised by the Audit Committee, is responsible for strengthening the Company's risk control.
-
(6) The Company’s Board of Directors conducts annual self-evaluations. Furthermore, the Taiwan Corporate Governance Association (TCGA) is commissioned to carry out an external evaluation of the Board of Directors’ performance once every 3 years. This evaluation was conducted in 2023, and the results aligned with the goals of the Corporate Governance Development Roadmap, recognizing the Board of Directors’ commitment to strengthening their competencies and various functional committees. The evaluation results are publicly available on the Company website for investors to reference.
Note 1: Implementation of directors’ avoidance of motions in conflict of interest
| Date/Term of the Board meeting |
Name of director | Content of motion | Causes for avoidance | Voting |
|---|---|---|---|---|
| 2025.02.25 The 14th meeting of the 9th Term |
Mr. Frank Huang Mr. Martin Chu |
The proposal of the annual performance appraisal results of managerial officers for the year 2024. |
It involves conflict of interest and avoidance shall be implemented in accordance with the laws. Hence, the concerning director did not participate in discussions and voting. |
The chairman Mr. Frank Huang and director Mr. Martin Chu are the Management Team of the Company. They avoidance of motions in conflict of interest and did not participate in the discussion and voting in accordance with the laws. The remaining directors unanimouslyapproved it. |
| Mr. Frank Huang | The proposal to release of restriction on competitive of activities for directors. |
It involves conflict of interest and avoidance shall be implemented in accordance with the laws. Hence, the concerning director did not participate in discussions and voting. |
The chairman Mr. Frank Huang, avoidance of motions in conflict of interest and did not participate in the discussion and voting in accordance with the laws. The remaining directors unanimouslyapproved it. |
|
| 2025.05.13 The 15th meeting of the 9th Term |
Mr. Wen-Liang Chen |
The proposal is to cancel the application for obtaining financial support from AP Memory Technology Corporation. |
It involves conflict of interest and avoidance shall be implemented in accordance with the laws. Hence, the concerning director did not participate in discussions and voting. |
Director Mr. Wen-Liang Chen, as the chairman of the AP Memory Technology Corporation, avoidance of motions in conflict of interest and did not participate in the discussion and voting in accordance with the laws. The remaining directors unanimouslyapproved it. |
| 2025.08.12 The 17th meeting of the 9th Term |
Mr. Frank Huang Mr. Martin Chu |
1.The proposal of the adjustment salary for the managerial officer of the Company. 2.The proposal of the adjustment of allowances for the managerial officers of the Company. |
It involves conflict of interest and avoidance shall be implemented in accordance with the laws. Hence, the concerning director did not participate in discussions and voting. |
The chairman Mr. Frank Huang and director Mr. Martin Chu are the Management Team of the Company. They avoidance of motions in conflict of interest and did not participate in the discussion and voting in accordance with the laws. The remaining directors unanimouslyapproved it. |
| 2025.12.16 The 19th meeting of the 9th Term |
Mr. Frank Huang | The proposal of the Company’s donation to the Powerchip Cultural Foundation in 2026. |
It involves conflict of interest and avoidance shall be implemented in accordance with the laws. Hence, the concerning director did not participate in discussions and voting. |
The chairman Mr. Frank Huang, also serving as the chairman of the Powerchip Cultural Foundation, avoidance of motions in conflict of interest and did not participate in the discussion and voting in accordance with the laws. |
17
| The remaining directors unanimouslyapproved it. |
|||||||
|---|---|---|---|---|---|---|---|
| Note 2: Performance evaluation of the Board of Directors | |||||||
| Evaluation cycle |
Evaluation period |
Evaluation scope |
Evaluation method | Evaluation content | |||
| Executed every year |
2025.01.01~ 2025.12.31 |
The scope covers the evaluation of the Board, individual members of the Board and functional committees (Audit Committee, Remuneration Committee, and Nomination Committee). |
Internal self- evaluation of the Board, individual members of the Board and functional committees (Audit Committee, Remuneration Committee, and Nomination Committee). |
1.The self-evaluation of the Board includes the following aspects: (1)Participation in the operation of the Company; (2)Improvement of quality of the Board of Directors’ decision-making; (3)Composition and structure of the Board of Directors; (4)Election and continuing education of the directors; and (5)Internal control. 2.The self-evaluation of the members of the Board includes the following aspects: (1)Alignment of the goals and missions of the Company; (2)Awareness of the duties of a director; (3)Participation in the operation of the Company; (4)Management of internal relationships and communication; (5)The director’s professionalism and continuing education; and (6)Internal control. 3.The self-evaluation of the functional committees (Audit Committee, Remuneration Committee, and Nomination Committee) includes the following aspects: (1)Participation in the operation of the Company; (2)Awareness of the duties of the functional committee; (3)Improvement of quality of decisions made by the functional committee; (4)Makeup of the functional committee and election of its members; and (5)Internal control. |
- (2)Operation of the Audit Committee or the participation of supervisors in the operation of the Board of Directors 1)Operation of the Audit Committee
A total of 6 Audit committee meetings were held in 2025. The attendances of independent directors are as follows:
| Title | Name | Attendance in person |
By proxy | Attendance Rate (%) |
Remarks |
|---|---|---|---|---|---|
| Independent Director | Chong-Yu Wu | 6 | - | 100% | Audit Committee convener |
| Independent Director | Jia-Lin Chang | 6 | - | 100% | - |
| Independent Director | Shu Ye | 6 | - | 100% | - |
| Independent Director | Chun-Shen Chen | 6 | - | 100% | - |
| Independent Director | Shih-Lun Tsao | 5 | 1 | 83% | - |
| In order to strengthen corporate governance, the Company established the Audit Committee in 2020. The Audit Committee of the Company consists of 5 independent directors, and Mr. Chong-Yu Wu, an independent director, was elected as the convener of the 2nd Term. The Audit Committee is responsible for reviewing the fair representation of the Company’s financial statements, the selection (discharged), suitability, independence and performance of public certified accountants, the effective implementation of the Company’s internal control system, the Company’s compliance with relevant laws and regulations, the control of existing or potential risks, etc. Other matters to be recorded: 1. If any of the following circumstances occur, the dates of meetings, terms, contents of motion, resolutions of the Audit Committee and the Company’s response to the Audit Committee’s opinion should be specified: (1)Matters referred to in Article 14-5 of the Securities and Exchange Act: Please see Note for detail. (2)Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None. 2. The Audit Committee of the Company is composed of all independent directors and operates in accordance with the “Audit Committee Charter”. |
-
(2)Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None.
-
The Audit Committee of the Company is composed of all independent directors and operates in accordance with the “Audit Committee Charter”.
18
-
The important task of the Audit Committee in 2025: reviewing the Company’s financial statements, internal control system, auditing plans and implementations, and reviewing the appointment, remuneration, independence and suitability of the Company’s independent auditors (certified public accountants), non-assurance services, etc. If there are independent directors’ avoidance of motions in conflict of interest, the independent directors’ names, contents of motion, causes for avoidance and voting shall be specified: None.
-
Communication status between independent directors and internal audit supervisors and certified public accountants (should include significant matters, methods, results, etc. of the communication carried out on the Company’s financial and business status):
-
(1)After submitting the audit report and follow-up report for approval, the Company’s audit supervisor will deliver the audit report and follow-up report to each independent director before the end of the next month when the audit item is completed. The audit results and communicates follow-up reports to the independent directors during the Audit Committee meetings and Separate meetings, both parties communicate smoothly.
-
(2)The Company invites its independent auditors to attend the Audit Committee meeting to separately report and communicate with independent directors on the quarterly and annual financial statement review or audit results, key audit matters, amendments to IFRSs or the impact of the release of other laws on the Company.
Note: Items listed in Article 14-5 of the Securities and Exchange Act
| Date/Term of the Audit Committee |
Content of motion | Independent director’s opinions or objections |
Resolution of the Audit Committee |
The Company’s response to the opinion of the Audit Committee |
|---|---|---|---|---|
| 2025.02.25 The 13h meeting of the 2nd Term |
1. The proposal of the Company’s 2024 business status. 2.The proposal of the Company’s 2024 parent company only financial statements and consolidated financial statements. 3.The proposal for Non-distribution of dividends for the second half of 2024. 4.The proposal to formulate the Company’s earnings distribution plan for the year 2024. 5.The proposal of the amendments to the provisions of the Company’s “Internal Control System”. 6.The proposal of the Company’s “Internal Control System Effectiveness Evaluation” of 2024. 7.The proposal of the Company’s “Internal Control System Declaration”of 2024. |
None. | Approved by all Committee members present in the meeting, upon inquiry by the Chairman that no attending member raises any objection. |
The Board of Directors approved all of the proposal in accordance with the Audit Committee’s recommendation. |
| 2025.05.13 The 14th meeting of the 2nd Term |
The proposal of the Company’s first quarter consolidated financial statements for the year 2025. |
|||
| 2025.08.12 The 16th meeting of the 2nd Term |
1.The proposal of the Company’s second quarter consolidated financial statements for the year 2025. 2.The proposal for Non-distribution of dividends for the first half of 2025. |
|||
| 2025.11.07 The 17th meeting of the 2nd Term |
The proposal of the Company’s third quarter consolidated financial statements for the year 2025. |
|||
| 2025.12.16 The 18th meeting of the 2nd Term |
1.The proposal of the amendments to the provisions of the Company’s “Internal Control System”. 2.The proposal of the assessment for independence and suitability of the attesting CPA of 2026, in accordance with the audit quality indicators (AQIs). |
2)Participation of supervisors in the operation of the Board of Directors: Not Applicable.
- (3)If the Company has established a Remuneration Committee or Nominating Committee, its composition, responsibilities and operating status shall be disclosed:
1)Remuneration Committee Members information and operation
-
1 The Company established a Remuneration Committee on November 24, 2020 and formulated the Remuneration Committee Charter. The committee is composed of three independent directors, ensuring effective corporate governance and a sound remuneration system for the Company’s directors and executives. The committee’s responsibilities are as follows:
-
a. To evaluate the Company’s director and managerial officer compensation and remuneration policies and systems in a professional and objective position, and to propose recommendations as references for the Board of Directors do make decisions.
-
b. Formulate and regularly review the policies, systems, standards and structures of directors and managerial officers’ performance evaluation standards, performance goals and remuneration.
19
-
c. Regularly evaluate the achievement of directors and managerial officers’ goals, and determine the content of remuneration.
-
○2 Remuneration Committee member information
○2 Remuneration Co |
mmittee member infor | mation | ||
|---|---|---|---|---|
| Identity | Conditions Name |
Professional qualifications and experience |
Independent status | Number of other public companies in which the individual is concurrently serving as the Remuneration Committee member |
| Convener and Independent Director |
Chun-Shen Chen | The Company’s Remuneration Committee is comprised of independent directors. For members professional qualification and experience, please refer to 4)Disclosure of information on professional qualifications of directors and independence of independent directors on pages 6-8 for the relevant content of this Annual Report. |
0 |
|
| Independent Director |
Chong-Yu Wu | 2 |
||
| Independent Director |
Jia-Lin Chang | 0 |
-
3 Operations of Remuneration Committee
-
a. The Remuneration Committee of the Company is consisted of 3 members.
-
b. The term of the current Committee: The term is from May 30, 2023 to May 29, 2026. The Remuneration Committee convened a total of 4 meetings for the year 2025. The attendance of the members are as follows:
| Title | Name | Attendance in Person |
By Proxy | Attendance rate (%) |
Remarks |
| Convener | Chun-Shen Chen | 4 | - | 100% | - |
| Committee Member |
Chong-Yu Wu | 4 | - | 100% | - |
| Committee Member |
Jia-Lin Chang | 4 | - | 100% | - |
| Other mentionable items: 1.If the Board of Directors declines to adopt or modifies a recommendation of the Remuneration Committee, it should specify the date of the meeting, Term, content of the motion, resolution by the Board of Directors, and the Company’s response to the Remuneration Committee’s opinion: None. 2.Resolutions of the Remuneration Committee objected to by members or expressed reservations and recorded or declared in writing, the date of the meeting, Term, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None. 3.Discussed matters and resolutions of the Remuneration Committee, and the Company’s handling of the members’ opinions: Please see Note for detail. 4.The Remuneration Committee’s primary focus in 2025: Deliberation on manager evaluations, pay raises, estimating year- end bonuses,allocatingcompensation forpersonnel and directors,etc. |
Note:
| Note: | |||
|---|---|---|---|
| Remuneration Committee meeting date and Term |
Content of the motion | Remuneration Committee resolutions |
The Company’s handling of the opinions of the Remuneration Committee |
| 2025.02.25 The 7th meeting of the 2nd Term |
1.The proposal of the annual performance appraisal results of managerial officers for the year 2024. 2.The proposal of the Non-distribution of compensation for employees and directors of 2024. 3.The proposal of the amendments to the provisions of the Company’s “Rules of remuneration for directors and managers”. |
All presented members unanimously approved it. |
The Board of Directors approved all of the proposal in accordance with the Remuneration Committee’s recommendation. |
| 2025.05.13 The 8th meeting of the 2nd Term |
The proposal of the retirement of the Company’s managerial officer Mr. Li-Wen Ting. |
||
| 2025.08.12 The 9th meeting of the 2nd Term |
1.The proposal of the adjustment salary for the managerial officer of the Company. 2.The proposal of the adjustment of allowances for the managerial officers of the Company. 3.The proposal of the retirement of the Company’s managerial officer Mr. Zhong-Yi Pang. |
||
| 2025.12.16 The 10st meeting of the 2nd Term |
The proposal of the estimated year-end bonus for managerial officers in 2025. |
-
2)Information on Members and the Operation of the Nomination Committee
-
1 The required qualifications and the responsibilities of the Company’s Nomination Committee members The Company established a Nomination Committee on September 25, 2023 and formulated the Nomination Committee Charter.
20
The Committee is composed of three directors, including two independent directors, with the purpose of assisting the Board of Directors in enhancing corporate governance and improving efficiency, while fulfilling its social responsibilities. Their responsibilities are as follows:
-
a. Formulate and review the composition, qualifications and other selection criteria for directors and executive managers, and use this basis to select, review and nominate candidates for directors and executive managers.
-
b. Select and review suitable candidates for board members and managerial officers, evaluate the independence of independent directors, and propose the list of candidates to the board of directors.
-
c. Formulate and review the establishment, responsibilities and operations of each committee under the board of directors, and review the qualifications and potential conflicts of interest of each committee member.
-
d. Plan and regularly review the board members’ training courses and the succession plan for directors and executive managers.
-
2 The professional qualifications and experience of the members and status of operations of the Nomination Committee:
-
a. The Company’s Nomination Committee has a total of 3 members.
-
b. The term of the current members is from May 30, 2023 to May 29, 2026. The Nomination Committee convened a total of 2 meetings for the year 2025. The professional qualifications and experience, meeting attendance record of the members and the matters discussed by the committee are as follows:
| Title | Name | Professional qualifications and experience |
Attendance in Person |
By Proxy |
Attendance rate (%) |
Remarks |
| Convener | Jia-Lin Chang | The Company’s Nomination Committee is comprised of Chairman and independent directors. For members professional qualification and experience, please refer to 4)Disclosure of information on professional qualifications of directors and independence of independent directors on pages 6-8 for the relevant content of this Annual Report. |
2 | - | 100% | - |
| Committee Member |
Chong-Yu Wu | 2 | - | 100% | - | |
| Committee Member |
Frank Huang | - | 2 | 0% | - | |
| Other mentionable items: 1.The Nomination Committee of meeting date, sessions, contents of motion: Please see Note for detail. 2.Content recommendations or dissenting opinions of the Nomination Committee members: None. 3.The measures taken bythe Companywith respect to the nomination committee members’ opinions: Resolved. |
Note:
| Note: | |
|---|---|
| Nomination Committee meeting date and Term |
contents of motion |
| 2025.02.25 The 6th meetingof the 1st Term |
Proposal for the Board members training program in 2025. |
| 2025.12.16 The 7th meetingof the 1st Term |
Reviewing the qualifications and potential conflicts of interest for committee members. |
21
(4)Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1.Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies? |
|
The Company’s Board of Directors has adopted the resolution on March 9, 2021 to formulate the “Corporate Governance Best Practice Principles” in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, and the Company has strengthened and perfected the internal control system as well as enhanced information transparency in response to the “Corporate Governance Best Practice Principles” so as to protect the rights and interests of shareholders and stakeholders. |
None |
|
| 2.Shareholding Structure and Shareholders’ Rights | ||||
| (1)Does the Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters? If yes, have these procedures been implemented accordingly? |
|
With regard to matters discussed by shareholders, the Company accepts and makes improvement on non-controversial and feasible recommendations, while controversial recommendations are resolved by voting in accordance with the Rules of Procedure. In addition, the Company has established a spokesperson and deputy spokesperson system to ensure that the timely and fair disclosure of information that may affect shareholders’ decision-making and set up a stock affairs unit to dedicatedly handle stock affairs and shareholder suggestions or dispute-related matters. At the same time, the Company has set up a designated page on the website to receive various questions or suggestions. |
None |
|
| (2)Does the Company know the identity of its major shareholders and the parties with ultimate controlofthemajorshareholders? |
|
The Company keeps abreast of the changes in the equity held by insiders, and reports on the changes in the shareholding of the main shareholders and their controller through the register of shareholders ontime. |
None |
|
| (3)Has the Company built and implemented a risk management system and a firewall between the Company and its affiliates? |
|
The Company has established an appropriate organizational structure. The business and financial transactions between the Company and its affiliates have been implemented in accordance with the relevant regulations of the competent authority, and written rules (including “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises”) formulated to clearly define the duties and responsibilities of the Company and its affiliates, and to establisha comprehensivefirewall mechanismbased on riskassessment. |
None |
|
| (4)Has the Company established internal rules prohibiting insider trading of securities based on undisclosed information? |
|
The Company has formulated the “Procedures for Handling Material Inside Information Operations” and the “Procedures for the Prevention of Insider Trading”, and is committed to advocating policies against insider trading, to keep insider trading from occurrence, protect investors and safeguard the rights and interests of the Company. The Company’s Board of Directors has amended the “Corporate Governance Best Practice Principles” on February 8, 2022. The amendment prohibits insiders from trading in stock during the closed period of 30 days before the announcement of annual financial reports and 15 days before the announcement ofquarterlyfinancial reports. |
None |
|
| 3.Composition and responsibilities of the board of directors | ||||
| (1)Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? |
|
The diversified composition of the Board of Directors of the Company is regulated in Article 20 | None |
|
of the “Corporate Governance Best Practice Principles”. For specific management objectives and |
||||
| implementation, please refer to page 8-9 of this annual report 5.Diversity and independence of the | ||||
Board of Directors. |
22
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2)Has the Company voluntarily established other functional committees in addition to the remuneration committee and the audit committee? |
|
In order to optimize the decision-making function and strengthen the management mechanism, the Company has established a Remuneration Committee and an Audit Committee in accordance with the law, the Company established a “Nomination Committee” with the approval as the Board of Directors on September 25, 2023, consists of 3 directors (including 2 independent directors), and willset up other functionalcommitteesinthefuture depending onactualoperational needs. |
None |
|
| (3)Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms? |
|
To implement corporate governance and enhance the operational function of the Company’s Board of Directors, the Company has established performance objectives designed to improve the efficiency of the Board of Directors on March 9, 2021, the Board of Directors passed a resolution to establish the “Regulations for Evaluating the Performance of the Board of Directors”. In accordance with the Regulations, the Board of Directors, Board members, and Functional Committees (Audit Committee, Remuneration Committee, and Nomination Committee) are required to conduct annual internal self-evaluations, and the Company must entrust an independent external professional organization or an external team of experts and scholars to conduct evaluations at least once every 3 years. The procedures for the aforementioned internal and external evaluations should be completed by the end of the first quarter of the following year. 1.In 2023, the Company appointed an external professional organization, the Taiwan Corporate Governance Association (TCGA), to conduct an external performance evaluation. The Company has submitted the TCGA’s Board of Directors’ Performance Evaluation Report to the Nomination Committee and Board of Directors on February 20, 2024. 2.The Company’s Board of Directors, Board members, and Functional Committees (Audit Committee, Remuneration Committee, and Nomination Committee) have completed the self- evaluations for 2025 (for the period from January 1, 2025, to December 31, 2025). The performance evaluation scores were as follows: the Board of Directors received a score of 98, Board members received a score of 99, and functional committees (Audit Committee received a score of 97, Remuneration Committee received a score of 96, and Nomination Committee received a score of 94). The Company has submitted the internal self-evaluations to the Nomination Committee and Board of Directors on February 24, 2026. These reports will serve as the basis for review and improvement. Remuneration of the Company’s directors is determined in accordance with the provisions of the Company’s Articles of Incorporation. Subsequent assessments and considerations are linked to the Company’s overall operational performance and the results of the Board of Directors’ performance evaluations. |
None |
|
| (4)Does the Company regularly evaluate its external auditors’ independence? |
|
It is regularly assessed by the Company’s Audit Committee every year. The assessment results of the last two years met the requirements of independence and competence, and were approved by the Audit committee and Board of Directors on December 17, 2024 and December 16, 2025. Other than reviewing the reasonableness of the auditing fee, the regulations for independence include personal independence of all the members in the accountant’s office, business relationship with customers, auditor partner rotating system, and non-auditing service as well as whether there is any violation on the matters specified in the Bulletin of Norm of Professional Ethics for Certified Public Accountant of ROC NO.10. Certified Public Accountants and the office they work with are requested to provide relevant data and declaration. The evaluation confirms the relevant requirements in independence specified in Norm of Professional Ethics for Certified Public Accountanthave beensatisfied. |
None |
23
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| The Company has adopted the audit quality indicators (AQIs) as the framework for assessing the independence and suitability of the CPA since 2023. The assessment process includes 13 indicators in five major categories: professionalism, quality control, independence, supervision, and innovation ability. Through AQIs, the guidelines can be evaluated more effective and objective. |
||||
| 4.Does the TWSE/TPEx listed company have in place an adequate number of qualified corporate governance officers and has it appointed a chief corporate governance officer with responsibility corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? |
|
On April 9, 2021, the Company’s Board of Directors appointed Ms. Hsu, Mei Shan the assistant vice president of the Financial Division- as the chief corporate governance officer, and set up a corporate governance promotion unit to safeguard shareholders’ rights and interests as well as to strengthen the functions of the Board of Directors, including handling matters related to the Board of Directors, Audit Committee, Remuneration Committee, Nomination Committee and Shareholders Meeting in accordance with the law; assisting directors in their taking office and continuing further education; providing directors with information needed to perform their duty; and assisting directors in complying with laws and regulations, or other matters established in the Articles of Incorporation. The Company’s chief corporate governance officer meets the qualification requirements for a chief corporate governance officer as prescribed in Paragraph 1, Article 3-1 of the “Corporate Governance Best Practice Principles” for TWSE/TPEx Listed Companies, and completes professional training in accordance with laws and regulations. For continuing education/training of Corporate Governance Officer, please refer to pages 26-27 of this annual report. |
None |
|
| 5.Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders section on its company website? Does the Company appropriately respond to stakeholders’ questions and concerns on important corporate social responsibility issues? |
|
Following the international AA1000SES standard, the Company uses the five aspects of Responsibility, Influence, Tension, Diverse Perspectives, and Dependency to determine the Company’s stakeholders and identify material issues. We have also established a stakeholder section on the Company website. Through appropriate communication, we ascertain and actively respond to the important sustainable development-related issues of concern to stakeholders. The Company publicly discloses information relevant to stakeholders through our annual sustainability report and its website, and reports are made on the status of stakeholder communication to the Board of Directors. Please refer to pages 50-52 of this annual report 5.Stakeholders’ Rights for relevant explanation. |
None |
|
| 6.Has the Company appointed a professional shareholder services agent to handle matters related toits shareholder meetings? |
|
The Company has commissioned the Stock Affairs Agency Department of Capital Securities Corporation as our stock affairs agency. |
None |
|
| 7.Information Disclosure | ||||
| (1)Has the Company established a corporate website to disclose information regarding its financials, business, and corporate governance status? |
|
The Company discloses the financial and business information, stock affairs information, corporate governance information, and other information on the Company website (https://www.powerchip.com/). |
None |
|
| (2)Does the Company use other information disclosure channels (e.g., maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? |
|
The Company has built Chinese and English websites, and assigned the related departments to collect and reveal the Company information, while the Public Relation Department is in charge of integrated management. The Company has set up a system of the spokesperson and deputy spokesperson. In addition, the Public Relations Department maintains the channel for communication with the media, and makes fair disclosure through news releases on the website and release of material information from time to time. We have “Investor Zone” on the Company website, and it contains historical Investor Conference Report and the video of InvestorConference, and variousfinancial, business and other related |
None |
24
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| information are filed regularly and irregularly on Market Observation Post System in accordance with regulations. |
||||
| (3)Does the company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines? |
|
The Company subject to the relevant regulations of announcing and filing annual financial statements within two months after the end of the fiscal year, as well as completing the announcement and filing of the first, second and third quarter financial statements and monthly operational status before the prescribed deadline. Disclosure of the above information can be found at MOPS. |
None |
|
| 8.Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)? |
|
(1)Implementation status of employees rights, employees wellness, investor relationship, supplier relationship, rights of Stakeholders: Please refer to the Company’s materiality of the sustainability report (pages 21-22). https://esg.powerchip.com/upload/media/sustainability_report/psmc-ESG-report-2024.pdf (2)Continuing further education status of directors (including independent directors): The Company offers course information to all directors (including independent directors) from time to time, and provides at any time relevant regulatory information that directors (including independent directors) need to pay attention to. The continuing education status of directors in 2025 is as follows: Name Course Name Continuing education hours |
None | |
Frank Huang.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.03.0 |
||||
Brian Shieh.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
| Wen-Liang Chen .2024 Insider Trading Prevention Advocacy Conference.Stablecoin “Legalization”: Fueling Global CurrencyCompetition 3.0 3.0 |
||||
Martin Chu.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
Jia-Lin Chang.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
Chong-Yu Wu.Observations on Recent Developments in Corporate Merger andAcquisition Transactions .Corporate Mergers and Acquisitions: Practices and CaseAnalyses .ThoroughlyDecipheringIFRS 18: Impacts and Applications for3.0 3.0 3.0 |
25
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
Corporate Financial Information (Part 1).Thoroughly Deciphering IFRS 18: Impacts and Applications forCorporate Financial Information(Part 2) 3.0 |
