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RECTRON Annual Report 2024

Jun 2, 2025

51998_rns_2025-06-02_0dfb279b-82d4-419e-af2a-d27b6fe1adcf.pdf

Annual Report

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Stock Code: 2302

==> picture [63 x 61] intentionally omitted <==

RECTRON LTD.

2024 ANNUAL REPORT

Printing Date: April 29, 2025 Website: http://mops.twse.com.tw/

1. Company Spokesperson and Acting Spokesperson:

Spokesperson:

Name: Lin Jui Ping

Title: Deputy General Manager of General Administration and General Manager of the Electronic Business Department

Phone: (02) 2880-1122 Email: [email protected] Acting Spokesperson: Name: Wang Tsuo Tzu Title: Deputy Manager of the Accounting Department Phone: (02) 2880-1122

Email: [email protected]

2. Address and Phone Numbers of Head Office and Factory:

Head Office:

Address: No. 192-2, Section 4, Chengde Road, Shilin District, Taipei City 11167 Phone: (02) 2880-1122

Factory:

Address: No. 71, Zhongshan Road, Tucheng District, New Taipei City 23680 Phone: (02) 2268-1314

3. Share Transfer Agency:

Name: IBF Securities Co., Ltd., Stock Transfer Agency Department

Address: 15F, No. 188, Section 5, Nanjing East Road, Songshan District, Taipei City 105411 Website: www.wls.com.tw

Phone: (02) 2528-8988

4. Certified Public Accountants and Audit Firm for the Recent Annual Financial Report:

Accountant Names: Shih-Chin Chih, Huang, Hsin-Ting Firm Name: An-Hou Jianye Certified Public Accountants Address: 68F, No. 7, Section 5, Xinyi Road, Taipei City 11049 Website: www.kpmg.com.tw Phone: (02) 8101-6666

5. Name of Overseas Stock Exchange for Trading and Method of Obtaining Information on Overseas Securities: N/A

6. Company Website: www.rectron.com.tw

Table of Contents

1. Report to Shareholders ............................................................................................................................... 1 2. Corporate Governance Report 1. Information of Directors, Supervisors, the General Manager, Deputy General Managers, Assistant Managers, and Heads of Departments .................................................................................. 6 2. Corporate Governance Practices ......................................................................................................... 25 3. Information on Auditor's Remuneration ............................................................................................. 70 4. Information on Change of Auditors .................................................................................................... 71 5.The Chairman, General Manager, or individuals responsible for finance or accounting management of the company who have served in the affiliated firm of the signing auditor or its related entities in the past years. ............................................................................. 71 6.Changes in the transfer of share ownership and share pledge by directors, supervisors, managers, and shareholders with a stake exceeding 10% during the recent fiscal year and up to the date of printing the annual report .............................................................................................. 72 7. Information on related parties or relatives within the second degree of kinship among the top ten shareholders in terms of shareholding percentage ........................................................................ 73 8. The shares held by the Company, its Directors, Supervisors, managers, and enterprises directly or indirectly controlled by the Company in the same reinvested enterprise, and the comprehensive shareholding ratio calculated on a consolidated basis. .............................................. 74 3. Funding Status 1. Share Capital and Shares .................................................................................................................... 75 2. Bond Issuance by the Company. ......................................................................................................... 79 3. Preferred Shares Issuance by the Company. ....................................................................................... 79 4. American Depositary Receipts (ADRs) Issuance by the Company. ................................................... 79 5. Employee Stock Options Issuance by the Company .......................................................................... 79 6. Accumulated information until the printing date of the annual report regarding managers who obtained employee stock options and the top ten employees in terms of the number of stock options exercisable, including their names, acquisition details, and exercise status ................. 79 7. Restricted Employee Stock Issuance by the Company. ...................................................................... 79 8. Accumulated information until the printing date of the annual report regarding managers who obtained restricted employee stocks and the top ten employees in terms of the number of shares acquired, including their names and acquisition status. ...................................................... 79 9. Issuance of New Shares in Merger or Acquisition of Other Companies. ........................................... 79 10.Execution Status of Fund Utilization Plan. ........................................................................................ 79 4. Operation Overview 1. Business Contents ............................................................................................................................... 80 2. Market and production/sales overview. .............................................................................................. 86

  1. Number of employees in the company. ............................................................................................... 90 4. Environmental expenditure information ............................................................................................. 91 5. Labor-Management Relations ............................................................................................................. 91 6. Information on information technology and cybersecurity management. .......................................... 92 7. Key contracts and agreements. ........................................................................................................... 94 5. Review Analysis and Risk Assessment of Financial Status and Financial Performance 1. Financial Status ................................................................................................................................... 95 2. Financial Performance ........................................................................................................................ 96 3. Cash Flow ........................................................................................................................................... 97 4. The impact of significant capital expenditures in the most recent fiscal year on financial operations. ........................................................................................................................................... 98 5. The recent year's investment policy and the main reasons for profitability or loss in investments, along with improvement plans and future one-year investment plans. ......................... 98 6. Analysis and assessment of risk factors. ............................................................................................. 98 7. Other important matters. ................................................................................................................... 101 6. Special Notes 1. Related information on affiliated enterprises .................................................................................... 102 2. Private placement of tradable securities in the recent fiscal year and up to the date of printing of the annual report ........................................................................................................................... 102 3. Holdings or disposals of the company's shares by subsidiary companies in the recent fiscal year and up to the date of printing of the annual report .................................................................... 102 4. Other necessary supplementary explanations. .................................................................................. 102 7. Major events in the most recent year up until the publication date of the annual report with significant impact on shareholders’ equity or stock price. .................................................................. 102 Appendix I: Consolidated Financial Statements ...................................................................................... 102 Appendix II: Individual Financial Statements .......................................................................................... 102

1. Report to Shareholders

Dear Shareholders,

First and foremost, we extend our sincere gratitude to all our shareholders for their long-standing support and encouragement of the Rectron Group.

Looking back at Fiscal Year 2024, since 2022, companies around the globe, anticipating supply chain disruptions caused by the pandemic, began increasing their inventory levels. However, due to global political and economic instability in 2023, overall consumer markets weakened, resulting in suppressed demand and a slower pace of inventory clearance. It wasn't until 2024 that inventory digestion largely came to an end and market demand gradually recovered. As a result, the company's consolidated revenue for the year reached NT$757,457 thousand, an increase of NT$40,912 thousand or approximately 6% compared to NT$716,545 thousand in 2023. Net income after tax for the year was NT$125,531 thousand, a rise of NT$38,662 thousand or around 45% from the NT$86,869 thousand posted in 2023. Basic earnings per share after tax were NT$0.75, up 44% from NT$0.52 in 2023.

In recent years, the ongoing escalation of the U.S.-China trade war and intensifying tariff barriers have significantly altered global industrial layouts. In response, the company continues to actively expand its presence in automotive electronics, industrial control, and consumer electronics. We are promoting our self-owned brand to increase market share and strengthen our competitive advantage. At the same time, we are committed to enhancing the quality of our customer service and creating more opportunities for growth.

Looking ahead, the Rectron Group will continue to enhance its competitiveness, strengthen product value, and optimize synergies, striving to achieve the greatest possible overall operational performance and move toward sustainable growth.

We deeply appreciate the long-standing support and encouragement from our shareholders, and thank you sincerely for taking the time out of your busy schedules to attend this meeting. In recent years, the company has continued to grow steadily, always aiming to maximize shareholder value. In the face of diverse and serious future challenges, we will remain proactive and positive, continuously pursuing progress and innovation, deepening our brand value, and striving to enhance operational performance to ensure the long-term best interests of our shareholders.

Chairman LIN I-CHIN

1

1. Operating Results for the Year 2024

(1) Achievement of Operating Plan:

Unit: NTD in thousands;%
Item
Year 2024
Year 2023
Amount of Increase
(Decrease)
Amount
Amount
Difference
Amount
Percentage of
Increase
(Decrease)%
Operating Revenue
757,457
716,545
40,912
6%
Operating Cost
481,413
459,141
22,272
5%
Operating Gross Profit
276,044
257,404
18,640
7%
Operating Expenses
199,273
186,106
13,167
7%
Operating Profit (Loss)
76,771
71,298
5,473
8%
Non-Operating
Revenue(Expenses)
78,834
35,157
43,677
124%
Consolidated
Pre-tax
Net Income(Loss)
155,605
106,455
49,150
46%
Income Tax Expense
30,074
19,586
10,488
54%
Consolidated Total Net
Income(Loss)
125,531
86,869
38,662
45%
Unit: NTD in thousands;%
Item
Year 2024
Year 2023
Amount of Increase
(Decrease)
Amount
Amount
Difference
Amount
Percentage of
Increase
(Decrease)%
Operating Revenue
757,457
716,545
40,912
6%
Operating Cost
481,413
459,141
22,272
5%
Operating Gross Profit
276,044
257,404
18,640
7%
Operating Expenses
199,273
186,106
13,167
7%
Operating Profit (Loss)
76,771
71,298
5,473
8%
Non-Operating
Revenue(Expenses)
78,834
35,157
43,677
124%
Consolidated
Pre-tax
Net Income(Loss)
155,605
106,455
49,150
46%
Income Tax Expense
30,074
19,586
10,488
54%
Consolidated Total Net
Income(Loss)
125,531
86,869
38,662
45%
Unit: NTD in thousands;%
Item
Year 2024
Year 2023
Amount of Increase
(Decrease)
Amount
Amount
Difference
Amount
Percentage of
Increase
(Decrease)%
Operating Revenue
757,457
716,545
40,912
6%
Operating Cost
481,413
459,141
22,272
5%
Operating Gross Profit
276,044
257,404
18,640
7%
Operating Expenses
199,273
186,106
13,167
7%
Operating Profit (Loss)
76,771
71,298
5,473
8%
Non-Operating
Revenue(Expenses)
78,834
35,157
43,677
124%
Consolidated
Pre-tax
Net Income(Loss)
155,605
106,455
49,150
46%
Income Tax Expense
30,074
19,586
10,488
54%
Consolidated Total Net
Income(Loss)
125,531
86,869
38,662
45%
Unit: NTD in thousands;%
Item
Year 2024
Year 2023
Amount of Increase
(Decrease)
Amount
Amount
Difference
Amount
Percentage of
Increase
(Decrease)%
Operating Revenue
757,457
716,545
40,912
6%
Operating Cost
481,413
459,141
22,272
5%
Operating Gross Profit
276,044
257,404
18,640
7%
Operating Expenses
199,273
186,106
13,167
7%
Operating Profit (Loss)
76,771
71,298
5,473
8%
Non-Operating
Revenue(Expenses)
78,834
35,157
43,677
124%
Consolidated
Pre-tax
Net Income(Loss)
155,605
106,455
49,150
46%
Income Tax Expense
30,074
19,586
10,488
54%
Consolidated Total Net
Income(Loss)
125,531
86,869
38,662
45%
Unit: NTD in thousands;%
Item
Year 2024
Year 2023
Amount of Increase
(Decrease)
Amount
Amount
Difference
Amount
Percentage of
Increase
(Decrease)%
Operating Revenue
757,457
716,545
40,912
6%
Operating Cost
481,413
459,141
22,272
5%
Operating Gross Profit
276,044
257,404
18,640
7%
Operating Expenses
199,273
186,106
13,167
7%
Operating Profit (Loss)
76,771
71,298
5,473
8%
Non-Operating
Revenue(Expenses)
78,834
35,157
43,677
124%
Consolidated
Pre-tax
Net Income(Loss)
155,605
106,455
49,150
46%
Income Tax Expense
30,074
19,586
10,488
54%
Consolidated Total Net
Income(Loss)
125,531
86,869
38,662
45%
Item Year 2024 Year 2023 Amount of Increase
(Decrease)
Amount Amount Difference
Amount
Percentage of
Increase
(Decrease)%
Operating Revenue 757,457
716,545

40,912

6%
Operating Cost 481,413
459,141

22,272

5%
Operating Gross Profit 276,044
257,404

18,640

7%
Operating Expenses 199,273
186,106

13,167

7%
Operating Profit (Loss)
76,771

71,298

5,473

8%
Non-Operating
Revenue(Expenses)
78,834
35,157

43,677

124%
Consolidated
Pre-tax
Net Income(Loss)

155,605

106,455

49,150

46%
Income Tax Expense 30,074
19,586

10,488

54%
Consolidated Total Net
Income(Loss)

125,531

86,869

38,662

45%

In 2024, the Company benefited from the completion of prior inventory clearance and a gradual recovery in market demand. As a result, consolidated revenue reached NT$757,457 thousand, an increase from NT$716,545 thousand in 2023. Additionally, through the successful development of high-margin customers in the U.S. and Indian markets, gross profit for the year rose to NT$276,044 thousand, up from NT$257,404 thousand in 2023.

However, due to intensified market competition, the Company continued to invest in brand marketing and market expansion. Consequently, operating expenses increased from NT$186,106 thousand in 2023 to NT$199,273 thousand in 2024. Taking all factors into account, net profit after tax for the year reached NT$125,531 thousand, an increase of NT$38,662 thousand compared to NT$86,869 thousand in 2023, demonstrating solid and sustained growth momentum.

(2) Regarding the budget execution:

In accordance with the guidelines for handling public financial forecasts of publicly traded companies, the company did not have a public financial forecast for the year 2024.

2

  • (3) Financial income and profitability analysis

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|---|
|Unit: %|

----- End of picture text -----

Unit: %
Analysis Item Year 2024 Year 2023
Financial
Structure(%)
Debt to Assets Ratio(%) 30.68
23.93
Ratio of Long-Term Capital to Real Estate,
Plant,and Equipment(%)

300.50

403.05
Debt-Paying
Capacity (%)
Current ratio(%) 133.25
171.76
Quick Ratio(%) 115.18
142.44
Profitability
(%)
Return on assets(%) 5.05
3.89
Return on Shareholder Equity (%) 6.96
4.79
Net Profit Margin(%) 16.57
12.12
Earnings PerShare(NT$) 0.75
0.52
  • (4) Research and Development Status

In 2024 and 2023, the Company’s consolidated R&D expenses amounted to NT$6,675 thousand and NT$12,463 thousand, respectively, representing 1% and 2% of revenue for each year. These expenditures were primarily directed toward the

implementation of automated packaging processes, the replacement of aging equipment, and technological innovation.

Looking ahead, the Company will remain committed to optimizing manufacturing processes, developing new products, and enhancing automation levels. These efforts aim to expand production flexibility and strengthen overall competitiveness.

2. Overview of 2025 Business Plan

  1. Business Policy

  2. (1)Strengthen the marketing system and expand market presence by proactively building and enhancing specialized marketing teams both domestically and internationally. Deepen collaborations with strategic partners to broaden distribution channels and application markets, thereby further boosting the company's overall revenue performance.

  3. (2)Promote process automation and enhance production stability by continuously introducing and upgrading automated manufacturing equipment. This approach reduces risks associated with labor shortages, meets diverse customer demands, and ensures the stable delivery of high-quality products.

  4. (3)Strengthen the integration of IT and industrialization to leverage the benefits of big data. Accelerate the convergence of information technology and industrial processes by establishing a comprehensive production and sales database. Utilize big data for integrated analysis to enhance decision-making efficiency and further strengthen the company's overall competitiveness.

  5. (4)Expanding the automotive product line to capture growth opportunities. We continue to invest in the development of automotive-grade small-signal components, with a strong focus on the automotive electronics market. By building a comprehensive product portfolio, we aim to meet diverse market demands and strengthen our position in this rapidly growing sector.

2. Expected Sales Volume and Basis

The company forecasts that sales volume for the 2025 fiscal year will remain on par with 2024. This is mainly due to the expectation that the newly elected U.S. President,

3

Donald Trump, will implement policies aimed at bringing manufacturing back to the U.S., which will likely involve a series of tariff measures. As a result, the globalization of supply chains may gradually decline, potentially leading to increased inflationary pressures and slower economic growth, which could further impact market demand. In response to the uncertainties in the external environment, the company will continue to adhere to a prudent and stable operational approach, effectively managing business risks to maintain operational stability.

  1. Important Sales and Marketing Policies

The production and sales policy of our company is a combination of planned and order-based production strategies. Based on changes in industry conditions, market supply and demand, internal production capacity, and inventory levels, we continuously develop rolling production and sales plans. These plans are dynamically adjusted with inventory control measures to maintain optimal inventory levels and enhance operational efficiency.

3. Company's Future Development Strategies

  1. Customer-Centric Approach: Creating Value in Partnership with Market Leaders. Adhering to a customer-oriented business philosophy, we actively collaborate with leading market brands to jointly develop innovative products. This ongoing partnership helps us continuously enhance the company's value and market position.

  2. Deepening Customer Relationships and Expanding a Diverse Product and Service Portfolio. We focus on strengthening our existing customer base by extending a diversified product line that addresses their specific needs. Through offering one-stop solutions, we aim to enhance customer loyalty and deepen our collaborations.

  3. Strengthening Key Technologies to Build Competitive Manufacturing Advantages. We are actively investing in the research, development, and mass production capabilities of key components, enhancing product technology content and supply flexibility. This further strengthens the company’s competitive advantage within the industry value chain.

4. Impact of External Competitive, Regulatory, and Macro-Economic Environment.

  1. External Competitive Environment

The diode industry is highly competitive, influenced by global economic conditions and rapid technological advancements, resulting in a fast-changing market environment. The company faces increasing competitive pressure from businesses worldwide. In response to this challenge, our company leverages years of experience in the high-end European and American markets, where we have established strong distribution channels and a professional customer base. We continue to enhance our market competitiveness through cost control, product differentiation design, and high-quality services, further boosting customer loyalty and the stability of our partnerships.

2. Regulatory Environment

Our company strictly adheres to relevant domestic and international laws and industry policies. We have established comprehensive mechanisms for financial management, shareholder services, auditing, and legal affairs to closely monitor regulatory trends and policy changes. Following internal control systems and operational procedures, we ensure that all business activities fully comply with legal requirements. Currently, there have been no significant regulatory changes that have materially affected the company's finances or

4

operations, and the overall business remains stable.

3. Impact of Overall Business Environment

The current macroeconomic environment is filled with uncertainty, with rising geopolitical risks and the continuation of trade barriers between China and the U.S., putting pressure on the global supply chain to undergo reconfiguration. In response to these changes, our company will continue to focus on high-value-added product markets, strengthen overall service and technical support for core customers, and enhance manufacturing efficiency and cost control capabilities. This approach will help maintain our competitive advantage and ensure stable adaptation to external environmental changes.