||||
Shu Ye.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
| Chun-Shen Chen .Securities Regulations and Corporate Governance.Analysis of the Global Economic Situation Following Trump’sReelection .Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 3.03. 3.0 |
||||
Shih-Lun Tsao.Digital Empowerment and Innovative Change: The Latest Trendsand Case Analyses .Industrial Digital Transformation and Case Analyses3.0 3.0 |
||||
| (3)The situation of continuing further education in corporate governance participated by managerial officers in 2025 is as follows: Name Course Name Continuing education hours |
||||
Frank Huang.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
Martin Chu.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
Jerry Shao.Ethical Corporate Management and Anti-Fraud InvestigationPractices (including Gender Equality) .AI Development and Information SecurityRisks3.0 3.0 |
||||
Mei-Shan Hsu.Practical Workshop on Sustainability Disclosure for ListedCompanies .2025 Insider Trading Prevention Advocacy Conference.CDP Taiwan Launch Event – Enhancing Climate Disclosure toStrengthen Corporate Climate Resilience .2025 Cathay Sustainable Finance and Climate Change Summit.Greenhouse Gas Management Practical Workshop andSustainability Promotion Seminar-Taipei Session .Ethical Corporate Management and Anti-Fraud Investigation9.0 3.0 3.0 6.0 9.0 3.0 |
26
| Evaluation Item | Implementation Status | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
Practices (including Gender Equality).AI Development and Information Security Risks.The 15th Taipei Corporate Governance Forum.Net-Zero Transition Seminar-Technology Industry.Thinking in Corporate Hedging: Addressing Exchange RateChallenges and Asset Management Trends 3.0 6.0 2.0 3.0 |
||||
| (4)Implementation status of risk management policies and risk evaluation standards: The Company has formulated various internal rules and regulations in accordance with the law to conduct various types of risk management and evaluation. Please refer to the Company’s materiality of the sustainability report (pages 129-134). https://esg.powerchip.com/upload/media/sustainability_report/psmc-ESG-report-2024.pdf (5)Implementation status of customer policies: Please refer to the Company’s materiality of the sustainability report (pages 40-41). https://esg.powerchip.com/upload/media/sustainability_report/psmc-ESG-report-2024.pdf (6)The status of liability insurance policies taken out by the Company for directors and supervisors: The Company has insured liability insurance policies for directors and important staff, and has reported relevant information on the insurance renewal to the Board of Directors on May 13, 2025. (7)The Company reported the intellectual property management plan and the annual implementation status in the Board of Directors meeting on January 20, 2026. 180 were granted in 2025. Please refer to pages 49-50 of this Annual Report for relevant explanation. |
||||
| 9. Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent fiscal year by the Corporate Governance Center, Taiwan Stock Exchange, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement: (1)The Company is ranked among the top 5% of listed companies. Improvements in 2025: In order to achieve a comprehensive board election in 2026 and include at least one member of a different gender, we will start planning the relevant list. (2)The Company will continue to comply with regulatory policies and evaluate potential improvement measures to enhance corporate governance effectiveness. |
27
(5)Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies"
| Evaluation Item | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1.Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? |
|
1.In 2022, with the approval of the Board of Directors, the Company established a governance framework for promoting sustainable development and formulated the “Sustainable Development Committee Charter” to ensure compliance. The governance structure for sustainable development is organized hierarchically, including the Board of Directors, the Audit Committee, and the Sustainable Development Committee. To deepen engagement with sustainability issues and fulfill corporate social responsibility, the Board of Directors serves as the highest governance body for promoting sustainable development, regularly reviewing the progress of sustainability strategies. The Audit Committee, under the Board of Directors, assists in the supervisory role and reports regularly to the Board of Directors. 2.The Company’s implementation of sustainable development governance is outlined as follows: (1)Audit Committee A.The Audit Committee of the Company consists of all independent directors. B.As of 2025, in accordance with the Sustainable Development Committee Charter, the Committee has convened meetings on a regular basis to oversee the implementation of sustainable development initiatives and review future strategies and objectives, the results of which are reported to the Board of Directors. (2)Sustainable Development Committee A.To effectively achieve sustainable development goals, and to implement initiatives related to corporate governance, environmental sustainability, and social engagement, the Sustainable Development Committee was established under the Audit Committee. The committee is chaired by the Vice Chairman, with the Vice President and Chief Financial Officer serving as Vice Chair. In addition to the Corporate Governance Officer serving as an ex-officio member, the Chair selects personnel at the Vice President level and above to serve as members based on ESG implementation requirements. The Chair also appoints heads of units responsible for corporate governance, environmental sustainability, and social engagement to form the committee. The committee meets quarterly, and regularly reports its progress to the Audit Committee. B.As of 2025, the committee convened four meeting in accordance with the Sustainable Development Committee Charter. 3.The Board of Directors’ supervision of sustainable development in 2025 included: (1)Report on Communication with stakeholders. (2)Approving preparation of the “2024 Sustainability Report”. (3)Review of the implementation status of sustainable development initiatives for the year. (4)To approve determination of future execution strategies and goals based on the identification of material topics for sustainable development. |
None |
|
| 2.Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company’s operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? |
|
1.The scope of the Company’s sustainability report aligns with the themes of the consolidated financial statements, and the risk assessment boundaries are consistent with those of the sustainability report for the respective year. 2.The Company follows the five dimensions of the AA1000 Stakeholder Engagement Standard (AA1000SES). Through internal discussions and by referencing stakeholder identification and engagement methods used by industry peers, six categories of internal and external stakeholder groups have been identified. The Company adopts the “Double Materiality” principle proposed by the European Union for analyzing sustainability issues’ materiality. In accordance with the four-stage materiality identification process of the latest GRIStandards (2021), the Companyinvitedinternalsenior management and externalstakeholders to assess the |
None |
28
| Evaluation Item | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||
| actual/potential positive and negative impacts of sustainability issues. Using “Impact Severity” as the evaluation principle, the Company incorporates the results of materiality assessments and sustainability issues with significant impacts on business operations into its corporate risk management processes and systems. These are regularlyreviewed; details are asfollows: Material Issues Risk Assessment Items Management Policies or Strategies Governance and economic aspect Information security We regularly conduct information security awareness campaigns and invest in information security analysis software and communication auditing systems to ensure the effective implementation of information security measures. Product responsibility and quality We regularly manage and supervise product quality to ensure that customers receive the highest quality products. Economic performance We continuously improve our corporate governance evaluation scores and participate in international rankings to elevate our corporate reputationand economic performance. Legal compliance, Ethical corporate management 1.Guided by the principles of “integrity, service, quality, and innovation”, we are committed to shaping a culture of ethical corporate management. 2.We have established clear regulatory compliance and internal audit systems, rigorously adhering to legal requirements to avoid potential financial losses that couldimpact the Company’s operations. Customer relationship management, Sustainable supply chain, 1.We adhere to the Company’s procurement policy to ensure smooth supplier deliveries. 2.We communicate with customers about services, product information, and market trends to understand their needs, thereby maintaining customer relationships and enhancing customersatisfaction. Social aspect Occupational safety and health Conducting daily operations in accordance with the occupational health and safety management system and checking and correcting the overall system operation status through regular audits to achieve continuous improvement. Talent attraction and retention Improving welfare systems and promoting workplace care, integrating talent recruitment and retention, shaping a friendly workplace, and creating a mutually beneficial situation for employees and employer alike. Talent Development Through establishing a comprehensive and transparent promotion mechanism, along with organizing courses and seminars, the Company supports employeesintheircareerdevelopment withinthe organization. Environmental aspect Waste Management With the objective of increasing the waste recycling rate and reducing the landfill rate,PSMC adopts amulti-tieredmanagement strategy and |
||||||
| Material Issues | Risk Assessment Items |
Management Policies or Strategies | ||||
| Governance and economic aspect |
Information security |
We regularly conduct information security awareness campaigns and invest in information security analysis software and communication auditing systems to ensure the effective implementation of information security measures. |
||||
| Product responsibility and quality |
We regularly manage and supervise product quality to ensure that customers receive the highest quality products. |
|||||
| Economic performance |
We continuously improve our corporate governance evaluation scores and participate in international rankings to elevate our corporate reputationand economic performance. |
|||||
| Legal compliance, Ethical corporate management |
1.Guided by the principles of “integrity, service, quality, and innovation”, we are committed to shaping a culture of ethical corporate management. 2.We have established clear regulatory compliance and internal audit systems, rigorously adhering to legal requirements to avoid potential financial losses that couldimpact the Company’s operations. |
|||||
| Customer relationship management, Sustainable supply chain, |
1.We adhere to the Company’s procurement policy to ensure smooth supplier deliveries. 2.We communicate with customers about services, product information, and market trends to understand their needs, thereby maintaining customer relationships and enhancing customersatisfaction. |
|||||
| Social aspect | Occupational safety and health |
Conducting daily operations in accordance with the occupational health and safety management system and checking and correcting the overall system operation status through regular audits to achieve continuous improvement. |
||||
| Talent attraction and retention |
Improving welfare systems and promoting workplace care, integrating talent recruitment and retention, shaping a friendly workplace, and creating a mutually beneficial situation for employees and employer alike. |
|||||
| Talent Development |
Through establishing a comprehensive and transparent promotion mechanism, along with organizing courses and seminars, the Company supports employeesintheircareerdevelopment withinthe organization. |
|||||
| Environmental aspect |
Waste Management |
With the objective of increasing the waste recycling rate and reducing the landfill rate,PSMC adopts amulti-tieredmanagement strategy and |
29
| Evaluation Item | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||||
|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||
| guides contractors in implementing ISO-based assessments, thereby minimizing negative impacts on the environment. |
||||||
| Energy management, climate strategy, water resource management |
The Company implements international management systems and continuously manages processes based on the PDCA mechanism. A Green Energy Task Force has been established to plan and integrate renewable energy. The Sustainable Development Committee and Risk Management Committee work in parallel to effectively manage the potential risks posed by climate change to the organization and mitigate the potential impacts ofclimate change. |
|||||
| Air pollution prevention |
Establish target indicators for air pollution, with VOCs as the main monitoring category, to ensure that the Company effectively controls its operational emissions and minimizes thepotential impacts ofpollution. |
|||||
| 3.Environmental issues | ||||||
| (1)Has the Company set an environmental management system designed to industry characteristics? |
|
Since the establishment of the Company, it has been adhering to the concept of fulfilling corporate social responsibility as well as sustainable operations and development, and is committed to the improvement of environmental protection, occupational safety and health promotion, to which it considers even more duty bound. Therefore, it has actively carried out the establishment and implementation of environmental safety and health related management systems, such as ISO 14001, ISO 45001, CNS 45001 (TOSHMS), Responsible Business Alliance, ISO 50001, greenhouse gas verification, Life-cycle assessment, Water footprint and Carbon footprint, Corporate Social Responsibility Report, Sustainability Report (AA1000), to ensure that the Company’s environmental management and occupational safety and health related management activities are in line with international trends and tides. The operation of the Company’s environmental safety and health management system follows the environmental safety and health policy issued by the Chairman, and the promotion work of environmental safety and health management is planned according to the existing organizational structure; each year, it determines the direction of significant risk impacts relating to environmental safety and health issues according to the screening procedures and results of major ESG issues. The president approves the annual strategic goals of relevant environmental safety and health issues, and each department will draw up specific and feasible work goals for implementation according to its risk and opportunityassessment results,and then track the implementationprogress on aquarterlybasis. In |
None |
30
| Evaluation Item | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| addition, the internal environmental safety and health audit is carried out every six months to check and correct the overall system operation and implementation status. The audit results and system implementation effectiveness are submitted to the Environmental Safety and Health Management Committee for examination, joint review and amendment so as to achieve the purpose of continuous improvement. All of the Company’s Fabs (P1/2, P3, P5, 8A, and 8B) have obtained ISO 14001 and ISO 45001 certifications for environmental, health, and safety (EHS) management systems, as well as Responsible Business Alliance (RBA) verification. In 2025, the Company actively participated in various environmental public welfare activities and pursued honors, achieving the following awards: Outstanding Performance Award in the Ministry of Environment’s Toxic and Concerned Chemicals Disaster Prevention and Rescue Drills and Regional Joint Defense Organization Practical Exercise (Fab 8B and Fab P5); Hsinchu Science Park’s recognition for Environmental, Safety, and Health Sustainable Development Action; the Hsinchu Science Park Excellence Award for Industrial Waste Reduction and Circular Economy Effectiveness (Fab P3); the Hsinchu Science Park Excellence Award for Outstanding Occupational Safety and Health Unit (Fab 8B); and Hsinchu Science Park’s recognition for Outstanding Environmental Protection Personnel in Waste Management(Fab P12). |
||||
| (2)Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? |
|
The Company established the green energy term in 2022 to promote the green energy policy. We continue to track green energy resources, evaluate renewable resources such as solar, wind, hydropower, and related equipment such as energy storage and set renewable energy goals-building solar plants and purchasing green energy certificates to increase the installed capacity of renew energy. In line with our commitment to corporate social responsibility, compliance with national energy regulations, and in response to the global trend of energy efficiency and carbon reduction, the Company is actively working to improve energy efficiency and reduce energy consumption. We are also actively adopting renewable energy sources to minimize our environmental impact. The primary implementation approach is the introduction of the ISO 50001 Energy Management System. To enhance energy efficiency, the Company began adopting the ISO 50001 Energy Management System in 2015. In 2025, under the systematic operation of the energy management framework, full participation across all departments was achieved. Fab P5 also introduced ISO 50001 in the same year and successfully obtained certification. This initiative enabled all Fabs to establish energy-saving plans, achieving total electricity savings of 21.83 GWh and an annual energy-savingrate of at least 1.5%,therebydeliveringtangible results in energy |
None |
31
| Evaluation Item | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||||
| conservation and improved energy efficiency. Energy-saving and Carbon Reduction Performance Statistics for the Company in 2025 |
||||||||
| (3)Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? |
|
To reduce the impact of climate change risks/opportunities and to assess risk from all departments’ key operating activities, a risk assessment form was designed. Factors such as severity, probability of occurrence, and degree of risk hazard based on the possible threats, impacts, and effects of risks are used to identify the key risks encountered by the Company at our current stage. We also develop corresponding risk control strategies to reduce the impact of risks. The Company regulations also require that risk assessments be re-examined at least every two years, in coordination with business and personnel adjustments. In addition, it has formulated the Emergency Response Measures, so that when a risk disaster occurs, the supervisor of the responsible business unit can carry out reporting procedures in accordance with said Measures. The Crisis Management Team will then conduct crisis management and follow-uprecoverywork,to ensure the Company’s continuous operations. Risk/ opportunity type Risk/ opportunity factor Risk/ opportunity description Aspect of impact Coping strategy Physical risk – Long-term risk Drought and water shortages Extreme weather causes uneven rainfall; long periods without rainfall lead to a lack of water resources; water rationing policies leads to product production interruption and lower operational efficiency. Operating costs Operation interruption 1.The Fabs can tolerate water usage restrictions of approximately 20%. In case of water usage restrictions beyond this capacity, water tankers will be deployed. 2.Plans are in place for the use of recycled water. 3.Carry out management and control in accordance with the water supply interruptions and waterusagerestrictions plan. Transition risk – Market Increased client demand Clients are advocating international trends such as the Paris Agreement and the Carbon Disclosure Project (CDP) in hopes that raw Operating costs Input costs 1.Establish a “Green Energy Project” team to plan renewable energy installations and provide monthly progress reports to the President. 2.Actively participate in international ESG assessments. |
None |
|||||
| Risk/ opportunity type |
Risk/ opportunity factor |
Risk/ opportunity description |
Aspect of impact | Coping strategy | ||||
| Physical risk – Long-term risk |
Drought and water shortages |
Extreme weather causes uneven rainfall; long periods without rainfall lead to a lack of water resources; water rationing policies leads to product production interruption and lower operational efficiency. |
Operating costs Operation interruption |
1.The Fabs can tolerate water usage restrictions of approximately 20%. In case of water usage restrictions beyond this capacity, water tankers will be deployed. 2.Plans are in place for the use of recycled water. 3.Carry out management and control in accordance with the water supply interruptions and waterusagerestrictions plan. |
||||
| Transition risk – Market |
Increased client demand |
Clients are advocating international trends such as the Paris Agreement and the Carbon Disclosure Project (CDP) in hopes that raw |
Operating costs Input costs |
1.Establish a “Green Energy Project” team to plan renewable energy installations and provide monthly progress reports to the President. 2.Actively participate in international ESG assessments. |
32
| Evaluation Item | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||||||
| materials within the supply chain can collectively reduce carbon emissions. Clients may also request adherence to initiatives like the use of renewable energy sources (e.g., RE100) or greenhouse gas reduction commitments (e.g., SBTi). |
|||||||||
| Transition risk – Technology |
Challenges in Green (Low- Carbon) Process Development |
To promote sustainable development, the Company must shift to the development of green (low-carbon) products and improve its green (low-carbon) processes. Pertinent human resources and R&D time investments will result in increased operating costs. |
Operating costs Input costs |
Continuously develop more advanced, lower energy process technologies and innovative applications (e.g., 3D packaging, power management ICs, low- leakage oxide-semiconductors, storage class memory, and automotive electronics). |
|||||
| Resource efficiency |
Improving Water Resource Efficiency |
Maximizing the use of water resources and increasing the water recycling rate will reduce the Company’s reliance on natural water resources, enhance operational resilience in the face of extreme weather conditions, and reduce the probability of impacts and losses. |
Save operating costs |
Continuously increase water recycling rates and set targets: Process water recycling rate >85%, whole-Fab water recycling rate >70%. |
|||||
| Resource | Improving | By examining the |
Save operating | 1.Set anannual 1.5% energy-saving |
33
| Evaluation Item | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||||||
| efficiency | Energy Efficiency |
operational efficiency of machines and the entire Fab, the Company can find opportunities to enhance energy usage efficiency. This not only aligns with regulatory and customer demands for low-carbon products, but also reduces operational costs through reduced energy consumption. |
costs | reduction target. 2.The electricity consumption per unit wafer area will continue to decrease by 1% annually compared to the base year (base year: 2024). |
|||||
| Market risk | Automotive Chip Shortages Due to Increased Demand for Electric Vehicles |
The clear trend in the electric vehicle market is driving growing demand for automotive chips. By increasing production capacity of automotive chips and ensuring a stable supply, the Company can secure long-term partnerships with major automobile manufacturers. |
Improved revenue |
1.Conduct plans for technology, product, and customer development in the electric vehicle chip market. 2.Develop semiconductor process technology for electric vehicle- related power management ICs. 3.Stabilize future revenue by signing long-term prepayment supply contracts for automotive chips with automobile manufacturers. |
|||||
| (4)Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? |
|
For the management of greenhouse gas emissions: Greenhousegas emissions in the last twoyears(coveringall Fabs) Year Scope 1 (10,000 tons of CO2e) Scope 2 (10,000 tons of CO2e) Unit product emissions (kgCO2e/cm2) 2024 6.59 64.07 0.659 2025 6.66 62.27 0.596 Note 1: The inventory scope falls under the emission sources regulated by the Ministry of Environment; therefore, it is conducted in accordance with the Ministry's regulations. Scope 2 emissions are calculated using the market-based method. Note 2: The 2025 inventory data is expected to be verified by a third-party certification body by mid-April 2026. Managementpolicies and results: In compliance with environmental laws and regulations and the requirements |
None |
34
| Evaluation Item | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| of relevant stakeholders such as regulatory authorities and customers, the Company is dedicated to reducing and managing greenhouse gas emissions as part of its responsibility to protect the Earth’s environment. Each year, the Company conducts a greenhouse gas inventory across all its facilities to assess the overall usage and emissions of greenhouse gases. Based on the results, the Company formulates a variety of reduction and management measures. Each unit within the Company also develops relevant greenhouse gas reduction measures and plans. These efforts collectively contribute to achieving an annual reduction target of 1% in energy and carbon emissions through the implementation of energy-saving and carbon reduction initiatives. For more detailed data and information regarding reduction achievements, please refer to the Company’s sustainability report. For the management of water resources: Water consumption in the last twoyears(coveringTaiwan Fabs) Year Water intake (M3) Water consumption (M3) Unit product water intake(M3/m2) 2024 7,189,615 2,343,195 67.06 2025 7,583,235 2,521,297 65.61 Management policy and results: The Company continues to enhance its water recycling rate and process water- use efficiency through technological improvements and capital investment in equipment. In 2025, despite increased production capacity compared with 2024, the Company’s overall process water recycling rate reached 87.9%, exceeding the 85% benchmark set by the Science Park Bureau. In 2025, the water intake per unit of product decreased slightly by approximately 2.2% compared with 2024, mainly due to the implementation of water-saving plans proposed by each plant (such as installing or upgrading recycling systems and optimizing operating parameters) with results exceeding preset targets. As a result, cumulative water savings reached 818,877 tons, significantly surpassing the Company’s water-saving target of 27,000 tons. For the management of waste: The amount of hazardous waste and non-hazardous waste in the last twoyears(coveringTaiwan Fabs) Year Hazardous industrial waste(ton) Non-hazardous industrial waste(ton) Reuse amount (ton) Unit product waste amount (kg/cm2) 2024 7,868.64 11,027.35 17,810.51 0.0176 2025 8,148.09 10,914.48 18,103.39 0.0165 Management policy and results: The Company continues to introduce life-cycle based regulatory concepts and remains committed to achieving the following goals: (1) reduction at the source, (2) increasing the value of waste reuse, and (3) proper waste disposal and tracking. In 2025, the amount of waste per unit of product decreased by approximately 6.2% compared with 2024. Nevertheless, the overall waste recycling rate reached 94.97%, exceeding the Company’s target of 92%. Additionally, during the year, Fab P3 was awarded the Hsinchu Science Park Excellence Award for Industrial Waste Reduction and Circular Economy Effectiveness, while Fab P12 received Hsinchu Science Park’s recognition for Outstanding Environmental Protection Personnel in Waste Management. |
|||||
| 4.Social Issues |
35
| Evaluation Item | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (1)Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? |
|
The Company upholds a People-Centric management philosophy. In employee recruitment, the Company not only strictly complies with local laws and regulations, but also prohibits discrimination based on race, gender, age, marital status, religion, political affiliation, disability, or other such status. In alignment with international trends toward balanced environmental, social, and corporate governance (ESG) development, PSMC safeguards the fundamental human rights of employees, suppliers, business partners, and other stakeholders. PSMC adheres to regulations such as the Responsible Business Alliance (RBA) Code of Conduct, the United Nations Guiding Principles on Business and Human Rights, the International Labor Organization’s Declaration of Fundamental Principles and Rights at Work, and the United Nations Universal Declaration of Human Rights. In 2022, the Company formulated our Worker and Human Rights Policy, signed by the President, and publicly disclosed the policy on the Company website and in our internal network. The policy is implemented through education and training, human rights due diligence, and RBA self-assessments. In addition, suppliers, contractors, and business partners are required to complete RBA compliance questionnaires and are subject to unscheduled on-site audits to help build a diverse, inclusive, and friendly workplace environment. All employees and security personnel are required to receive annual human rights training. The training covers laws and regulations related to personal rights and labor rights, as well as freedom of employment, wages, leave, working hours, prohibition of discrimination, and freedom of assembly, along with related case studies. This ensures that security personnel also comply with social and ethical standards. For our Labor and Human Rights Policy, please refer to the Company website: https://esg.powerchip.com/upload/media/Diverse_Inclusive_Workplace/%E5%8A%9B%E7%A9%8D%E9%9B %BB%E5%8B%9E%E5%B7%A5%E5%8F%8A%E4%BA%BA%E6%AC%8A%E6%94%BF%E7%AD%96.p df |
None |
|
| (2)Has the Company established and implemented reasonable employee welfare measures (include salary/compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation? |
|
The Company offers excellent compensation and benefits, appropriately provides incentive bonuses and employees compensation based on the operating conditions, and issues employee stock options as appropriate to stimulate opportunities for employees to grow together with the Company. The Company also provides Employee Stock Ownership Plan, gift certificates in holidays, birthday bonus, wedding gifts, maternity subsidies, funeral subsidies, and child educational compensation to attract talents and retain employees. Please refer to pages 70-71 of this annual report for related employee benefit measures, retirement systems, and their implementation, which are detailed in 5.Labor Relations. Diversity and equality in the workplace: The Company focuses on gender equality, equal pay for equal work, and fair opportunities for promotion. In 2025, the average percentage of female employees was 37.7%, and the average percentage of female supervisors was 26%. Employees with outstanding performance have good opportunities for promotion, and various bonuses, compensations, and stock options are closely linked with personal work performance. For details of employee remuneration, please refer to page 58 of this annual report (5)Employee and director remuneration-1)The percentage and range of the employee and director remuneration as stated in the Articles of Incorporation. |
None |
|
| (3)Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? |
|
EHS management system operations: The Company’s Environmental Health and Safety (EHS) Policy is the guiding principle for EHS management, and the Safety, Health, and Environmental Protection Committee serves as the highest-level deliberative body for the EHS management system. The Committee, which is chaired by the Company President, convenes quarterly to evaluate and revise the EHS management plan and assess the achievement of objectives related topreventingand reducinghealth and safetyrisks,thereby promoting |
None |
36