In recent years, our company has continued to grow steadily on a solid foundation. Our commitment remains centered on creating greater profits for shareholders. Despite the diverse challenges that lie ahead, we maintain a positive and proactive attitude, constantly seeking progress and innovation. By deepening our brand value, we aim to achieve optimal business performance and maximize shareholder returns.

5

2. Corporate Governance Report

1. Information of Directors, Supervisors, the General Manager, Deputy General Managers, Assistant Managers, and Heads of Departments 1. Information of Directors and Supervisors

March 31, 2025 March 31, 2025 March 31, 2025
J
o
b
t
i
t
l
e
Nationa
lity or
Place of
Registra
tion
Name Gender/
Age
Appointme
nt
Date
T
e
r
m
o
f
O
f
f
i
c
e
Initial
Date of
Election
Time of Elec
Shares Held
tion Currently
Shares Held
Spouse
Minor C
Current
Held
and
hildren
Shares
Under O
Names
Shares
thers'
Held
Key
Experie
nces
(Educati
on) and
Backgro
und
Current Positions
the Company and
Held in
Other Companies
Other Executives, Directors, or
Supervisors with
Spousal or Second-Degree Relative
Relationships
Number of
Shares
Shareho
lding
Ratio %
Number of
Shares
Share
holdi
ng
Ratio
%
Numb
er of
Share
s
Share
holdi
ng
Ratio
%
Numb
er of
Share
s
Share
holdi
ng
Ratio
%
Company
Positions
Positions in Other
Companies
Job Title Name Relation
ship
C
h
a
i
r
m
a
n
Republi
c of
China.
Juiye
Enterpri
se
Co.,
Ltd.
2022.06.23 3 1996.10.16 42,788,288 25.73 42,788,288 25.73 Not
applic
able
Not
applic
able
Not
applic
able
Not
appli
cabl
e
Not
applicab
le
Not applicable Not applicable Not
applicable
Not
applicab
le
Not
applicabl
e
Republi
c of
China.
Lin,
I-Chin
Female
31~ 40
years
old.
2022.06.23 3 2016.06.28 0 0 0 0 0 0 0 0 Master's
Degree
Chairman and
General
Manager
(Note2)
None Director Lin,
Weng-T
eng
Father
and
daughter
D
i
r
e
c
t
o
r
Republi
c of
China..
Juiye
Enterpri
se
Co.,
Ltd.
2022.06.23 3 1996.10.16 42,788,288 25.73 42,788,288 25.73 Not
applic
able
Not a
pplica
ble
Not
applic
able
Not
appli
cabl
e
Not
applicab
le
Not applicable Not applicable Not
applicable
Not
applicab
le
Not
applicabl
e
Republi
c of
China.
Represe
ntative:
Lin,
Weng-T
eng
Male
61~ 70
years
old.
2022.06.23 3 1996.10.16 0 0 0 0 0 0 0 0 College
degree
Director None Director Lin,
I-Chin
Father
and
daughter
Republi
c of
China.
Represe
ntative:
Pan,
Hsin-Je
n
Male
31~ 40
years
old.
2022.06.23 2 2020.09.14 0 0 0 0 0 0 0 0 Universi
ty
degree
Director General Manager
of RECTRON
ELECTRONIC
ENTERPRISES,
INC
None None None
Republi
c of
China.
Represe
ntative:
Lin,
Female
51~680
years
2022.06.23 3 2010.06.25 0 0 0 0 0 0 0 0 Universi
ty
degree
Deputy General
Manager and
General
Manager of the
None None None None

6

Jui-Ping old. Electronic
Business
Division
Republi
c of
China.
Represe
ntative:
Liu
Nien-Fu
Male
51~ 60
years
old.
2025.01.01 1 2025.01.01 0 0 0 0 0 0 0 0 Universi
ty
degree
General
Manager of the
Electronics
Business
Division
None None None None
I
n
d
e
p
e
n
d
e
n
t
D
i
r
e
c
t
o
r
Republi
c of
China.
Lin,
Ruey-To
u
Male
61~ 70
years
old.
2022.06.23 3 2016.06.28 0 0 0 0 0 0 0 0 Universi
ty
degree
None None None None None
Republi
c of
China.
Maa,
Kwo-Ju
h
Male
61~ 70
years
old.
2022.06.23 3 2021.08.30 0 0 0 0 0 0 0 0 Master's
Degree
None Wisdom Marine
Group
Independent
Director
Independent
Director
Pontens
Semiconductor
co.,Ltd.
Independent
Director
Independent
Director
Chih Yeh
Consultancy
Limited CEO.
None None None
Republic
of China
Lee,
Shiue-Che
n
Male
40~ 50
years old.
2022.06.23 3 2022.06.23 0
0

0

0

0

0

0

0
University
degree
None Deputy General
Manager of Fulai
Construction Co.,
Ltd.
None None None
Republic
of China
Chang,
Chia- Jung
Female
61~ 70
years old.
2023.0616 2 2023.06.16 0
0

0

0

0

0

0

0

College
degree
None TAIWAN
TSENG-CHOW
ENGINEERING
CO.,LTD.
Financial Manager
None None None

Note 1: Representatives of Juiye Enterprise Co., Ltd.: Lin, I-Chin, Lin, Weng-Teng, Pan, Hsin-Jen, Lin, Jui-Ping, Liu Nien-Fu. Note 2: The Chairman and the General Manager of the Company are the same person. The Company has increased the number of independent directors, and the majority of the board members do not concurrently serve as employees or managerial officers.

7

Table 1: Major shareholders of corporate shareholders

2.
Name of Corporate Shareholder Major Shareholders of Corporate
S
h
a
r
e
h
o
l
d
e
r
s
Juiye Enterprise Co., Ltd. LIN, WENG-TENG (75%), LIN, I-CHIN (25%)
Bigwig Perfect International Co., Ltd. LIN, CHIANG-YA (98.27%)
Conditions
Name
Professional Qualifications and
Experience

Independence status
Number of other
public corporations
in which the person
concurrently serves
as an independent
director.
Juiye Enterprise Co., Ltd.
Representative: LIN,
I-CHIN
Chairman and General Manager
of RECTRON LTD.

Holding the position of General Manager of the company while having the
status of a manager.
The remaining individuals have been verified against the independence
criteria listed in the "Regulations Governing the Appointment of Independent
Directors of Publicly Issued Companies and Related Compliance Matters"
issued by the Financial Supervisory Commission, and still meet the relevant
independence requirements.





None
Juiye Enterprise Co., Ltd.
Representative: LIN,
WENG-TENG
Chairman of RECTRON LTD. The remaining individuals have been verified against the independence
criteria listed in the "Regulations Governing the Appointment of Independent
Directors of Publicly Issued Companies and Related Compliance Matters"
issued by the Financial Supervisory Commission, and still meet the relevant
independence requirements.
None

8

Conditions
Name
Professional Qualifications and
Experience
Independence status Number of other
public corporations
in which the person
concurrently serves
as an independent
director.
Juiye Enterprise Co., Ltd.
Representative: PAN,
HSIN-JEN
General Manager of RECTRON
ELECTRONIC
ENTERPRISES, INC
The remaining individuals have been verified against the independence
criteria listed in the "Regulations Governing the Appointment of Independent
Directors of Publicly Issued Companies and Related Compliance Matters"
issued by the Financial Supervisory Commission, and still meet the relevant
independence requirements.
None
Juiye Enterprise Co., Ltd.
Representative: LIN,
JUI-PING
Audit Manager at KPMG
United Accounting Firm.
General Manager of the
Electronic Business Division
and Deputy General Manager of
the General Management
Department at RECTRON LTD.
The remaining individuals have been verified against the independence
criteria listed in the "Regulations Governing the Appointment of Independent
Directors of Publicly Issued Companies and Related Compliance Matters"
issued by the Financial Supervisory Commission, and still meet the relevant
independence requirements.
None
Juiye Enterprise Co., Ltd.
Representative: LIU,
NIEN-FU
General Manager of the
Electronics Business Division of
RECTRON

The remaining individuals have been verified against the independence
criteria listed in the "Regulations Governing the Appointment of Independent
Directors of Publicly Issued Companies and Related Compliance Matters"
issued by the Financial Supervisory Commission, and still meet the relevant
independence requirements.
None

9

Conditions
Name
Professional Qualifications and
Experience
Independence status Number of other
public corporations
in which the person
concurrently serves
as an independent
director.
LIN, RUEY-TOU Bachelor's Degree in Business
Administration from Tamkang
University.
Former Legislator, Taipei City
Councilor.
The company follows the provisions of the "Regulations Governing the
Appointment and Compliance Matters of Independent Directors of Public
Companies" in its establishment.
In addition to obtaining a declaration from the independent director, the
company has also reviewed the company's employee system, the director's
own holdings, holdings by spouse and relatives within the second degree of
kinship, the list of directors of affiliated companies, and examined the
shareholder registry and financial systems of the company and its affiliated
companies for the past two years to verify the absence of the aforementioned
situations.
The company has conducted searches on the Judicial Yuan's Legal
Information Retrieval System, Taiwan Bills Finance Corporation, etc., and
found no circumstances falling under Article 30 of the Company Act.
Based on the audit results, the company confirms that the independent
director meets the independence criteria.
None

10

Conditions
Name
Professional Qualifications and
Experience
Independence status Number of other
public corporations
in which the person
concurrently serves
as an independent
director.
MAA ,KWO-JUH Master's Degree in Accounting,
National Chengchi University.
Certified Public Accountant of
the Republic of China.
KPMG Chief Consultant
Chairman and CEO of KPMG
Taiwan. President of the
Professional Association of
Corporate Governance.
Adjunct Professor at the
Department of Law, National
Chengchi University.
Adjunct Professor at the
Department of Law, National
Taiwan University.
Wisdom Marine Group
Independent Director
Independent Director
Pontens Semiconductor co.,Ltd.
Independent Director
Independent Director
Chih Yeh Consultancy Limited
CEO.
The company follows the provisions of the "Regulations Governing the
Appointment and Compliance Matters of Independent Directors of Public
Companies" in its establishment.
In addition to obtaining a declaration from the independent director, the
company has also reviewed the company's employee system, the director's
own holdings, holdings by spouse and relatives within the second degree of
kinship, the list of directors of affiliated companies, and examined the
shareholder registry and financial systems of the company and its affiliated
companies for the past two years to verify the absence of the aforementioned
situations.
The company has conducted searches on the Judicial Yuan's Legal
Information Retrieval System, Taiwan Bills Finance Corporation, etc., and
found no circumstances falling under Article 30 of the Company Act.
Based on the audit results, the company confirms that the independent
director meets the independence criteria.
2 companies

11

Conditions
Name
Professional Qualifications and
Experience

Independence status
Number of other
public corporations
in which the person
concurrently serves
as an independent
director.
LEE, SHIUE-CHEN Audit Manager at KPMG
United Accounting Firm,
Finance.
Finance and Accounting
Manager at Hung Kuo Group.
Deputy General Manager of
Fulai Construction Co., Ltd.
The company follows the provisions of the "Regulations Governing the
Appointment and Compliance Matters of Independent Directors of Public
Companies" in its establishment.
In addition to obtaining a declaration from the independent director, the
company has also reviewed the company's employee system, the director's
own holdings, holdings by spouse and relatives within the second degree of
kinship, the list of directors of affiliated companies, and examined the
shareholder registry and financial systems of the company and its affiliated
companies for the past two years to verify the absence of the aforementioned
situations.
The company has conducted searches on the Judicial Yuan's Legal
Information Retrieval System, Taiwan Bills Finance Corporation, etc., and
found no circumstances falling under Article 30 of the Company Act.
Based on the audit results, the company confirms that the independent
director meets the independence criteria.











None

12

Conditions
Name
Professional Qualifications and
Experience
Independence status Number of other
public corporations
in which the person
concurrently serves
as an independent
director.
CHANG, CHIA- JUNG Graduated from Ming Chuan
Women's College of Commerce
Taiwan Tseng-Chow
Engineering CO.,LTD.
Financial Manager
The company follows the provisions of the "Regulations Governing the
Appointment and Compliance Matters of Independent Directors of Public
Companies" in its establishment.
In addition to obtaining a declaration from the independent director, the
company has also reviewed the company's employee system, the director's
own holdings, holdings by spouse and relatives within the second degree of
kinship, the list of directors of affiliated companies, and examined the
shareholder registry and financial systems of the company and its affiliated
companies for the past two years to verify the absence of the aforementioned
situations.
The company has conducted searches on the Judicial Yuan's Legal
Information Retrieval System, Taiwan Bills Finance Corporation, etc., and
found no circumstances falling under Article 30 of the Company Act.
Based on the audit results, the company confirms that the independent
director meets the independence criteria.
None

Note 1: Professional qualifications and experience: Describe the professional qualifications and experience of individual directors and supervisors, and if they are members of the audit committee with accounting or financial expertise, their accounting or financial background and work experience should be stated. Also, indicate whether there are any circumstances under Article 30 of the Company Act.

Note 2: Independent directors should state their independence status, including but not limited to whether they or their spouses, parents, or children within the second degree of kinship serve as directors, supervisors, or employees of the Company or its affiliates; whether they or their spouses, parents, or children within the second degree of kinship hold shares of the Company or its affiliates or utilize others' names to hold such shares; whether they serve as directors, supervisors, or employees of related parties of the Company as referred to in Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies; and the amount of compensation received in the past two years for providing business, legal, financial, accounting or other services to the Company or its affiliates.

3. Board Diversity and Independence:

(1) Board Diversity:

The company advocates and respects a policy of board diversity to enhance corporate governance and promote the sound development of the board's composition and structure. We believe that a diverse board can contribute to the overall performance of the company. The selection of board members is based on the principle of selecting individuals with diverse and complementary capabilities across industries. This includes basic diversity factors such as age, gender, and nationality, as well as industry experience and relevant skills in areas such as finance, accounting, legal, information technology, and public utilities. Additionally, board members

13

possess abilities in business judgment, management, leadership decision-making, and crisis handling. Article 20 of the "Corporate Governance Practices Guidelines" states that the board as a whole should possess the following abilities to strengthen its functions and achieve the ideal goals of corporate governance: 1. Operational judgment ability. 2. Accounting and financial analysis ability. 3. Business management ability. 4. Crisis handling ability. 5. Industry knowledge. 6. International market perspective. 7. Leadership ability. 8. Decision-making ability.

The current status of the company's policy and implementation of diversified board members are as follows:

Conditions
Name
Basic Composition Basic Composition Basic Composition Basic Composition IndustryExperience IndustryExperience IndustryExperience Professional Abilities Professional Abilities Professional Abilities Professional Abilities Number of other public
corporations in which the
person concurrently serves
as an independent director.
Nationa
lity
Gende
r
Have
emplo
yee
status
Age Independent
Director Tenure
Profes
sional
Servic
es
and
Marke
ting
Financi
al
and
Finance
Archite
cture
and
Engine
ering
Busin
ess
and
Suppl
y
Inform
ation
and
Techno
logy
Legal
Acco
untin
g
Engin
eering

Risk
Manag
ement
31
to
40
years
old
41
to
50
years
old
51
to
60
years
old
61
to
70
years
old
71
to
80
years
old
3
years
or
less

3
to
6
years
6
Year
or
more
Chairman LIN I-CHIN Taiwan
R.O.C.
Female None
Director LIN, WENG-TENG Taiwan
R.O.C.
Male None
Director PAN,HSIN-JEN Taiwan
R.O.C.
Male None
Director LIN, JUI-PING Taiwan
R.O.C.
Female None
Director LIU, NIEN-FU Taiwan
R.O.C
Male None
Independent Director LIN,
RUEY-TOU
Taiwan
R.O.C.
Male None
Independent Director
MAA ,KWO-JUH
Taiwan
R.O.C.
Male 2Companies
Independent Director LEE,
SHIUE-CHEN
Taiwan
R.O.C.
Male None
Independent Director CHANG,
CHIA- JUNG
Taiwan
R.O.C.
Female None

14

The 19th Board of Directors of the company consists of 9 directors, including 4independent directors. They possess the overall abilities of business judgment, leadership decision-making, operational management, international market perspective, and crisis handling. They have industry experience and professional expertise. One independent director has accounting and financial expertise with practical experience in practice, management, or teaching.

The average tenure of the company's directors is 9 years. All directors are nationals of the company. The composition structure includes 4 independent directors, accounting for 44.4%, and 3 directors with employee status, accounting for 33.3%. The age distribution of the directors includes 2 directors in the age range of 31-40, 1 director in the age range of 41-50,1 director in the age range of 51-60, 4 directors in the age range of 61-70, and 1 director in the age range of 71-80. In addition to the above, the company also emphasizes gender equality in the composition of the board. The current board includes 3 female members, accounting for a high percentage of 33.3% female directors. The company will continue to strive to increase the percentage of female directors in the future.

The diversity, complementarity, and implementation of the board have already included and complied with the standards specified in Article 20 of the "Corporate Governance Best Practice Principles." In the future, the company will timely revise and enhance the diversity policy based on the operation of the board, operational requirements, and development needs. This includes but is not limited to the standards related to basic qualifications and values, professional knowledge, and skills, to ensure that board members possess the necessary knowledge, skills, and qualities for executing their duties.

  • (2) Board Independence:

The average tenure of independent directors in the company is below 5 years. Among them, one independent director has served for more than 3 terms consecutively. This is due to their financial expertise, familiarity with relevant laws and regulations, and specialized experience in corporate governance, which significantly benefits the company. Despite their extended tenure, they are still able to utilize their expertise and provide professional opinions for the supervision of the board. The tenure of other independent directors does not exceed 3 terms.

  • (3) Compliance with Securities and Exchange Act:

There are no circumstances within the meaning of Article 26(3) and (4) of the Securities and Exchange Act, including situations where there are spousal or close relatives relationships between directors, supervisors, or between directors and supervisors. None of the directors or independent directors of the company have relationships that fall within the provisions of Article 26(3) and (4) of the Securities and Exchange Act. The number of directors with spousal or close relatives’ relationships within the company does not exceed half of the total seats.

15

4. General Manager, Deputy General Manager, Assistant Managers, and Head of Departments and Branch Offices:

March31,2025 March31,2025 March31,2025 March31,2025 March31,2025 March31,2025
Job title Nationa
lity
Name G
en
de
r
Date of
appointment
Shareholdings
Shares
Shareholdings
held by
spouse and minor
children
Holding shares under
another person's name
Primary professional
(educational)
background

Current
positions held
by managers
with spousal or close
relatives
relationships in other
companies
Remarks
Numbe
r of
Shares
Shareh
olding
Ratio %

Numbe
r of
Shares
Sharehold
ing Ratio
%
Number
of Shares

Shareholdi
ng Ratio %
Job
Title
Name Relatio
nship
General
Manager
Deputy
General
Manager and
General
Deputy
General
Manager of
the Electronic
Division
Director of
the Electronic
Business
Division.
Taiwan
R.O.C.
Taiwan
R.O.C.
Taiwan
R.O.C.
Taiwan
R.O.C.
Lin,
I-Chin
Lin,
Jui-Ping
Liu,
Nien-Fu
Lin
Shi-jie
Fe
ma
le
Fe
ma
le
Ma
le
Ma
le
2016.06.28
2020.09.14
2024.01.10
2014.05.01
-
-
-
-




-
-
-
-




-
-
-
-




-
-
-
-




-
-
-
-




-
-
-
-




Master's degree/Chairman
of RECTRON LTD.
University
degree/Audit
Manager at KGMP United
Accounting Firm.
Deputy General Manager
of Sales
Chief Engineer of Taiwan
Semiconductor
Corporation.




-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note
-
-
-

Note: When the Chairman of the Board and the General Manager hold the highest managerial positions and are spouses or close relatives, the reasons, justifications, necessity, and corresponding measures should be disclosed (such as increasing the number of independent director seats and ensuring that a majority of directors do not hold positions as employees or managers, etc.) along with relevant information.

The Chairman of the Board in our company also serves as the General Manager to enhance operational efficiency and decision-making execution. In order to strengthen the independence of the Board of Directors, appropriate candidates have been actively trained internally. Additionally, the Chairman closely communicates with the directors to fully understand the company's operational status and plans, and implements corporate governance initiatives. In the future, the company plans to increase the number of independent director seats to enhance the capabilities of the Board and strengthen its oversight functions. Currently, the following specific measures have been implemented:

  1. Independent directors in the company possess expertise in business, law, finance, accounting, or necessary knowledge related to company operations to effectively

16

fulfill their supervisory roles.

  1. Directors are arranged to attend professional director courses provided by external organizations such as the Securities and Futures Institute to enhance the effectiveness of the Board's operations.

  2. Independent directors participate in functional committees, engage in comprehensive discussions, and provide recommendations for the Board's reference. They also communicate with the accountants and internal auditors to ensure effective corporate governance.

17

  1. Remuneration for general directors and independent directors (individual names and remuneration methods disclosed separately)

December 31, 2024 Unit: NT$1,000

Job
Title
Name Director remuneration Director remuneration Director remuneration Director remuneration Director remuneration Director remuneration Director remuneration Percentage of Total Net
Profit After Tax of A, B,
C, and D
After-tax net profit of
NT$125,531thousand
Percentage of Total Net
Profit After Tax of A, B,
C, and D
After-tax net profit of
NT$125,531thousand
Remu Remu Remu neration Paid t o Part-T ime Employees ime Employees ime Employees The total amount and
proportion of A, B, C, D,
E, F, and G, as well as
their respective
percentages of net income
after tax.
After-tax net profit of
NT$125,531 thousand
The total amount and
proportion of A, B, C, D,
E, F, and G, as well as
their respective
percentages of net income
after tax.
After-tax net profit of
NT$125,531 thousand
Compensatio
n Paid to
Directors by a
Re-Invested
Company
Other than
the
Company’s
Subsidiary
Rem uneration
(A)

Retirement and sev
pay
(B)

Director
Compensation
(C)
(Note 3)
Business execution
Expenses
(D)
Salary, Bonuses,
and
Other Allowances
(E)
Retire
pay
(F)
ment and sev e Employee Compensation
(G)
The
Co
mp
any


All
compani
es in the
financial
report


The
Compan
y
All
compani
es in the
financial
report


The
Compan
y
All
compani
es in the
financial
report


The
Comp
any
All
companies
in the
financial
report
The
Company
All
companies in
the financial
report
The
Comp
any
All
companies in
the financial
report
The
Comp
any
All
companies in
the financial
report
The Company All companies in
the financial report


The
Company
Companies in
the
Consolidated
financial
statements
Cash
divide
nd
amou
nt
Stock
dividend
amount
Stock
Amount
Cash
divide
nd
Amou
nt
Stock
dividend
amount
Corpo
rate
Direct
or
Juiye
Enterprise
Co., Ltd.
0
0

0

0

0

0

0

0

0
0%


0
0%


0

0

0

0

0

0

0

0

0
0%


0
0%


None
Chair
man
Juiye
Enterprise
Co., Ltd.
Representativ
e: Lin,I-Chin
150
150

0

0

700

700

0

0

850
0.68%


850
0.68%


583

3,732

0

0

0

0

0

0

1,433
1.14%


4,582
3.65%


None
Direct
or
Juiye
Enterprise
Co., Ltd.
Representativ
e: Lin,
Weng-Teng
150
150

0

0

800

800

0

0

950
0.76%


950
0.76%


0

5,243

0

36

0

0

0

0

950
0.76%


6,229
4.96%


None
Direct
or
Juiye
Enterprise
Co., Ltd.
Representativ
e:
Pan,Hsin-Jen
150
150

0

0

700

700

0

0

850
0.68%


850
0.68%


0

4,359

0

20

0

0

0

0

850
0.68%


5,229
4.17%


None
Direct
or
Juiye
Enterprise
Co., Ltd.
Representativ
e:
Liu,Feng-Chi
ng
0
0

0

0

0

0

360

360

360
0.29%


360
0.29%


0

0

0

0

0

0

0

0

360
0.29%


360
0.29%


None

18

Direct
or
Juiye
Enterprise
Co., Ltd.
Representativ
e: Lin,
Jui-Ping
150
150

0

0

700

700

0

0

850
0.68%


8505
0.68%

1,748

3,939

95

95
0
0

0

0

2,693
2.15%


4,884
3.89%


None
Indepen
dent
Director
Lin,
Ruey-Tou
0
0

0

0

0

0

600

600

600
0.48%


600
0.48%


0

0

0

0

0

0

0

0

600
0.48%


600
0.48%


None
Indepen
dent
Director
Maa,
Kwo-Juh
0
0

0

0

0

0

600

600

600
0.48%


600
0.48%


0

0

0

0

0

0

0

0

600
0.48%


600
0.48%


None
Indepen
dent
Director
Lee,
Shiue-Chen
0
0

0

0

0

0

120

120

120
0.10%


120
0.10%


0

0

0

0

0

0

0

0

120
0.10%


120
0.10%


None
Indepen
dent
Director
Chang, Chia-
Jung

0

0

0

0

0

0

120

120

120
0.10%


120
0.10%


0

0

0

0

0

0

0

0

120
0.10%


120
0.10%


None
1. Please specify the policy, system, standards, and structure of independent director remuneration and describe the correlation between the remuneration amount and factors such as responsibilities,
risks, and time commitment: The remuneration for independent directors in our company is determined based on the results of the "Board of Directors' Performance Evaluation" and the
provisions of the "Remuneration and Compensation Committee Organizational Regulations." It takes into account individual responsibilities, time commitment, as well as the individual's
performance achievements and contributions as an independent director to provide reasonable compensation. The standards and structure of remuneration for independent directors are submitted
to the Board of Directors for approval after being reviewed and approved by the Compensation Committee.
2. Apart from the disclosure in the table above, in the most recent fiscal year, directors of the company received remuneration for services provided (such as serving as consultants to the parent
company,all companies within the financial reports,or non-employee advisors to investee businesses): There is no such case.

19

6. Remuneration for supervisors (individual names and remuneration methods)

On June 23, 2022, the company established an Audit Committee to replace the role of the supervisor. Therefore, the relevant disclosure of the supervisor's remuneration is no longer applicable from that date.

  1. Remuneration for the General Manager and Deputy General Manager (Individual disclosure of names and remuneration methods)
December 31, 2024
Unit: NTD inthousands
Percentage of Total
Net Profit After Tax of
A, B, C, and D(%)
Compensatio
n Paid to
Directors by a
Re-Invested
Company
Other than the
Company’s
Subsidiary
The
Company
All
companie
s in the
financial
report
583
0.46%
3,732
2.97%
None
1,748
1.47%
4,034
3,21%
None
1,444
1.15%
2,789
2.22%
None
December 31, 2024
Unit: NTD inthousands
Percentage of Total
Net Profit After Tax of
A, B, C, and D(%)
Compensatio
n Paid to
Directors by a
Re-Invested
Company
Other than the
Company’s
Subsidiary
The
Company
All
companie
s in the
financial
report
583
0.46%
3,732
2.97%
None
1,748
1.47%
4,034
3,21%
None
1,444
1.15%
2,789
2.22%
None
December 31, 2024
Unit: NTD inthousands
Percentage of Total
Net Profit After Tax of
A, B, C, and D(%)
Compensatio
n Paid to
Directors by a
Re-Invested
Company
Other than the
Company’s
Subsidiary
The
Company
All
companie
s in the
financial
report
583
0.46%
3,732
2.97%
None
1,748
1.47%
4,034
3,21%
None
1,444
1.15%
2,789
2.22%
None
Job Title Name Salary (A) Retirement benefits (B) Bonuses and
Special Expenses (C)
Employee Compensation Amount (D) Percentage of Total
Net Profit After Tax of
A, B, C, and D(%)
Compensatio
n Paid to
Directors by a
Re-Invested
Company
Other than the
Company’s
Subsidiary
The
Compa
ny
All
companies in
the financial
report
The
Compa
ny
All
companies in
the financial
report
The
Compa
ny
All
companies in
the financial
report
The Company All companies in the
financial report
The
Company
All
companie
s in the
financial
report
Cash
dividen
d
amount
Stock
dividend
Amount
Cash
dividend
amount
Stock
dividend
Amount
General
Manager
Lin,
I-Chin
583 3,732 0 0 0 0 0 0 0 0 583
0.46%
3,732
2.97%
None
Deputy
General
Manager and
General
Manager
of
the Electronic
Business
Division
Lin,
Jui-Pin
g
1,748 3,139 95 95 0 800 0 0 0 0 1,748
1.47%
4,034
3,21%
None
General
Manager
of
the Electronic
Division
Liu,
Nien-F
u
1,376 2,721 68 68 0 0 0 0 0 0 1,444
1.15%
2,789
2.22%
None

20

  1. Remuneration for the top five highest-paid executives (Individual disclosure of names and remuneration methods)
Job Title Name Salary (A) Salary (A) Retirement benefits (B) Bonuses and
Special Expenses (C)
Bonuses and
Special Expenses (C)
Employee Compensation Amount (D) Employee Compensation Amount (D) Employee Compensation Amount (D) Employee Compensation Amount (D) A, B, C, and D, the
total amount and the
proportion (in
percentage) to the net
income after tax of
125,531 thousand NTD
are as follows:
A, B, C, and D, the
total amount and the
proportion (in
percentage) to the net
income after tax of
125,531 thousand NTD
are as follows:
Compensation
Paid to
Directors by a
Re-Invested
Company
Other than the
Company’s
Subsidiary
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies in
the financial report
(Note 5)
The
Company
All
companies
in the
financial
report
Cash
Amount
Stocks
Amount
Cash
Amount
Stocks
Amount
Subsidiary
Business
Assistant
Joseph
Rocta
0 4,216 0 0 0 3,213 0 0 0 0 0
0.00%
7,429
5.92%
None
General
Manager
of a
Subsidiary
Pan,
Hsin-Jen
0 3,804 0 20 0 556 0 0 0 0 0
0.00%
4,379
3.49%
None
Deputy
General
Manager
and
General
Manager
of the
Lin,
Jui-Ping
1,748 3,139 95 95 0 800 0 0 0 0 1,843
1.47%
4,034
3.21%
None
Subsidiary
Business
Assistant
Satendra 0 2,341 0 0 0 1,606 0 0 0 0 0
0.00%
3,947
3.14%
None
General
Manager
Lin, I-Chin 583 3,113 0 0 0 619 0 0 0 0 583
0.46%
3,732
2.97%
None

21

  1. The names of managers involved in distributing employee compensation and the distribution details are as follows

The names of managers involved in distributing employee compensation and the distribution details are as follows

December 31, 2024
Unit: NTD in thousands
The proportion (%) of the
total amount to the net
income after tax.
0%
Job title Name Stock Amount Cash amount Total The proportion (%) of the
total amount to the net
income after tax.
M
a
n
a
g
e
r
General Manager Lin, I-Chin 0 0 0 0%
Deputy General Manager
and General Manager of the
Electronic Business
Division
Lin, Jui-Ping
General Manager of the
Electronic Division
Liu,Nien-Fu

22

  1. Analysis and explanation of the proportion of total remuneration to net income after tax for directors, supervisors, general manager, and deputy general manager paid by the company and all consolidated companies in the past two fiscal years, including the policies, standards, composition, procedures for determining remuneration, and their correlation with business performance.
Job Title Proportion of total
remuneration to net income
after tax for directors,
supervisors, general manager,
and deputy general manager
paid by the company in 2023.
Proportion of total remuneration
to net income after tax for
directors, supervisors, general
manager, and deputy general
manager paid by all consolidated
companies in the company's
2023
consolidated
financial
statements.







Proportion of total
remuneration to net income
after tax for directors,
supervisors, general
manager, and deputy
general manager paid by the
company in 2024..

Proportion of total remuneration
to net income after tax for
directors, supervisors, general
manager, and deputy general
manager paid by all consolidated
companies in the company's
2024
consolidated
financial
statements.
Director 7.31% 18.66% 6.15% 18.10%
General Manager and
Vice General Manager
2.71% 5.63% 3.08% 8.41%

The procedure for remuneration payment is closely associated with operational performance and future risks.

The remuneration paid to directors of the Company is determined based on the percentages and scope stipulated in the Company's Articles of Incorporation. In years of profitability, an allocation of not less than 1% shall be provided for employee compensation and not more than 2% for director remuneration. If the company has accumulated losses from previous years and makes a profit in the current year, it should first make up for the losses before allocating employee and director remuneration, and the remaining balance should be allocated according to the aforementioned ratio. In the event of accumulated losses from previous years, any profits in the current year must first be used to offset the losses before allocating funds for employee compensation and director remuneration, with the remaining balance allocated according to the aforementioned proportions. The distribution of employee and director remuneration should be resolved by the board of directors and reported to the shareholders' meeting.

The salary and compensation paid by the company include cash compensation, retirement benefits, various allowances, and other measures with substantial incentives. The scope is consistent with the requirements for disclosure in the annual report of publicly traded companies regarding director, supervisor, and manager remuneration. To establish a sound salary and compensation system for the company's directors, supervisors, and managers, the

23

company has established a salary and compensation committee and formulated the "Salary and Compensation Committee Organization Regulations." The Compensation Committee, in accordance with the aforementioned regulations, evaluates the Company's remuneration policies and systems for directors, supervisors, and managers from a professional and objective standpoint. It periodically reviews the performance evaluation of directors, supervisors, and managers, as well as the policies, systems, standards, and structures of remuneration. During the review process by the Compensation Committee, the remuneration should be based on the continued assessment of directors, supervisors, and managers and reference the usual industry standards, taking into account individual performance, the Company's ongoing performance, and the rationality of future risk linkage.

The remuneration of executives in the Company is determined by the Chairman of the Board, authorized by the Board of Directors, taking into account the nature of their work, responsibilities, as well as factors such as education, experience, skills, and potential development. The policies, standards, composition, and procedures for remuneration, as well as their relationship with business performance and future risks, are established in accordance with the Company's "Articles of Incorporation" and relevant management regulations.

In summary, the policies, standards, procedures for determining remuneration, and their relationship with business performance and future risks in the Company are all carried out in accordance with the provisions of the Company's "Articles of Incorporation" and relevant "Management Regulations."

24

2. Corporate Governance Practices

1 Board of Directors operation situation

The Board of Directors held 8 meetings (A) during the recent fiscal year, ending on March 31, 2025. The attendance record of directors and supervisors is as follows:

follows:
Job Title Name Actual attendance (B) Delegated attendance count Actual attendance rate (%)
[B/A]
remarks
Chairman Juiye Enterprise Co., Ltd.
Representative: Lin,I-Chin
8 0 100%
Director Juiye Enterprise Co., Ltd.
Representative: Lin, Weng-Teng
7 0 87.5%
Director Juiye Enterprise Co., Ltd.
Representative: Pan,Hsin-Jen
7 1 87.5%
Director Juiye Enterprise Co., Ltd.
Representative: Liu,Feng-Ching
7 0 100% 2024.12.31Resign
Director Juiye Enterprise Co., Ltd.
Representative: Lin, Jui-Ping
8 0 100%
Director Juiye Enterprise Co., Ltd.
Representative: Liu,Nien-Fu
1 0 100% 2025.01.01 Selection
Independent
Director
Lin, Ruey-Tou 7 1 87.5%
Independent
Director
Maa, Kwo-Juh 8 0 100%
Independent
Director
Lee, Shiue-Chen 8 0 100%
Independent
Director
Chang, Chia- Jing 8 0 100%
Other items that shall be recorded:

25

Meeting date Important decisions of the Board of Directors All independent directors and the
company's handling of independent
directors' opinions
19th session
13th time
2024.03.15
(1)The Company's declaration on internal control system for the
year 2023.
(2) In response to the KPMG auditor adjustment case.
(3)Amendment to the company’s “Endorsement and Guarantee
Measures”
(4)Amendment to the company's " Operational Procedures for
Loaning Funds to Others ".
(5)Theproposal forprofit distribution for the fiscalyear 2023.
Independent Director's opinion:
None.
Company's handling of independent
director's opinion: None.
Resolution: Approved by all
attending directors
19th session
16th time
2024.09.02
To align with the group’s strategic production and sales deployment,
the major subsidiary Zhejiang Rectron Electronics Co., Ltd. intends
to proceed with a cash capital reduction.
19th session
18th time
2024.12.16
Amendment to the Company's "Internal Control System" and
"Internal Audit Implementation Regulations,"
19th session
19th time
2025.03.11
(1)The Company's declaration on internal control system for the
year 2024.
(2)Proposal for the Appointment of an Auditor.
(3)Proposal for Participation in the Capital Increase of the
Investment SubsidiaryChu-TingEnterprise Co.,Ltd.