| Evaluation Item | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| continuous improvement. To ensure that the EHS management system complies with regulatory requirements, the Company has established an EHS Audit Team composed of internal EHS auditors. The Team conducts semi-annual internal EHS audits in accordance with procedures such as the Regulations on the Management of Internal EHS Audits and the Rules for the Certification and Registration of Internal EHS Auditors. The Company has also commissioned the third-party organization LRQA Group Limited to assess overall EHS management system operations and verify the system’s effectiveness. Environmental Health and Safety (EHS) Policy, please refer to the Company website: https://esg.powerchip.com/zh-tw/staticpage/safe-working-environment All of the Company’s Fabs (P1/2, P3, P5, 8A, 8B) have obtained ISO 14001, ISO 45001, CNS 45001 (TOSHMS), and Responsible Business Alliance (RBA) certification. The certificates please refer to the Company website:https://www.powerchip.com/zh-tw/quality/ehs_system?target=target_title Comprehensive promotion of workplace safety: To effectively manage internal and external issues connected to the activities, products, services, and EHS operations in all sectors of each Fab, the Company has formulated an EHS Management Handbook. The scope of application covers stakeholders related to the Company’s operations, including all personnel, clients, contractors, suppliers, vendors, EHS authorities, and NGOs. In terms of execution, managers at all levels provide ample resources and support according to their positions, and they encourage personnel in their departments to actively participate in proposal improvements and training discussions. Proactiveness, safety, and timeliness are upheld as the core principles for enhancing vigilance and workplace safety during business operations and enhancing the overall quality of EHS. In terms of supervision and management, the Company conducts quarterly conformance assessments of EHS management system operations in accordance with the Regulations for Examination of EHS Management and the Procedures for Investigating Abnormal Incidents to assess progress and results related to the achievement of objectives for preventing and reducing health and safety risks and hazards. The assessment results are shared with management and stakeholders, and they serve as a reference for actively improving the management system. The Company has also established procedures for investigating abnormal incidents, which include investigating occupational accidents (including traffic accidents) and abnormal incidents, identifying hazards, and conducting safety inspections and field audits to confirm the causes, after which countermeasures are proposed to correct the problems and prevent accidents from recurring. Workplace monitoring and protection: In accordance with the workplace monitoring plan, each of the Company’s Fabs identifies existing and potential risks and hazards within the workplace, then establishes monitoring sites and sampling plans. If the workplace monitoring results exceed the Standards of Permissible Exposure Limits at Job Site promulgated by the Ministry of Labor, an improvement plan is formulated in accordance with the control measures in the Procedures for EHS Risk Assessment, then the results are reassessed, with all records preserved. To fully understand the actual workplace conditions and assess personnel’s exposure to hazards, the Company conducts semi-annual monitoring of the items stipulated in the Regulations for Workplace Environmental Monitoring, which include chemical hazards (e.g., organic solvents and specified chemical substances), physical hazards, and bacterial testing. Workplace monitoring organizations approved by the Ministry of Labor are commissioned to carry out each survey. The results are analyzed to quantify data distribution and variability characteristics, which are used as feedback for planning subsequent samplingstrategies,follow-upmonitoring projects,and the announcement of monitoringresults. |
37
| Evaluation Item | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| The EHS Committee reports the workplace monitoring results and improvement measures to labor representatives and meeting attendees, ensuring that all employees are informed and can establish good awareness of safety and health protection. In 2025, the monitoring results all met the legally stipulated requirements. The Company’s EHS education and training are divided into three main categories: EHS management systems, regulatory certification, and operational control. In 2025, the Company organized a total of 216 training sessions, with 30,634 participants. This included 35 sessions of onboarding training for new employees, with 781 participants. Statistics show that a total of 1,054 employees hold EHS-related roles within the Company, all of whom possess certifications compliant with regulations. Additionally, for new contractor personnel, the Company provided 1,939 individuals with safety and health education and training on site-specific hazards. In 2025, the Company completed education and training plans for 175 departments, incorporating them into departmental objectives, and quarterly reviews confirmed a 100% completion rate. The PSMC EHS Training Management System was utilized to enable departments to update and access safety and health training outcomes. For example, 101 waste reduction training sessions were held, with 4,964 participants. The results of the department-led EHS education and training are documented in the Company’s electronic system, making the management and auditing of EHS training more efficient and effective. In 2025, no fire incidents occurred at any of the Company’s Fabs. A review of reported and notified occupational injury data revealed a total injury index of 0 (excluding traffic-related occupational injuries), which met the Company’s annual target and was significantly lower than the 3-year average of 0.09 for the semiconductor manufacturingindustry. |
||||
| (4)Has the Company established effective career development training programs for employees? |
|
In order to allow employees to grow together with the Company, the Company has built a complete education and training program based on its business philosophy, long-term operations strategy, and talent development strategy. Through internal and external training, employees can advance work skills, quickly adapt to environmental changes, enhance work performance, improve product and service quality, and create integrated competitiveness of individual employees and the organization, which allows employees’ career development and business development to complement each other. |
None |
|
| (5)Does the company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? |
|
The products produced by the company are all in line with commercial standards for IC product reliability testing, international ISO certifications (such as ISO 9001, ISO 14001, and IATF 16949), and international green energy standards (in compliance with EU RoHS regulations and SONY Green Policy specifications). Both marketing and labeling are in accordance with international standards, with the aim of providing clients with high-quality products. The Company, in accordance with the Personal Data Protection Act and other relevant regulations, has established a “Privacy Policy” and adheres to confidentiality agreements to protect the privacy of clients. To reduce the health and safety risks of employees, visitors, and clients, the Company has also obtained OHSAS 18001 and ISO 45001 certifications. Meanwhile, it also provides standardized and effective complaint procedures for products and services, and clearly stipulates the attribution of responsibilities and relevant provisions in the contract entered into with clients. In case of encountering relevant problems, one may directly contact the service personnel provided on the Company website, where there will be client service units and stakeholders zones available to protect consumer rights and interests as well as toprovide complaints channels. |
None |
38
| Evaluation Item | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (6)Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? |
|
The Company has formulated the “Supplier Social Responsibility Assessment and Management Rules” based on the “Responsible Business Alliance (RBA, formerly known as EICC) Code of Conduct” as a blueprint to lay down the code of conduct and statement for suppliers, requiring suppliers to properly follow this Code of Conduct in all aspects of their business conduct, such as labor, health and safety, environment, business ethics, and management systems, and to fully comply with the laws and regulations of the countries in which we operate. Meanwhile, the Company conducts regular inspections, and the inspection results are also one of the important factors in the Company’s decision-making. For our supplier management policy, including sustainable supply chain development, supplier code of conduct, green procurement, and other related policies and practices, please refer to the Company website: https://esg.powerchip.com/zh-tw/staticpage/supplier-and-contractor-management |
None |
|
| 5.Does the company refer to international reporting standards or guidelines when preparing its sustainability report and other reports disclosing non-financial information? Does the company obtain third party assurance or certification for the reports above? |
|
1) The Company’s “2024 Sustainability Report” was prepared based on various guidelines and standards including the Global Reporting Initiative (GRI) Universal Standards 2021, the Sustainability Accounting Standards Board (SASB) industry-specific standards for the semiconductor sector, and the Task Force on Climate-related Financial Disclosures (TCFD) framework. The report was independently verified by the British Standards Institution (BSI) according to the AA1000AS v3 Type 2 high-level assurance standard. 2) The Company is committed to continuously preparing “2025 Sustainability Report”, and in accordance with significant sustainability issues and the impact of these issues on stakeholders. These reports will undergo third- party verification to transparently showcase the Company’s ongoing efforts and determination toward sustainable development,alongwith the disclosure of relevant sustainabilitydata to thepublic. |
None |
|
| 6.If the Company has adopted its own sustainable development best practice principles based on the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please describe any deviation from the principles in the Company’s operations: The Company has established “Corporate Governance Best Practice Principles”, and the operation of which is all consistent with the spirit and principles stipulated in the “Corporate Governance Best Practice Principles”,Please refer to the Companywebsite and sustainabilityreport. |
||||
| 7.Other important information to facilitate better understanding of the company’s promotion of sustainable development: (1)The achievements of environmental, safety and health: The Company mitigates climate change of the risks associated by establishing sustainable environmental operating processes, and continue to be committed to the advancement of environmental protection, occupational safety, and health promotion, and actively carries out the establishment and implementation of environmental safety and health related management systems, such as ISO 14001, ISO 45001 , CNS 45001 (TOSHMS), ISO 50001, Responsible Business Alliance, greenhouse gas verification, corporate social responsibility report, life cycle assessment, water footprint, carbon footprint so as to ensure that environmental management and occupational safety and health related management activities are in line with international trends and tides; All colleagues are also aiming to reduce the electricity consumption of production unit, plan to replace old equipment with new one, promote advanced manufacturing process technologies, continue reduction measures, and work on other issues. The Company will continue to pay attention to the evolution of various new issues and trends, and use these as the goal and direction of implementing corporate social responsibility so as to co-exist and co-prosper with society and the environment, and establish a sustainable development model with its own operating experience. (2)Charitable activities: In addition to continuously creating economic value, the Company has also established a Public Welfare Committee to extend corporate sustainable development. The Company upholds love and care, and provides assistance to communities, cultural and educational institutions and disadvantaged groups through practical participation and services. We look forward to doing our part for the society, fulfilling our responsibilities as a corporate citizen, and fostering a harmonious and good society, where we support each other and share the common good together. In the year 2025, charitable activities promoted by the Public Welfare Committee are listed as follows: |
39
| Evaluation Item | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| ● Promotion of Domestic Arts and Cultural Activities: Collaborated with the Aaeon Foundation to organize the PSMC Charity Arts and Cultural Exhibition, promoting and showcasing works by domestic painters within the Company, through active participation in arts and cultural charity events. ● Promotion of Domestic Arts and Cultural Activities: Sponsored the Puzangalan Children's Choir’s participation in an international competition in Poland. The choir, which is composed of Paiwan indigenous children from Pingtung County, integrates traditional chants with modern music in performances and competitions, thereby supporting the preservation and development of indigenous culture. The sponsorship amounted to NT$100,000. ● Continue to sponsorship of Kind-hearted Vendor-Chenghuang Temple Street Tianbula: We sponsored the tianbula vendors at Chenghuang Temple Street in Hsinchu by providing financial support to cover their rent expenses. This assistance helps them run their kind-hearted businesses and also enables them to provide free meals to disadvantaged groups. We provided sponsorship of NT$40,000 in 2025. ● Old Shoe Donation Campaign: The Public Welfare Committee invited employees to participate in the International Ministries’ old shoe donation campaign. Unused shoes were donated to rural areas in East Africa to protect them from health hazards caused by sand fleas. 1,118 pairs of shoes were collected. ● Tree Planting and Forest Conservation Activities: In 2025, the Public Welfare Committee of PSMC partnered again with the Tse-Xin Organic Agriculture Foundation to plant 500 trees each in Kunziko, Hsinchuang Township, Hsinchu County, and Pei-chuan, Kuan-shan Town, Taitung County. This effort aimed to protect coastal areas from land erosion and mitigate the negative impacts of climate change. Total expenses were NT$500,000. ● Environmental Conservation: Participated in the Company’s Nanliao beach cleanup campaign. The Public Welfare Committee set up a blood pressure measurement booth at the event and joined the beach cleanup to help preserve the coastal environment. ● Environmental Conservation: Participated in a mountain cleanup activity along the Skywalk Trail near Tongluo Fab. Employees joined hands to restore the natural environment and protect the planet. ● Environmental Conservation: Conducted environmental cleanup and tree pruning at the Nanliao Ecological Sports Park, which has been adopted by the Company, to maintain the quality of park facilities for local residents. ● Mid-Autumn Festival Charity Campaign: Donated Mid-Autumn Festival gifts to Jianshi Elementary School and remote tribal communities in Hsinchu. The cost of the gift boxes was NT$59,200. ● Local Community Support: Supported physical fitness programs for youth in rural areas by sponsoring the badminton team of Chu Dong Junior High School since 2022. In 2025, the sponsorship was renewed for an additional 3 years at NT$18,000 per month, with a total contribution of NT$648,000. ● Local Community Support: The PSMC Public Welfare Committee provided space and invited organizations such as Children Are Us Foundation, TR Bake, San Love Social Welfare Association, Yu’an Children’s Home, Syin-Lu Social Welfare Foundation, Yu-Cheng Social Welfare Foundation, and World Peace Association to hold charity sales events at the Company. Additionally, local farmers from Tongluo Township were invited to set up stalls at the Company to sell their self-grown agricultural products to employees. ● Local Community Support: Donated proceeds from the Company’s charity secondhand market to Catholic churches in the mountainous areas of Hsinchu to support underprivileged indigenous families and children’s education. ● Hsinchu Science Park Bureau’s 2025 Occupational Safety and Environmental Protection Month: The PSMC Public Welfare Committee organized a Blood Pressure Measurement Charity Event at the Science Park Administration's activity venue. ● Participation in the Refurbished Computer Hope Project, ASUS Foundation’s charity recycling program: In 2025, the Company donated four batches of decommissioned computers to the charity drive, contributing a total of 3,417 machines (1,157 PCs and 2,038 LCDs). (3)The Company sponsored the “Powerchip Cultural Foundation” and the “College of Semiconductor Research” in universities. 1)Art and Culture: The Powerchip Cultural Foundation was established in November 2004 with the aim of promoting arts and cultural activities. At present, it actively promotes cultural and artistic activities by organizing and co-organizing cultural events, performances, and competitions, etc., thereby enhancing social and cultural tastes as well as positive energy. The activities sponsored through the Powerchip Cultural Foundation in 2025 are as follows: |
40
| Evaluation Item | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| ● Foreign musicians: 30 ● Local orchestras: National Symphony Orchestra (NSO), Evergreen Symphony Orchestra (ESO), National Taiwan Symphony Orchestra (NTSO), Taipei Symphony Orchestra (TSO) ● Foreign orchestras: Bamberger Symphoniker, Orchestre de Paris, NDR Sinfonieorchester Hamburg, Tschechische Philharmonie ● Number of beneficiaries of concerts and art exhibitions: approximately 324,226 people ● Number of beneficiaries of education, promotion, lectures, and guided listening: approximately 12,068 people ● Total of 1 Art Exhibitions ● Total of 30 sponsored concerts 2)Industry-university collaboration: The Company believes that maintaining Taiwan’s leading position in the semiconductor industry will rely mostly on talent cultivation and self-sufficiency. Therefore, by sponsoring the four major Colleges of Semiconductor Research in universities of Taiwan (National Taiwan University, National Tsing Hua University, National Yang Ming Chiao Tung University, and National Cheng Kung University), it trains and cultivates more Taiwanese high-tech engineers and attracts more talent to contribute to Taiwan’s semiconductor industry. (4)External Initiatives: In response to the rapidly evolving semiconductor industry, the Company continues to enhance its manufacturing technologies while also taking a forward-looking approach to identifying emerging industry trends. To optimize the industrial environment and policy framework, the Company actively participates in various industry associations, serving in key roles such as chairperson, director, and supervisor, and working closely with industry peers to promote sector-wide development. To further strengthen the international competitiveness of Taiwan’s industries, the Company has also proactively initiated the establishment of cross-disciplinary associations to foster inter-industry exchange and collaboration. Through these industry platforms, the Company focuses on core issues such as corporate sustainability, technological innovation, and environmental sustainability and actively provides policy recommendations to the government. These efforts aim to promote sustainable policies covering critical areas including land use, water resources, electricity supply, and talent development, thereby reinforcing the industry’s competitive advantages. In 2025, by participating in dozens of external organizations, the Company successfully disseminated sustainable values among industry peers and value chain partners, jointly creating greater positive social impact. The main industry associations that the Company participates in include: ● Taiwan Semiconductor Industry Association, R.O.C. ● Taiwan Science Park Bureau Industrial Association ● Taiwan Semiconductor Industry-Academia-Research Alliance ● Taiwan Advanced Automotive Technology Development Association ● Taipei Computer Association ● Taiwan Smart Internet of Things Industry Association ● Taiwan Carbon Capture, Utilization and Storage Association ● Taiwan Institute of Chemical Engineers ● Industrial Carbon Neutrality Alliance ● Huatung Industry Common Standard Promotion Foundation ● Securities and Futures Institute of the R.O.C. ● Hsinchu Nurses Association ● Taiwan Computer Audit Association ● Institute of Internal Auditors, R.O.C. ● Taiwan PM2.5 Monitoring and Control Industry Development Association ● Taiwan Environmental Management Association ● Hsinchu Human Resource Management Association |
41
| Evaluation Item | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| ● Miaoli Nurses Association ● Taiwan-India Trade and Economic Cooperation Association, R.O.C. ● Chinese Cultural Federation ● Global Semiconductor Alliance ● International Semiconductor Industry Group Ltd |
|||||
| 8.Other useful information for explainingthe status of corporate social responsibility practices: | |||||
| (1)Describe the board of directors’ and management’s oversight and governance of climate-related risks and opportunities. |
The Company regards the Board of Directors as the highest authority on climate governance. It is responsible for overseeing the Company’s climate change strategies and ensuring that they align with the Company’s overall direction and operational goals. It also monitors the progress towards achieving these goals. To enhance the evaluation and effectiveness of climate change strategies and plans, managed by the Audit Committee and integrate ESG issues as well as climate-related risks and opportunities, confirming the overall strategic direction and goals of the organization. Two subcommittees have been set up under the “Sustainable Development Committee”: the ESG Committee and the “Risk Management Committee”. The “Sustainable Development Committee” is responsible for formulating various climate change strategies. Four strategy execution teams under this committee assist or guide business units in implementing climate change strategies and reviewing the alignment and appropriateness of the strategies and goals. The “Risk Management Committee” is responsible for identifying and analyzing climate-related risks within the organization and effectively managing potential risks associated with climate change. Four strategy execution teams operate under the committee, ensuring that risk management is implemented in the day-to-day operations of various business units. Both the Sustainable Development Committee and the Risk Management Committee submit quarterly reports to the Audit Committee on the implementation of climate risk and opportunity strategies in various departments. These reports allow the Company to track strategy implementation progress and make necessaryadjustments. |
||||
| (2)Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). |
On the basis of a comprehensive analysis of domestically and internationally developing trends in climate change as well as its own operational status, the Company identified 12 climate risks and 9 climate opportunities. These were jointly assessed by the departments responsible for evaluating the impact of climate-related risks and opportunities across the Company’s entire value chain. The assessment categorized these impacts based on their possible occurrence within defined timeframes: short-term (1-3 years), medium-term (4-5 years), and long-term (6 years or more). For detailed descriptions of these risks and opportunities, please refer to the Company’s sustainability report. |
||||
| (3)Describe the financial impact of extreme weather events and transformative actions. | The Company has identified 3 key risks and 3 key opportunities issues for priority response to climate change through internal investigations, taking into account the impact level, vulnerability, control, and likelihood of each risk and opportunity. Based on the identified key climate risks and opportunities, the Company further considered the impact of relevant events on operational costs, input costs, revenue, and other factors, and developed response strategies. For detailed information on the identified keyclimate risks and opportunities,as well as the correspondingresponse |
42
| Evaluation Item | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| strategies, please refer to the Company’s sustainability report. | |||||
| (4)Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
To mitigate the impact of climate change risks, the Company conducts risk assessments for key operational activities across various departments using risk assessment forms. Based on the assessment results, the Company identifies its current key risks by considering factors such as severity, likelihood, and risk impact. Additionally, it develops corresponding risk control strategies. The Company also specifies that risk assessments should be periodically reviewed, with at least a biennial reassessment in alignment with any adjustments in the Company’s operations and personnel. Furthermore, the Company has established emergency response procedures in the event of a risk or disaster, department heads are responsible for reporting to the crisis management team according to the Company’s emergency response procedures. The crisis management team coordinates crisis response and subsequent recovery efforts to ensure the Company’s continued operations. |
||||
| (5)If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. |
The Company utilizes the “Taiwan Climate Change Projection Information and Adaptation Knowledge Platform” (TCCIP) of the National Science and Technology Council (NSTC) to simulate climate information for RCP2.6 and RCP8.5 scenarios. This information is used for physical risk scenario analysis of the Company Fabs and suppliers. The Company also employs the IEA World Energy Model STEPS, Advanced Planning and Scheduling (APS), and Net Zero Emissions by 2050 (NZE2050) scenarios to simulate decarbonization pathways and estimate carbon fees under different scenarios. For detailed parameters, hypotheses, analysis factors, and keyfinancial impact information, please refer to the Company’s sustainabilityreport. |
||||
| (6)If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. |
To effectively manage the Company’s climate change response efforts, the Company has established various climate-related indicators to measure the effectiveness of its climate actions, including greenhouse gas emissions, electricity consumption, renewable energy usage, water recycling rate, and others. These indicators serve as measures of climate-related risks and opportunities. The associated targets and action plans can be found in the Company’s sustainability report. |
||||
| (7)If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
To strengthen climate risk management, implement our sustainable development strategy, and respond to international trends and national regulatory requirements, the Company initiated the Internal Carbon Pricing (ICP) mechanism implementation project in 2024. ICP incorporates carbon costs into internal financial and investment evaluation processes, and thus helps the Company to enhance energy efficiency, proactively address the risk of rising carbon costs, and make more precise and forward-looking low-carbon investment decisions. The mechanism also helps us optimize mid- to long-term financial planning, align resource allocation with low-carbon transition demand, and strengthen overall operational resilience. The Company has completed our inventory and verification of Scope 1, Scope 2, and Scope 3 greenhouse gas emissions, and has established the application scope of our internal carbon pricing framework based on Scope 1 and Scope 2 emissions. Beginning in 2024, the Company plans to prioritize the adoption of an implicit price as our internal carbon pricing mechanism (NT$2,580/tCO₂e). This approach integrates the economic impact of carbon emission costs into decision-making processes,includinginvestment |
43
| Evaluation Item | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | |||
| project evaluations, equipment replacement, and energy improvement initiatives. Through the ICP mechanism, the Company aims to enhance capital allocation efficiency, and strengthen the depth and accuracyof cost–benefit analyses. |
|||||
| (8)If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. |
To effectively manage the Company’s climate adaptation efforts, which has established various climate-related indicators that quantify the effectiveness of climate actions. Following the Task Force on Climate-related Financial Disclosures (TCFD) governance framework, the Company systematically implements its climate strategy and sets climate-related targets. These targets are regularly reviewed and adjusted to align with global trends and regulatory changes, continuously reducing the impact of climate change on the Company and enhancing its resilience in facing future climate challenges. In 2025, the Company purchased 26,353 renewable energy certificates and installed solar power generation systems in its Fab areas as part of its efforts to transition to renewable energy sources. The Company has established specific and detailed climate-related goals and plans, including timelines andprogress tracking,which can be found in the Company’s sustainabilityreport. |
||||
| (9)Greenhouse Gas Inventory and Verification, Reduction Goals, Strategies, and Specific Action Plans. |
The Company conducts a greenhouse gas inventory every year in accordance with the ISO 14064- 1 procedure. All of our factories have been verified by a third-party verification body, allowing us to fully grasp the sources and quantities of greenhouse gas emissions. Based on this, we set reduction targets and plans. Each department also formulates measures and plans to reduce greenhouse gas emissions. In 2025, the implementation of our energy-saving and carbon-reduction plan achieved a reduction of 1.43%, meeting our annual target of reducing emissions by 1% and achieving an absolute reduction of 10% (10,000 tons) in direct emissions. The main reason for the increase in Scope 1 greenhouse gas emissions in 2025 was the rise in production capacity and the use of “greenhouse gas emission coefficients” as required by the Environmental Protection Administration's regulations on climate change. On the other hand, Scope 2 emissions decreased compared to the previous year due to the update of the carbon emission coefficient for electricity. 1.Greenhouse Gas (GHG) Reduction Targets: In addition to promoting energy-saving and carbon-reduction plans every year and setting a target to reduce greenhouse gas emissions by an average of 1% per year, we have also set short- term, mid-term, and long-term reduction targets in response to the TSIA's net-zero emission reduction target and the national reduction target. Our 2026 reduction target is to achieve an absolute reduction of 11% (11,900 tons) in direct greenhouse gas emissions based on 2020 levels. For more information on our targets, please refer to our sustainability report. 2.Carbon Reduction Strategy and Specific Action Plans: The inventory results show that our company's overall emissions are concentrated in Scope 1, which includes the use of fluorinated greenhouse gases in our manufacturing processes, and Scope 2, which includes the use of external electricity. These two categories account for 95% of our total emissions. In response to the government's policy of encouraging substantive reductions through preferential rates, we will focus on reducing fluorinated greenhouse gas emissions and decreasingour use of external energysources. These measures have been |
44
| Evaluation Item | Evaluation Item | Evaluation Item | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Implementation status | Deviations from “the Corporate Social Responsibility Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||||||
| incorporated into our overall greenhouse gas reduction plan and have been approved by the authorities, allowing us to receive preferential rates.. For more details on the Company’s GHG reduction targets, strategies, specific action plans, and progress, please refer to CompanySustainabilityReport. |
||||||||||
| The information ofgreenhousegas inventoryand assurance | ||||||||||
| Greenhouse Gas Inventory | 2024 | 2025 | ||||||||
| Total emissions (Metric tons CO2e) |
Intensity (Metric tons CO2e / NT$1 million) |
Total emissions (Metric tons CO2e) |
Intensity (Metric tons CO2e / NT$1 million) |
|||||||
| Scope1 | Parent and subsidiaries | 65,935 | 1.4742 | 66,650 | 1.4263 | |||||
| Scope2 | Parent and subsidiaries | 640,752 | 14.3262 | 622,662 | 13.3247 | |||||
| Total | 706,687 | 15.8004 | 689,312 | 14.7510 | ||||||
| Scope3 | Parent and subsidiaries | 214,549 | 4.7970 | 227,990 | 4.8789 | |||||
| Greenhouse Gas Assurance | 2024 | 2025 | ||||||||
| Parent and subsidiaries | Parent and subsidiaries | |||||||||
| Agency | BSI | BSI | ||||||||
| Standards | ISO 14064-3 | ISO 14064-3 | ||||||||
| Level of Assurance | Reasonable assurance | Parent: The verification is expected to be completed in the middle of April, 2026. Subsidiaries: Reasonable assurance |
Note 1: The information of greenhouse gas inventory and assurance covers the Company and all subsidiaries in the consolidated financial report. Note 2: Scope 2 emissions are calculated using the market-based method.