26

2.
3.
(4)Amendment to the company's " Operational Procedures for
Loaning Funds to Others ".
(5) The proposal for profit distribution for the fiscal year 2024.
(2) Other board resolutions that were opposed or had reservations from independent directors with recorded or written statements, besides the
aforementioned items: None.
Members who recused themselves from voting on matters related to conflicts of interest shall state their names, the content of the resolution, the reasons
for recusal, and their voting participation:
1. During the 19th board meeting of the 15th term held on August 14, 2024, when setting the Directors’ remuneration distribution in 2023, directors Lin
I-Chin, Lin Weng-Teng, Pan Hsin-Jen, Lin Jui-Ping abstained from voting due to their status as interested parties in the matter.
2. During the 19th board meeting of the 18th term held on January 10, 2024, when determining the remuneration plan for the company's directors and
executives, except for executive Liu, Nien-Fu, who was absent from the meeting, the following directors—Lin, I-Chin, Lin, Weng-Teng, Pan, Hsin-Jen,
Liu, Feng-Ching, Lin, Jui-Ping, and independent directors Lin, Ruey-Tou, Maa, Kwo-Juh, Lee, Shiue-Chen, and Chang, Chia-Jing—who were
considered interested parties in the matter, abstained from voting due to conflicts of interest.".
Implementation of Board Evaluation:
Evaluation
Period
Evaluation Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Conducted
annually
From January 1,
2024
to December 31,
2024
Overall Board,
Individual
Directors,
Compensation
Committee
Board
Self-Assessm
ent, Director
Self-Assessm
ent,
Functional
Committees
(1) Board performance evaluation: at least includes the
degree of participation in company operations, quality
of board decision-making, board composition and
structure, selection and continuing education of
directors, internal control, etc.
(2) Individual director performance evaluation: at least
includes the grasp of company goals and missions,
recognition of director's duties, degree of participation
in
company
operations,
internal
relationship
management and communication, director's expertise
and continuingeducation,internal control,etc.
(4)Amendment to the company's " Operational Procedures for
Loaning Funds to Others ".
(5) The proposal for profit distribution for the fiscal year 2024.
(2) Other board resolutions that were opposed or had reservations from independent directors with recorded or written statements, besides the
aforementioned items: None.
Members who recused themselves from voting on matters related to conflicts of interest shall state their names, the content of the resolution, the reasons
for recusal, and their voting participation:
1. During the 19th board meeting of the 15th term held on August 14, 2024, when setting the Directors’ remuneration distribution in 2023, directors Lin
I-Chin, Lin Weng-Teng, Pan Hsin-Jen, Lin Jui-Ping abstained from voting due to their status as interested parties in the matter.
2. During the 19th board meeting of the 18th term held on January 10, 2024, when determining the remuneration plan for the company's directors and
executives, except for executive Liu, Nien-Fu, who was absent from the meeting, the following directors—Lin, I-Chin, Lin, Weng-Teng, Pan, Hsin-Jen,
Liu, Feng-Ching, Lin, Jui-Ping, and independent directors Lin, Ruey-Tou, Maa, Kwo-Juh, Lee, Shiue-Chen, and Chang, Chia-Jing—who were
considered interested parties in the matter, abstained from voting due to conflicts of interest.".
Implementation of Board Evaluation:
Evaluation
Period
Evaluation Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Conducted
annually
From January 1,
2024
to December 31,
2024
Overall Board,
Individual
Directors,
Compensation
Committee
Board
Self-Assessm
ent, Director
Self-Assessm
ent,
Functional
Committees
(1) Board performance evaluation: at least includes the
degree of participation in company operations, quality
of board decision-making, board composition and
structure, selection and continuing education of
directors, internal control, etc.
(2) Individual director performance evaluation: at least
includes the grasp of company goals and missions,
recognition of director's duties, degree of participation
in
company
operations,
internal
relationship
management and communication, director's expertise
and continuingeducation,internal control,etc.
(4)Amendment to the company's " Operational Procedures for
Loaning Funds to Others ".
(5) The proposal for profit distribution for the fiscal year 2024.
(2) Other board resolutions that were opposed or had reservations from independent directors with recorded or written statements, besides the
aforementioned items: None.
Members who recused themselves from voting on matters related to conflicts of interest shall state their names, the content of the resolution, the reasons
for recusal, and their voting participation:
1. During the 19th board meeting of the 15th term held on August 14, 2024, when setting the Directors’ remuneration distribution in 2023, directors Lin
I-Chin, Lin Weng-Teng, Pan Hsin-Jen, Lin Jui-Ping abstained from voting due to their status as interested parties in the matter.
2. During the 19th board meeting of the 18th term held on January 10, 2024, when determining the remuneration plan for the company's directors and
executives, except for executive Liu, Nien-Fu, who was absent from the meeting, the following directors—Lin, I-Chin, Lin, Weng-Teng, Pan, Hsin-Jen,
Liu, Feng-Ching, Lin, Jui-Ping, and independent directors Lin, Ruey-Tou, Maa, Kwo-Juh, Lee, Shiue-Chen, and Chang, Chia-Jing—who were
considered interested parties in the matter, abstained from voting due to conflicts of interest.".
Implementation of Board Evaluation:
Evaluation
Period
Evaluation Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Conducted
annually
From January 1,
2024
to December 31,
2024
Overall Board,
Individual
Directors,
Compensation
Committee
Board
Self-Assessm
ent, Director
Self-Assessm
ent,
Functional
Committees
(1) Board performance evaluation: at least includes the
degree of participation in company operations, quality
of board decision-making, board composition and
structure, selection and continuing education of
directors, internal control, etc.
(2) Individual director performance evaluation: at least
includes the grasp of company goals and missions,
recognition of director's duties, degree of participation
in
company
operations,
internal
relationship
management and communication, director's expertise
and continuingeducation,internal control,etc.
(4)Amendment to the company's " Operational Procedures for
Loaning Funds to Others ".
(5) The proposal for profit distribution for the fiscal year 2024.
(2) Other board resolutions that were opposed or had reservations from independent directors with recorded or written statements, besides the
aforementioned items: None.
Members who recused themselves from voting on matters related to conflicts of interest shall state their names, the content of the resolution, the reasons
for recusal, and their voting participation:
1. During the 19th board meeting of the 15th term held on August 14, 2024, when setting the Directors’ remuneration distribution in 2023, directors Lin
I-Chin, Lin Weng-Teng, Pan Hsin-Jen, Lin Jui-Ping abstained from voting due to their status as interested parties in the matter.
2. During the 19th board meeting of the 18th term held on January 10, 2024, when determining the remuneration plan for the company's directors and
executives, except for executive Liu, Nien-Fu, who was absent from the meeting, the following directors—Lin, I-Chin, Lin, Weng-Teng, Pan, Hsin-Jen,
Liu, Feng-Ching, Lin, Jui-Ping, and independent directors Lin, Ruey-Tou, Maa, Kwo-Juh, Lee, Shiue-Chen, and Chang, Chia-Jing—who were
considered interested parties in the matter, abstained from voting due to conflicts of interest.".
Implementation of Board Evaluation:
Evaluation
Period
Evaluation Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Conducted
annually
From January 1,
2024
to December 31,
2024
Overall Board,
Individual
Directors,
Compensation
Committee
Board
Self-Assessm
ent, Director
Self-Assessm
ent,
Functional
Committees
(1) Board performance evaluation: at least includes the
degree of participation in company operations, quality
of board decision-making, board composition and
structure, selection and continuing education of
directors, internal control, etc.
(2) Individual director performance evaluation: at least
includes the grasp of company goals and missions,
recognition of director's duties, degree of participation
in
company
operations,
internal
relationship
management and communication, director's expertise
and continuingeducation,internal control,etc.
(4)Amendment to the company's " Operational Procedures for
Loaning Funds to Others ".
(5) The proposal for profit distribution for the fiscal year 2024.
(2) Other board resolutions that were opposed or had reservations from independent directors with recorded or written statements, besides the
aforementioned items: None.
Members who recused themselves from voting on matters related to conflicts of interest shall state their names, the content of the resolution, the reasons
for recusal, and their voting participation:
1. During the 19th board meeting of the 15th term held on August 14, 2024, when setting the Directors’ remuneration distribution in 2023, directors Lin
I-Chin, Lin Weng-Teng, Pan Hsin-Jen, Lin Jui-Ping abstained from voting due to their status as interested parties in the matter.
2. During the 19th board meeting of the 18th term held on January 10, 2024, when determining the remuneration plan for the company's directors and
executives, except for executive Liu, Nien-Fu, who was absent from the meeting, the following directors—Lin, I-Chin, Lin, Weng-Teng, Pan, Hsin-Jen,
Liu, Feng-Ching, Lin, Jui-Ping, and independent directors Lin, Ruey-Tou, Maa, Kwo-Juh, Lee, Shiue-Chen, and Chang, Chia-Jing—who were
considered interested parties in the matter, abstained from voting due to conflicts of interest.".
Implementation of Board Evaluation:
Evaluation
Period
Evaluation Period
Evaluation
Scope
Evaluation
Method
Evaluation Content
Conducted
annually
From January 1,
2024
to December 31,
2024
Overall Board,
Individual
Directors,
Compensation
Committee
Board
Self-Assessm
ent, Director
Self-Assessm
ent,
Functional
Committees
(1) Board performance evaluation: at least includes the
degree of participation in company operations, quality
of board decision-making, board composition and
structure, selection and continuing education of
directors, internal control, etc.
(2) Individual director performance evaluation: at least
includes the grasp of company goals and missions,
recognition of director's duties, degree of participation
in
company
operations,
internal
relationship
management and communication, director's expertise
and continuingeducation,internal control,etc.
Evaluation
Period
Evaluation Period Evaluation
Scope
Evaluation
Method
Evaluation Content
Conducted
annually
From January 1,
2024
to December 31,
2024
Overall Board,
Individual
Directors,
Compensation
Committee
Board
Self-Assessm
ent, Director
Self-Assessm
ent,
Functional
Committees
(1) Board performance evaluation: at least includes the
degree of participation in company operations, quality
of board decision-making, board composition and
structure, selection and continuing education of
directors, internal control, etc.
(2) Individual director performance evaluation: at least
includes the grasp of company goals and missions,
recognition of director's duties, degree of participation
in
company
operations,
internal
relationship
management and communication, director's expertise
and continuingeducation,internal control,etc.

27

  - (3) Functional committee performance evaluation: degree of participation in company operations, recognition of functional committee duties, quality of functional committee decision-making, composition and member selection of functional committees, internal control, etc.
  1. Evaluation of the goals and execution of strengthening the functions of the board in the current year and recent years (such as establishing an audit committee, enhancing information transparency, etc.):

  2. In addition to providing relevant laws and regulations to directors and supervisors at any time, the company prepares agenda items and related materials for directors and supervisors to review and inquire seven days before the board meeting. During the meeting, the company reports on the current business status to keep directors and supervisors informed of the company's current operations.

  3. Regularly providing various training courses and encouraging directors to actively participate in corporate governance programs to enhance the capabilities of board and supervisory members. In 2024, directors completed a total of 51 hours of training.

  4. With a commitment to operational transparency and safeguarding shareholder rights, the company regularly discloses important decisions of the board and other relevant information on its website.

  5. Every year, the company conducts performance evaluations of the board, individual directors, and functional committees, and reports the evaluation results to the board.

  6. To strengthen corporate governance, the company has been covered by Directors and Officers liability insurance since June 28, 2020, and the renewal was completed on June 28, 2024.

Note: On June 23, 2023, the company established an Audit Committee to replace the role of the supervisor. Therefore, the involvement of the supervisor in the operation of the board is no longer applicable from that date.

28

Attendance of Independent Directors at Board Meetings from the most recent year to March 31, 2025

indicates personal attendance ☆ indicates attendance by proxy *

Independent
Director
January 10 March 15 May 14 August 14 September 2 November 13 December 16 March 11
Lin, Ruey-Tou
Maa,Kwo-Juh
Lee,Shiue-Chen
Chang,Chia-Jung

Communication between Independent Directors, Internal Audit Manager, and Auditors (including significant matters, methods, and outcomes regarding the company's finances and business conditions):

  1. The company's internal audit department submits audit reports and audit tracking tables to the Independent Directors on a monthly and quarterly basis. In regular circumstances, communication between the internal audit manager and Independent Directors takes place through email, phone, or face-to-face meetings, as needed. Additionally, the internal audit department provides an annual audit business report to the Independent Directors, communicating the audit report results and the status of other tracking reports.

  2. The company's external auditors report to the Independent Directors at least once a year regarding key audit matters, financial statement reviews, or audit results for the company and its subsidiaries. They also engage in communication with the Independent Directors.

  3. Summary of communication between Independent Directors, Internal Audit Manager, and Auditors over the past year:

Date Communication with Internal Audit Director: Communication with Auditors Results
2024.03.15 Internal Audit Business Report for the year 2023. Audit status of the financial reports for
theyear 2023.
No special recommendations from
the independent directors.
2024.05.14 Internal Audit Business Report for the period
from January2024 to March 2024.
Review status of the financial reports for
the firstquarter of 2024.
No special recommendations from
the independent directors.
2024.08.14 Internal Audit Business Report for the period
from April 2024 to June 2024.
Review status of the financial reports for
the first half of 2024.
No special recommendations from
the independent directors.
2024.11.13 Internal Audit Business Report for the period
from July2024 to September 2024.
Review status of the financial reports for
the thirdquarter of 2024.
No special recommendations from
the independent directors.

29

(2) Audit Committee Operations:

Information on the operations of the Audit Committee

The Audit Committee held four meetings during the most recent fiscal year 7 ( ). The attendance of independent directors is as follows:

Job Title Name Number of
attendance in
person(B)
Delegated
attendance count
Rate of attendance in person
(%)
(/)(Note1, Note 2)
Remarks
Independent
Director
Lin, Ruey-Tou 7 0 100%
Independent
Director
Maa, Kwo-Juh 7 0 100%
Independent
Director
Lee, Shiue-Chen 7 0 100%
Independent
Director
Chang, Chia-Jung 7 0 100% 2023.06.16 Selection
Other items that shall be recorded:
1.In the event of any of the following circumstances regarding the operation of the Audit Committee, the date and session, agenda items,
dissenting opinions of independent directors, reservations or significant recommendations, decision results of the Audit Committee, and
the company's handling of the opinions of the Audit Committee shall be disclosed.
(1) Matters listed in Article 14-5 of the Securities and Exchange Act.

30

Meeting date Significant Resolutions of the Audit Committee Decision Results of the Audit
Committee and the Board
of Directors' handling of the opinions
of the Audit Committee
1st session, 9nd
time
2024.1.10
1. The Company's Tucheng Factory plans to renovate based on the revitalized assets,
and pla ns to sign a joint construction contract with a 100% investment company
No other opinions were expressed by
attending members.
After obtaining unanimous approval,
it was presented to
the Board of Directors for discussion
and was passed without objection
by all attending directors.
1st session,10nd
time
2024.3.15
1. The Company's operating report and financial statements for the year 2023.
2. The Company's declaration on internal control system for the year 2023.
3. Replacement of the Certified Public Accountant (CPA).
4. Evaluation of the independent auditor's independence and Audit Fees for Fiscal
year 2024.
5. Amendment to the Company’s “Endorsement and Guarantee Guidelines”.
6. Amendment to the Company’s “Procedures for Lending Funds to Others”.
7. Theproposal forprofit distribution for the fiscalyear 2023.
1st session,11nd
time
2024.5.14
1. The financial statements for the first quarter of 2024.
1st session,12nd
time
2024.8.14
1.The financial statements for the second quarter of the company's fiscal year 2024.
1st session,13nd
time
2024.9.2
1. In alignment with the Group's capital utilization, the subsidiary Zhejiang Rectron
Electronics Co., Ltd. plans to carry out a cash capital reduction to return
shareholder funds.
1st session,14nd
time
2024.11.13
1.The financial statements for the third quarter of 2024.
31

31

1st session,15nd
time
2024.12.16
1.Develop an operational plan for 2025.
2.The proposed audit plan for the fiscal year 2025.
3.Revise the "Internal Control System" and "Internal Audit Implementation Rules"
(2) In addition to the above matters, there were no other resolutions that were not approved by the Audit Committee but were approved
by a majority of two-thirds or more of the entire board of directors.
2. The implementation status of independent directors' recusal from matters involving conflicts of interest shall include the names of
independent directors, the content of the agenda, reasons for recusal due to potential conflicts of interest, and their participation in the
voting process: No such instances.
3. Communication between Independent Directors, Internal Audit Manager, and Auditors (including significant matters, methods, and
outcomes regarding the company's finances and business conditions).
(1) Hold separate meetings at least once a year between the auditors and the internal audit supervisor to discuss completed internal audits
and external audit opinions, as well as communicate about audit deficiencies for the year. Opinions from the communication should be
documented and reported to the board of directors.
(2) The auditors shall have separate meetings with the independent directors at least once a year to report on audit or review results and
related matters to be noted.
(3) Other: In case of significant abnormal matters or when the independent directors, audit supervisor, and auditors deem it necessary to
have independent communication,meetings can be held irregularlyand at anytime for communicationpurposes.
Date
Attendees
Matters discussed
Results of
communication
2024/12/16
Independent Director Maa, Kwo-Juh
Independent Director Lee, Shiue-Chen
Independent Director Chang, Chiu-Jung
Independent Director Lin, Ruey-Tou
Auditor: Chen,Tsung-Che
Communication with the
company's governance unit for
the third quarter of 2024.
No objections.

32

supervisor in the operation of the board is no longer applicable from that date.

(4) The state of the Company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies, and the reason for any such departure.

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
1. Does the companyestablish and disclose a
code of practice of corporate governance in
accordance with the “Corporate Governance Best
Practice Principles for TWSE & TPEx Listed
Companies?”
v To establish sound corporate governance practices, our company has referred to the Corporate
Governance Best Practice Principles for Listed and OTC Companies established by the Taiwan
Stock Exchange and the Taipei Exchange. We have formulated our own Corporate Governance
Guidelines for compliance and have disclosed them on the Market Observation Post System.



We comply with
the requirements of
the "Corporate
Governance Best
Practices for Listed
and OTC
Companies."
2. Equity Structure and Shareholders' Equity of the
Company
(1) Does the Company have internal procedures in
place to handle shareholders’ suggestions,
questions, disputes, and lawsuits, and implement
these procedures accordingly?
(2) Does the Company have a list of its major
shareholders and a list of actual controllers of the
major shareholders?
(3) Does the Company establish and implement risk
management and firewall mechanisms with
related companies?
(4) Does the Company have internal rules that
prohibit insiders from trading securities using
market information that is not publicly available?
v
v
v
v
(1)Shareholder suggestions or disputes are handled by a dedicated spokesperson or proxy
spokesperson appointed by the company. Shareholders can submit their questions through
telephone or the company's website. If legal issues are involved, assistance from legal
professionals is sought.
(2)The company regularly obtains the latest shareholder registry from a shareholder services
agency to understand the list of major shareholders and the ultimate controllers of major
shareholders.
(3)Assets, financial operations, and accounting related to related-party transactions are
independently operated by dedicated personnel. The head office conducts periodic audits,
and transactions with related parties are conducted in accordance with the company's
internal control rules.
(4)The company has established the "Internal Handling Procedures for Material Information"
and the "Internal Handling and Prevention of Insider Trading Procedures" to prevent
unauthorized disclosure of information and ensure consistency and accuracy in the
company's external communications.











We comply with
the requirements of
the "Corporate
Governance Best
Practices for Listed
and OTC
Companies."

33

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
3. Composition and Responsibilities of the Board of
Directors
(1) The Board of Directors has formulated a policy
on diversity, specific management objectives, and
has effectively implemented them.


v
(1)The company advocates and respects a policy of board diversity to enhance corporate
governance and promote the sound development of the board's composition and structure. We
believe that a diverse board can contribute to the overall performance of the company. The
selection of board members is based on the principle of selecting individuals with diverse and
complementary capabilities across industries. This includes basic diversity factors such as age,
gender, and nationality, as well as industry experience and relevant skills in areas such as
finance, accounting, legal, information technology, and public utilities. Additionally, board
members possess abilities in business judgment, management, leadership decision-making, and
crisis handling. Article 20 of the "Corporate Governance Practices Guidelines" states that the
board as a whole should possess the following abilities to strengthen its functions and achieve
the idealgoals of corporategovernance:
Core elements
of diversity
Director's name
Gender
Operati
onal
judgme
nt
ability
Accoun
ting
and
financia
l
analysis
ability
Bus
ines
s
ma
nag
em
ent
abil
ity
Cri
sis
ma
nag
em
ent
abil
ity
Ind
ustr
y
kno
wle
dge
inte
rnat
ion
al
mar
ket
insi
ght
lea
der
shi
p
abil
ity
dec
isio
n-m
aki
ng
abil
ity
Leg
al
kno
wle
dge
Lin,I-Chin
Female
v
v
v
v
v
v
v
v
Lin,Weng-Teng
Male
v
v
v
v
v
v
Pan,Hsin-Jen
Male
v
v
v
v
v
v
v
Lin,Jui-Ping
Female
v
v
v
v
v
v
v
v
Liu,Nien-Fu
Male
v
v
v
v
v
v
v
Lin,Ruey-Tou
Male
v
v
v
Maa,Kwo-Juh
Male
v
v
v
v
v
v
v
v
v
Lee,Shiue-Chen
Male
v
v
v
v
v
v
v
v
Chang,Chia-Jung
Female
v
v
v
v
v
v










We comply with
the requirements of
the "Corporate
Governance Best
Practices for Listed
and OTC
Companies."

34

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
(2)Besides the Compensation Committee and Audit
Committee, does the company voluntarily set up
other functional committees?
(3) Has the company established a board
performance evaluation method and its
evaluation method, conducted performance
evaluations regularly every year, and reported the
results of the evaluation to the board for use as a
reference for individual director compensation
and nomination for reappointment?


v
v
(2) The company currently has established an Audit Committee and a Compensation
Committee. Regarding the establishment of other functional committees, the company has
conducted an overall assessment considering the effective utilization of resources and the
absence of an urgent need for their establishment at present. However, future establishment of
such committees will be based on the actual operational situation.
(3) The company has conducted evaluations in accordance with the "Board Performance
Evaluation Measures," which include the overall board, individual director members, and
functional committees. The evaluation methods include self-assessment within the board and
self-assessment by director members. The performance evaluation of the board covers six
major dimensions: 1. Understanding of company goals and missions. 2. Awareness of director
responsibilities. 3. Involvement in company operations. 4. Internal relationship management
and communication. 5. Director's expertise and continuous professional development. 6.
Internal controls.
The company's shareholder services department conducts an evaluation of the overall
performance of the board of directors at the end of each fiscal year. The results of this
evaluation are utilized as a reference for future director selection, nomination, and
determination of individual director compensation.

35

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
(4) Does the company regularly assess the
independence of its auditing CPAS?
v (4)The company's designated auditing firm is KPMG. The company follows the provisions of
Article 47 of the Accountants Act and formulates independence assessment criteria based
on the contents of Bulletin No. 10, "Integrity, Fairness, Objectivity, and Independence,"
regarding independence and professional ethics. The appointment and independence
assessment of auditors Chin, Shih-Chin and Huang, Hsin-Ting for the current year were
approved by the board of directors on March 11, Year 2025. The assessment criteria
include:
Evaluation Items
Evaluatio
n Results
Compliance
with
independence
requirements
1. No significant financial interest with the client.
Yes
Yes
2. Avoiding any inappropriate relationship with the client.
Yes
Yes
3.The auditor must ensure the honesty, fairness, and independence of their
assistants.
Yes
Yes
4.The auditor is prohibited from auditing the financial statements of a client for
whom they provided services within theprevious twoyears.
Yes
Yes
5. The auditor cannot allow others to use their name.
Yes
Yes
6. The auditor cannot hold shares of the client.
Yes
Yes
7. The auditor cannot engage in monetary loans with the client, except for
normal financial transactions with the financial industry.
Yes
Yes
8. The auditor cannot have joint investments or profit-sharing relationships with
the client.
Yes
Yes
9. The auditor cannot hold a regular job or receive a fixed salary from the
client.
Yes
Yes
10. The auditor cannot be involved in management functions that may
compromise their independence.
Yes
Yes
11. The auditor cannot engage in any other business activities that may
jeopardize their independence.
Yes
Yes
12. The auditor cannot perform auditing services for a client if they have a
spousal, direct blood relative, direct relative by marriage, or fourth-degree
collateral blood relationshipwith the client or its managementpersonnel.
Yes
Yes
13. The auditor cannot receive any commissions related to their professional
services.
Yes
Yes
After evaluation, both auditors have been found to meet the requirements for independence and
qualification.






36

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
4. Does the company allocate a sufficient
number of qualified and appropriate
corporate governance personnel and
designate a corporate governance officer
responsible for corporate governance-related
matters (including, but not limited to,
providing necessary information to directors
and supervisors for their duties, assisting
directors and supervisors in complying with
laws, conducting board of directors and
shareholders' meetings, preparing minutes of
meetings,etc.)?
v In accordance with the company's "Corporate Governance Guidelines," the management team
is responsible for fulfilling their duties and implementing the corporate governance system.
According to the company's "Board of Directors Meeting Procedures" and "Remuneration
Committee Organization Rules," Lin, Jui-Ping, Vice General Manager of the General
Management Department and General Manager of the Electronics Division, has been
appointed as the Corporate Governance Officer. Additionally, a corporate governance task
force consisting of four members from the Finance Department, Internal Audit, and
Shareholder Services has been formed to handle related corporate governance matters. This
includes providing the board with necessary information for business execution, managing
board and shareholder meetings in compliance with the law, handling company registration,
preparing minutes for board and shareholder meetings, and assisting the board in strengthening
its functions to ensure the protection of stakeholder interests and the fair treatment of
shareholders.
We comply with
the requirements of
the
"Corporate
Governance
Best
Practices for Listed
and
OTC
Companies."

37

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
(5) Whether the company has established
communication channels with stakeholders
(including but not limited to shareholders,
employees, customers, and suppliers), and set
up a stakeholder section on the company's
website to address important corporate social
responsibility issues raised by stakeholders.

v
The company has currently disclosed a stakeholder section and an investor relations
contact window on its website www.rectron.com.tw, and appropriately addresses
important corporate social responsibility issues raised by stakeholders.
The company respects the rights and interests of stakeholders. When the legitimate
rights and interests of stakeholders are infringed upon, the company handles them
appropriately based on the principles of good faith:
(1) Banks and creditors: Direct communication with the company's financial
supervisor or treasury personnel to provide sufficient information for their
management decisions.
(2) Employees: Direct communication through the company's internal complaint
channels in written or email form, with supervision from the management
department.
(3) Suppliers: Acceptance of suggestions and communication coordination by the
procurement supervisor and procurement personnel.
(4) Consumers: Direct communication with customers by the business supervisor or
sales staff, promptly addressing customer demands and product feedback, and
resolving related issues immediately.
(5) Communities or stakeholders: Communication with the company is conducted by
the company's spokesperson or authorized representative. For nearby
communities, communication with the communities is conducted by the plant
manager on behalf of the company.
(6) The company has currently disclosed a stakeholder section and an investor
relations contact window on its website, appropriately addressing important
corporate social responsibility issues raised by stakeholders.
We comply with
the requirements
of the "Corporate
Governance Best
Practices for
Listed and OTC
Companies."
6. Does the company appoint a professional
stock agency to handle the affairs of the
Board of Shareholders?
v The company has appointed a professional share registrar agency, " IBF Securities
Co., Ltd" Share Registrar Department," to handle shareholder meeting affairs.

We comply with the
requirements of the
"Corporate Governance
Best Practices for Listed
and OTC Companies."

38

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
7. Information Disclosure
(1) Does the company have a website that
discloses financial and corporate
governance information?
(2)The company has implemented other forms
of information disclosure (such as
establishing an English website,
designating dedicated personnel for
collecting and disclosing company
information,
implementing a spokesperson system, and
placing the process of corporate
presentations on the company's website)?
(3) Has the company announced and filed its
annual financial report within two months
after the end of the accounting year, and
announced and filed its first, second, and
third quarter financial reports and monthly
business operations before the prescribed
deadline?
v
v
v (1) The company's website, www.rectron.com.tw, is used to disclose financial,
operational, and corporate governance information.
(2) The company has designated individuals responsible for collecting and disclosing
company information. It has established a spokesperson and proxy spokesperson
system and has set up an investor mailbox to promptly respond to investor
inquiries. All relevant information that the company is required to disclose by law
is promptly announced and made available for investor clarity and queries through
the "Public Information Observation System."
(3) The company completes the announcement and filing of the annual financial report
within the prescribed deadline after the end of the fiscal year. It also meets the
deadlines for announcing and filing the first, second, and third quarterly financial
reports and provides information on monthly operating performance.









We comply with
the requirements
of the "Corporate
Governance Best
Practices for
Listed and OTC
Companies."

39

Item Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
8. Does the company have other important
information that helps understand the
operation of corporate governance (including
but not limited to employee benefits,
employee care, investor relations, supplier
relationships, rights of stakeholders, status of
education and training for directors and
supervisors, implementation of risk
management policies and risk measurement
standards, execution of customer policies,
and the company's purchase of liability
insurance for directors and supervisors)?
v (1) Employee benefits:
The company has always treated its employees with integrity and adhered to
relevant labor laws to safeguard their legal rights and interests.
(2) Employee Care:
The company establishes personnel management regulations based on
government laws and regulations such as the Labor Standards Act, Gender
Equality Act, and Sexual Harassment Prevention Act as the minimum standards to
protect employee rights. Regular labor-management meetings are held for
effective communication. Additionally, a "Welfare Committee" is established,
allocating funds monthly to organize employee welfare activities, including
holiday gift vouchers, year-end party lucky draws, health check-ups, and labor,
health, and group insurance.
(3) Investor Relations:
The company appoints a spokesperson and proxy spokesperson to handle
shareholder suggestions or disputes, aiming to establish effective communication
between the company and investors. This ensures that investors have a
comprehensive understanding of the company's business performance,
achievements, and long-term operational strategies.
(4) Supplier Relationships:
The company promotes "green procurement" and requires suppliers of raw
materials to provide declarations guaranteeing that their products do not contain
harmful substances to the environment. This ensures compliance with customer
and EU RoHS regulations. Furthermore, communication with suppliers is
conducted to enhance their positive impact on society and the environment.
(5) Rights of Stakeholders:
Stakeholders can communicate with the company or provide feedback through
the dedicated stakeholder section on the company's website, ensuring the
protection of their relevant rights and interests.

Compliance with
the "Corporate
Governance Best
Practice
Principles for
Listed
Companies"
requirements.

40

Item Implementation Status Implementation Status Implementation Status The Reason of
Departure from the
Corporate
Governance Best
Practice Principles
for TWSE & TPEx
Listed Companies
Yes No
Summary and Explanation
(6) Directors and Supervisors Continuing Education: Please refer to the company's
2024 annual report (Section Ten).
(7) Implementation of Risk Management Policies and Risk Measurement Standards:
The company has established various internal regulations and conducts risk
management assessments.
(8) Implementation of Customer Policy: The company has established the "Code of
Business Conduct" to adhere to ethical business practices. Please refer to Section
Five of the company's 2024 annual report for an overview of operations.
(9) Purchase of Directors and Supervisors Liability Insurance: In 2024, the company
obtained directors and officers liability insurance coverage of USD 1 million. As of
the publication of the annual report, the coverage has not expired. The renewal
process will be completed before the expiration in June 2025, and important details
of the insurance will be submitted to the upcomingboard of directors meeting.
9. please provide an explanation of the improvements made based on the recent corporate governance evaluation published by the Corporate Governance Center of
Taiwan Stock Exchange, and propose priority areas and measures for further enhancement where improvements have not yet been made: The company is
continuously addressing relevant matters and measures based on the corporate governance evaluation results and in accordance with the Corporate Governance
Best Practice Principles.

41

(5) Composition, Responsibilities, and Utilization of the Remuneration Committee:

(1) Compensation Committee Membership Details

March 31, 2024 March 31, 2024
itions
Identity
(Note 1)
Cond
Name
Professional Qualifications and
Experience (Note 2)
Independence Status (Note 3) Number of members
who are also members
of the compensation
committee of other
public corporations.
Independent
Director
Convener
Lin, Ruey-Tou Department of Business Administration,
Tamkang University
Legislators
Taipei City Councilor
Independence status
All three positions have no circumstances as
described in Note 2. Furthermore, they have
obtained a declaration of independence
from independent directors, confirming
their compliance with the legal
requirements for independence (at the time
of appointment and duringtheir term).


None
Independent
Directore
Maa, Kwo-Juh Master's degree in Accounting from
National Chengchi University.
Passed the Certified Public Accountant
(CPA) Examination in Taiwan.
Chief Consultant at KPMG.
CEO at KPMG Taiwan.
Chairman and CEO at KPMG Taiwan.
President of the Corporate Governance
Professionals Association, a non-profit
organization
Wisdom Marine Group Independent
Director Independent Director
Pontens Semiconductor co.,Ltd.
Independent Director Independent Director
Chih Yeh ConsultancyLimited CEO.
Independence status
All three positions have no circumstances as
described in Note 2. Furthermore, they have
obtained a declaration of independence
from independent directors, confirming
their compliance with the legal
requirements for independence (at the time
of appointment and during their term).


2 companies

42

Independent
Director
Lee, Shiue-Chen Tamkang University, Department of
Accounting
Audit Manager at KGMP United
Accounting Firm.
Finance and Accounting Manager at Pao Lai
Construction Co., Ltd.
Finance and Accounting Manager at Hong
Guo Group's affiliated business.
Deputy General Manager of Fulai
Construction Co.,Ltd.

Independence status
All members of the Compensation
Committee meet the independence criteria
as specified in Note 2. They have also
obtained a declaration from the
Compensation Committee members
confirming their compliance with the legal
requirements for independence during their
appointment and tenure.
None
  • Note 1: For relevant work experience, professional qualifications, experience, and independence status of Compensation Committee members, please refer to the information provided in "Directors and Supervisors Data (1)."

  • Note 2: Independence criteria include but are not limited to the following: whether the Compensation Committee member, their spouse, or relatives within the second degree of kinship serve as directors, supervisors, or employees of the company or its related enterprises; whether the member, their spouse, or relatives within the second degree of kinship (or through the use of others' names) hold shares in the company and the proportion of such holdings; whether they serve as directors, supervisors, or employees of specific related companies with the company (as defined in Article 6, Paragraph 1, Subsections 5-8 of the Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Listed and OTC Companies); and the remuneration received for providing business, legal, financial, accounting, or other services to the company or its related enterprises in the past two years.

(2) Duties of the Compensation Committee:

Legal basis: Article 4 and Article 5 of the "Organizational Regulations of the Compensation Committee" of the company.

According to Article 4 of the regulations:

  • The committee shall faithfully fulfill the following duties with the care of a good manager and submit its recommendations to the Board of Directors for discussion:

  • Establish and regularly review the performance evaluation criteria for directors, supervisors, and managers, as well as the annual and long-term performance objectives, compensation policies, systems, standards, and structures. Disclose the content of the performance evaluation criteria in the annual report.

  • Conduct regular evaluations and set performance targets for directors, supervisors, and managers. Based on the evaluation results

43

derived from the performance evaluation criteria, determine the content and amount of their individual compensation. The annual report should disclose the individual performance evaluation results of directors and managers, as well as the content, amount, relevance, and reasonableness of individual compensation in relation to the evaluation results, and report them at the shareholders' meeting.

The term "compensation" referred to in the above provisions includes cash compensation, stock options, bonus shares, retirement benefits or severance pay, various allowances, and other substantial incentive measures. Its scope should be consistent with the matters to be disclosed in the guidelines for items related to remuneration of directors, supervisors, and managers of publicly listed companies.

According to Article 5, the principles for fulfilling the duties are as follows:

  1. The performance evaluation and compensation of directors, supervisors, and managers should reference the customary levels of the industry and consider the reasonable correlation with individual performance, company's operating performance, and future risks.

  2. Directors and managers should not be encouraged to engage in activities that exceed the company's risk tolerance in pursuit of compensation.

  3. The proportion of short-term performance-based bonuses and the timing of variable compensation payments for directors and senior executives should be determined taking into account the industry characteristics and the nature of the company's business.

  4. The content and amount of compensation for directors and managers should be reasonable and considerate. The determination of directors' and managers' compensation should not significantly deviate from the financial performance. If there is a significant decline in profits or long-term losses, the annual compensation should not be higher than the previous year. If it is still higher than the previous year, a reasonable explanation should be disclosed in the annual report and reported at the shareholders' meeting.

  5. When discussing the recommendations of the remuneration committee, the board of directors should consider various factors, including the amount, payment methods, and future risks of compensation.

  6. If the board of directors does not adopt or modifies the recommendations of the remuneration committee, it must be approved by a two-thirds majority of the directors present at the meeting, with the agreement of a majority of the attending directors. The resolution should comprehensively consider and specifically explain whether the adopted remuneration is better than the recommendations of the remuneration committee.

  7. If the remuneration approved by the board of directors is better than the recommendations of the remuneration committee, the differences and reasons should be recorded in the minutes of the board of directors' meeting. Furthermore, within two days from the

44

date of the board's approval, the company should make an announcement and report the information on the designated information disclosure website of the competent authority.