Note 3: Data for 2025 is based on the Company’s internal records and is scheduled for third-party to complete the verification in the middle of April, 2026. Note 4: Comprehensive inventory information of the Company, please refer to the Company website and sustainability report.
45
(6)Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies":
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1.Establishment of ethical corporate managementpolicies andprograms | ||||
| (1)Does the company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? |
|
The Board of Directors of the Company adopted a resolution on March 9, 2021, to establish the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct” as a resolution made by the Company’s Board of Directors, and also adjusted part of provisions on the Board of Directors for the purpose of actively implement ethical corporate management policies. The Company has also establish various internal guidelines to ensure the proper implementation of ethical corporate management and regulatory compliance. Every year, its reports to the Board of Directors on the implementation status of the Company’s ethical corporate management; and has disclosed relevant rules and regulations on the Companywebsite for shareholders to inquire at anytime. |
None |
|
| (2)Whether the company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates, within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? |
|
The Company has established operational procedures for preventing unethical conduct in accordance with the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct”. Directors, managerial officers, and employees are prohibited from directly or indirectly providing, receiving, promising, or requesting any improper benefits in the course of their duties or engaging in other actions that violate integrity, legality, or breach of fiduciary duty. Furthermore, the Company has implemented preventive measures and conducted educational training to implement its integrity policy. |
None |
|
| (3)Does the company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan? |
|
The Company’s “Procedures for Ethical Management and Guidelines for Conduct” takes necessary precautions against business activities that a higher risk of unethical conduct is involved. In addition, both the Company’s “Code of Conduct for Directors and Managerial Officers” and “Code of Conduct for Employees” clearly regulate the conduct of and discipline for directors, managerial officers and employees. The Company also regularly reviews and revises the aforementioned plan. Meanwhile, the Company has establish the “Procedure of complaint and report and employee participation feedback”, as the reference for insiders to report, complain, or suggest any conduct that was illegal or violate the Code of Ethical Conduct or Ethical Corporate Management Best Practice Principles. |
None |
|
| 2.Ethical Management Practice | ||||
| (1)Does the company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts? |
|
The Company’s “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” guide colleagues to abide by the rules with respect to interactions among upstream and downstream stakeholders relating to the business when they perform their duties. It is also clearly prescribed in the invoice that employees and suppliers shall complywith the integrity principles amongthemselves. |
None |
|
| (2)Has the company set up a dedicated unit to promote ethical corporate management under the board of directors, and does it regularly (at least once a year) report to the board of directors on its ethical corporate managementpolicyandprogram toprevent unethical |
|
The Company’s Professionalism Promotion Committee is responsible for promoting the formulation and implementation of Procedures for Ethical Management and Guidelines for conduct, as well as reviews related matters, their handling methods and review to follow through the improvement measures. Every year, the Committee reports to the Board of Directors. As of the printingdate of the annual report,no violations have been found. The implementation status of the |
None |
46
| Evaluation Item | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| conduct and monitor their implementation? | Company’s ethical corporate management in 2025 has been reported to the Board of Directors on December 16, 2025: 1.The Company conducted ethical corporate management risk assessments, on-site audits, and improvement processes in accordance with the “Operating Guidelines for Ethical Corporate Management Risk Assessment” to ensure the effective implementation of the “Ethical Corporate Management Best Practice Principles” and the “Procedures for Ethical Management and Guidelines for Conduct”. 2.Educational courses promoting legal compliance and ethical corporate management attracted a total of 7,834 participants, achieving a completion rate of 100%. 3.In 2025, three incidents were reported. All incidents were appropriately handled based on the investigation results,and advocacyefforts have been strengthened. |
|||
| (3)Has the company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies? |
|
The Company has clearly stipulated in its “Procedures for Ethical Management and Guidelines for Conduct” that the Company’s employees must avoid any conflicts of interest in performing their job duties. The Company’s” Rules of Procedures for Board of Directors Meetings” explicitly stipulate that individuals with conflicts of interest regarding agenda items and their own or their representatives' legal entities must not participate in discussions or voting if it may harm the interests of the Company. Instances of interest avoidance in 2025 board meetings are disclosed on page 17-18 of this annual report, in section (1) Board of Directors Governance. Directors who have conflicts of interest regarding agenda items under discussion will voluntarily abstain from participating in discussions and voting,thus adheringto thepolicyofpreventingconflicts of interest. |
None |
|
| (4)Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants to perform the audits? |
|
To promote sound operation of the Company, based on the business philosophy of integrity, transparency and responsibility, the Company has formulated an internal control system grounded on honesty and law compliance, suggesting that a system of internal control for accounting should be available, be effective and continue to operate. The management also conducts risk assessment for the impact on the achievement of the Company’s goals based on the changes in the Company’s internal and external environment and business model, as well as possible frauds. According to the assessment results, necessary control operations are designed, revised and implemented immediately to ensure the achievement of the three goals, namely operation, reporting, and compliance with laws and regulations. The preparation of the Company’s financial statements is carried out in accordance with relevant provisions of the Company’s accounting system and the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, relevant laws and general accounting principles. Annual financial statements are audited by certified public accountants to ensure their fairness. Each unit and subsidiary of the Company conducts self- assessment of the internal control system at least once a year. The results of the self-assessment and the improvements of internal control system deficiencies as well as abnormalities found by the internal audit are combined, serving as the major reference for the Board of Directors and the president to evaluate the effectiveness of the overall internal control system. The internal audit unit of the Company performs audit operations in accordance with the annual auditplan approved bythe Board of Directors. Amongthe risk factors considered in the annual |
None |
47
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| audit plan, the risk of non-compliance with laws and regulations of each operation has been included. According to the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, compliance with laws and regulations is the basic premise for the implementation of integrity management. The annual audit plan approved by the Board of Directors of the Company not only conducts audits for compliance with laws and regulations, but also covers the compliance audits applicable to each operation to ensure that the basic premise of honest operation is implemented. |
||||
| (5)Does the company provide internal and external ethical corporate management training programs on a regular basis? |
|
All employees must regularly complete the “Ethical Management” awareness course, while directors (including independent directors) are also required to complete “Ethical Management” related training each year. The Company also encourages employees to participate in external education and training programs related to integrityand business ethics. |
None |
|
| 3.Implementation of Complaint Procedures | ||||
| (1)Has the company established specific whistle-blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistleblowers? |
|
The Company’s “Procedure of complaint and report and employee participation feedback” encourage insiders report to the Professionalism Promotion Committee through different channels when there are unethical conducts. If the reported matters are verified and produce great benefits after investigated, the Company will provide relevant rewards according to the Work Rules and the Enforcement Rules of reward andpunishment. |
None |
|
| (2)Has the company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner? |
|
The Company’s “Procedures for Ethical Management and Guidelines for Conduct” has specified that the documents of acceptance, investigation processes, and investigation results of case should be recorded and retained. It will also keep the whistleblowers’ identity and contents of information confidential. Information shall be reported to independent directors if involving directors or senior executives. |
None |
|
| (3)Has the company adopted proper measures to protect whistleblowers from retaliation for filing complaints? |
|
The Company’s “Procedures for Ethical Management and Guidelines for Conduct” has specified the standard operating procedures of reported matters. Personnel who dealt with the whistle- blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also set up the “Procedures of Whistleblower Retaliation and Anti-Retaliation”, promise to protect whistleblowers and investigators from improper treatment or retaliation due to their whistleblowing. |
None |
|
| 4.StrengtheningInformation Disclosure | ||||
| (1)Does the company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System(MOPS)? |
|
The content and the implementation status of the “Procedures for Ethical Management and Guidelines for Conduct” are disclosed on the Company’s annual report, the Company website Sustainability Report, and on the Market Observation Post System. |
None | |
| 5.If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation: On March 9, 2021, The Company’s Board of Directors has adopted the resolution at its to establish the “Ethical Corporate Management Best Practice Principles”. The operating conditions and the content of such Principles are of no difference from those prescribed in the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”. |
||||
| 6.Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management bestpracticeprinciples): The Companyuses Responsible Business Alliance Commitment Letters to demonstrate that the Company,together with all its employees |
48
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviations from the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| and suppliers, implements and complies with the requirements of the international community and clients, working jointly to fulfill our commitments. For more details, see the Sustainability Report and the ESG webpage on the Companywebsite:https://esg.powerchip.com/en-global/reports/sustainability-reports |
(7)Other significant information that will provide a better understanding of the state of the company’s implementation:
-
1)The Company has established the “Procedures for handling Material Inside Information Operations” on April 12, 2019 and established the “Management Guidelines for Preventing Insider Trading” on October 30, 2020. In response to the Company’s stocks getting listed as well as actual needs, the Company also completed the amendment of some provisions simultaneously on March 9, 2021 in order to prevent the Company or insiders from erroneously or deliberately violating the relevant regulations on insider trading due to their not being familiar with the laws and regulations so as to protect investors and safeguard the rights and interests of the Company.
-
2)The Company continues to invest resources to strengthen the operation of corporate governance, and has set up the Corporate Governance Zone on the Company website to give explanation on corporate governance. The Company website also provides relevant rules, regulations and guidelines of the Company for download and query.
-
3)The Company formulates workplace diversity policies, promotes gender equality, and discloses its implementation status:
-
1 The Company complies with legal requirements to protect employees’ human rights, personal privacy, and prohibit discrimination (formulating anti-discrimination and harassment management procedures). We adhere to the principles of fairness, impartiality, and integrity, and comply with government regulations regarding employee selection, hiring, promotion, evaluation, etc. We do not discriminate based on race, skin color, gender, sexual orientation, religion, marital status, age, nationality, or physical/mental abilities.
-
2 The Company has done RBA validation since 2021. In addition to placing particular emphasis on issues such as discrimination, harassment, forced labor, and child labor, the Company also prioritizes the rights and interests of employees, women, migrant workers, and other groups. At the end of 2021, Fab P1/2 successfully passed the RBA Validated Audit Process (VAP) verification and obtained Gold Status in the first quarter of 2022. In the same year, Fabs P3, 8A, and 8B conducted RBA self-assessments. In November 2023, an RBA VAP verification was carried out, in which Fabs P1/2 and 8B received Gold Status, while Fabs P3 and 8A were awarded Platinum Status. In early October 2024, PSMC completed internal RBA audits across all Fabs and convened an RBA Social Responsibility Management Review Meeting later that month. No non-compliance with business ethics was identified during the audit. By the end of 2025, third-party verification covering all Fabs (including the new Fab P5) was completed, and the Company achieved Silver Status.
-
4)The Company regularly holds investor conferences. Information related to these conferences is published on both the Company website and the Market Observation Post System.
-
5)On January 20, 2026, the Company reported the intellectual property management plan and its implementation in the Board of Directors, as follows:
-
1 Intellectual Property Management Strategy and Objectives
Intellectual Property Policy: Continuously enhance technological innovation and improve intellectual property management.
==> picture [231 x 88] intentionally omitted <==
-
2 Implementation of Intellectual Property Management
-
a. Revision of intellectual property management related regulations and education and training.
-
b. Encouraging employees in technological innovation and patent applications.
-
c. Effective management of patent achievements use of a patent management system.
-
d. Engineers, legal intellectual property personnel, and the Intellectual Property Committee collectively achieve the Company’s annual patent portfolio planning goals.
-
e. Implemented the “Taiwan Intellectual Property Management System” (TIPS).
49
-
3 2025 Patent Portfolio Planning and Management Goals and Achievements.
-
a. The Company’s patent portfolio primarily includes Taiwan, the United States, and China. As of December 31, 2025, the Company holds a total of 1,471 approved patents globally. 145 patents were granted domestically in 2024, and 180 were granted in 2025. The cumulative number of patents granted is steadily growing year by year.
-
b. The Company regularly reports its Intellectual Property Management Plan and implementation status to the Board of Directors each year. On January 20, 2026, a report was made to the Board of Directors on 2025 implementation results and 2026 intellectual property management plan.
-
c. The Company introduced the Taiwan Intellectual Property Management System (TIPS) in 2023 and obtained TIPS A-Level certification on December 29, 2023. Subsequently, the Company successfully passed the A-Level recertification on December 31, 2024, with the certification valid until December 31, 2026. In accordance with the certification requirements, the Company has completed the establishment and revision of relevant systems and documentation and conducted intellectual property education and training programs to ensure that the operation and effectiveness of its intellectual property management system meet the intended objectives. Furthermore, to continuously align with the Company’s strategies and operational goals and to strengthen the acquisition, management, and utilization of intellectual property rights, the Company will further enhance technological innovation and optimize its patent portfolio. The Company will continuously apply for A-Level recertification in accordance with the certificate’s validity period and adopt a comprehensive intellectual property management framework to reinforce its overall competitiveness.
-
5)Stakeholders’ Rights: in pursuit of sustainable development and long-term operation, the Company listens to and responds to the topics of concern raised by stakeholders. Following the AA1000SES (Stakeholder Engagement Standard), we collect relevant issues as the basis for analyzing material topics and report the communications to the Board of Directors. On May 13, 2025, the issues concerned by stakeholders, communication channels, and the responses of the Company for 2024 were reported at the Board of Directors:
| Stakeholders | Importance of Stakeholder | Top five impact issues (Total positive and negative impacts) |
Communication channels and frequency | Effectiveness of communication in 2024 |
|---|---|---|---|---|
| Employees | Employees are the most valuable assets of the Company, and they are also the most solid elite forces driving our production and operation. We will dedicate ourselves to improving the benefits system and promoting workplace protection, seeking and retaining talents, creating a friendly workplace and a win-win situation for both labor and management. |
Ethical management Waste Management Information Security Energy Management Regulatory Compliance |
【Regularly】 Health Consultation with Health Service Physicians and Occupational Specialists (weekly). Occupational Safety, Health and Environment Committee Meetings (quarterly). Quarterly Meetings (quarterly). Labor-management meetings (quarterly), Welfare committee meeting (quarterly): To make suggestions and negotiate with the company. 【Irregularly】 Announcements and inquiries on the Company official website (in real-time). Partner’s Words /employees care network (at any time) Grievance hotline (at any time): Assist and handle issues raised by and received from employees. Employee feedback (at any time) and setting up suggestion boxes. Human Resources Recruiting Line on the Company official website (at any time). (https://www.powerchip.com/en-global/contact) Human Resources Interviewer Phone/e-mail (at any time) |
Accepted total of 549 “Partner’s Words”. Accepted 1 cases through “Grievance hotline” Received 5 case of “Employee Feedback” (The above all response rate are 100%) |
| Clients | The satisfaction of our customers and their feedback on our services are the driving force for our continuous efforts and |
Product Liability and Quality Information Security |
【Regularly】 Clients Satisfaction Survey (annually). 【Irregularly】 |
Clients satisfaction score of 95. |
50
| Stakeholders | Importance of Stakeholder | Top five impact issues (Total positive and negative impacts) |
Communication channels and frequency | Effectiveness of communication in 2024 |
|---|---|---|---|---|
| growth. | Regulatory Compliance Customer Relationship Management Risk Management |
Clients service telephone / mailbox (at any time). Participate in relevant product exhibitions to gain first- hand knowledge of our clients and the direction of market development (at any time). Marketing and sales colleagues visit clients (at any time). |
||
| Government Authorities |
The competent authorities are the supervisors of company operations related to regulations, and compliance governance is the primary responsibility of corporate management. |
Responsible taxation Air Pollution Control Waste Management Ethical management, Occupational Safety and Health, Water Resource Management, Corporate Governance and Customer Relationship Management(above 5 topics have the same score) |
【Irregularly】 Maintain good interaction with competent authorities and actively participate in seminars and workshops organized by the competent authorities (at any time). Management System Regulations Identification (at any time). Correspondence, project meetings, public information (at any time). Participate in the operation of the functional organizations of the Hsinchu Science Park and the Hsinchu Science Park Administration (at any time). |
Won many awards from the competent authorities for environmental safety and health. No major incidents of violations occurred. Participated in conferences organized by the competent authorities. |
| Shareholders/ Investors |
All of the capital of the Company is funded by shareholders and investors, and it is the basic responsibility of the company to protect the interests of the shareholders |
Regulatory Compliance Economic Performance Ethical management Information Security Corporate Governance |
【Regularly】 Regular publishing of operational information (monthly) and financial reports (quarterly). Shareholders’ meetings (annually): Annual financial report prepared in accordance with regulations. Financial information, stock information, and annual reports. 【Irregularly】 A special area for investors is set up on the Company’s website (in real time). (https://www.powerchip.com/zh-tw/staticpage/ir_contact) Set up dedicated contact window and Email for shareholders (any time). Contact window for the Company’s spokesperson (any time). |
Held regular shareholders’ meeting on May 21, 2024. No incidents of corruption occurred. |
| Suppliers/ Contractors |
As a global team of professionals, the Company maintain the quality of our supply chain through the evaluation of our supplier management system. The contractors are co-operativepartners of the |
Product Liability and Quality Ethical management Regulatory Compliance Information Security |
【Regularly】 Toolbox Meeting (daily). Contractor Agreement Meeting (quarterly). Supplier Evaluations (semiannually). Contractor Appraisal(annually). |
100% completion of raw material supplier evaluations. 100% completion of preliminary survey and audit of new suppliers. 100%use of conflict-free minerals. |
51
| Stakeholders | Importance of Stakeholder | Top five impact issues (Total positive and negative impacts) |
Communication channels and frequency | Effectiveness of communication in 2024 |
|---|---|---|---|---|
| Company, and share the prosperity with the Company in terms of business promotion and work quality. |
Risk Management | 【Irregularly】 Supplier Conferences (irregularly). E-Supplier System (at any time). Sustainability Management Self-Assessment Questionnaire(implemented for the first time in 2023). |
100% of critical suppliers signed the Responsible Business Alliance (RBA) pledge. |
|
| Social/Local Communities |
The operational sites in the Science Park are located in close proximity to each other and maintain good communication and contact with the neighboring plants to collectively maintain the safety and environment of the Science Park. |
Climate Strategy Air Pollution Control Responsible Taxation Occupational Safety and Health Talent Attraction and Retention |
【Irregularly】 Weekday visits and Telephone Communication (at any time). Company Website (at any time). Participate in association group activities or symposiums (at any time). Participate in external guild/association functions (at any time). |
Participated in Taiwan Semiconductor Industry Association annual meeting. Attended a variety of professional committee meetings organized by the Allied Association for Science Park Industries. Participated in 23 investor events in 2024, with approximately 900 participants. Engaged in 10 media-related events in 2024, reaching approximately 200,000people. |
52
-
(8)Status of Implementation of Internal Control System: Taiwan Stock Exchange “Market Observation Post System” (https://mops.twse.com.tw) / Individual Company / Corporate Governance / Company Regulations/Internal Control / Internal Control Statement Announcement or Internal Control Special Audit Report Inquiry.
-
(9)Major resolutions of the Shareholders’ Meeting and the Board Meeting:
-
1)Major Resolutions of the 2025 Shareholders’ Meeting
| 1)Major Resolutions of the 2025 Shareholders’ Meeting | 1)Major Resolutions of the 2025 Shareholders’ Meeting | |
|---|---|---|
| Date | Major resolution Implementation review Acknowledge and approved the business status and financial statements for theyear 2024. The proposal was approved after vote. Acknowledge and approved the proposal of earnings distribution for the year 2024. The proposal was approved after vote. The first and second halves of 2024 were approved by the Board of Directors on August 13, 2024 and February 25, 2025. The Company has decided to retain all earnings and not to distribute dividends. Discussed and approved the amendment of the “Articles of Incorporation”. The proposal was approved after vote. The Registration has been approved by the Hsinchu Science Park Administration on June 10, 2025, and has been disclosed on the Company website. Discussed and approved the proposal to release of restriction on competitive of activities for directors. The proposal was approved after vote. 2)Major resolution of Board of Directors Term Major resolution Implementation review |
|
| 2025.02.25 The 14th meeting of the 9th Term 2025.05.13 The 15th meeting of the 9th Term 2025.06.26 The 16th meeting of the 9th Term 2025.08.12 The 17th meeting of the 9th Term |
.Discussed and approved the proposal of the Company’s 2024 business status..Discussed and approved the proposal of the Company’s 2024 parent company only financialstatements and consolidated financial statements. .Discussed and approved the annual performance appraisal results of managerial officers for the year2024. .Discussed and approved the Non-distribution of compensation for employees and directors for2024. .Discussed and approved the amendments to the provisions of the Company’s “Rules ofremuneration for directors and managerial officers”. .Discussed and approved the Non-distribution of dividends for the second half of 2024..Discussed and approved the proposal of the Company’s earnings distribution plan for the year 2024..Discussed and approved to specify the scope of the company’s “non-executive employees”..Discussed and approved the amendments to the provisions of the Company’s “Articles ofIncorporation”. .Discussed and approved the amendments to the provisions of the Company’s “Internal ControlSystem”. .Discussed and approved the Company’s “Internal Control System Effectiveness Evaluation” of2024. .Discussed and approved the Company’s “Internal Control System Declaration” of 2024..Discussed and approved the proposal to release of restriction on competitive of activities fordirectors. .Discussed and approved the convening of the Company’s Shareholders Meeting for the year 2025..Discussed and approved the matters related to the acceptance of proposals put forward byshareholders with shareholding of one percent or more. .Discussed and approved matters related to the Company’s application for convert the employeesstock option certificates into common stocks and the matter of amendment of registration. All the procedures have been completed in accordance with the resolution adopted. |
|
.Discussed and approved matters related to the Company’s application for convert the employeesstock option certificates into common stocks and the matter of amendment of registration. .Discussed and approved the Company’s first quarter consolidated financial statements for the year2025. .Discussed and approved renewal of directors & officers liability insurance..Discussed and approved the proposal of the Company’s 2024 sustainability report..Discussed and approved the retirement of the Company’s managerial officer Mr. Li-Wen Ting..Discussed and approved to cancel the application for obtaining financial support from AP MemoryTechnology Corporation. .Discussed and approved the proposed renew on the Company’s capital expenditure for the year2025. All the procedures have been completed in accordance with the resolution adopted. |
||
.Discussed and approved the proposed renew on the Company’s capital expenditure for the year2025. All the procedures have been completed in accordance with the resolution adopted. |
||
.Discussed and approved the Company’s second quarter consolidated financial statements for theyear 2025. .Discussed and approved the Non-distribution of dividends for the first half of 2025..Discussed and approved matters related to the Company’s application for convert the employeesstock option certificates into common stocks and the matter of amendment of registration. .Discussed and approved of the adjustment salary for the managerial officer of the Company..Discussed and approved of the adjustment of allowances for the managerial officers of theCompany. All the procedures have been completed in accordance with the resolution adopted. |
53
| Date Term |
Major resolution Implementation review |
|---|---|
| 2025.08.12 The 17th meeting of the 9th Term 2025.11.07 The 18th meeting of the 9th Term 2025.12.16 The 19th meeting of the 9th Term 2026.01.16 The 20th meeting of the 9th Term 2026.01.20 The 21th meeting of the 9th Term 2026.02.10 The 22th meeting of the 9th Term 2026.02.24 The 23th meeting of the 9th Term |
.Discussed and approved of the retirement of the Company’s managerial officer Mr. Zhong-Yi Pang. All the procedures have beencompleted in accordance with the resolution adopted. |
.Discussed and approved the Company’s third quarter consolidated financial statements for the year2025. .Discussed and approved matters related to the Company’s application for convert the employeesstock option certificates into common stocks and the matter of amendment of registration. .Discussed and approved the amendments to the provisions of the Company’s “SustainableDevelopmentBestPracticePrinciples”. All the procedures have been completed in accordance with the resolution adopted. |
|
.Discussed and approved the Company’s budget plan for the year 2026..Discussed and approved the amendments to specify the scope of the company’s “non-executiveemployees”. .Discussed and approved the Company’s audit plan for the year 2025..Discussed and approved the amendments to the provisions of the Company’s “Internal ControlSystem”. .Discussed and approved the assessment for independence and suitability of the attesting CPA of2026, in accordance with the audit quality indicators (AQIs). .Discussed and approved the non-assurance services provided by Deloitte & Touche for 2026..Discussed and approved to review the qualifications and potential conflicts of interest for committeemembers. .Discussed and approved the estimated year-end bonus for managerial officers in 2025..Discussed and approved the Company’s donationtoPowerchip Cultural Foundation in 2026.All the procedures have been completed in accordance with the resolution adopted. |
|
.Discussed and approved the Company has signed the Letter of Intent with Micron Technology, Inc. All the procedures have beencompleted in accordance with the resolution adopted. |
|
.Discussed and approved the proposal of the issuance of new common shares for cash to sponsor theGDR offering. .Discussed and approved the proposal of the by-election of Directors (including IndependentDirectors). .Discussed and approved the convening of the Company’s Shareholders Meeting for the year 2026..Discussed and approved the matters related to the acceptance of proposals put forward byshareholders with shareholding of one percent or more. .Discussed and approved the Company’s acceptance of the nomination of candidates for directors(including Independent Directors) made by shareholders with shareholding of one percent or more and related matters. .Discussed and approved matters related to the Company’s application for convert the employeesstockoptioncertificatesinto commonstocks and thematterofamendment of registration. All the procedures have been completed in accordance with the resolution adopted. |
|
.Discussed and approved the Company has signed the Agreements with Micron Technology, Inc.and its worldwide subsidiaries and affiliates regarding the disposition of the P5. All the procedures have been completed in accordance with the resolution adopted. |
|
.Discussed and approved the proposal of the Company’s 2025 business status..Discussed and approved the proposal of the Company’s 2025 parent company only financialstatements and consolidated financial statements. .Discussed and approved the annual performance appraisal results of managerial officers for the year2025. .Discussed and approved the Non-distribution of compensation for employees and directors for2025. .Discussed and approved the Non-distribution of dividends for the second half of 2025..Discussed and approved the proposal of the Company’s earnings distribution plan for the year 2025..Discussed and approved the nomination of the Company’s candidate list for directors (includingIndependent Directors). .Discussed and approved the proposal to release of restriction on competitive of activities fordirectors. .Discussed and approved the Company’s “Internal Control System Effectiveness Evaluation” of2025. .Discussed and approved the Company’s “Internal Control System Declaration” of 2025..Discussed and approved the amendment to issue new common shares for cash to sponsor issuanceof GDR in the 2022 Plan. .Discussed and approved additional cause for convening of the Company’s Shareholders Meetingfor the year 2026. .Discussed and approved the proposed renew on the Company’s capital expenditure for the year2026. All the procedures have been completed in accordance with the resolution adopted. |
-
(10)Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.