  1. For matters related to the compensation of directors and managers of subsidiary companies that require approval from the board of directors of the parent company due to the hierarchical responsibility of the subsidiary companies, the remuneration committee of the parent company should submit recommendations to the board of directors for discussion.

  2. (3) Information about the Operation of the Compensation Committee

1.The Company has 3 members of the Compensation Committee.

2. Current term of the committee: July 6, 2022, to June 22, 2025. In the most recent fiscal year, the remuneration committee held 4 meetings

  • (A), and the qualifications and attendance of the committee members are as follows:
Job Title Name Number of attendance
in person (B)
Delegated attendance
count
Rate of attendance in
person (%)
(B/A)
(Note)
Remarks
Convener Lin, Ruey-Tou 3 1 75%
Committee
member
Maa, Kwo-Juh 4 0 100%
Committee
member
Lee, Shiue-Chen 4 0 100%
Other items that shall be recorded:
1. If the Board of Directors rejects or amends the suggestions of the Compensation Committee, the date, session number, proposal content, results of
Board resolution, and the Company’s handling of Compensation Committee’s opinions should be recorded in details (e.g., where the compensation
approved by the Board is higher than the compensation suggested by the Compensation Committee, the difference and reasons should be detailed):
None.
2. If any Committee member has objections and/or reservations with the resolutions of the Compensation Committee and such situations were
recorded or as written statements, the committee meeting date, session number, proposal content, all members’ opinions, and the handling of
opinions shall be documented in details: None.
3. If any Committee member has objections and/or reservations with the resolutions of the Compensation Committee and such situations were
recorded or as written statements, the committee meeting date, session number, proposal content, all members’ opinions, and the handling of
opinions shall be documented in details: None.
4. Discussions and Resolutions of the Remuneration Committee, and Company's Handling of Member Opinions:

45

Remuneration
Committee
MeetingDates
Content and Follow-up of the Proposal Handling of all remuneration
committee opinions and company
remuneration committee opinions
2024.01.10 Proposal for Setting the Remuneration of the Company's
Directors and Executive Officers.
Remuneration Committee Resolution:
The resolution was unanimously
approved by all committee members.
Company's Handling of
Remuneration Committee Resolution:
The resolution was approved by the
attending directors without any
objections, in accordance with the
recommendation of the Remuneration
Committee.
2024.03.15 Distribution of employee remuneration and director and
supervisor remuneration for the fiscal year 2023.
2024.08.14 Distribution of Directors’ Remuneration for Fiscal Year
2023.
2024.12.16 Proposal for Setting the Remuneration of the Company's
Directors and Executive Officers..

(4) Nomination Committee Member Information and Operation Status: The company has not established a Nomination Committee .

46

  • (6) The implementation of sustainable development and the differences with the sustainability practices guidelines of listed companies are as follows:
Item Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
1. Is the company established with a
governance framework for promoting
sustainable development, including the
establishment of dedicated personnel
responsible for driving sustainable
development initiatives, authorized by the
board of directors and supervised by the
board of directors?
v The company has not yet established such a framework but will
set up dedicated positions for promoting corporate social
responsibility when necessary.

Future compliance with
legal requirements will
be ensured.
2. Has the Company conducted risk
assessments on environmental, social, and
corporate governance issues related to its
operations, in accordance with the principles
of materiality, and established relevant risk
management policies or strategies?

v
1. The company has established the "Corporate Governance
Best Practice Principles" to ensure effective corporate
governance, promote sustainable environmental
development, and uphold social welfare. The "Insider
Trading Prevention Operational Procedures," "Code of
Conduct," and "Internal Control System" formulated by the
company are designed to implement risk management
policies. The content of these policies is developed in
compliance with relevant government regulations.
2. To enhance the management of corporate social
responsibility, the company has formed a committee
comprising personnel from different departments to promote
corporate social responsibility as part of their job
responsibilities. The Deputy General Manager of the
General Administration Department is responsible for
overseeing these initiatives and regularly reporting the
progress and effectiveness to the board of directors.
To fulfill our corporate social responsibility, one of our
subsidiaries entered the medical equipment field in 2020 to
contribute to public safety during the pandemic.

No difference found.

47

Item Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
3. Environmental issues
(1) Has the company established an
appropriate environmental management
system based on its industry
characteristics?
v (1) The company has obtained ISO 14001 certification for its
environmental management system, which effectively
prevents and controls environmental pollution while
improving energy efficiency.



No difference found.
(2) The company is committed to enhancing
energy efficiency and utilizing low-impact
renewable materials to minimize
environmental burdens.
v (2) In recent years, due to energy shortages and escalating
ecological damage, along with the increasingly severe
issue of global warming, the company has been
implementing various measures to promote energy
conservation and carbon reduction. This includes the
adoption of energy-saving equipment in offices,
advocating for energy-saving practices, encouraging
employees to conserve energy, and strengthening
resource utilization and recycling to reduce the impact on
the environment.









No difference found.

48

Item Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
(3) Has the company evaluated the potential
risks and opportunities of climate change on
its current and future operations, and taken
climate-related measures in response?

v
(3)The company evaluates the potential risks and opportunities
posed by climate change to its current and future operations
and takes corresponding measures to address climate-related
issues. The company continues to monitor the impact of
climate change on its business activities and invests in
pollution control equipment to reduce the environmental
impact of its operations. As a manufacturing company,
potential risks mainly include resource shortages, rising raw
material costs, unstable transportation demand, and threats
to employee safety from extreme weather conditions. These
factors could potentially affect the company. To mitigate
risks, the company not only stays informed about
international trends but also improves energy efficiency,
actively develops related products using green energy
technologies, reduces water and electricity consumption,
and adopts more efficientprocesses to lower operatingcosts.
















No difference found.

49

Item Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
(4) The company tracks greenhouse gas
emissions, water consumption, and total
waste weight over the past two years and
has developed policies for energy
conservation, carbon reduction, greenhouse
gas reduction, water conservation, and
waste management.
v (4) The company strives to meet the goal of low-carbon
manufacturing. In order to increase the use of renewable
energy, annual energy reduction measures are formulated
and reviewed every year. In addition, the waste recycling
rate can be improved by changing the use requirements of
raw materials. Starting from 2024, due to factors such as
electricity price adjustments by Taiwan Poewr Company,
increased costs for waste removal and treatment, and
higher water usage resulting from soil and groundwater
remediation projects at the factory, the Tucheng Plant has
implemented operational adjustments in response to
various environmental issues in order to achieve the goal
of sustainable corporate operations.
Greenhouse gas emissions: 1% reduction compared to
2023.
Carbon emission intensity: reduced by 1% compared with
2023.
Water consumption: increase of 55.6% compared with
2023.
Electricity consumption: 1% less than in 2023.
Waste: 21.05% less than in 2023.
No difference found.

50

Item Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
4. Social Issues
(1) The company has developed management
policies and procedures in accordance with
relevant laws and international human
rights conventions.



v
(1) The company complies with the International Bill of
Human Rights and national labor laws, and has
established employee "work rules" and a
labor-management committee. Important matters are
communicated and coordinated between labor and
management representatives, and regular assessments
and discussions on human rights issues are conducted to
safeguard the rights and interests of employees.
1. Employee Rights: The company ensures compliance
with legal requirements for employee labor
insurance, national health insurance, and retirement
pension contributions.
2. Insurance: The company has obtained public liability
insurance and employee group insurance.
3. Management Methods and Procedures: The company
has developed work rules and published them on
company bulletin boards and internal websites for
employees to adhere to.

No difference found.
(2) Has the company established and
implemented reasonable employee welfare
measures (including salary, vacation, and
other benefits), and appropriately reflected
business performance or results in employee
compensation?

v
(2) The company adheres to the Labor Standards Act and
relevant regulations to establish various salary and
benefits measures for employees. It provides competitive
welfare benefits to motivate employees, conducts regular
assessments, and distributes performance bonuses to
share the achievements of the company's operations.
No difference found.

51

Item Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
(3) The company provides a safe and healthy
working environment for employees and
regularly conducts safety and health
education.



v
(3) The company conducts annual employee health checks
and provides counseling for employees on psychological
issues by physicians. It regularly organizes fire safety
training and implements safety personnel to ensure a
secure working environment. The company conducts
regular inspections of safety precautions in the work
environment. Through continuous education and training,
as well as employee awareness, unsafe behaviors leading
to accidents are reduced. The company promotes a
smoke-free working environment to enable employees to
work in a comfortable and healthy atmosphere. It
regularly maintains and disinfects water supply facilities.
In case of natural disasters or accidents caused by human
error, the company conducts periodic fire/earthquake
drills to ensure that employees are well-prepared and
capable of handling emergencies according to the
contingency plans, minimizing the impact on employees.
Additionally, the company provides group insurance for
employees, ensuring appropriate medical coverage in
case ofwork-related injuries.

No difference found.
(4) The company establishes an effective
career development and training plan for
employees.
v (4) To promote employees' career development, the company
regularly conducts internal or external training programs
to enhance their professional capabilities.
No difference found
(5) With regard to issues such as customer
health and safety, customer privacy,
marketing and labeling related to products
and services, does the company comply
with relevant laws and international
standards, and develop relevant policies
and complaint procedures to protect
consumer or customer rights?







v
(5) The company values customer feedback and provides
channels for customers to contact them, such as
dedicated product contact points and email addresses.
They also have a dedicated section for stakeholders to
submit inquiries, complaints, or suggestions. The
company upholds ethical and integrity principles and
ensures appropriate handling and feedback to safeguard
customer rights.
No difference found.

52

Item Implementation Status Implementation Status Implementation Status The Reason of Departure
from
the
Corporate
Governance Best Practice
Principles for TWSE &
TPEx Listed Companies
Yes No Summary and Explanation
(6) Has the company established a supplier
management policy, requiring suppliers to
follow
relevant
regulations
on
environmental protection, occupational
safety and health, or labor rights, and
implemented such policy?





v
(6) The company has a supplier evaluation method that
requires suppliers to meet the company's requirements
for product safety and ethical standards. It encourages
suppliers to enhance their social and environmental
responsibilities, including compliance with labor rights,
health and safety standards, environmental protection,
and ethical norms. By working together with suppliers,
the company strives for sustainable development and
improves corporate social responsibilityefforts.
No difference found.
5. Has the company referred to internationally
recognized standards or guidelines for
preparing non-financial reports such as
sustainability
reports?
Has
the
aforementioned
report
obtained
a
confirmation or assurance opinion from a
third-party verification agency?





v The company complies with the requirements and regulations
of the competent authorities and relevant laws in fulfilling its
corporate social responsibility. The company has established a
dedicated section on its website for corporate social
responsibility, where relevant information will be disclosed,
including on the company's website and public information
disclosure platforms.






The company has not yet
prepared
a
corporate
responsibility report. The
decision to compile such a
report will be based on the
company's
development
needs
and
regulatory
requirements.
6. If the company has established its own sustainability guidelines based on the "Practical Guidelines for Sustainable Development of Listed and OTC
Companies," please describe how they differ from the operational guidelines established.
The company has not yet established a corporate social responsibility (CSR) code, therefore this item is not applicable. However, the company actively
promotes various social responsibilities and is committed to complying with the requirements outlined in the "Guidelines for Corporate Social
ResponsibilityPractices of Listed and Over-the-Counter Companies."

53

Implementation Status The Reason of Departure
from
the
Corporate
Item Governance Best Practice
Yes No Summary and Explanation Principles for TWSE &
TPEx Listed Companies
  1. Other important information to understand the execution of sustainable development:

The company has formulated product environmental protection specifications to control products without hazardous substances. It has obtained ISO 14001: 2015 Environmental Management System Certification. The production of products complies with the EU ROHS requirements and incorporates halogen-free design., and plan to obtain ISO 45001:2018 (formerly OHSAS 18001) occupational safety and health management system certification. In terms of greenhouse gas management, the company has currently implemented a self-inspection of carbon emissions. In the future, it will cooperate with the government's requirements to implement ISO 14064 greenhouse gas emission verification/confirmation to promote corporate social responsibility and continue to meet the technical requirements of environmental protection of customer products.

(7) If the company has established corporate governance guidelines and related regulations, the inquiry methods should be disclosed. The company's website provides an "Information Disclosure" section where stakeholders can access and download relevant regulations, including corporate governance practices, code of conduct, ethical guidelines, and important board decisions. The website address is http://www.rectron.com.tw.

54

(8) Climate-related information of TWSE/ TPEx Listed companies

Implementation status of climate-related information

Item Implementation Status
1.Describe board and management oversight and governance of
climate-related risks and opportunities.
The company's board of directors continues to pay attention to the
operational risks and business opportunities derived from climate change,
so it will take climate change issues into consideration. If major capital
investments are considered, priority will be given to energy conservation,
carbon reduction and green energy for evaluation. The company's
management continues to support the company in implementing energy
conservation, water conservation, waste reduction and greenhouse gas
reduction management.
2.Describe how the identified climate risks and opportunities impact the
company's business, strategy and finances (short-term, medium-term,
long-term)
Short-term impact : At present, based on the Sustainable Development
Roadmap for TWSE/TPEx listed companies, future carbon tax collection
and related regulations or future suppliers' requirements for GHG reduction
are regarded as major risk items, and the Company's productsare currently
not within the scope of management regarding carbon tax or mandatory
carbontrading. However, in case our products are to be required to pay
additional carbon tax in the future,the main impact will be an increase in
production costs.
Medium-term impact: Product raw material costs increase, and the
consumer market shifts to low-carbon products. In the future, the company
will focus on low-carbon reduction control and water-saving processes to
effectively control product costs and win market orders for low-carbon
products.
Long-term impact: The ESG ratings will influence the willingness of
investors and banks to raise funds. Customers’ requirements for ESG and
their innovative ability to develop new low-carbon and low-energy
products have increased. The company will implement ESG governance
and invest in the long-term development of low-carbon products based on
the company’s sustainable business goals. Strive for more business
opportunities.
3. Describe the financial impact of extreme climate events and transition
actions.
Due to the impact of extreme climate on the average temperature of the
city,summers are hot,which increases air conditioningenergy

55

consumption and electricity bills. In recent years, as the technology
industry continues to expand factories and increases water demand, there
will be hidden dangers of water shortage. Our company's current process
water demand The volume is not large, but an emergency response plan has
still been established.
4. Describe how climate risk identification, assessment and management
processes are integrated into the overall risk management system.
There is no climate change risk management procedure established at the
moment.
5. If scenario analysis is used to assess resilience to climate change risks,
the scenarios, parameters, assumptions, analysis factors and main financial
impacts used should be described.
A scenario analysis evaluation has not yet been used and will be considered
for future development subject to the extent of the impact of climate
change on theCompany.
6. If there is a transformation plan to manage climate-related risks, describe
the content of the plan, and the indicators and goals used to identify and
managephysical risks and transformation risks.
There is no transformation plan to address climate-related risks at the
moment.
7. If internal carbon pricing is used as a planning tool, the basis for setting
the price should be stated.
As of now, carbon pricing has not been utilized as a planning tool
internally, and will be considered in the future based on the evaluation of
the extent of the climate change impacts and relevant regulations.
8. If climate-related goals are set, the activities covered, the scope of
greenhouse gas emissions, the planning schedule, annual achievement
progress and other information should be explained; if carbon offsets or
renewable energy certificates (RECs) are used to achieve relevant goals, the
information should be explained. Source and quantity of offset carbon
reduction credits orquantityof renewable energycertificates(RECs)
No climate-related goals have been set at this time, and consideration will
be given to the development of overall climate risks and opportunities in
the future.
9.Greenhouse gas inventory and assurance, reduction targets, strategies and
specific action plans (fill in 1-1 and 1-2 separately)
In accordance with the "Sustainable Development Roadmap" published by
the Financial Supervisory Commission in March 2022, the Company is
classified as a TWSE/TPEx listed company with a paid-in capital of less
than NT$5,000 million. The individual companies shall complete the
inventory in 2026 and the verification in 2028, whilst the subsidiaries
within the consolidated statements shall complete the inventory in 2027
and the verification in 2029. The Company will continue to control the
implementation of GHG inventory and verification, as well as the
disclosure of GHG emissions, in accordance with the guidelines and
regulations issued bythe competent authorities.

56

1-1 Company greenhouse gas inventory and confirmation status in the last two years

1-1-1 Greenhouse gas inventory information

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

No inventory has been conducted yet, and the Company is required by the "Sustainable Development Roadmap" to complete an inventory of individual companies by 2026.

1-1-2 Greenhouse Gas Confirmation Information

Describe the confidence situation in the last two years as of the publication date of the annual report, including the scope of the confidence, the organization of the confidence, the criteria for the confidence and the opinion of the confidence.

The Company has not yet conducted the assurance process, and it is required by the "Sustainable Development Roadmap" that the assurance process should be completed by 2028 for individual companies.

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

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

The Company has not yet set the base year and data, reduction targets, strategies and concrete action plans, and will establish and implement them in accordance with the "Sustainable Development Roadmap" issued by the Financial Supervisory Commission in March 2022 in a sequential manner.

57

(9) The company's compliance with ethical business practices and measures:

The company has established the "Internal Handling Procedures for Material Non-public Information" and disseminated it to all employees for their compliance and awareness.

for their compliance and awareness.
Disclosure of compliance with the principles of integrity
management and differences and reasons from the best practice
guidelines for integrity management of listed and OTC
companies.Item


Operational Status
Departure from the Ethical
Corporate Management Best
Practice Principles for
TWSE & TPEx Listed
Companies,and reasons
Yes No Summary and Explanation
1. Formulating Policies and Plans for Ethical Corporate
Management
(1) Has the company established a policy of ethical
management approved by the board of directors and clearly
stated the policy and practices of ethical management in
regulations and external documents, and has the board of
directors and senior management actively implemented the
commitment to the management policy?
(2) Has the company established a risk assessment mechanism
for dishonest behavior, regularly analyzed and evaluated
business activities with higher risk of dishonest behavior
within its scope of business, and formulated measures to
prevent dishonest behavior, covering at least preventive
measures for each item in Article 7, Paragraph 2 of the
"Code of Conduct for Integrity in Listed and OTC
Companies"?

v
v
(1) To promote and advocate for ethical behavior, the
company has established the "Code of Conduct" and
"Ethical Behavior Standards," which are disclosed on
the Public Information Observation System and the
company's website. All employees receive guidance on
the company's core values and compliance with the
system. The company also requires stakeholders who
have business dealings with the company, such as
suppliers and contractors, to adhere to the same ethical
standards as company employees.
(2) In order to ensure the implementation of integrity
practices, the company has established effective
accounting and internal control systems. Internal
auditors regularly assess compliance with these
systems and implement relevant preventive measures
for activities that pose higher risks of dishonest
behavior, as outlined in Article 7, Section 2 of the
"Integrity Practices for Listed Companies and
Over-the-Counter Companies," or other business
activities within the scope of operations. The company
has also formulated the "Internal Handling of Material
Information and Prevention of Insider Trading
Guidelines," "Code of Conduct," and "Ethical
Behavior Standards," which are published on the
company's website for compliance.
Additionally, the company has an internal reporting
system in place for employees and relevant individuals
to report any improper conduct, and designated
managementpersonnel handle such reportspersonally.


