-
(11)The status of the Company’s auditing personnel as well as relevant financial and accounting personnel having acquired various licenses from the competent authority
| Acquiringunit | License name | Number ofpeople |
|---|---|---|
| Audit unit | Certified Internal Auditor | 2 |
| Accountingunit | Passingthe certifiedpublic accountant exam | 4 |
54
4.Certified Public Accountant (CPA) Fee Information
| Unit: NT$thousand | Unit: NT$thousand | ||||||
|---|---|---|---|---|---|---|---|
| Name of CPA Firm |
Name of CPA | CPA Audit Period |
Audit Fee |
Non-audit fee (Note 3) |
Total |
Remark | |
| Deloitte &Touche |
Ming-Yuan Chung |
Mei-Chen, Tsai |
2025 | 7,840 | 4,879 | 12,719 | - |
1)If the CPA firm changes, and the audit fee paid in the year of such change is reduced from the audit fee of the previous year, the amount of the audit fee before and after such change and the reason of such change should be disclosed: Not Applicable.
2)If the audit fee is reduced by more than 10% from last year, the amount, ratio, and reason for the reduction of the audit fee should be disclosed: Not Applicable.
3)Non-audit fees were primarily attributable NT$1,459 thousand dollars for consulting services pertaining to the sustainability report, NT$1,760 thousand dollars for tax compliance audits (including transfer pricing and reports by country), NT$1,500 thousand dollars for information internal control process conversion coaching service and NT$160 thousand dollars for auditing the capital amount.
5.Information on replacement of CPA
- (1)Information of previous CPA:
| Information ofprevious CPA: | |
|---|---|
| Date of change | From the financial statements on January 1, 2025 (approved by the Board of Directors on December 17,2024) |
| Reason of change and explanation | The Company appointed Deloitte Taiwan to conduct independent audit. However, due to the internal arrangement of the firm,the CPA was changed. |
| Explain the change due to that the appointer or the CPA has terminated or refused to accept the appointment |
Not applicable |
| Comments and reasons for issuing audit reports other than unqualified opinions within the last twoyears |
Not applicable |
| Disagreement with the issuer | Not applicable |
| Other disclosures | Not applicable |
(2)Information of current CPA:
| Information of current CPA: | |
|---|---|
| Name of CPA firm | Deloitte Taiwan |
| Name of CPA | Ming-Yuan Chungand Mei-Chen Tsai |
| Date of appointment | From the financial statements on January 1, 2025 (approved by the Board of Directors on December 17,2024) |
| Prior to appointment, accounting handling methods or principles for specific transactions and opinions, consultation as well as results that may be issued on financial statements |
Not applicable |
| Written opinions of the current CPA on matters with which the previous CPA disagreed |
Not applicable |
-
(3)Reply letter from the previous CPA to the 3 items in Item 1 and Item 2, Subparagraph 5, Article 10 of the Guidelines for the Preparation of Annual Reports: None.
-
6.Whether the Company’s chairman, presidents, and managerial officers in charge of its financial and accounting operations have held any positions in Company’s independent auditing firm or its affiliates business in the most recent year: None.
-
7.Particulars about Change in shareholding and shares pledge of directors, supervisors, managerial officers and major shareholders who own 10% or more of the Company’s Shares during the most recent year and as of the date of this Annual Report
-
(1)Change in shareholding of directors, supervisors, managerial officers and major shareholders: Please visit the Taiwan Stock Exchange “Market Observation Post System” (https://mops.twse.com.tw) / Individual Company / Equity Changes/ Securities Issuance / Shareholding, Pledge, and Transfer of Directors, Supervisors, and Major Shareholders / Detailed Inquiry on Directors’ and Supervisors’ Shareholding Balances / Directors’ and Supervisors' Shareholding Balance Inquiry.
-
(2)Shares Trading with Related Parties: None.
-
(3)Shares Pledge with Related Parties: None.
55
8.Relationship among the top 10 shareholders
As of 2025.12.31; Unit: Shares; %
| Name | Own shareholdings | Own shareholdings | Shares Held by Spouse & minor children |
Shares Held by Spouse & minor children |
Shareholdings under the title of a thirdparty |
Shareholdings under the title of a thirdparty |
If there are related parties, spouses, kindred within the 2nd degree of kinship among the top 10 shareholders, give the names and affiliations of such shareholders |
If there are related parties, spouses, kindred within the 2nd degree of kinship among the top 10 shareholders, give the names and affiliations of such shareholders |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title(or Name) | Relation | ||
| Powerchip Investment Holding Corporation Representative: Frank Huang |
826,986,370 |
19.57 | - | - | - | - | Frank Huang | Mr. Frank Huang is the chairman of Powerchip Investment Holding Corporation. |
- |
| Frank Huang | 115,881,202 | 2.74 | 348,350 | 0.01 | - | - | Powerchip Investment Holding Corporation |
Mr. Frank Huang is the chairman of Powerchip Investment Holding Corporation. |
- |
| Fuh Hwa Securities Investment in custody for New Labor Pension Fund |
55,212,136 |
1.30 | NA | NA | NA | NA | NA | NA | - |
| Standard Chartered Bank Business Department is entrusted with the custody of the Advanced Starlight Fund Corporation’s series fund – Advanced Aggregate International Stock Index Fund Investment Account |
44,193,000 |
1.04 | NA | NA | NA | NA | NA | NA | - |
| Standard Chartered Bank Business Department is entrusted with the custody of the J.P. Morgan Securities Ltd. Investment Account |
41,141,448 |
0.97 | NA | NA | NA | NA | NA | NA | - |
| Standard Chartered Bank Business Department is entrusted with the custody of the Vanguard Group-managed Vanguard Emerging Markets Stock Index Fund Investment Account |
40,579,000 |
0.96 | NA | NA | NA | NA | NA | NA | - |
| Citibank (Taiwan) Limited is entrusted with the custody of the Norges Bank Investment Account |
34,658,000 |
0.82 | NA | NA | NA | NA | NA | NA | - |
| Citibank (Taiwan) Limited is entrusted with the custody of the iShares Core MSCI Emerging Markets ETF Investment Account |
30,643,000 |
0.72 | NA | NA | NA | NA | NA | NA | - |
| Citi is entrusted with the custody of the Barclays Capital SBL/PB Investment Account |
24,911,500 |
0.58 | NA | NA | NA | NA | NA | NA | - |
| Citibank (Taiwan) Limited is entrusted with the custody of the UBS Europe SE Investment Account |
24,849,851 |
0.58 | NA | NA | NA | NA | NA | NA | - |
9.Shares held by the Company, directors, supervisors, managerial officers and companies controlled directly or indirectly by the Company, and the comprehensive shareholding ratio based on combined calculation
| As of 2025.12.31; Unit: Shares | As of 2025.12.31; Unit: Shares | As of 2025.12.31; Unit: Shares | As of 2025.12.31; Unit: Shares | |||
|---|---|---|---|---|---|---|
| Investee companies | Ownership by the Company | Shares held by directors, supervisors, managerial officers and companies directly or indirectlycontrolled bythe Company |
Comprehensive shareholding | |||
| Shares | % | Shares | % | Shares | % | |
| PSMC Japan Corp. | 500,000 | 100.00 | - | - | 500,000 | 100.00 |
| Maxram Inc. | 799,900 | 100.00 | - | - | 799,900 | 100.00 |
56
III. Capital Overview
1.Capital and Shares
(1)Sources of Capital
1)Issued Shares
| As of 2026.02.24;Unit: Shares;NT$ | As of 2026.02.24;Unit: Shares;NT$ | As of 2026.02.24;Unit: Shares;NT$ | As of 2026.02.24;Unit: Shares;NT$ | As of 2026.02.24;Unit: Shares;NT$ | As of 2026.02.24;Unit: Shares;NT$ | As of 2026.02.24;Unit: Shares;NT$ | ||
|---|---|---|---|---|---|---|---|---|
| Month/ Year |
Par Value (NT$) |
Authorized Capital | Paid in capital | Remarks | ||||
Shares |
Amount | Shares | Amount | Sources of Capital | Property other than cash is paid bysubscribers |
Other | ||
| 2025.03 | 10 13.8 |
5,000,000,000 | 50,000,000,000 | 4,173,140,936 |
41,731,409,360 | Issued 20,055,910 shares as employee stock option |
None |
Note 1 |
| 2025.05 | 10 13.8 |
5,000,000,000 | 50,000,000,000 | 4,188,064,801 |
41,880,648,010 | Issued 14,923,865 shares as employee stock option |
None |
Note 2 |
| 2024.08 | 10 13.8 |
5,000,000,000 | 50,000,000,000 | 4,188,913,051 |
41,889,130,510 | Issued 848,250 shares as employee stock option | None | Note 3 |
| 2025.11 | 10 13.8 |
5,000,000,000 | 50,000,000,000 | 4,200,325,301 |
42,003,253,010 | Issued 11,412,250 shares as employee stock option |
None |
Note 4 |
| 2026.02 | 10 13.8 |
5,000,000,000 | 50,000,000,000 | 4,225,361,900 |
42,253,619,000 | Issued 25,036,599 shares as employee stock option |
None |
Note 5 |
Note 1: Ref. NO. 1140006803 of registration approved by the Hsinchu Science Park Administration. Note 2: Ref. NO. 1140015987 of registration approved by the Hsinchu Science Park Administration.
Note 3: Ref. NO. 1140026870 of registration approved by the Hsinchu Science Park Administration. Note 4: Ref. NO. 1140036696 of registration approved by the Hsinchu Science Park Administration. Note 5: Ref. NO. 1150003748 of registration approved by the Hsinchu Science Park Administration.
2)Type of Stock
| 2)Type of Stock | ||||
|---|---|---|---|---|
| As of 2026.02.24;Unit: Shares | ||||
| Share Type | Authorized Capital | Remark | ||
| Issued Shares | Un-issued Shares | Total Shares | ||
| Registered Common Stock | 4,243,803,715 | 756,196,285 |
5,000,000,000 | PSMC is a TWSE Listed Company, the “Issued Shares” include 18,441,815 shares of employee stock option that haven’t applicate for alteration registration. |
3)Those who have been approved to raise and issue securities under the shelf registration system shall also disclose the approved amount, scheduled issuance and relevant information on the securities already issued: Not Applicable.
(2)List of Major Shareholders
| )List of Major Shareholders | )List of Major Shareholders | )List of Major Shareholders |
|---|---|---|
| As of 2025.12.31;Unit: Shares;% Shares Name of major shareholders Shareholding Percentage Powerchip Investment Holding Corporation Representative: Frank Huang 826,986,370 19.57 Frank Huang 115,881,202 2.74 Fuh Hwa Securities Investment in custodyfor New Labor Pension Fund 55,212,136 1.30 Standard Chartered Bank Business Department is entrusted with the custody of the Advanced Starlight Fund Corporation’s series fund – Advanced Aggregate International Stock Index Fund Investment Account 44,193,000 1.04 Standard Chartered Bank Business Department is entrusted with the custodyof the J.P. Morgan Securities Ltd. Investment Account 41,141,448 0.97 Standard Chartered Bank Business Department is entrusted with the custody of the Vanguard Group-managed Vanguard Emerging Markets Stock Index Fund Investment Account 40,579,000 0.96 Citibank (Taiwan) Limited is entrusted with the custody of the Norges Bank Investment Account 34,658,000 0.82 Citibank (Taiwan) Limited is entrusted with the custody of the iShares Core MSCI EmergingMarkets ETF Investment Account 30,643,000 0.72 Citi is entrusted with the custody of the Barclays Capital SBL/PB Investment Account 24,911,500 0.58 Citibank (Taiwan) Limited is entrusted with the custody of the UBS Europe SE Investment Account 24,849,851 0.58 |
||
Shareholding |
Percentage | |
| 826,986,370 | 19.57 |
|
| 115,881,202 | 2.74 |
|
| 55,212,136 | 1.30 |
|
| 44,193,000 | 1.04 |
|
| 41,141,448 | 0.97 |
|
| 40,579,000 | 0.96 |
|
| 34,658,000 | 0.82 |
|
| 30,643,000 | 0.72 |
|
| 24,911,500 | 0.58 |
|
| 24,849,851 | 0.58 |
(3)Company dividend policy and implementation status
1)Dividend Policy
According to the Articles of Incorporation of the Company, if the Company has surplus earning of each semi-annual accounting period, it shall estimate and reserve the taxes and dues to be paid, the losses to be covered and set aside 10% of the earnings as legal reserve; unless, when the legal reserve has reached the company’s total paid-in capital. After that, the special reserve shall be set aside or reversed pursuant to the laws or the competent authority’s regulations. The remaining balance joint plus the accumulated undistributed surplus earnings from the preceding of the previous semi-accounting year shall be a bonus for shareholders; the Board of Directors shall submit a proposal for distribution of surplus earnings or make up of losses. In the event
57
that the distribution is to be made via issuing new shares, such proposal shall be submitted to the shareholders meeting for resolution.
After becoming a public company, when the distribution of dividends and bonuses or legal reserve and capital reserve is in whole or in part to be paid in cash, the Board of Directors is authorized to execute such after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended at least by two-thirds of the total number of directors; a report regarding such distribution shall also be submitted to the shareholders meeting. The Company’s dividend policy shall take into consideration factors such as the Company’s current and future development plans, the investment environment, capital needs, and the status of domestic and overseas competitors, as well as benefits to shareholders. The Board of Directors shall prepare the distribution proposal and submit it to the shareholders meeting pursuant to the law. With respect to the distribution of dividends, cash dividends distributed to shareholders shall be 10%-100% of total dividends to shareholders, and stock dividends distributed to shareholders shall be 0%-90% of total dividends to shareholders.
2)Status of dividend distribution
The company’s Board of Directors approved not to distribute of dividends of the first and second half in 2025:
| Unit: NT$ | |||
|---|---|---|---|
| 2025 | The Date of Board of Directors | Cash Dividend(per share) | Cash Dividend(Total) |
| First half of the year | August 12, 2025 The 17th meetingof the9th Term |
0 | 0 |
| Second half of the year | February 24, 2026 The 23th meetingof the9th Term |
0 | 0 |
| Total | 0 | 0 |
-
3)Expected future changes in the dividend policy: None.
-
(4)The impact of the free allotment proposed at the Shareholders Meeting on the Company’s operating performance and earnings per share: None.
(5)Employee and director remuneration
- 1)The percentage and range of the employee and director remuneration as stated in the Articles of Incorporation
Out of the Company’s annual pre-tax profit, prior to deducting distributions for employees and directors, no less than 5% shall be set aside as employee compensation and no more than 3% as director compensation. However, if there are accumulated losses, coverage for the accumulated losses shall first be set aside.
Of the employee compensation mentioned in the preceding, no less than 35% shall be allocated to non-executive employees.
The employee compensation provided may be made in the form of stock or cash. Employee compensation shall also be distributed to employees of controlled or affiliated companies who meet specific requirements stipulated by the Board of Directors. Director compensation mentioned above shall be distributed solely in cash.
2)The calculation basis of the estimated amount of employee compensation as well as director remuneration, the calculation basis for the number of shares for employee compensation distributed by stocks, and the accounting treatment if the actual distribution amount is different from the estimated amount: The Company did not distribute compensation for employees and directors of 2025.
-
3)Remuneration distribution approved by the Board of Directors
-
1 If the amount of employee compensation and director remuneration distributed in cash or stocks is different from the annual estimated amount of accrual expenses, the number of discrepancies, reasons and handling status shall be disclosed: None.
-
2 The amount of employee compensation distributed by stocks and its proportion to the net profit after tax of the parent company only or individual financial report and total employee compensation for the current period: None.
-
4)If the actual distribution status of employee dividends and director remuneration in the previous year (including the number of shares distributed, amount and stock price) is different from the recognized employee, director remuneration, the number of differences, reasons and handling situation shall be stated: The company’s Board of Directors resolved not to distribute the 2024 compensation for employees and directors on February 25, 2025, so it is not applicable.
-
(6)Repurchase of Company shares: None.
2.Corporate Bonds: None.
3.Preferred Shares: None.
- 4.Global Depository Receipts:
| 4.Global Depository Receipts: | |
|---|---|
| As of 2026.01.31 | |
| Issue Date Item |
August 2, 2022 |
| Issue Date | August 2,2022 |
| Place of issue and trading | LuxembourgStock Exchange |
| Total issue amount($) | US$409,494,150 |
| Issuepriceper GDR | US$17.55per units |
| Units issued | 23,333,000 units |
| Source of underlyingsecurities | Capital Increase byIssuingNew Shares for Cash |
| Quantityof underlyingsecurities | 349,995,000 shares |
| Rights & obligations of GDR holders | The holders of depositaryreceipts have rights and obligations regardingthe dividends, |
58
other benefits, and related taxes and fees related to the underlying securities evidenced by the depositary receipts, in accordance with the regulations of the Republic of China.
| other benefits, and related taxes and fees related to the underlying securities evidenced bythe depositaryreceipts,in accordance with the regulations of the Republic of China. |
|||
|---|---|---|---|
| Trustee | None | ||
| Depositarybank | Citibank,N.A. | ||
| Custodian bank | Citibank Taiwan Limited | ||
| Outstandingbalance | 0 units | ||
| Terms and conditions of the deposit agreement & custody agreement |
The aforementioned depositary receipt issuance plan will be fully sponsored through cash capital increases. Therefore, the issuance-related expenses, maintenance fees during the depositary receipt tenure, overseas exchange listing fees, and post-listing maintenance expenses shall be borne bythe Company. |
||
| Terms and Conditions in the Deposit Agreement and CustodyAgreement |
- | ||
| Market price per unit |
2025 | Highest | US$19.30 |
| Lowest | US$5.45 | ||
| Average | US$9.94 | ||
| 2026/01/01 – 02/24 | Highest | US$35.20 | |
| Lowest | US$20.20 | ||
| Average | US$27.95 |
5.Employee Stock Options
(1)Issuance of Employee Stock Options
| Type of Stock Option | The first employee stock option certificate |
The first employee stock option certificate |
The second employee stock option certificate |
The second employee stock option certificate |
The third employee stock option certificate |
The third employee stock option certificate |
|---|---|---|---|---|---|---|
| Approval date | Jan. 6, 2020 150,000,000 units |
Nov. 10, 2020 300,000,000 units |
Nov. 21, 2023 120,000,000 units |
|||
| Issuance date | Jan. 21,2020 | Nov. 16,2020 | Nov. 16,2020 | Mar. 9,2021 | Feb. 21,2024 | Aug. 15,2024 |
| Units issued | 138,440,000 Shares | 11,560,000 Shares |
268,969,000 Shares |
926,000 Shares |
119,329,000 Shares |
671,000 Shares |
| Units remained | 0 unit | 0 unit | 0 unit | |||
| Shares of stock options to be issued as a percentage of outstandingshares |
3.27641% | 0.27359% | 6.36558% | 0.02192% | 2.82411% | 0.01588% |
| Duration | Jan. 21, 2020~ Jan. 20,2026 |
Nov. 16, 2020~ Nov. 15,2026 |
Nov. 16, 2020~ Nov. 15,2026 |
Mar. 9, 2021~ Mar. 8,2027 |
Feb. 21, 2024~ Feb. 20,2030 |
Aug. 15, 2024~ Aug. 14,2030 |
| Conversion measures | Issuance of new shares | |||||
| Conditional conversion periods and percentages |
50% after 2 years 75% after 3 years 100%after 4years |
|||||
| Converted shares | 128,289,750 Shares |
9,770,495 Shares |
220,252,228 Shares |
300,000 Share | 0 Share | 0 Share |
| Exercised amount | NT$1,282,897,500 | NT$135,206,746 | NT$3,047,634,925 | NT$17,790,000 | NT$0 | NT$0 |
| Number of shares yet to be converted(Note) |
0 Shares | 418,255 Shares |
27,017,872 Shares |
46,000 Shares |
109,056,500 Shares |
671,000 Shares |
| Adjusted exercise price for those who have yet to exercise their rights |
NT$10 | NT$13.8 | NT$13.8 | NT$59.3 | NT$27.15 | NT$21.95 |
| Unexercised shares as a percentage of total issued shares |
0.00000% |
0.00990% | 0.63942% | 0.00109% | 2.58100% | 0.01608% |
| Impact on possible dilution of shareholdings |
(1) This stock option certificate may be successively exercised during its term of option two years after the issue date, and the original shareholder equity will be diluted year by year. Therefore, the dilution effect is rather limited. (2) For the second employee stock option certificate, as of the printing date of the annual report, 30,105,000 shares that have not been issued for more than oneyear since the issuanceperiod have expired and invalid. |
Note: Excluding the invalid and resigned units.
(2)List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options:
1)The first phase of issuance of the first employee stock options
| Unit: Thous | and Shares; | NT$Thousand Converted Shares as a Percentage of Shares Issued - 0.00% |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Number of Stock Options |
Stock Options as a Percentage of Shares Issued |
Exe | rcised | Unex | ercised | |||||
| Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
|||||
| Managerial Officer |
- | - | - | - | - | - | - | - | - | - | - | - |
| Employee | Deputy Manager |
Chun-Chieh Lin | 2,936 | 0.07% | 2,936 | 10 | 29,360 |
0.07% | 0 | 10 | 0 | 0.00% |
| Deputy Manager |
Chi-Ching Liao | |||||||||||
| Deputy Manager |
Ke-Chin Lin | |||||||||||
| Section Manager |
Cheng-Han Tsai | |||||||||||
| Technical Deputy Manager |
Yung-Kun Tsai (resigned) |
59
==> picture [443 x 287] intentionally omitted <==
----- Start of picture text -----
Exercised Unexercised
Stock Converted
Number of Options as a Number of Shares as a Number of Converted
Title Name Stock Percentage Shares Strike Price Amount Percentage Shares Strike Price Amount Shares as a
Options of Shares Converted (NT$) (NT$) of Shares Converted (NT$) (NT$) Percentage of
Issued Issued Shares Issued
Deputy Hung-Chung
Manager Chang
Technical
Tsai-Yuan Chien
Manager
Technical
Manager Hsing-Yuan Che
Technical
Deputy Chin-Jung Lin
Manager
Technical Shih-Chang
Manager Chang
Technical
Manager Wen-Ta Huang
Technical
Manager Yang-Liang Li
Technical Chang-Cheng
Manager Wu
Technical
Manager Ying-Tsung Chu
Technical
Manager [Yi-Hsiang Chang ]
Technical Chih-Hao
Manager Chuang
Deputy Min-Chieh Pai
Manager
Deputy
Manager Ting-Yuan Chen
Technical Hung-Ming
Manager Hsueh
----- End of picture text -----
- 2)The second phase of issuance of the first employee stock options
Unit: Thousand Shares; NT$ Thousand
==> picture [483 x 271] intentionally omitted <==
----- Start of picture text -----
Exercised Unexercised
Stock
Converted
Number Options as a Number of Strike Shares as a Number of Converted
Title Name of Stock Options Percentage of Shares Issued Converted Shares (NT$) Price Amount (NT$) Percentage of Shares Converted Shares Strike Price (NT$) Amount (NT$) Percentage of Shares Issued Shares as a
Issued
Managerial Officer - - - - - - - - - - - -
Principal
Engineer Chia-Sheng Lin
Deputy
Manager Yu-Cheng Liu
Principal
Engineer Shu-Chi Chang
Principal Po-Chun Tsao
Engineer
Principal
Engineer Hsiao-Tsun Huang
Principal
Engineer Han-Hsing Huang
13.9
Employee Principal Engineer Wei-Tai Sung 910 0.02% 910 13.8 12,596.45 0.02% 0 13.8 0 0.00%
Principal Hui-Chiao Lee
Engineer
Principal
Engineer Cheng-Yung Weng
Engineer Wen-Chang Tsai
Principal Chien-Chiu Chen
Engineer
Principal Wen-Hui Hsu
Engineer
Principal
Engineer Chung-Lien Tu
----- End of picture text -----
- 3)The first phase of issuance of the second employee stock options
Unit: Thousand Shares; NT$ Thousand
| Title | Name | Number of Stock Options |
Stock Options as a Percentage of Shares Issued |
Ex | Ex | ercised | ercised | Une | Une | xercised | xercised | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
|||||
| Managerial Officer |
CEO | Frank Huang | 22,200 | 0.53% |
5,840 | 13.9 13.8 |
80,592 |
0.14% |
16,360 | 13.8 | 225,768 | 0.39% |
| President | Martin Chu | |||||||||||
| Vice President | Jun Gu (resigned) |
|||||||||||
| Vice President | S.Z. Chang | |||||||||||
| Vice President and CFO |
Jerry Shao |
60
| Title | Title | Name | Name | Number of Stock Options |
Stock Options as a Percentage of Shares Issued |
Ex | Ex | Ex | Ex | ercised | ercised | Une | Une | xercised | xercised | xercised | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
||||||||||
| Vice President and Information Security Officer |
Peter Chen | ||||||||||||||||
| Vice President | Hammer Chien | ||||||||||||||||
| Vice President | James Liu | ||||||||||||||||
| Vice President | Eric Tang | ||||||||||||||||
| Assistant Vice President |
Ming-Xun Tsai | ||||||||||||||||
| Assistant Vice President |
De-Yuan Wu | ||||||||||||||||
| Employee | Senior Technical Consultant |
Brian Shieh | 7,120 |
0.17% | 5,117.5 | 13.9 13.8 |
70,80 |
5 0.12% |
2,002.5 | 13.8 | 27,634,500 | 0.05% | |||||
| Fab Director | Chih-Sen Yang | ||||||||||||||||
| Fab Director | Te-Hsien Chang | ||||||||||||||||
| Representative of Japan Office |
Chi-Hung Huang | ||||||||||||||||
| Project Deputy Director |
Chun-Chin Huang |
||||||||||||||||
| Project Deputy Director |
Po-Lin Chen | ||||||||||||||||
| Senior Director | Saysamone PITTIKOUN |
||||||||||||||||
| Director | Joseph Hsu | ||||||||||||||||
| Senior Director | Golden Chen | ||||||||||||||||
| Legal Director | Erin Hu | ||||||||||||||||
| Legal Assistant | Li-Ming Jheng |
||||||||||||||||
| 4)The second phase of issuance | of the second employee stock options | Unit: Thous | |||||||||||||||
| Title | Name | Number of Stock Options |
Stock Options as a Percentage of Shares Issued |
Exer | cise | d | Une | xercised | |||||||||
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
||||||||||
| Managerial Officer |
- | - | - | - | - | - | - | - | - | - | - | - | |||||
| Employee | Technical Director |
Chih-Wei Hung | 346 | 0.01% | 300 | 59.3 | 17,790 | 0.01% | 4~~6~~ | 59.~~3~~ | 2,727.8 | 0.00% | |||||
| Senior Engineer |
Chih-Yu Kuo | ||||||||||||||||
| 5)The first phase of issuance of | the third employee stock options | Unit: Thous | |||||||||||||||
| Title | Name | Number of Stock Options |
Stock Options as a Percentage of Shares Issued |
Exer | cised | Une | xercised | ||||||||||
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
||||||||||
| Managerial Officer |
- | - | - | - | - | - | - | - | - | - | - | - | |||||
| Employee | Department Manager |
Wei-Hsun Chang | 591 |
0.01% | - | - | - | - | 591 | 27.15 | 16,045.65 | 0.01% | |||||
| Director | Hsien-Ta Chung | ||||||||||||||||
| Director | Po-Jui Huang | ||||||||||||||||
| Senior Department Manager |
Ming-Yung Chang |
||||||||||||||||
| Department Manager |
Chien-Ting Ho | ||||||||||||||||
| Senior Department Manager |
Jui-Ching Wang | ||||||||||||||||
| Senior Department Manager |
Wen-Chu Lo | ||||||||||||||||
| Department Manager |
Min-Chieh Pai | ||||||||||||||||
| Technical Manager |
Kuei-Fen Wu | ||||||||||||||||
| Department Manager |
Wen-Ti Lin | ||||||||||||||||
| Technical Manager |
Chia-Hao Chang |
61
6)The second phase of issuance of the third employee stock options
Unit: Thousand Shares; NT$ Thousand
| Title | Name | Number of Stock Options |
Stock Options as a Percentage of Shares Issued |
Exer | cised | Une | xercised | xercised | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
Number of Shares Converted |
Strike Price (NT$) |
Amount (NT$) |
Converted Shares as a Percentage of Shares Issued |
|||||
| Managerial Officer |
Assistant Vice President |
Tim Hung | 61 | 0.00% | - | - | - | - | 61 | 21.95 | 1,338.95 | 0.00% |
| Employee | Senior Director |
Bright Kim | 610 | 0.01% | - | - | - | - | 610 | 21.95 | 13,389.5 | 0.01% |
| Senior Technical Manager |
Dan Baek | |||||||||||
| Senior Technical Manager |
Jay Won | |||||||||||
| Technical Manager |
Eli Han | |||||||||||
| Technical Deputy Manager |
Peter Sung | |||||||||||
| Technical Deputy Manager |
Ray Kong | |||||||||||
| Technical Deputy Director |
Ping-Chia Shih | |||||||||||
| Department Manager |
An-Hung Lin | |||||||||||
| Deputy Manager |
Hsin-Yu Chen | |||||||||||
| Technical Deputy Manager |
Meng-Ting Yu | |||||||||||
| Acting Deputy Manager |
An-Chieh Tsou |
- 6.Issuance of New Restricted Employee Shares: None.
7.Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.
8.Financing Plans and Implementation: Please visit the Taiwan Stock Exchange “Market Observation Post System” (https://mops.twse.com.tw) / Individual Company / Equity Changes/Securities Issuance / Capital Raising / Capital Raising Plan Execution.
62
IV. Operational Highlights
1.Business Content
(1)Business Scope
-
1)Major content of business operations in the Company
-
1 CC01080 Electronics Components Manufacturing
-
2 F401010 International Trade
-
○3 I599990 Other Designing○4 F601010 Intellectual Property Rights○5 IG03010 Energy Technical Services (for operations outside of Hsinchu Science Park.)○6 D101060 Self-usage power generation equipment utilizing renewable energy industry (for operations outside of Hsinchu Science Park.) -
[a. Research, development, production, manufacture, testing, packaging, foundry, and sale of a wide range of ICs.
-
b. Import, export, and trade relating to businesses of the Company.
-
c. Production, manufacture, testing, and packaging for a wide range of IC system products. (For operations outside of Hsinchu Science Park.)
-
d. Repairing, development, manufacturing, and sale of semiconductor equipment parts and components.
-
e. Research, development, design and sale of the following products:
-
(1) ASIC technology integration service.
(2) Silicon IP design and service.]
- 2)Revenue distribution
| 3) | Unit: NT$Thousand; % | Unit: NT$Thousand; % | Unit: NT$Thousand; % | Unit: NT$Thousand; % | Unit: NT$Thousand; % | Unit: NT$Thousand; % |
|---|---|---|---|---|---|---|
| Year Item |
2024 | 2025 | ||||
| Revenue | Percentage | Revenue | Percentage | |||
| SpecialtyLogic Application Product | 27,044,374 | 60.47 |
28,555,785 |
61.11 |
||
| Memory products | 17,681,336 | 39.53 |
18,174,328 |
38.89 |
||
| Total | 44,725,710 | 100.00 |
46,730,113 |
100.00 |
||
| Majorproducts | ||||||
| Item | Item of major products (services) | |||||
| Semiconductor foundry services | Specialty logic application products wafer foundry: We provide IC design companies with wafer foundry services for display driver IC products, Power Management IC, Discrete devices, CMOS Image Sensor, Embedded NVM, etc. Memory product foundry: We provide IC design companies with dynamic random access memory products, Interposer,and flash memory products wafer manufacturingservices. |
- 4)New products (services) planned for development
The new next-generation products and services the Company plans to develop are
-
1 Specialty logic application products foundry service platform: Wafer foundry platforms are available for various processes, including 28 nm display driver IC, 55/80/110 nm BCD, BSI CMOS image sensor IC, 28 nm logic, 3D integrated chip technology, third-generation semiconductor power components manufacturing, and 40 nm memory integrated chip process.
-
2 Foundry service platforms for memory products: Currently providing DRAM foundry platforms with more advanced processes of 30/25 nm and below, as well as 28/24 nm NAND Flash foundry products, and developing 48 nm NOR Flash foundry products, currently developing DRAM foundry platform with more advanced processes below 1x nm, 25 nm and below Interposer technology platforms, and next-generation NAND Flash foundry product platform, in order to provide clients with better and more diversified foundry platforms so as to enhance product competitiveness for client.
(2)Industry overview
- 1)Current status and development of the semiconductor industry
In the wake of the 2025 US presidential election, during the first half of 2025, President Donald Trump implemented an “America First” policy by imposing higher tariffs to encourage the reshoring of manufacturing. These measures triggered a series of global impacts, including supply chain restructuring (with strategies such as “China +1” facing challenges and companies diversifying geographic distribution to spread risk), heightened trade tensions (with increased tariffs on China, Mexico, and Canada, leading to retaliatory measures), and inflationary pressures (as higher import costs were passed on to consumers, driving up prices), all of which influenced the global economy. However, from a medium/long-term perspective, the semiconductor industry’s growth momentum continues to be driven by strong demand for artificial intelligence (AI). Markets such as 5G, generative AI, the Internet of Things (IoT), and automotive electronics remain promising, and are expected to continue boosting demand across wafer foundry services, IC design, Wi-Fi 7, silicon wafers, equipment and materials, automotive electronics, memory, passive components, and 5G infrastructure.
In response, the Company has not only offered more competitive foundry services by actively developed specialty logic and memory process technologies that better meet customer needs; it has also combined advanced logic processes from first-tier foundries with its own stacking technologies to develop a high-bandwidth, high-capacity, and low-power 3D AI chip foundry platform. This platform provides cost-effective, high-performance solutions for large language model (LLM) AI applications and generative AI servers. Furthermore, to address the high-speed transmission requirements of AI models paired with high-bandwidth memory (HBM) and CoWoS packaging, the Company has launched a 2.5D interposer with high-density capacitor IPD technology,
63
which has already passed the verification of international customers and entered the sampling stage.
- 2)Connections between the upper, middle, and lower streams of the semiconductor industry
The semiconductor industry generally refers to the entire IC design, production, and manufacturing industry, as well as products related to packaging and testing of semiconductor components. Integrated circuits can be divided into four categories by function: Memory ICs; micro-components; logic ICs; and analog ICs. There are many types of IC designs with different characteristics, and manufacturing process requirements also differ. Therefore, the wafer Fab and the industry chain must also keep pace with the client’s design and process requirements, in order to meet the end product specifications and drive development of the overall industrial chain. Thus, connections among the upper, middle, and lower streams of the semiconductor industry are as follows:
==> picture [482 x 128] intentionally omitted <==
- 3)Development trends in terminal electronic products
For the foundry services provided by the Company, applications for electronic terminal products can be roughly classified into computer products, communication applications, consumer electronics, automotive electronic products, and AI related application products.
-
4)Competition in the wafer foundry industry
-
The Company provides 12-inch and 8-inch wafer specialized foundry services, including specialty logic application products and memory products foundry services.
-
1 Specialty logic application product foundry business
-
The slowdown in Moore’s Law growth after the 28 nm node indicates that advanced logic processes are not the only direction for the market. Foregoing advanced processes that endless cash-burning, and turning instead to the more profitable market for specialty application products, is the Company’s competitive strategy; the Company provides various customized specialty application processes (applied to power management IC, discrete components, manufacturing of display driver ICs, CMOS image sensors, and embedded non-volatile memory) with excellent logic processes and technologies, as well as multiple foundry cooperation models, so as to effectively shorten production processes for clients and improve our competitive advantages for clients. There is still considerable space in the mature process market at 28 nm and above, including applications in AI, industry, automotive electronics, and others.
Unlike other 12-inch standard logic wafer foundries on the market, which are primarily based on copper interconnects, the Company can provide low-cost 12-inch aluminum interconnect platforms. Compared with the 8-inch aluminum interconnects of the same technology node, the Company’s cost for 12-inch aluminum interconnect dies can be reduced by 30%, which greatly improves product competitiveness for clients.
-
2 Memory wafer foundry business
-
a. Dynamic random access memory process technology
-
Considering the trends toward performance improvements, thinning, energy saving, etc. in the demand for terminal electronic products, chip design needs to be more highly functionally integrated, and remand for high performance, low power consumption, etc. needs to be better supported by higher-end process memory products. The current niche DRAM foundry will gradually introduce 1x nm process and accelerate the development of new process platforms. At the same time, AI Memory (memory based computing, PIM; Processor In Memory ) and a new type of memory that can be stacked with logic chip and wafers (WOW; Wafer on Wafer) required for neural network computing systems such as AI are being developed, so as to meet clients’ different demands for customized memory. All of these can highlight the Company’s position as the only foundry industry that provides excellent memory products. At present, the Company is currently working closely with clients and key suppliers to tap into the AI field, where market demand is growing strongly.
-
b. NOR and NAND Flash memory process technology
-
The Company’s Flash products aim at mobile application devices, consumer electronic products, and industrial application markets, providing low-power, energy-saving, high-reliability products. Low-capacity NAND Flash and low-power DRAM have become the main memory solutions for entry-level wireless communication products. In addition, low-capacity NAND Flash is also commonly used in consumer electronics, communication products, and automotive networking or industrial applications. At present, the 28 nm NAND Flash process has been successfully mass production, the 24 nm NAND Flash process has been developed.
-
In recent years, emerging applications have generated greater demand for NOR flash memory, such as AMOLED panels, true wireless stereo (TWS) Bluetooth headsets, and 5G base station infrastructure. To meet these new application requirements, the Company has actively developed a new-generation 48 nm NOR flash process, which has now entered mass production. This allows the Company to provide customers with higher-capacity flash products that are more cost-competitive while also maintaining quality and reliability standards.
-
3 Specialized wafer foundry business
-
a. Leveraging advanced logic processes from leading foundries, the Company has developed a 3D AI chip foundry platform featuring high bandwidth, high capacity, and low power consumption. This platform provides cost-effective, highperformance solutions for large language model artificial intelligence (LLM AI) applications and Edge Computing.
-
b. To address the high-speed transmission demands of AI models paired with HBM (High-Bandwidth Memory) and CoWoS
64
packaging, the Company has introduced a 2.5D interposer with high-density capacitor IPD, which has been certified by major international manufacturers and is expected to enter mass production soon.
(3)Technology and R&D Overview
1)Research and development (R&D) expenses in recent years and up to the date of the issuance of the annual report
| Year | Year | 2025(Note 1) | 2025(Note 1) | As of February24,2026(Note 2) |
|---|---|---|---|---|
| R&D expenses(Unit: NT$Thousand) | 5,257,279 | 431,329 | ||
| Note 1: The consolidated R&D expenses audited by the CPA in 2025. Note 2: The unaudited consolidated R&D expenses as of February 24, 2026. )Successfully developed technology or products in recent 2 years |
||||
| Year | Successfullydeveloped technologyorproduct(s) | |||
| 2024 | 80BCD 40V | Power Management IC | ||
| AL HV80 ePaper | Displaydriver IC | |||
| 110nm eFlash 1.5V/3.3V&1.5V/5V | Integrated MemoryChip | |||
| 100V GaN | Discrete devices | |||
| NOR48 1.8V | Flash memory | |||
| 2025 | 110nm 3.3V Gate BCD | Power Management IC | ||
| AL HV80 8V | Displaydriver IC | |||
| 55nm 3.3V BSI | CMOS Image Sensor | |||
| 60~100V Double Gate LF1 | Discrete devices | |||
| Interposer | Interposer | |||
| 3DIC | 3D Wafer On Wafer |
(4) Long-term and short-term business development plans
1) The Company provides with advanced technology
○ 1 Specialty logic application product foundry business: Customized logic and specialty application product professional foundry services, primarily including Power Management IC, OLED/LCD Display Driver IC, Discrete Devices, Flash Memory, Image Sensor IC, Integrated Memory Chip, RF Chip, and Bio-tech Chip.
○ 2 Memory foundry business: Providing 12-inch wafer professional niche memory products, interposer, and flash memory foundry services with excellent advanced memory technology.
2)Short-term business goals
For the specialty logic application product foundry business, in addition to continuously developing 28 nm driver IC process technology, the Company has also invested in process technologies for applications such as electronic paper and Micro displays in recent years. Power semiconductor components are introduced into competitive processes aimed at high-efficiency terminal power applications, while also introducing 55nm RF products, such as WiFi, BLE and BT. As for other production lines, the Company cooperates more actively with manufacturers worldwide so as to develop more diversified Power Management IC BCD Process.
For the niche DRAM foundry, considering that, following the mature mass production of the 25 nm process, the demand for terminal electronic products is moving toward the trend for function enhancement, thinning, and energy savings, due to complex factors such as functional integration, low power consumption and performance improvement in chip design, the Company has assisted clients introducing the 25 nm and below process technology platform, so as to maintain the Company’s leading edge among niche DRAM foundries. In addition, in order to meet client demand for different memory customization, the Company has developed a new type of memory that can be stacked with logic chip and wafers (WOW; Wafer on Wafer). For flash memory, the Company has advanced NAND Flash process technology development and product design capabilities. The main products are 1Gb-4Gb SLC flash memory products. The application fields cover consumer electronics, wireless communication products, industrial grade products, smart home appliances, smart meter wireless connections, and other application markets. With the steady growth of these application markets and limited supply, the global SLC flash memory market is expected to maintain steady growth as well. At present, the Company’s NAND Flash 24 nm has entered mass production, and be able to provide clients with a more cost-competitive technology platform in the future. In addition, the new-generation 48 nm NOR Flash process developed by the Company has entered mass production. In the future, the Company will be able to provide clients with higher capacity, more cost-competitive flash products that can take care of both demand for both quality and reliability. 3)Long-term business goals
For the specialty logic application product foundry business, in addition to the continuous development of advanced manufacturing processes for specialty logic application product foundry services, the Company will establish a logic specialized foundry platform and develop silicon intellectual property to provide specialized foundry services. At the same time, the Company also uses the manufacturing capacity in which it excels to strive for world-class manufacturers to import their proprietary technology to production and manufacture in the Company. Meanwhile, in order to respond to industry changes and maintain the Company’s flexibility, in addition to providing commissioned production capacity, manufacturing, and design services in the future, the Company can also provide the concept of diversified foundry services (Open Foundry) such as operation management to create win-wins with clients. At present, the 12-inch logic wafer foundry business has been integrated with the 8-inch Fab. In the future, the Company will provide clients with the product planning for the seamless transition from 8-inch to 12-inch, better service quality, and foundry product competitiveness with a higher cost-performance ratio. Third-generation semiconductors offer the advantage of higher energy efficiency while also having higher power. For this reason, the Company is also actively developing GaN power devices to meet the high-frequency, high-voltage demands of the AI Data Center and electric vehicle markets. For power management IC products, we will offer a full range of modular BCD selective NON-EPI, EPI, and DTI process architectures, and provide high-power, low-Ron, cost-effective technology platforms to meet a variety of product application requirements. Especially with regard to long-term industrial and automotive product business goals, we will provide more diversified embedded IPs, such as SRAM, ROM, OTP, MTP, and eFlash, to meet the needs of high-performance integrated
65
Power+MCU SOC solutions.
For the DRAM foundry, in addition to continuing to provide advanced manufacturing processes to strengthen competitiveness, we will cooperate with clients to produce customized products to meet their demand, and improve product life cycles in order to pursue long-term stable growth. For flash memory (NOR/NAND Flash), the Company will continue to develop the nextgeneration advanced process technology to improve product competitiveness. At present, the Company is also actively developing new markets and new clients in the Greater China region, in order to establish a long-term, stable product export market.
The Company has been deeply involved in the memory foundry sector for many years, with product applications spanning wireless communications, consumer electronics, automotive electronics, and 3C applications. The Company not only provides advanced process services for niche memory but is also the world’s only 12-inch wafer foundry offering a comprehensive memory product line. In addition, the newly developed interposer and 3D wafer stacking platform integrates the Company’s existing mature logic and memory process technologies and equipment with new production lines to create a comprehensive, cost-effective, high-valueadded 3D AI foundry platform. This exclusive resource advantage positions the Company as a key player in transforming and succeeding within the evolving competitive landscape of the global mature process foundry market.
The Company has signed the Agreements with Micron Technology, Inc., on behalf of itself and its worldwide subsidiaries and affiliates (“Micron”), to sell its fabrication site and facilities (excluding manufacturing-related equipment) in Tongluo to Micron. The two parties will establish a long-term foundry relationship with the Company for advanced DRAM packaging, and Micron will assist the Company in enhancing its existing specialty DRAM process technologies. Amidst the global recovery of the memory market, the Company plans to integrate advanced packaging technologies and materials—such as 3D Wafer-on-Wafer (WoW) and Interposers—to pivot into a key player within the AI supply chain. Through this move, the Company aims to strengthen its financial structure.
2.Market and Sales Overview
(1)Market analysis
1)Sales (Service) Region
| arket analysis Sales (Service) Region |
arket analysis Sales (Service) Region |
||||
|---|---|---|---|---|---|
| Unit: NT$Thousand 2025 Revenue Percentage 23,712,621 50.74 11,168,199 23.90 8,602,201 18.41 3,247,092 6.95 23,017,492 49.26 46,730,113 100.00 |
|||||
| Year Item |
2024 | 2025 | |||
| Revenue | Percentage | Revenue | Percentage | ||
| Domestic sales | 24,963,729 | 55.82 | 23,712,621 | 50.74 | |
| Export | Asia | 11,625,376 | 25.99 | 11,168,199 | 23.90 |
| America | 4,417,183 | 9.87 | 8,602,201 | 18.41 | |
| Europe | 3,719,422 | 8.32 | 3,247,092 | 6.95 | |
| Sub-total | 19,761,981 | 44.18 | 23,017,492 | 49.26 | |
| Total | 44,725,710 | 100.00 | 46,730,113 | 100.00 |
Data source: Consolidated financial statements audited by the CPAs.
2)Market share
Per estimates by research institutions, the total global output value of the wafer foundry industry is projected to reach approximately US$174.5 billion in 2025. In 2025, the Company’s consolidated annual revenue amounted to approximately NT$46.73 billion, ranking among the top ten wafer foundry companies worldwide, with a market share of approximately 1%.
3)Supply and demand situation; market future growth potential
With the rise of the AI industry driving demand for advanced semiconductors, the World Semiconductor Trade Statistics (WSTS) forecasts that global semiconductor market size will reach US$772.24 billion in 2025, representing year-on-year growth of approximately 22%. WSTS believes that, due to the continued expansion of AI-related industries, the overall semiconductor sector is expected to maintain its growth. It projects that the global semiconductor market will reach US$975.46 billion in 2026, achieving annual growth of 26%, with the primary growth momentum coming from memory and logic products.
- 4)Competitive niche
The Company’s 12-inch Fab has an excellent process yield and is in step with the world-class manufacturers. The Company possesses a cost competitive advantage in advanced processes; the Company also cooperates with strategic alliance partners to establish a common design platform and IP, so as to provide customized foundry services, including specialty logic application products, niche DRAM, NOR/NAND flash memory, etc. The Company also actively introduces manufacturers worldwide to cooperate with them and develop a variety of products. We provide excellent foundry services that satisfy clients with world-class synchronous manufacturing technology, international-class manufacturing standards, and strict quality controls.
The Company has been deeply involved in the memory foundry sector for many years, with product applications spanning wireless communications, consumer electronics, automotive electronics, and 3C applications. The Company not only provides advanced process services for niche memory but is also the world’s only 12-inch wafer foundry offering a comprehensive memory product line. In addition, the newly developed interposer and 3D wafer stacking platform integrates the Company’s existing mature logic and memory process technologies and equipment with new production lines to create a comprehensive, cost-effective, high-valueadded 3D AI foundry platform. This exclusive resource advantage positions the Company as a key player in transforming and succeeding within the evolving competitive landscape of the global mature process foundry market.
5)Advantages and disadvantages of the development prospect and countermeasures
-
1 Favorable factors
-
a. Steady growth in end-market demand and high customization
In recent years, the development of Artificial Intelligence (AI), Large Language Model (LLM) and Artificial Intelligence (AI) Data Center has created various and diverse semiconductor needs from the cloud side to the edge side, providing long-term growth momentum for the semiconductor market. The Company offers professional 12-inch wafer foundry service based on advanced technologies. We provide advanced manufacturing process of niche memory to help domestic and international client produce related products, becoming the 12-inch Fab in the world that delivers a full range of memory products. In
66
addition, we also offer specialty logic application products of foundry service, serving as the best partner for world-class manufactures.