No difference found.

58

Disclosure of compliance with the principles of integrity
management and differences and reasons from the best practice
guidelines for integrity management of listed and OTC
companies.Item


Operational Status


Operational Status


Operational Status
Departure from the Ethical
Corporate Management Best
Practice Principles for
TWSE & TPEx Listed
Companies,and reasons
Yes No Summary and Explanation
(3) Has the company clearly defined operating
procedures, behavioral guidelines, disciplinary
measures for violations, and appeal procedures in its
plan to prevent dishonest behavior, and implemented
and periodically reviewed and revised the
aforementioned plan?
v (3) To prevent any dishonest behavior, unauthorized
information disclosure, ensure consistency and
accuracy in the company's external
communications, and strengthen the prevention
of insider trading, the company has developed
the "Code of Conduct" and the "Internal
Handling of Material Information and Prevention
of Insider Trading Guidelines." All employees
are required to refrain from engaging in activities
that may involve conflicts of interest or potential
conflicts of interest, and important personnel and
senior executives must regularly report their
compliance with these guidelines. The company
requires suppliers or other collaborators to
refrain from engaging in any illegal business
activities and from providing improper benefits
or bribes to companyemployees.


No difference found.

59

Disclosure of compliance with the principles of integrity
management and differences and reasons from the best practice
guidelines for integrity management of listed and OTC
companies.Item


Operational Status


Operational Status


Operational Status
Departure from the Ethical
Corporate Management Best
Practice Principles for
TWSE & TPEx Listed
Companies,and reasons
Yes No Summary and Explanation
2. Implementation of Ethical Corporate Management
(1) Does the company evaluate the integrity records of its
business counterparts and include clauses on ethical
conduct in contracts signed with them?
(2) Has the company established a dedicated unit under
the Board of Directors to promote corporate integrity
and reports regularly (at least once a year) to the
Board of Directors on its integrity management
policy, measures to prevent dishonest behavior, and
the monitoring and implementation status?
(3) Has the company formulated a policy to prevent
conflicts of interest, established appropriate channels
for reporting, and ensured its implementation?
(4) Does the company have effective accounting and
internal control systems in place to implement
corporate integrity, and does the internal audit unit
develop relevant audit plans based on the assessment
of the risk of dishonest behavior, and use them to
verify compliance with anti-dishonesty behavior
plans, or commission accountants to conduct audits?
(5) Does the company regularly conduct internal and
external education and training on ethical corporate
management?

v
v
v
v
v
(1) The company requires its business counterparts,
such as suppliers or other collaborators, to adhere
to the same ethical standards as the company's
management and employees.
(2) The company's Board of Directors appoints
dedicated managers and internal audit teams to
vigorously promote corporate integrity from
different levels and perspectives. Any abnormal
circumstances will be promptly reported to the
Board of Directors.
(3) The company has an internal reporting system in
place, allowing employees and related
individuals to report any improper professional
conduct, which is then handled personally by
designated management personnel.
(4) The company has designed internal control
systems for operational procedures with potential
higher risks of dishonest behavior. The internal
audit team implements annual audit plans based
on risk assessments and submits audit reports to
the Board of Directors.
(5) The company's "Code of Conduct" is not only
disclosed in the "Corporate Governance" section
of the company's website but also regularly
communicated within the company to ensure that
every employee understands and complies with
it.



No difference found.

60

Disclosure of compliance with the principles of integrity
management and differences and reasons from the best practice
guidelines for integrity management of listed and OTC
companies.Item


Operational Status


Operational Status


Operational Status
Departure from the Ethical
Corporate Management Best
Practice Principles for
TWSE & TPEx Listed
Companies,and reasons
Yes No Summary and Explanation
3. Implementation of the Company's Whistleblowing
System
(1)Does the company have a specific whistleblowing and
reward system, a convenient whistleblowing channel,
and appropriate personnel assigned to handle the
whistleblowing?
(2)Has the company established standard operating
procedures for investigating reported matters,
including the actions to be taken after the
investigation and relevant confidentiality measures?
(3) Does the company take measures to protect the
whistleblower against inappropriate disciplinary
actions?




v
v
v
(1) The company has already established an internal
reporting system that allows employees and
relevant individuals to report any improper
professional conduct. Any behavior that violates
our code of ethics will be strictly disciplined
according to the company's disciplinary
measures, including termination of employment
and legal actions.
(2) In accordance with Article 19 of our "Code of
Conduct," we have established an internal
reporting mechanism that operates based on
confidentiality principles for conducting
investigation procedures.
(3) In accordance with Article 19 of our "Code of
Conduct," we ensure the confidentiality of the
whistleblower's identity and the reported content.
Whistleblowers are protected from any improper
treatment as a result of their reports.

No difference found.
4. Enforcing Information Disclosure
Does the company disclose the content of its integrity
management guidelines and their implementation
effectiveness on its website and the public
information platform?
v The company places integrity management-related
regulations and promotional information on its
website and internal resources for employees to
access at any time. The annual reports published on
the website provide detailed information on integrity
management.
No difference found.

61

Disclosure of compliance with the principles of integrity
management and differences and reasons from the best practice
guidelines for integrity management of listed and OTC
companies.Item


Operational Status


Operational Status


Operational Status
Departure from the Ethical
Corporate Management Best
Practice Principles for
TWSE & TPEx Listed
Companies,and reasons
Yes No Summary and Explanation
5. If the company has its own Code of Ethical Corporate Management in accordance with the “Ethical Corporate Management Best Practice Principles
for TWSE & TPEx Listed Companies,” please describe any departure from the code in its operation:
In addition to the "Integrity Management Guidelines" and "Code of Ethics," the company has also incorporated relevant regulations in its "Work
Rules." The company, guided by principles of integrity, transparency, and accountability, establishes sound corporate governance and risk
management mechanisms to create a sustainable operating environment.
To ensure the effective management of integrity operations, the company has assigned a dedicated unit responsible for policy development,
prevention plans, and overseeing their implementation. This unit regularly reports to the board of directors. The company has clearly stated its
integrity management policies and practices, as well as the commitment of the board of directors and management to actively implement these
policies. There have been no significant deviations from the establishedguidelines.
6.Other important information that helps to understand the operation of the company's business integrity (such as the company's review and revision of
its established code of conduct for business integrity, etc.):
(1) The company complies with company law, securities trading law, commercial accounting law, relevant regulations for listed and OTC
companies, and other applicable business laws and regulations as the basis for implementing integrity management.
(2) To establish a robust internal system for processing and disclosing significant information, prevent improper information leakage, ensure
consistency and accuracy in external information disclosures, and strengthen the prevention of insider trading, the company has developed the
"Internal Handling and Prevention of Insider Trading Management Regulations." These regulations specify the guidelines for directors,
executives, and employees in handling significant internal information. The "Code of Ethics" of the company prohibits directors and executives
from seeking personal gains through the use of company assets, information, or their positions. Additionally, to ensure the implementation of
integrity management, the company has established effective accounting and internal control systems. The internal audit department conducts
regular audits to assess compliance with these systems. For business activities that pose a higher risk of dishonest behavior under Article 7,
Paragraph 2 of the "Integrity Management Guidelines for Listed and OTC Companies" or within the company's scope of operations, relevant
preventive measures have been implemented. In conclusion, the company has implemented the provisions of the "Integrity Management
Guidelines for Listed and OTC Companies."

(10) Other significant information that enhances understanding of the company's corporate governance practices: None.

62

(11) Continuing Education of Directors and Supervisors for the year 2024:

Job Title Name Date of
Education
Organizer Course Name Study
Hours
Chairman Lin, I-Chin 2024/07/18 Securities and Futures
Institute
Crisis Warning – Key
Financial Indicators.
6 hours
Director Lin, Weng-Teng 2024/04/23 Accounting Research
and Development
Foundation, Republic
of China
Legal Liabilities and Case Anal
to Corporate Control Disputes.
3 hours
Director Pan, Hsin-Jen 2024/07/18 Securities and Futures
Institute
Crisis Warning – Key
Financial Indicators.
6hours
Director Liu,Feng-Ching 2024/09/19 Securities and Futures
Institute
Sustainable Supply Chain
Strategies Under Intensifying
Global Risks
3 hours
2024/09/27 Securities and Futures
Institute
The Information and
Communication Security
Management Act and Penalty
Cases Issued by the Three
Major Financial Regulators
3 hours
Director Lin, Jui-Ping 2024/11/06 Accounting Research
and Development
Foundation, Republic
of China
Practical Approaches to
Corporate Fraud Investigations
and Case Studies.

6 hours
Independent
Director
Maa, Kwo-Juh 2024/06/18 National Federation of
Certified Public
Accountants
Associations, Republic
of China
(Taipei) International Trends
and Practices in Anti-Money
Laundering.
3 hours
2024/10/11 Chinese Corporate
Governance
Association (CCGA)
How the Board and Senior
Executives Should Review
Sustainability Reports: ESG
Disclosure Guidelines.
3 hours
2024/12/17 Taipei Bar Association 2024 Corporate Governance
Forum-Group Enterprise
Governance Seminar.
3 hours
Independent
Director
Lin, Ruey-Tou 2024/04/23 Accounting Research
and Development
Foundation, Republic
of China
Legal Liabilities and Case
Analysis Related to Corporate
Control Disputes.
3 hours
Independent
Director
Lee, Shiue-Chen 2024/06/07 Accounting Research
and Development
Foundation, Republic
of China
Legal Liabilities of Employee
Fraud and Internal Control &
Audit Practices.
6 hours
Independent
Director
Chang, Chia-Jung 2024/09/26 Securities and Futures
Institute
Elements of Offense in Breach
of Fiduciary Duty and Special
Breach of Trust Committed by
Directors and Supervisors.
3 hours
2024/10/04 Securities and Futures
Institute
Case Study on Corporate
Financial Statement Fraud
3 hours

(12) Manager's Participation in Governance-Related Training and Education:

Job Title Name Date of
Education
Organizer Course Name Study
Hours
General
Manager
Lin,
I-Chin
2024/07/18 Securities and Futures
Institute
Crisis Warning – Key
Financial Indicators.
6 hours

63

Corporate
Governance
Officer
Corporate
Governance
Officer
Lin,
Jui-Ping
Lin,
Jui-Ping
2024/07/18 2024/07/18 Accounting Research and
Development Foundation,
Republic of China
Accounting Research and
Development Foundation,
Republic of China
Latest Revisions to the
'Internal Control System
Handling Guidelines' and
Practical Approaches to
Legal Compliance in
Internal Audit and
Internal Control for
Financial Statement
Preparation.
6 hours
2024/12/14 Accounting Research and
Development Foundation,
Republic of China
Corporate Financial
Information Preparation
and Internal Control
Standards..
3 hours
2024/12/17 Accounting Research and
Development Foundation,
Republic of China
Preparation and
Supervision of
Sustainability Report
Compilation.
3 hours
(13) Employee Training and Development:
The average training hours per employee in our company for the year 2024 was 7 hours.
The training courses were categorized into three major types, and their execution status is as follows:
Course Categories
Shift
Total Number
of Participants
Total Training
Hours
Remarks
Financial
3
3
24
Management
7
7
42
Environment,
Health,andSafety
2
2
12
Total
12
12
78
Course Categories Shift Total Number
of Participants


Total Training
Hours
Remarks
Financial 3
3

24
Management 7
7

42
Environment,
Health,andSafety
2
2

12
Total 12
12

78

(14) Information on personnel responsible for financial transparency and their relevant licenses as specified by

the competent authority:

mpetent authority:
License Number(personnel holding the
licenses)
Internal
Audit
Financial
Basic Internal Control Competency
Test

1

(15) Procedures for handling significant information

The company has established procedures related to major information processing operations. The responsible unit will regularly notify relevant peer-level supervisors to remind them whether there is any major information that needs to be disclosed in accordance with the law, and inform them of relevant regulations. In addition, in order to ensure that colleagues and manager-level directors are aware of and comply with relevant regulations, the company has formulated "Insider Trading Prevention Measures." In order to reduce the risk of insider trading, the company regularly conducts education and training for company executives and colleagues, and provides relevant educational and promotional articles to help colleagues understand the relevant regulations.

64

  • (16) Disclosure of the implementation status of internal control system

1. Internal Control Statement

RECTRON LTD. Internal Control System Statement

Date: March 11, 2025

Based on the results of self-assessment, the Company hereby declares the following regarding its internal control system for the year 2024:

  1. It is the responsibility of the Board of Directors and Managers of the Company to establish, implement and maintain the internal control system, which the company has established. The purpose of the system is to achieve the goals of effectiveness and efficiency in operations (including profitability, performance, and safeguarding of assets), reliable reporting with timeliness, transparency, and compliance with relevant regulations and laws, providing reasonable assurance.

  2. The internal control system has its inherent limitation, no matter how perfect the design is, the effective internal control system can only provide reasonable assurance for the above three objectives; moreover, the effectiveness of the internal control system may change with the change of environment and situation. However, the internal control system of the Company is provided with a self-monitoring mechanism, and the company will take corrective actions once the absence is identified.

  3. The Company shall judge whether the design and implementation of the internal control system are effective or not according to the judgment items of the effectiveness of the internal control system stipulated in the "Guidelines for the Establishment of Internal Control System by Public Owned Corporations" (hereinafter referred to as " Handling Guidelines"). The internal control system assessment criteria adopted in the "handling guidelines" are based on the management control process, which divides the internal control system into five components: 1. Control Environment, 2. Risk Assessment, 3. Control Activities, 4. Information and Communication, and 5. Monitoring Activities. Each component includes a number of items. For the foregoing items, please refer to the provisions of "Handling Guidelines".

  4. The Company has adopted the above internal control system assessment criteria to evaluate the effectiveness of the design and implementation of the internal control system.

  5. Based on the assessment results mentioned above, the Company believes that its internal control system as of December 31, 2024 (including the supervision and management of subsidiaries) is effectively designed and implemented to understand the degree of achieving operational effectiveness and efficiency goals, provide reliable, timely, transparent, and compliant reporting, and reasonably ensure the achievement of the aforementioned goals.

  6. This statement will become a major part of the Company's annual report and public disclosure. If any of the contents disclosed above is found to be false, with concealment or other illegal matters, it will involve legal liabilities under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  7. This statement has been approved by the Board of Directors of the Company on March 11, 2025. Among the 9 directors present, there were no objections, and all agreed with the content of this statement. This statement is hereby declared.

RECTRON LTD.

Chairperson: Lin, I-Chin

General Manager: Lin, I-Chin

65

  1. The Company has not commissioned an accountant to conduct a special review of the internal control system: None.

  2. (17) In the most recent fiscal year and up until the date of printing this annual report, there have been no penalties imposed on the Company or its insiders in accordance with the law, and there have been no major deficiencies or improvements related to penalties imposed by the Company on its insiders for violations of internal control system provisions: None.

  3. (18) Important resolutions of the shareholders' meeting and the board of directors for the most recent fiscal year up to the date of printing of the annual report:

  4. 1.Important resolutions and matters discussed at the 2023 regular shareholders’ meeting (June 16, 2023): Attendance: Directors Lin I-Chin, Directors Pan Hsin-Jen, Directors Lin Jui-Ping and Directors Liu

Feng-Ching.

Feng-Ching.
Acknowledged matter Acknowledge the result Execution situation
(1)2023 annual operating
report and financial
statements (including
consolidated financial
statements) case
The voting results of this proposal:
Attendance of voting shareholders
97,623,897 voting rights.
Votes in favor 96,902,027 voting
rights.Votes against 83,717 voting
rights.Invalid votes 0 voting
rights.Abstentions/Not voted 638,153
voting rights.
The voting results for this case are as
follows: in favor votes account for
99.26% of the voting rights present at
the shareholders' meeting. The original
proposal is passed according to the
votingresults.
The resolution has been
fully executed according
to the decision
(2) The distribution of
earnings for the fiscal
year 2023
The voting results of this proposal:
Attendance of voting shareholders
97,623,897 voting rights.
Votes in favor 96,901,708 voting rights.
Votes against 83,717 voting rights.
Invalid votes 0 voting
rights.Abstentions/Not voted
638,472voting rights.
The voting results for this case are as
follows: in favor votes account for
99.37% of the voting rights present at
the shareholders' meeting. The original
proposal is passed according to the
voting results.
The resolution has been
fully executed. The
ex-dividend date for the
distribution has been set
as July 20 2024, and the
cash dividend will be
distributed on July 31,
2024

66

Matters for Discussion Result of discussion Result of implement
(1)To Amend
Regulations
Governing
Endorsements and
Guarantees.
The voting results of this proposal:
Attendance of voting shareholders
97,623,897 voting rights.
Votes in favor 96,897,389 voting
rights.Votes against 84,036voting
rights.Invalid votes 0 voting
rights.Abstentions/Not voted
642,472voting rights.
The voting results for this case are as
follows: in favor votes account for
99.25% of the voting rights present at
the shareholders' meeting. The original
proposal is passed according to the
votingresults.
Handled in accordance
with the revised rules.
(2)To Amend Regulations on
Lending Funds to Others.
The voting results of this proposal:
Attendance of voting shareholders
97,623,897 voting rights.
Votes in favor 96,897,389 voting
rights.Votes against 84,036voting
rights.Invalid votes 0 voting
rights.Abstentions/Not voted
642,472voting rights.
The voting results for this case are as
follows: in favor votes account for
99.25% of the voting rights present at
the shareholders' meeting. The original
proposal is passed according to the
votingresults.
Handled in accordance
with the revised rules.
(3) To Amend Convention
Rules for Shareholders
Meetings.
The voting results of this proposal:
Attendance of voting shareholders
97,623,897 voting rights.
Votes in favor 96,901,389 voting
rights.Votes against 84,036voting
rights.Invalid votes 0 voting
rights.Abstentions/Not voted
638,472voting rights.
The voting results for this case are as
follows: in favor votes account for
99.25% of the voting rights present at
the shareholders' meeting. The original
proposal is passed according to the
votingresults.
Handled in accordance
with the revised rules.