For the technology of logic products, we make full use of the cost advantage of the 12-inch 80 nm and above aluminum process, conduct in-depth collaboration with customers in the foundry of special products such as PWM, DDIC, MCU, CIS, and further extend the advantage to 55 nm and below copper process. As to the 8-inch products, the focus is expanded from IC to discrete devices, with GaN, MOSFET, and IGBT as the major momentum for future growth. The future goal for 8-inch and 12-inch products is to maintain stable profit and continuous growth. In terms of the technology of memory products, the Company and our subsidiaries not only have complete memory design and manufacturing capabilities, but also have DRAM/NAND Flash and NOR Flash process platforms, meeting customers’ diversified needs for memory products. The Company will continue to develop next-generation memory processes to maintain its cost advantages and collaborate with client to provide diversified and high-quality memory products.
The production line of the Company is compatible with both logic process and memory process, which makes the allocation of its production capacity more flexible in the fluctuated economic cycle and improves the utilization rate of its production capacity.
-
b. The US-China trade tariffs and geopolitical tensions intensify, leading to a shift in orders
-
The US sanctions on China’s chip industry (including equipment maintenance and service trade restrictions), have forced China to reduce its reliance on US technology. As China is unable to establish advanced production capabilities in the short term, it must rely on mature processes or find alternative suppliers. To mitigate risks, Chinese, US, and European design companies are being forced to seek alternative supply chains, resulting in a significant transfer of orders to Taiwanese foundries with mature processes, leading to increased capacity utilization rates, particularly in the areas of automotive, industrial, and low-power IoT applications, making them the primary beneficiaries.
-
2 Unfavorable factors and countermeasures
-
a. Increased pressure from peer competition
In recent years, the semiconductor industry has benefited from the increasing demand for mobile devices, 5G, artificial intelligence (AI), and automotive applications, which has also benefited various wafer foundries and attracted attention. Due to tight wafer foundry production capacity, many companies added production capacity. As global foundry capacity supply increases, it faces competitive peer group pressure, especially the price and capacity competition of china wafer foundries. Countermeasures:
The Company focuses on the wafer foundry business, with world-class synchronous technology, further coupled with worldclass manufacturing standards and strict quality control, to provide clients with satisfactory foundry services in order to reach new industry heights together. So far, different clients have been introduced one after another. The scope of product applications for clients covers the “4C” consumer electronic application fields: computers, wireless communications, consumer electronics, and automotive.
Meanwhile, by expanding the development of related process technology with global industry, government, academia and research institutions, we hope to pre-master forward-looking technologies, effectively shorten research and development time-frames, and reduce the cost of patents and technology transfer. The Company continues to provide services, products of better quality, and diversified foundry models in order to continuously deepen positive relationships with clients. This is the Company’s best response. Through the integration of the 12-inch and 8-inch Fabs, the Company provides clients with morecomplete product lines and better service quality.
-
b. Risks related to intellectual property rights
-
The Company maintains its advantages in the semiconductor manufacturing industry with its self-developed process technology, trade secrets, and related know-how. However, there is no guarantee that trade secrets and related know-how will not be stolen or imitated. If this happens, it may lead to a reduction in the Company’s revenue, and may also lead to unknowing infringement on other companies’ intellectual property rights. In case of any litigation, the Company may be at risk of not being able to manufacture certain products.
Countermeasures:
The Company has taken measures to minimize as far as possible the possibility of loss of shareholder equity due to intellectual property claims and lawsuits, including actively asserting and protecting the intellectual property rights owned by the Company, and applying for patent protection based on intellectual property rights for all products successfully developed. The Company has a Legal Affairs & Intellectual Property Office, to prevent infringement on the intellectual property rights of others during the course of the manufacturing process. In addition, all the patents used are authorized by other companies, so to avoid the risk of infringement.
- c. Risks of climate disaster
The semiconductor manufacturing industry makes strong demands on the power supply and for stability of power. In the event of an occasional power failure, it will be necessary to restart and inspect the equipment, thus affecting progress of the manufacturing process. The semiconductor manufacturing industry has a huge demand for business-use water. If there is a water shortage, it will also affect the production capacity. Any shortage of water and electricity caused by climate disasters has the risk of affecting production capacity.
Countermeasures:
The Company has an uninterruptible power supply system to prevent power outages. It is committed to recycling water resources, reducing water waste, and implementing a split flow design for machinery and installing selection valves in the discharge pipeline to reduce the discharge of waste solvents. The remaining wastewater is discharged into the wastewater field or recycling system for water recycling, resulting in a water recycling rate of over 88% in recent years. The Company has good communication channels with government departments. Countermeasures have been fully discussed to manage and control the risk of climate disaster, and water conditions are closely monitored. When water sources in tighter, water trucks are made ready. Once it becomes necessary, they can be activated in areas where government negotiations have been made for the Company to get water for emergency response.
- d. Currency risk
All of the Company’s revenue, both domestic and foreign sales, is denominated in foreign currency; the transaction currency is USD. However, the currencies for the Company’s capital expenditure and purchase payment are primarily USD, JPY, and
67
NTD. When USD receivables that cannot be offset are being converted into NTD, there may still be exchange gains or losses due to holding net assets in USD. Therefore, if the US dollar continues to depreciate, the exchange losses may erode the Company’s profits. The Company adopts natural hedging together with forward foreign exchange contracts depending on changes in the exchange rate market, actual positions and capital conditions so as to avoid exchange rate risks. Countermeasures:
The Company adopts a prudent strategy in the management of exchange rate changes, primarily adopting a natural hedging policy; in addition, the financial unit closely monitors the international financial situation, stays on top of the latest exchange rate market changes, and invites banks that we deal with to provide specialized consulting services, to fully grasp exchange rate trends. The Company also uses spot and forward foreign exchange contracts within the policy to avoid exchange rate risks, in coordination with the actual foreign currency position and capital status.
(2)Important purposes and fabrication processes of main products
-
1)Important purposes of main foundry services
-
1 With regard to the main products of the specialty logic application products wafer foundry, their important purposes are described as follows:
Display Driver IC is primarily used for screen drivers in large, medium, and small panels, XR/MR Microdisplay and electronic paper. It can be used in Cars, TVs, display, phones, laptop, Tablet, e-books, electronic labels, and other products.
The power management IC and discrete devices produced by the Company are primarily used in data centers, various computers and their peripheral products, handheld mobile devices, communication application products, consumer electronics, automotive, etc.
Image sensor IC products are primarily used in COMS image sensors for security, mobile phones, computer cameras, etc. Memory integrated chips are used in microcontrollers, major appliances, remote controls, and smart card products. RF-related chips are used in products such as mobile phones, laptops, and routers, as well as end-user products related to smart homes, the IoT, etc.
-
2 With regard to the main products of memory wafer foundry, their important purposes are described as follows:
-
Applications for DRAM products are primarily in computers, communications, consumer electronics, automotive electronics, and other products such as personal computers, notebook computers, printers, mobile phones, digital cameras, digital TVs, and wireless network products.
-
NOR/NAND Flash is used in handheld mobile devices, consumer electronic products, industrial electronic products, and related applications such as smart home appliances and smart meters.
-
3 Specialized wafer foundry business
The newly developed interposer and 3D wafer stacking platform are designed for AI-related products, meeting their requirements for high bandwidth, high capacity, and low power consumption. This platform provides cost-effective, highperformance solutions for large language model artificial intelligence (LLM AI) applications and Edge Computing.
- 2)Fabrication process of main products
The Company’s main foundry products are specialty logic, special application, and memory products. The Company’s wafer manufacturing process is extremely precise and complicated, which requires production in a dust-free and clean wafer manufacturing environment. Hundreds of processes such as photo, diffusion, thin film, and etching are required that go back and forth for fabrication. After all this, the product goes through circuit probing, packaging, and final testing to be completed as a final product.
==> picture [483 x 116] intentionally omitted <==
(3)Supply status of main raw materials
| Main raw materials |
Supplier | Purchasing strategy |
|---|---|---|
| Silicon wafer | Company A Company B Company C Company D Company E |
1. The Company strictly controls and selects the source of silicon wafer suppliers. The quality of each supplier’s supply must first go through a sample evaluation process stipulated by the Company, and only after it has been determined to be qualified by relevant departments, can it be listed as a qualified supplier. 2. The Company purchases chips from Asia, Europe and other areas to reduce risks. 3. The Company maintains a good supply and demand relationship with various suppliers, and has considerable advantages in the purchase price and supply quality of chips. 4. The Company regularly reviews the supplier’s supply price, quality, delivery accuracy, and related technical consulting services, to determine order quantities for each supplier. 5. The Company conducts supplier performance appraisals every six months, to ensure that management measures are actuallyimplemented. |
68
| Photoresist | Company F Company G Company H Company I Company J CompanyK |
1. The Company provides the estimated amount of photoresist to suppliers at the beginning of each month, so that suppliers can prepare the inventory as soon as possible. 2. The Company monitors its inventory on a monthly basis, to ensure stable supply. 3. The Company conducts supplier performance appraisals every six months, to ensure that management measures are actually implemented. |
|---|---|---|
| Gas | Company M Company N Company O Company P Company Q CompanyR |
1. Since suppliers compete with/among each other and all of them establish mutual support relationships with the Company, it is favorable for purchase conditions and ensures a secure supply when stocks are low. 2. The Company monitors its inventory on a monthly basis, to ensure stable supply. 3. The Company conducts supplier performance appraisal every six months, to ensure that management measures are actuallyimplemented. |
| Chemicals | Company S Company T Company U CompanyV |
1. Suppliers have factories and warehouses in Taiwan, so the supply is stable, which is favorable for the Company’s ability to reduce inventory while ensuring quality. 2. The Company conducts supplier performance appraisal every six months, to ensure that management measures are actuallyimplemented. |
(4)The name of the customer who has accounted for more than 10% of the total purchases (sales) in any one of the most recent two years, as well as the purchase (sales) amount and percentage
- 1)Suppliers that account for 10% or more of the total purchases
Unit: NT$ Thousand; %
| No. | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | ||
|---|---|---|---|---|---|---|---|---|
| Company Name |
Amount | Percentage | Relationship with PSMC |
Company Name |
Amount | Percentage | Relationship with PSMC |
|
| 1 | Company A | 1,923,687 |
10.50 |
None |
Company A | 1,947,088 | 10.69 |
None |
| 2 | Company B | 1,817,441 |
9.92 |
None |
Company B | 1,028,141 | 5.65 |
None |
| Others | 14,586,971 | 79.58 |
- |
Others | 15,234,624 | 83.66 |
- |
|
| Total | 18,328,099 | 100.00 |
- |
Total | 18,209,853 | 100.00 |
- |
Explanation of increase or decrease: According to the Company’s production needs, Company A and Company B have adjusted the quantity of purchase.
- 2)Customers that account for 10% or more of the total sales
Unit: NT$ Thousand; %
| No. | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | ||
|---|---|---|---|---|---|---|---|---|
| Company Name |
Amount | Percentage | Relationship with PSMC |
Company Name |
Amount | Percentage | Relationship with PSMC |
|
| 1 | Company І | 5,810,565 | 12.99 |
None |
Company І | 4,750,483 | 10.17 |
None |
| Others | 38,915,145 | 87.01 |
- |
Others | 41,979,630 | 89.83 |
- |
|
| Total | 44,725,710 | 100.00 |
- |
Total | 46,730,113 | 100.00 |
- |
Explanation of increase or decrease: The sales amount and proportion of Company І in 2025 are both decreased in 2024, which was due to the regulation in market demand.
3.Human Resources
| .Human Resources | ||||
|---|---|---|---|---|
| Item | Year | 2024 | 2025 | As of 2026.02.24 |
| Number of employees | Direct staff | 2,124 | 2,065 |
2,060 |
| Indirect staff | 6,263 | 6,296 |
6,290 |
|
| Total | 8,387 | 8,361 |
8,350 |
|
| Average age | 39.48 | 40.04 |
40.11 |
|
| Averageyear of service | 10.88 | 11.48 |
11.48 |
|
| Education distribution percentage (%) |
Ph.D. | 0.66% | 0.58% |
0.57% |
| Master’s degree | 35.47% | 36.58% |
36.57% |
|
| College | 51.93% | 51.30% |
51.40% |
|
| Senior high school | 11.87% | 11.49% |
11.40% |
|
| Below senior high school | 0.07% | 0.06% |
0.06% |
4.Information on environmental protection expenditure
(1)Total amount of losses (including compensation) and penalties due to environmental pollution in the most recent year, to the annual report publication date
As the Company has always complied with environmental protection laws and regulations, and sets continuous reduction of pollution emissions as a goal for environmental protection work in the Fabs, the Company has not incurred
69
any losses resulting from penalties imposed by relevant units due to environmental pollution incidents, and no pollution disputes have occurred in the two years prior to the annual report publication date.
(2)Future countermeasures (including improvement measures) and possible expenditures (including estimated amount of losses, penalties, and compensation that may occur if countermeasures are not taken; if they cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated)
Environmental protection, green production and fulfillment of corporate social responsibility are an essential part of the Company’s operations and management. Due to the increasing awareness of environmental protection, the Company has continuously invested plenty of labor and funds in recent years to expand and maintain pollution prevention equipment in response to this trend. The Company’s goal is to maintain equipment operation in line with the Best Available Control Technology (BACT).
| No. | Purchased equipment or expenditure content | Expected improvement |
|---|---|---|
| 1 | Exhaust gas windmill related operation and maintenance |
Old equipment is replaced/improved to stabilize facility operation |
| 2 | Replacement and repair of VOC relevant treatment and monitoringequipment |
Optimization/Improvement of VOC related equipment |
| 3 | Water recyclingsystem | Recycleprocess wastewater and save water resources |
| 4 | Wastewater treatment system | Wastewater treatment meets discharge standards |
| 5 | Sewage and sewer usage fee | Proper wastewater treatment fee |
| 6 | Waste disposal fee | Properly manage waste disposal, increase the recycling rate, and reduce landfill usage |
| 7 | Special gas detection and alarm equipment | Optimize chemical usage and storage standards and improve emergency response capabilities |
| 8 | Pollution control equipment operation fee | Maintain normal operation ofpollutionprevention equipment |
| 9 | Adding/ Replacing local pest control devices | Improved L/S treatment efficiency, reduced odor problem and Greenhousegas emissions |
5.Labor relations
(1)List the Company’s various employee welfare measures, further education, training, retirement systems, and their implementation status, as well as labor-management agreements and measures to protect rights and interests of employees
-
1)Employee welfare measures
-
1 Labor insurance and national health insurance: All employees of the Company participate in labor insurance and national health insurance.
-
○2 Group insurance: In addition to benefits to the employee him/herself, this also benefits the employee’s spouse and children, so that both colleagues and their families can be protected. -
○3 Employee health care plan: Physical examinations for new employees, as well as annual health examination for employees.○4 Restaurant: The Company has a restaurant that offers different meal options such as a buffet, fast food, and noodles. Lunch, dinner, and night snack are all subsidized by the Company. Colleagues only need to pay a small meal fee to enjoy sumptuous meals. -
○5 Staff dormitory: In order to solve the problem of living nearby for technicians coming from far away, the Company has a dormitory in place for direct staff, which provides a comfortable living environment with water, electricity, and air-conditioned suites. -
○6 Transportation vehicles: There are shuttles for routes from/to Taoyuan, Zhongli, Hsinchu, Zhudong, Zhubei, Hukou, Toufen, Miaoli, etc., which can be used for free by direct staff, in concert with their commutes to and from work. -
○7 Bonus system: The Company issues incentive bonuses, depending on operating conditions.○8 Welfare activities: The Employee Welfare Committee organizes activities from time to time, such as employee family days, club competitions, music appreciations, movie appreciations, art and cultural events, and discounts in designated stores, to bring stronger emotional connections between employees, enhance workplace cohesion, and improve work morale. -
○9 Club activities: In order to encourage employees to engage in legitimate leisure activities, employees may form various types of clubs by themselves, and the Employee Welfare Committee will provide financial subsidies. -
○10 Several banks cooperate to provide loan or deposit preferential programs.○11 PSMC library: providing free borrowing of various books, periodicals, DVDs, VCDs, and other teaching discs.○12 Maternity Protection: Employees have the right of maternity allowance, and the extension of maternity leave.○13 Providing hospitalization condolence funds, funeral subsidies, and emergency assistance loans to assist employees in difficult times. -
○14 Distributing festival vouchers for the three major holidays, birthday cash gifts, and gifts for important festivals such as Labor Day, Mid-Autumn Festival, and Christmas, to celebrate these occasions with employees. -
○15 Employee Stock Ownership Plan: To enhance employee engagement and loyalty, the Company allocates funds for an employee stock ownership plan, thereby allowing employees to benefit from the Company’s financial success and increases in stock value, and ultimately contributing to employee wellbeing. -
2)Further study, education and training
The Company has a robust education and training plan to allow employees to develop their potential, improve work performance, and achieve win-win goals of corporate development and self-growth in a working environment that applies the principle of “right
70
person in the right place”. The Company also conducts diverse, varied specialty training to provide employees with opportunities to nurture robust specialized skills for career development.
- 3)Retirement system and its implementation status
The Company’s Employee Retirement Guidance is stipulated in accordance with the Labor Standards Act. For employees who adopt the old labor pension scheme, the Company allocates a monthly “labor retirement reserve fund” to the Labor Retirement Reserve Supervision Committee, and deposits such fund into a dedicated account with the Bank of Taiwan under the name of the Committee. The “Labor Retirement Reserve Supervision Committee” is responsible for management, supervision, and review of retirement reserve fund related matters. The Company allocates 6% each month of monthly salaries for employees who select the new labor pension scheme, as well as new employees, as a contribution to the labor pension fund, in accordance with the “Labor Pension Act”.
-
4)Status of negotiations between labor and management, and measures to protect the rights and interests of employees
-
The Company attaches great importance to the opinions of employees, and provides various channels to promote communication and coordination between employees and management, such as setting up an employee suggestion box, online communication platform, etc., to deeply understand employee opinions and ideas on management and welfare systems, thus maintaining a good labor-management relationship.
-
(2)Explain any losses incurred due to labor disputes in the last year and the date prior of this report was printed, and disclose estimated amounts that may occur at present and in the future, as well as countermeasures for such; if they cannot be reasonably estimated, an explanation must be made as to the fact that they cannot be reasonably estimated: Since the establishment of the Company, the relationship between labor and management has been harmonious. As of the last year and the date prior of this report was printed, there have been no losses incurred due to labor disputes. It is estimated that the possibility of future losses due to labor disputes is extremely low.
-
6.Cybersecurity management
-
(1)State clearly the cybersecurity risk management structure, cybersecurity policy, specific management plan, and resources invested in the management of cybersecurity:
-
1)Cybersecurity Risk Management Structure
To ensure the security of the Company’s own and customers’ information assets, in view of the information security risk assessment, and to protect the rights and interests of the Company and its stakeholders, the Company has established the Information Security Committee at 2019, and a dedicated Information Security Officer, who responsible for formulating annual information security strategies, supervising and coordinating annual information security plans as well as information security audit benchmarks, at 2022. The Committee also coordinates related resources and cross-unit activities, organize the management of information security incidents, plan information security education, formulate and execute information security audit operations, establish information security policies, information security management regulations as well as reporting procedures for information security. The Committee held meeting to review and decide that information security, information protection guidelines and policies, and implement the effectiveness of information security management measures every half year.
Information Security Committee
==> picture [494 x 261] intentionally omitted <==
----- Start of picture text -----
President Every six months, reviews information security
policies and implementation results
Formulates/promotes information
security policy Chairman/Vice Every six months, holds an information security
Supervises handling of issues related Chairman review meeting and reports on implementation
to information security results to President
Executive Secretariat Tracks and
manages
information
security issues
Information Security Information Security
Management Division Engineering Division
Information security policy planning, Builds multi-level information security
promotion and education and training protection mechanisms
Prevention and verification of information Continuously assesses information security
security incidents risks and introduces solutions
Trade secrets protection and management Improves efficiency in detecting and
responding to all types of information security
incidents
Strengthens protection processes for
i f i i d k i
----- End of picture text -----
71
- 2)Cybersecurity Policy
In accordance with ISO 27001, the Company formulate business secret management measures, personal data management measures, etc. and refer to the government regulations. Moreover, the Committee also collects and analyzes the latest regulations on information security to formulate or revise relevant management measures, and regularly review information security-related operations to be performed to ensure compliance with security policies. Since the implementation of ISO 27001 Information Security Management System (ISMS), our goal has been to establish the highest standard of information security that aligns with international security norms, customer requirements, relevant stakeholders, and internal controls. We have obtained ISO 27001 certification, and the current certificate is valid from June 2025 to April 2026. We undergo annual surveillance audits for ISO 27001 certification. We have implemented control measures in various aspects, including policies, management, and system controls, following the “Plan-Do-Check-Act” (PDCA) approach. We have established a multi-layered architecture for in-depth defense, information security key performance indicators, and continuous improvement processes to mitigate information security risks caused by human errors and malicious attacks. The Company’s information security policy is applicable to all employees. The Company periodically promotes information security education, training, and responsibility advocacy to enhance employees’ awareness and capabilities, and ensure that all employees understand their duty to uphold information security. The Company has also established information security provisions and management requirements in its contracts with third parties (e.g., suppliers and vendors) to safeguard shared information and infrastructure.
3)Specific Management Plan and Resources Invested in the Management of Cybersecurity
The Company’s trade secret protection project is chaired by the President who convenes with the Vice Presidents of various business fields to develop policies for managing trade secrets, coordinate policies and physical measures to strengthen information security controls, implement a company-wide trade secret management system, classify sensitive data and trade secrets, and independently develop a smart automatic identification system. This system can promptly identify and reduce the risk of information leakage during output or transmission of trade secrets or sensitive data. Each year, the supervisor of each unit will conduct regular education on trade secrecy and training to enhance the information security awareness of colleagues in each unit. The Company attaches great importance to information security risk control and protection, builds a multi-level as well as indepth information security management and control protection network, and implements strict control measures, such as classification and grading of information assets, control of external data transmission via authorization system, email system protection, data output (printing, photocopying and fax) control, network abnormality check, entry and exit of information equipment must be approved, prohibiting the use of private storage devices, prohibiting the use of private devices for taking photos or videos, strengthening access control, and the authorization needs to be reviewed periodically. Also, we strengthening controls on the use of smartphones (e.g., installing control software, turning off phone cameras during working hours), and conducting random information security checks in all Fab areas. Any violation of the information security regulations will be severely punished.
We provide all employees with regular information security education and training, through in-person and online courses. New employees will receive information security education and training on their first day on the job, to help them understand the information security regulations. We make regular announcements about information security controls, and provide guidance on material information security incidents, to promote employees’ information security awareness. The Company also invites inspection agencies to host educational training and interviews and present practical case studies. We also maintain unimpeded communication channels with government agencies such as local prosecutor’s offices, police, and the Investigation Bureau, and take the initiative to seek their advice. And also provide practical case studies, and participate in the ISAC information security protection of the science park sponsored by the government. We receive and share major intelligence, establish the information security protection network of the science park with the national team, regularly participate in various technical courses on information security or hacker attack and defense, train information security professionals, strengthen physical protection, and upgrade information security management and control according to the annual plan, and purchase or introduce new technologies. In recent years, there have been frequent cyberattacks, with ransomware running especially rampant, and impacts have been extensive. Such attacks have caused great damage to companies, and cannot be taken lightly. The Company has conducted indepth analysis and investigations on major information security incidents at home and abroad, such as transnational financial crimes, remote access to ATMs, infiltration and transfers via international financial systems (such as SWIFT), corporate fraud, extortion, leaks, ransomware attacks on domestic semiconductor manufacturers, etc. By doing so, we gain in-depth knowledge of how hackers intrude. For any deficiencies, the budget for information security software and hardware equipment is increased to strengthen control measures. We strengthen the protection against internal and external network attacks, conduct education and training to increase awareness, strictly implement firewall policy review, host computer endpoint protection, network intrusion detection, antivirus system update, host and network equipment vulnerability patching, zero-day attack protection, phishing email detection, abnormal behavior identification, computer room management, etc. Through the information security maintenance and operation platform, regular system inspections and improvements are carried out, and new technologies are introduced to strengthen data protection. The information security of the supply chain is also becoming more and more crucial. For this reason, we pay special attention to the regular audit of customers’ or suppliers’ information security system in order to meet the high standards of both parties for information security. The threat in information security is increasing and unpredictable. We have hired external cybersecurity experts to conduct red team exercises as planned and have completed vulnerability patching based on the exercise results, continuing to strengthen our overall cybersecurity defense architecture. Our Company adheres to the principles of mutual benefit and pragmatism, creating value for our customers and shareholders while fulfilling our social responsibilities.
- (2)State clearly any losses, possible impacts, and countermeasures caused by significant cybersecurity incidents in the year prior to the annual report publication date; if they cannot be reasonably estimated, an explanation must be made as to the fact that they cannot be reasonably estimated: None.
72
7. Important contracts
| As of 2026.02.24 | As of 2026.02.24 | |||
|---|---|---|---|---|
| Agreement | Contracted Party | Period | Major Contents | Restrictions |
| Technical Cooperation Agreement |
Micron Memory Japan | 2003.08~2026.07 | Technology transfer and authorization |
None |
| Technical Service and Licensing Agreement |
SemiFab Private Limited | 2024.09~ | Technology Service and authorization |
None |
| Syndicated loan contract |
7 financial institutions including Land Bank of Taiwan (as the main bank) and other syndicated lending banks |
2018.01~2025.01 |
Medium and long-term loans |
Financial ratios must meet the standards stipulated in the contract |
| Syndicated loan contract |
14 financial institutions including Changhua Bank, Cooperative Bank, Hua Nan Bank and Mega Bank as the main banks and other syndicated lendingbanks |
2020.11~2026.01 |
Medium and long-term loans |
Financial ratios must meet the standards stipulated in the contract |
| Syndicated loan contract |
11 financial institutions including Mega Bank, Cooperative Bank, Hua Nan Bank, Changhua Bank, Land Bank of Taiwan, First Bank and Taiwan Business Bank as the main banks and other syndicated lending banks |
2022.02~2030.02 |
Medium and long-term loans |
Financial ratios must meet the standards stipulated in the contract |
| Syndicated loan contract |
12 financial institutions including Hua Nan Bank, Land Bank of Taiwan, Mega Bank, Cooperative Bank, Changhua Bank, and First Bank as the main banks and other syndicated lendingbanks |
2023.10~2031.04 |
Medium and long-term loans |
Financial ratios must meet the standards stipulated in the contract |
| Syndicated loan contract |
12 financial institutions including Changhua Bank, Land Bank of Taiwan, Cooperative Bank and Hua Nan Bank as the main banks and other syndicated lendingbanks |
2024.11~2032.01 |
Medium and long-term loans |
Financial ratios must meet the standards stipulated in the contract |
| Asset Purchase Agreement |
Micron Memory Taiwan Co., Ltd. | 2026.02.13~ 2027.08.13 |
Dispose of assets | None |
| Asset Transfer Service Agreement |
Micron Memory Taiwan Co., Ltd. | 2026.02~ 2027.08 |
Provide necessary support services during the asset transferperiod |
None |
| Technology Cooperation Agreement |
Micron Technology, Inc. | 2026.02~ | Technical Cooperation | None |
| Manufacturing Service Agreement |
Micron Technology, Inc. | 2026.02~ 2031.12 |
The back-end wafer manufacturing foundry service |
None |
73
V. Review of Financial Conditions, Financial Performance, and Risk Management
1.Analysis of Financial Status
| .Analysis of Financial Status | .Analysis of Financial Status | .Analysis of Financial Status | ||
|---|---|---|---|---|
| Unit: NT$Thousand | ||||
| Year Item |
2024 |
2025 | Variation | |
| Amount | Percentage | |||
| Current assets | 50,360,937 | 44,147,657 |
(6,213,280) |
(12%) |
| Property, plant and equipment | 124,236,098 | 122,004,420 |
(2,231,678) |
(2%) |
| Intangible assets | 171,074 | 88,448 |
(82,626) |
(48%) |
| Other assets | 14,152,741 | 12,445,099 |
(1,707,642) |
(12%) |
| Total assets | 188,920,850 | 178,685,624 |
(10,235,226) |
(5%) |
| Current liabilities | 30,424,757 | 22,785,219 |
(7,639,538) |
(25%) |
| Non-current liabilities | 69,850,428 | 73,900,218 |
4,049,790 |
6% |
| Total liabilities | 100,275,185 | 96,685,437 |
(3,589,748) |
(4%) |
| Equity attributable to shareholder of the parent |
88,645,665 | 82,000,187 |
(6,645,478) |
(7%) |
| Capital stock | 41,734,862 | 42,258,635 |
523,773 |
1% |
| Capital surplus | 27,380,465 | 27,949,944 |
569,479 |
2% |
| Retained earnings | 19,534,425 | 11,796,415 |
(7,738,010) |
(40%) |
| Other equity | (4,087) | (4,807) | (720) | (18%) |
| Total equity | 88,645,665 | 82,000,187 |
(6,645,478) |
(7%) |
| 1. Reasons for the discrepancy: (if the discrepancy is more than 20%, and the discrepancy amount reaches NT$ 10,000,000) (1)Decrease in intangible assets: Primarily due to the amortization of intangible assets in 2025 based on their useful life. (2)Decrease in current liabilities: Primarily due to a decrease in guarantee deposits received and payables for equipment in 2025 as compared to the previous year. (3)Decrease in retained earnings: Primarily due to the increase in net loss in 2025 compared to the previous year. 2. Future contingency plan: Not Applicable. |
2.Financial Conditions
- (1)The main reason for the major changes in operating income, operating net profit and net profit before tax in the last two years
| wo years | wo years | wo years | ||
|---|---|---|---|---|
| Unit: NT$Thousand | ||||
| Year Item |
2024 |
2025 | Variation | |
| Amount | Percentage | |||
| Operatingrevenue | 44,725,710 | 46,730,113 |
2,004,403 |
4% |
| Cost of revenue | 44,200,285 | 48,267,110 |
4,066,825 |
9% |
| Grossprofit | 525,425 | (1,536,997) |
(2,062,422) | (393%) |
| Operatingexpenses | 9,820,649 | 8,054,476 |
(1,766,173) |
(18%) |
| Net other operatingincome and expenses | 1,329,759 | 3,631,395 |
2,301,636 |
173% |
| (Loss)Income from operations | (7,965,465) | (5,960,078) | 2,005,387 | 25% |
| Non-operatingincome and expenses | 1,133,716 | (1,516,924) |
(2,650,640) | (234%) |
| (Loss)Income before income tax | (6,831,749) | (7,477,002) | (645,253) | (9%) |
| Income tax expense(benefit) | (54,450) | 335,658 | 390,108 |
716% |
| Net(loss)income | (6,777,299) | (7,812,660) | (1,035,361) | (15%) |
| Total other comprehensive income, net of income tax | 200,662 | 73,930 |
(126,732) |
(63%) |
| Total comprehensive income for theyear | (6,576,637) | (7,738,730) | (1,162,093) | (18%) |
| Netprofit attributable to owners of theparent | (6,777,299) | (7,812,660) | (1,035,361) | (15%) |
| Comprehensive income attributable to shareholder of the parent |
(6,576,637) | (7,738,730) |
(1,162,093) |
(18%) |
| 1. The main reasons for the discrepancy of more than 20%: (1)Decrease in gross profit: Primarily attributable to an increase in gross loss from operations at the Tongluo Fab in 2025. (2)Increase in net other operating income and expenses: Primarily due to the recognition of net income from technology transfer in 2025. (3)Decrease in non-operating income and expenses: Primarily attributable to net foreign exchange losses arising from the depreciation of the US dollar in 2025. (4)Increase in income tax expense: Primarily due to the recognition of income tax expenses associated with gains from the India project in 2025. |
74
| Year Item |
2024 |
2025 | Variation | Variation |
|---|---|---|---|---|
| Amount | Percentage | |||
| (5)Decrease in other comprehensive income (loss) for the year: Primarily attributable to a reduction in other comprehensive income following actuarial adjustments to defined benefit plans in 2025. 2. Possible impact on future financial or business: No significant impact. 3. Future contingency plan: Not Applicable. |
- (2)Expected sales volume and its basis, the possible impact on the Company’s future financial business and the corresponding plan
The sales volume is reasonably compiled based on the Company’s annual sales target, market demand and development trends, customer operation profile and the Company’s current order status and other factors, as well as taking account of the Company’s production capacity scale. It is estimated that the Company’s performance will lead to stable growth trends, which can bring positive benefits to its financial and business conditions.
3.Analysis of Cash Flow
- (1)Cash Flow Analysis for the Current Year
| Cash Flow Analysis for the Current Year | Cash Flow Analysis for the Current Year | Cash Flow Analysis for the Current Year | Cash Flow Analysis for the Current Year |
|---|---|---|---|
| Unit: NT$Thousand; % | |||
| Year Item |
2024 |
2025 | Increase or decrease ratio |
| OperatingActivities | 6,494,629 | 7,823,459 | 20% |
| InvestingActivities | (35,298,184) | 3,553,596 | 110% |
| FinancingActivities | 6,578,994 | (5,516,912) | (184%) |
| Analysis of cash flow changes in 2025: (1) Increase in net cash inflow from operating activities: Primarily attributable to the gradual recovery of market conditions in 2025, resulting in a reduction in inventories and an increase in sales volume. (2) Increase in net cash inflow from investing activities: Primarily due to a decrease in capital expenditures for equipment purchases and capacity expansion at the Tongluo Fab in 2025 as compared to 2024, leading to lower payments for property, plant, and equipment, as well as an increase in cash resulting from the conversion of 3+ month time deposits into cash. (3) Increase in net cash outflow from financing activities: Primarily due to a reduction in the amount of long-term bank loans borrowed in 2025. |
-
(1) Increase in net cash inflow from operating activities: Primarily attributable to the gradual recovery of market conditions in 2025, resulting in a reduction in inventories and an increase in sales volume.
-
(2) Increase in net cash inflow from investing activities: Primarily due to a decrease in capital expenditures for equipment purchases and capacity expansion at the Tongluo Fab in 2025 as compared to 2024, leading to lower payments for property, plant, and equipment, as well as an increase in cash resulting from the conversion of 3+ month time deposits into cash.
-
(3) Increase in net cash outflow from financing activities: Primarily due to a reduction in the amount of long-term bank loans borrowed in 2025.
-
(2)Improvement plan for inadequate liquidity: None.
-
(3)Cash Flow Analysis for the Coming Year (2026)
| Cash Flow Analysis for the Coming Year (2026) | Cash Flow Analysis for the Coming Year (2026) | Cash Flow Analysis for the Coming Year (2026) | Cash Flow Analysis for the Coming Year (2026) | ||
|---|---|---|---|---|---|
| Unit: NT$Thousand | |||||
| Estimated Cash and Cash Equivalents, Beginning of Year |
Estimated Net Cash Flow from Operating Activities |
Estimated Cash Outflow (Inflow) |
Cash Surplus (Deficit) |
Leverage of Cash Surplus(Deficit) |
|
| Investment Plans |
Financing Plans |
||||
| 24,201,866 | 8,181,857 | 9,999,585 | 42,383,308 | None | None |
| 1.Cash liquidity analysis for the next year (2026): (1)Net cash inflow from operating activities: Expected to arise from anticipated increases in market demand and product prices, coupled with normal production plans, as well as operating support income generated during the phased handover period of the Tongluo Fab. (2)Net cash inflow from investing activities: Primarily attributable to proceeds from the disposal of the Tongluo Fab buildings and related plant facilities and equipment. (3)Net cash outflow from financing activities: Primarily attributable to loan repayments related to the Tongluo Fab and net cash outflow arising from cash capital increase. 2.Remedial measures forprojected cash shortfalls and liquidityanalysis: None. |
- 4.Major Capital Expenditure Items
| .Major Capital Expenditure Items | ||
|---|---|---|
| Unit: NT$thousand | ||
| Project | Actual or Planned Source of Capital |
Actual or Planned Date of Completion |
| 2026 | ||
| Purchase and replacement of 8-inch Fab equipment | Self-owned funds or bank loans | 178,480 |
| capacity adjustment and R&D projects for 12-inch Fab |
Self-owned funds or bank loans | 8,575,368 |
75
Impact on financial or business operations:
The Company’s major capital expenditures are mainly for the capacity adjustments and R&D projects of 8-inch and 12-inch F, as well as R&D projects, which are funded by the Company’s own funds or bank financing, and have no significant impact on its financial operations.
- 5.Reinvestment policy in the most recent year, the primary reasons for profit or loss from such, and next year’s improvement and investment plan
(1)Reinvestment policy
The Company’s current main operating activities focus on the semiconductor wafer foundry business, and therefore the reinvestment policy is relatively conservative. If any investment is made, it will primarily focus on the relevant investment targets of the foundry business, and will not engage in reinvestment in other industries. The Company’s reinvestment activities are all carried out by the relevant executive departments in compliance with the “Investment Cycle” and “Procedures for Asset Acquisition or Disposal” rules from the internal control system. The above rules, guidelines, and procedures have all been discussed and approved by the Board of Directors or Shareholders Meeting.
- (2)Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year
| e Coming Year | |||
|---|---|---|---|
| Unit: NT$Thousand | |||
| Item Name of reinvested |
Income (Loss)Amount |
Main reason for profit or loss | Improvement plan |
| 2025 | |||
| PSMC Japan Corp. | 3,845 | The volume of design and development business undertaken is enough to support operatingexpenses. |
- |
| Maxram Inc. | 2,694 | The volume of design and development business undertaken is enough to support operatingexpenses. |
- |
- (3)Investment plan for the next year
Looking forward to the future, the Company’s reinvestment policy will be in line with the growth of the Company’s foundry business, and the focus of reinvestment will be to effectively obtain the investment layout of various advanced technologies required for the Company’s growth. The Company’s long-term reinvestment policy is based on the principle of being conservative and prudent, and makes investment deployments related to the industry in line with the Company’s long-term development strategy. The Company will continue to supervise and manage the existing reinvestment companies to achieve the expected reinvestment goals and strengthen overall investment performance.
6.Risks that need be analyzed and assessed
- (1)The impact of interest rate, exchange rate changes and inflation on the Company’s profit and loss and future countermeasures
1)Interest rate changes
| e impact of interest rate, exchange rate changes and inflation on the Company’s profit and loss and future untermeasures Interest rate changes |
e impact of interest rate, exchange rate changes and inflation on the Company’s profit and loss and future untermeasures Interest rate changes |
e impact of interest rate, exchange rate changes and inflation on the Company’s profit and loss and future untermeasures Interest rate changes |
|---|---|---|
| Unit: NT$Thousand; % | ||
| Year Item |
2024 |
2025 |
| Consolidated interest expense | 1,534,307 | 1,783,912 |
| Consolidated net operatingrevenue | 44,725,710 | 46,730,113 |
| Consolidated interest expense as apercentage of net operatingrevenue | 3.43 | 3.82 |
Source: Consolidated financial statements audited and certified by CPA.
The interest expense of the Company in 2024 and 2025 accounted for 3.43% and 3.82% of the net operating revenue, respectively. The percentage for each period was small, mainly due to the fact that it is the loan interest generated from bank loans for operating needs and capital expenditures. Even though the interest rate fluctuates, it will not cause a significant impact on the Company’s revenue and profit. The Company pays attention to and analyzes the impact of interest rate changes on the cash flow created by all interest-bearing liabilities of the Company, maintains a good relationship with banks, and appropriately assesses the interest rate risk that may be encountered by all interest-bearing liabilities in order to reduce the impact of interest rate changes on the Company’s profit and loss.
76
- 2)Exchange rate changes
| Exchange rate changes | Exchange rate changes | Exchange rate changes |
|---|---|---|
| Unit: NT$Thousand; % | ||
| Year Item |
2024 | 2025 |
| Consolidated net foreign currencyexchangegains and losses | 1,226,022 | (562,528) |
| Consolidated net operatingrevenue | 44,725,710 | 46,730,113 |
| Consolidated net foreign currency exchange gains and losses as a percentage of net operatingrevenue |
2.74 | (1.20) |
Source: Consolidated financial statements audited and certified by CPA.
The Company’s net foreign currency exchange gains and losses in 2024 and 2025 accounted for 2.74% and (1.20%) of the net operating revenue, respectively. Since the Company’s capital expenditures and manufacturing costs are mostly paid in foreign currencies such as US dollars and Japanese yen, and the income is mainly in US dollars, it implies that excessive exchange rate fluctuations may have an adverse impact on the Company. The Company will take natural hedging based on changes in exchange rate, actual positions and capital conditions, and use the permitted spot foreign exchange transactions and forward foreign exchange contracts to avoid exchange rate risks.
3)Inflation
The Company is not significantly affected by inflation. In addition, it pays attention to market price fluctuations at all times, and maintains a good interactive relationship with suppliers and customers to avoid the adverse impact of inflation on the Company’s profit and loss.
-
(2)Policies for engaging in high-risk, high-leverage investments, lending funds to others, endorsement and guarantees and derivatives trading, the main reasons for profit or loss, and future countermeasures
-
1)The Company has formulated the “Procedures for Lending Funds to Others”, the “Procedures for Endorsement and Guarantees” and the “Procedures for Asset Acquisition or Disposal”, serving as the basis for the Company to follow where applicable. As of the date of the issuance of the annual report, the Company has not engaged in high-risk, high-leverage investments, lending funds to others, endorsement and guarantee transactions.
-
2)The Company’s derivative financial product transactions are mainly based on the forward exchange rate hedging operations of the US dollar against the New Taiwan dollar and the Japanese yen. In order to avoid the risks of foreign currency assets and liabilities due to exchange rate fluctuations, transactions are performed for the purpose of hedging. The Company strictly follows the “Procedures for Asset Acquisition or Disposal” as the basis for the execution of derivative financial product transactions; therefore, there is no major risk to the Company.
(3)Future Research & Development Projects and Corresponding Budget
Unit: NT$ Million
| Unit: NT$Million | |||
|---|---|---|---|
| Item | Research Projects | Expected Completion Schedule |
Expected Research Expenditure |
| 1 | 1x DRAM Developmentplatform | 2026 |
4,742 |
| 2 | 28nmLogic Development Platform | ||
| 3 | 55nm Power Management Platform | ||
| 4 | 55nm Integrated MemoryProject | ||
| 5 | Monocrystalline 3D CAAC-IGZO High-Resolution MicrodisplayTechnologyDevelopment Platform |
||
| 6 | Micro LED Process Development Platform | ||
| 7 | 55nm 3DSensor Developmentplatform | ||
| 8 | 24nm NAND Flash Developmentplatform | ||
| 9 | PowerCap.SiliconCapacitor Developmentplatform | ||
| 10 | GaN-on-Si Power Device Developmentplatform | ||
| 11 | Discrete(IGBT/DG/MOSFET)Project |
- (4)The Impact and Corresponding Measures of Major Domestic and International Policy and Legal Changes on Finance and Business
The Company’s operations are all handled in accordance with relevant domestic and foreign laws and regulations, and attention is always paid to development trends in domestic and foreign policy as well as regulatory changes. The Company also collects relevant information to provide management with references for decision-making, and consults relevant professionals to fully grasp and respond to changes in the market environment and to adjust the relevant operating strategies of the Company in due course. As of the date of publication of the annual report, the Company has not been affected by major domestic and foreign policy and legal changes that have affected the Company’s finance and sales.
- (5)The Impact on the Company’s Financial Results and Corresponding Contingency Plans in Response to Changes in Technology and Industry
The Company is in the semiconductor industry, where product and technology generations alternate rapidly. Related
77
manufacturers continue to introduce advanced process technologies and increase production capacity. As a result, supply and demand are often imbalanced, and prices fluctuate abnormally, which leads to violent fluctuations in the Company’s operations. In view of this, in addition to continuing to focus on market changes and related technological development trends, the Company grasps market opportunities and committed to developing new products and new sources of customers so as to enhance the Company’s long-term competitiveness.
In recent years, there have been frequent information security incidents such as cyber attacks and ransomware. For this reason, the Company attaches great importance to information security risk control and protection, builds a multi-level as well as in-depth information security management and control protection network, and implements strict control measures. As of the date of this annual report, there have been no incidents affecting its finance and sales due to technological or industrial changes.
-
(6)The Impact of Changes in Corporate Image on Corporate Risk Management, and Response Measures Since its establishment, the Company has been committed to maintaining its corporate image and abiding by laws and regulations. As of the date of publication of the annual report, there has been no business crisis caused by the change in corporate image.
-
(7)Expected benefits, Possible Risks and Response Measure for Merger and Acquisition Plans The Company has no plans for mergers and acquisitions in the most recent year and as of the date of publication of the annual report. However, if there is a merger plan in the future, it will be handled in accordance with the Company’s “Procedures for Asset Acquisition or Disposal”, with an attitude to cautious assessment, considering whether the merger will bring specific synergies to the Company, so as to safeguard the Company’s interests as well as shareholder rights and interests.
-
(8)Risk of Excess Capacity from Fluctuating Economic Conditions The Company has signed the Agreements with Micron Technology, Inc., on behalf of itself and its worldwide subsidiaries and affiliates (“Micron”), to sell its fabrication site and facilities (excluding manufacturing-related equipment) in Tongluo to Micron. This transaction is expected to improve the Company’s financial structure. Concurrently, the newly installed production equipment at Tongluo Fab will be relocated to Fab P1/2 and Fab P3 to replace aging equipment through an upgrade program. The Company will also adjust our production line portfolio by phasing out low-margin product lines and transforming into a specialty wafer foundry focused on AI-driven applications. Going forward, the Company will concentrate on advancing high value-added technologies, including 3D AI DRAM, wafer-on-wafer (WoW), silicon interposers, power management ICs (PMICs), gallium nitride (GaN), IGZO, and other product platforms targeting AI servers and AI edge computing applications. Through this transaction, the Company will also gain access to next-generation DRAM foundry process technology and enter the back-end wafer manufacturing supply chain for high bandwidth memory (HBM).
-
(9)Risk of Excessive Sales Concentration and Excessive Customer Concentration
-
1)Risks Relating to and Response to Excessive Concentration of Purchasing Sources
During the 2024-2025, apart from exclusive suppliers, the company considered factors such as price, delivery time, and risk to allocate quantities, and did not make any concentrated purchases. The Company and the suppliers maintain a good and stable cooperative relationship. In addition to fully mastering supply sources of raw materials, the quality of products is also strictly controlled so as to ensure the smooth supply of main raw materials.
The Company’s main sources of purchases are as disclosed in the relevant chapters of this report, which involve different industrial characteristics and staged operating background as considerations. In view of the growth trend of the Company and industry, the Company will further appropriately diversify and disperse the sources of purchases in order to maintain a more balanced and stable operation result, which is the goal of the Company’s continuous efforts.
- 2)Risks Relating to and Response to Excessive Concentration of Excessive Customer
The Company’s revenue from a single customer or group customers did not exceed 30% for the years 2024-2025. The Company did not have sales concentration. With the expansion of the scale of operations, the continuous development of new products and new customers will also help to reduce the risk of sales concentration.
-
(10)Effects of, Risks Relating to and Response to Large Scale Transfers of Shares or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None.
-
(11)Effects of, Risks Relating to and Response to the Changes in Management Rights: None.
-
(12)Litigation or non-litigation events: None.
-
(13)Other important risks and countermeasures: None.
-
7.Other Important Matters: None.
78
VI. Special Disclosure
-
1.Information regarding the Company’s Affiliated Enterprises
-
(1)Chart showing the Company’s Affiliated Enterprises As of 2025.12.31
==> picture [417 x 210] intentionally omitted <==
----- Start of picture text -----
PSMC
100% 100%
PSMC Japan
Maxram Inc.
Corp.
----- End of picture text -----
- (2)Profiles of the Company’s Affiliated Enterprises
| As of 2025.12.31 | As of 2025.12.31 | As of 2025.12.31 | ||
|---|---|---|---|---|
| Name | Date of Establishment | Address |
Paid-in Capital | Major Operations |
| PSMC Japan Corp. | March 31, 2010 | 6-21-3, Shinbashi, Minato-ku, Minato-ku, Tokyo |
JPY50,000,000 |
Electronics industry |
| Maxram Inc. | January 4, 2019 | 6-21-3, Shinbashi, Minato-ku, Minato-ku, Tokyo |
JPY79,990,000 |
Electronics industry |
-
(3)Those who are presumed to have a controlling and subordinate relationships in accordance with Article 369-3 of the Company Act: None.
-
(4)Industries Covered by the Business Operated by Affiliated Enterprises Overall: Please refers to Item (2).
-
(5)Information on the Directors and Presidents of Each Affiliated Enterprises
| (6)B | As of 2025.12.31 | As of 2025.12.31 | As of 2025.12.31 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Enterprise | Title | Name or Representative | Status of shareholding | ||||||||||
| Number of Shares |
Percentage | ||||||||||||
| PSMC Japan Corp. | Chairman Director Director Supervisor |
Chi-Hung Huang Martin Chu Shan-Guang Lin JerryShao |
0 0 0 0 |
0% 0% 0% 0% |
|||||||||
| Maxram Inc. | Chairman Director Director Director Supervisor |
Shan-Guang Lin Chi-Hung Huang Ming-Xun Tsai Yasuji Koshikawa Po-Lin Chen |
0 0 0 0 0 |
0% 0% 0% 0% 0% |
|||||||||
| usiness Operations of Each Affiliated Enterprises | As of 2025.12.31,Unit: NTD | ||||||||||||
| Name of Enterprise | Capital (Thousand) |
Total assets (Thousand) |
Total liabilities (Thousand) |
Net worth (Thousand) |
Operating revenue (Thousand) |
Operating profit (loss) (Thousand) |
Profit or loss after tax for the year (Thousand) |
Earnings per share (loss) (NTD) |
|||||
| PSMC Japan Corp. | 37,848 | 14,732 |
4,763 |
9,969 |
99,234 |
(4,208) |
3,846 |
7.69 |
|||||
| Maxram Inc. | 22,415 | 9,469 |
508 |
8,961 |
10,431 |
(18,498) |
2,694 |
3.37 |
(6)Business Operations of Each Affiliated Enterprises
- (7)Consolidated financial statements of affiliated Enterprises: Please refer to the Company’s Consolidated Financial Report of 2025.
79
-
(8)The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2025 are all the same as the companies required to be included in the consolidated financial statements of the parent company and its subsidiary companies under International Financial Reporting Standard 10 “Consolidated Financial Statements.” Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of the parent company and its subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.
-
(9)Reports on Affiliations: Not Applicable.
-
2.Private placement of securities in the most recent year and up to the date of publication of the annual report: None.
-
3.Other matters that require additional description: None.
-
4.Any matter in the most recent year and up to the date of publication of the annual report which has a significant impact on shareholders’ equity or securities prices as stipulated in subparagraph 2 of paragraph 3 of Article 36 of the Securities and Exchange Act: None.
80
Powerchip Semiconductor Manufacturing Corp.
==> picture [81 x 80] intentionally omitted <==
Chairman Frank Huang
President Martin Chu
==> picture [48 x 49] intentionally omitted <==
==> picture [56 x 55] intentionally omitted <==