67

  1. Important resolutions of the board of directors in the most recent year and as of the publication date of the annual report:
Meeting date Important decisions of the Board of Directors
19th session
12th time
2024.01.10
(1)Approval of the The Company's Tucheng Factory plans to renovate based on the
revitalized assets, and plans to sign a joint construction contract with a 100%
investment company.
(2)Approval of the Manager appointment case.
(3)Approval of the proposal to establish the remuneration plan for the directors and
executives of the company is submitted for resolution.
19th session
13th time
2024.03.15
(1)Approval of the Company's operating report and financial statements for the year
2023 are submitted for review.
(2)Approval of the Company's declaration on internal control system for the year 2023
is submitted for approval.
(3)Approval of the proposal to change the auditor is submitted for public resolution.
(4)Approval of the Assessment of the independence of visa accountants and accountant
fees in 2024, proposed for discussion
(5)Approval of the performance evaluation and self-assessment report of the board
members, board of directors, and functional committees for the year 2023 will be
presented for public review.
(6)Approval of the proposed amendment to the company's "Board Meeting Rules" is
submitted for discussion.
(7)Approval of the proposed amendment to the company's “Audit Committee Charter”
of the company will be presented for deliberation
(8)Approval of the proposed amendment to the company's "Shareholders' Meeting
Rules" is submitted for discussion.
(9)Approval of the proposed amendment to the company's "Endorsement and
Guarantee Procedures" is submitted for discussion.
(10)Approval of the proposed amendment to the company's "Operating Procedures for
Lending Funds to Others" is submitted for discussion.
(11)Approval of the Proposal for the distribution of profits for the fiscal year 2023 for
discussion.
(12)Approval of the 2023 cash dividend distribution case is proposed for discussion.
(13)Approval of the Proposal for the distribution of employee compensation and
director's remuneration for the fiscal year 2023 is submitted for discussion.
(14)Approval of the Proposal to establish matters related to the 2024 Shareholders'
Meeting is submitted for discussion.
(15)Approval of the Proposal to establish the acceptance period and venue for the
submission of proposals and nominations by shareholders holding 1% of the shares
for the 2024Shareholders' Meetingis submitted for discussion.
19th session
14th time
2024.05.14
(1) Approval of the financial statements for the first quarter of 2024 for the company
are submitted for review.

68

19th session
15th time
2024.08.14
(1) Approval of the financial statements for the second quarter of the company's fiscal
year 2024 will be presented for deliberation.
(2) Approval of the proposal to purchase Directors, Supervisors, and Managers'
liability insurance will be submitted to the Board of Directors for retrospective
approval.
(3) Approval of the 2023 director remuneration distribution case is proposed for
discussion.
(4) Approval of the application for loan quota by Panhsin Commercial Bank Huajiang
Branch was submitted for discussion
(5) Approval of the application for loan quota by First Bank was submitted for
discussion.
19th session
16st time
2024.09.02
(1) Approval of the proposed cash capital reduction by key subsidiary Zhejiang Rectron
Electronics Co., Ltd., in coordination with the group’s production and sales
allocation plan.
19th session
17nd time
2024.11.13
(1) Approval of the financial statements for the third quarter of 2024 are submitted for
review.
19th session
18nd time
2024.12.16
(1) Approval of the Proposal for the 2025 Operational Plan, to be put to a Shareholder
Vote.
(2) Approval of the proposed audit plan for the fiscal year 2025 is submitted for public
resolution.
(3) Approval of the Proposed amendment to the Company's "Internal Control System"
and "Internal Audit Implementation Regulations," for deliberation.
(4) Approval of the Taiwan Shin Kong Commercial Bank loan line renewal application
case, submitted for discussion.
(5) Approval for the adoption of the Company's 'Sustainable Development Best
Practice Principles.
(6) Approval of the proposal to establish the remuneration plan for the directors and
executives of the companyis submitted for resolution.

69

19th session
19rd time
2025.03.11
(1)Approval of the Company's operating report and financial statements for the year
2024 are submitted for review.
(2) Approval of the Company's declaration on internal control system for the year 2024
is submitted for approval.
(3) Approval of the Assessment of the independence of visa accountants and accountant
fees in 2025, proposed for discussion
(4)Approval of the performance evaluation and self-assessment report of the board
members, board of directors, and functional committees for the year 2024 will be
presented for public review
(5)Approval of the Company's proposed participation in the capital increase of its
equity-method investee, CHU-TING ENTERPRISE CO., LTD.
(6)Approval of the Proposal to amend certain articles of the company's "Articles of
Incorporation" for discussion.
(7)Approval of the Proposal for the distribution of profits for the fiscal year 2024 for
discussion.
(8)Approval of the 2024 cash dividend distribution case is proposed for discussion.
(9)Approval of the Proposal for the distribution of employee compensation and
director's remuneration for the fiscal year 2024 is submitted for discussion.
(10)Approval of the Proposal for the Comprehensive Re-election of All Directors
(11)Approval of the Proposed Nomination List of Director (Including Independent
Director) Candidates.
(12)Approval of the Proposal to Exempt Newly Elected Directors (Including
Independent Directors) and Their Representatives from Restrictions on Engaging
in Competitive Activities
(13)Approval of the Proposal to establish matters related to the 2025 Shareholders'
Meeting is submitted for discussion.
(14)Approval of the Proposal to establish the acceptance period and venue for the
submission of proposals and nominations by shareholders holding 1% of the shares
for the 2025 Shareholders' Meetingis submitted for discussion.

(19) In the recent fiscal year and up to the printing date of the annual report, there were no dissenting opinions, recorded statements, or written declarations from directors or supervisors regarding significant resolutions passed by the Board of Directors.

3. Information on Auditor’s Remuneration

(1) Accounting Firm Fee Information Range Table (Please check the applicable range or enter the amount)

Amount unit: NTD in thousands.
Audit Fees Non-Audit Fees
Total
Rema
rks
3,138
785
3,923 Note
Amount unit: NTD in thousands.
Audit Fees Non-Audit Fees
Total
Rema
rks
3,138
785
3,923 Note
Amount unit: NTD in thousands.
Audit Fees Non-Audit Fees
Total
Rema
rks
3,138
785
3,923 Note
Amount unit: NTD in thousands.
Audit Fees Non-Audit Fees
Total
Rema
rks
3,138
785
3,923 Note
Name of
accounting
firm
Name of the
accountant
Auditor’s review
period
Audit Fees Non-Audit Fees Total Rema
rks
KPMG United
Accounting
Firm.
Chih,
Shih-Chin
2024.01.01~2024.12.31 3,138 785 3,923 Note
Huang,
Hsin-Ting
2024.01.01~2024.12.31

Note :The non-audit fees include a transfer pricing report fee of 245 thousand NTD, a tax certification fee of 500 thousand NTD, a salary information verification fee of 30 thousand NTD, and business registration fees of 10 thousand NTD.

70

  • (1) Cases where the non-audit fees paid to the signing accountant, the accounting firm to which the signing accountant belongs, and its affiliated enterprises account for more than one-fourth of the audit fees: Primarily, the non-audit fees include a transfer pricing report fee of 245 thousand NTD, a tax certification fee of 500 thousand NTD, a salary information verification fee of 30 thousand NTD, and business registration fee of 10 thousand NTD.

  • (2) In the case of changing accounting firms and a decrease in audit fees paid for the current fiscal year compared to the previous fiscal year, the amount and proportion of the decrease in audit fees, as well as the reasons, should be disclosed: None.

  • (3) In the case of a reduction in audit fees of more than 10 percent compared to the previous fiscal year, the amount and proportion of the decrease in audit fees, as well as the reasons, should be disclosed: None.

4.Information on Change of Auditors .

(1) About the previous CPAs

)About thepreviousCPAs
Date of change March 15,2024
Reasons and explanation for the
change
Internal adjustments within the accounting firm.
The explanation is provided
by the appointing party or the
accountant.
Termination or refusal of
appointment.
Involved parties
Circumstances
The
accountant.
The
appointing
party.
Voluntarytermination Not applicable
Rotation within the firm
Not appointed anymore.
The reasons for issuing opinions
other than Unqualified Opinions
in the recent twoyears
None
Differences of opinion
with the issuer
Yes Accounting principles andpractices
Disclosure of financial statements
Audit scope and steps
Others
None
Explanation: Not applicable
Other matters to be disclosed
(Disclosure requirements for the
first through fourth items of the
first objective under Article 10,
Paragraph 6 of this standard.)
Not applicable
2)Regardingthe name of the
succeedingaccountingfirm. KGMP United AccountingFirm.
Name of CPA CHIH, SHIH-CHIN, HUANG, HSIN
TING
Date of appointment March 15,2024
Consulting results regarding the accounting
method or principle applied on specific
transactions and the possible opinions on the
financial reports before appointment
Not applicable
Different opinions from the succeeding CPAs
as compared to thepreviousCPAs inwriting
Not applicable

(2) Regarding the name of the

  • (3) Former auditor's response regarding the matters specified in Article 10, Section 6, Subparagraphs 1 and 2: Not applicable.

5. The Chairman, General Manager, or individuals responsible for finance or accounting management of the company who have served in the affiliated firm of the signing auditor or

71

its related entities in the past year: None.

6. Changes in the transfer of share ownership and share pledge by directors, supervisors, managers, and shareholders with a stake exceeding 10% during the recent fiscal year and up to the date of printing the annual report. (1) Changes in the Shareholding of Directors, Supervisors, Managers and Major Shareholders

Job Title Name Year 2024 Year 2024 For the fiscal year ending on
March31,2025.
For the fiscal year ending on
March31,2025.
Increase
(decrease) in the
number of shares
held.
Increase (decrease)
in the
number of pledged
shares
Increase
(decrease) in
the
number of
shares held.
Increase
(decrease) in
the
number of
pledged shares
Director
Independen
t Director
Independen
t Director
Independen
t Director
Independe
nt
Director
Manager
Manager
Manager
Major
sharehold
er
Juiye Enterprise Co., Ltd.
Representative: Lin, I-Chin
Representative: Lin,
Weng-Teng
Representative: Pan, Hsin-Jen
Representative: Lin, Jui-Ping
Representative: Liu, Nien-Fu
Lin, Ruey-Tou
Maa, Kwo-Juh
Lee, Shiue-Chen
Chang, Chia-Jung
Lin, I-Chin
Lin, Jui-Ping
Liu, Nien-Fu
Bigwig Perfect International
Co., Ltd.

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
  • (2) Share transfer information: None.

  • (3) Share pledge information: None.

72

7. Information on related parties or relatives within the second degree of kinship among the top ten shareholders in terms of shareholding percentage: Information on the relationships among the top ten shareholders in terms of shareholding percentage.

Name (Note 1) Individual
hold shares.
Individual
hold shares.
Shares Held
by Spouses
and Minor
Children
Shares Held
by Spouses
and Minor
Children
Total Shares
Held in the
Name of
Other
Persons
Total Shares
Held in the
Name of
Other
Persons
The titles or names and
relationships of the top
ten shareholders who
are
related
persons,
spouses,
or
relatives
within
the
second
degree
of
kinship.
(Note3)
The titles or names and
relationships of the top
ten shareholders who
are
related
persons,
spouses,
or
relatives
within
the
second
degree
of
kinship.
(Note3)
Re
ma
rks
Number of
Shares
Shareh
olding
Ratio
%
Nu
mb
er
of
Sha
res
Share
holdi
ng
Ratio
%
Num
ber
of
Shar
es
Share
holdi
ng
Ratio
%
Name
(Or
Name)
Relationshi
p
Juiye Enterprise
Co., Ltd.
42,788,288 25.73 - - - - Corporat
e
directors.
-
Bigwig Perfect
International Co.,
Ltd
38,141,792 22.94 - - - - - -
Juyang Xingye
Co.,Ltd
7,505,195 4.51 - - - - - -
New Multi
Investment Co.,
Ltd.
4,742,000 2.85
Chen, Yu-Chien 3,048,507 1.83 - - - - - -
Chen, Mei-Chen 2,354,264 1.42
Chang,
Hsiao-Huang
2,107,000 1.27
Citi Custody
Barclays Capital
SBL/PB
Investment
Account
1,599,000 0.96
Wang, Shih-Hao 1,501,976 0.90 - - - - - -
UBS Europe SE
Investment
Account
Custodied by Citi
(Taiwan)
Commercial
Bank
1,407,616 0.85 - - - - - -
  • Note 1: All top ten shareholders, including corporate shareholders, should be listed, with the names of the corporate shareholders and their representatives listed separately.

  • Note 2: The calculation of shareholding percentage should include shares held under one's own name, as well as those held under the name of one's spouse, minor children, or held by others on one's behalf.

  • Note 3: The disclosure of relationships between the shareholders listed above, including both corporate and

73

natural persons, should be made in accordance with the disclosure requirements of the financial reporting standards for issuers.

8. The shares held by the Company, its Directors, Supervisors, managers, and enterprises directly or indirectly controlled by the Company in the same reinvested enterprise, and the comprehensive shareholding ratio calculated on a consolidated basis.

Comprehensive ownership percentage. As of March 31, 2025 (unit: shares; %)

Investment in other businesses.
Investments made by
the company.

Investments made by
the company.
Investments of Directors,
Supervisors, Managers and
Businesses Directly or
IndirectlyControlled
Investments of Directors,
Supervisors, Managers and
Businesses Directly or
IndirectlyControlled
Comprehensive
investments.
Comprehensive
investments.
Number of
Shares
Sharehold
ingRatio
Number of
Shares
Sharehold
ingRatio
Number of
Shares
Sharehold
ingRatio
Rectron Electronic
Enterprise Inc.(USA)
Rectron Electronics (China)
Co., Ltd.
CHU-TING ENTERPRISE
CO., LTD.
205,000
20,000
14,500,000
100.00%
100.00%
100.00%

-

-

-

-

-

-

205,000

20,000

14,500,000
100.00%
100.00%
100.00%


100.00%
Zhejiang Rectron Electronics
Co., Ltd(Note 2)
0
0.00%

74,200
(Note 1)


100.00%

74,200
(Note 1)

Note 1: The company, a limited liability company, disclosed its investment amount in thousands of TWD. On November 15, 2024, the company completed a capital reduction registration, reducing its capital by 10,000 thousand USD. The reduction was offset against the original investment amount using the exchange rate of 32.47 on the same day. As of December 31, 2024, an amount of 327,850 thousand NTD was recorded under "Other Payables - Related Parties." This amount was remitted back to the company on January 2, 2025. Subsequently, the company will apply for approval from the Ministry of Economic Affairs' Investment Commission.

Note 2: The company has entrusted investment in mainland China companies to Rectron China Investments.

74

3. Funding Status

1. Share Capital and Shares

(1) Source of Share Capital

Year and
month
Iss
ue
Pri
ce:
Authorized Capital Authorized Capital Paid-In Capital Paid-In Capital Note Note
Number of
Shares
Amount Number of
Shares
Amount Source of Share
Capital
Equity-Settl
ed
Share-Based
Payment
Others
87.04 10 170,000,000
1,700,000,000

107,219,023

1,072,190,230

Cash capital increase
600,000,000

-
-
1999.07.28 10 300,000,000
3,000,000,000

239,384,729

2,393,847,290

Capital increase by
retained earnings
107,219,020
Capital reserve to
capital increase
214,438,040
Cash increase in
capital.
1,000,000,000
- -
2000.09.21 10 400,000,000
4,000,000,000

277,000,000

2,770,000,000

Capital increase by
retained earnings
98,147,740
Capital reserve to
capital increase
272,898,590
Employee Bonus
Transferred to
Capital Increase
5,106,380
- -
2003.11.25 10 400,000,000
4,000,000,000

186,975,000

1,869,750,000

Capital reduction.
900,250,000
- -
2005.04.22 10 400,000,000
4,000,000,000

236,975,000

2,369,750,000

Private
placement
cash
increase
in
capital.
500,000,000


-
-
2006.11.21 10 400,000,000
4,000,000,000

286,975,000

2,869,750,000

Private
placement
cash
increase
in
capital.
500,000,000


-
-
2007.09.27 10 400,000,000
4,000,000,000

203,178,300

2,031,783,000

Capital reduction.
837,967,000
- -
2008.09.20 10 400,000,000
4,000,000,000

148,128,300

1,481,283,000

Capital reduction.
550,500,000
- -
2008.12.29 10 400,000,000
4,000,000,000

208,128,300

2,081,283,000

Private
placement
cash
increase
in
capital.
600,000,000


-
-
2009.10.10 10 400,000,000
4,000,000,000

157,328,300

1,573,283,000

Capital reduction.
508,000,000
- -

75

2011.08.27 10 400,000,000
4,000,000,000

160,002,881

1,600,028,810

Capital increase by
retained earnings
26,745,810
2014.11.03 10 400,000,000
4,000,000,000

161,302,881

1,613,028,810

Capital increase by
retained earnings
13,000,000
- -
2015.08.27 10 400,000,000
4,000,000,000

166,302,881

1,663,028,810

Capital increase by
retained earnings
50,000,000
Shares
Category
Approved Capital Stock R e m a r k s
Outstanding shares in
circulation.
Unissued shares. Total
Common
Share
166,302,881 233,697,119 400,000,000

Summary declaration system-related information: Not applicable.

(2) Shareholding structure

(2) Shareholding structure (2) Shareholding structure (2) Shareholding structure (2) Shareholding structure (2) Shareholding structure (2) Shareholding structure (2) Shareholding structure
April 1, 2025
Shareholder
Structure
Number

Government
institutions.
Financial
institutions.

Other
Corporations
Individuals. Foreign
institutions
and
foreigners.
Total
Number of Persons 0 3 25 19,406 29 19,643
Number of Shares
Held
0 138,469 93,560,847 64,689,794 7,913,771 166,302,881
Shareholding Ratio 0% 0.08% 56.26% 38.90% 4.76% 100%

76

(3) List of Major Shareholders

of Major Shareholders
Shares
Name of Major
Shareholders
Number of Shares Held Percentage of Shareholding
Juiye Enterprise Co., Ltd. 42,788,288
25.73
Bigwig Perfect International Co.,
Ltd.
38,141,792
22.94
Juyang Xingye Co., Ltd 7,505,195
4.51%
New Multi Investment Co., Ltd. 4,742,000
2.85%
Chen, Yu-Chien 3,048,507
1.83%
Chen, Mei-Chen 2,354,264
1.42%
Chang, Hsiao-Huang 2,107,000
1.27%
Citi Custody Barclays Capital
SBL/PB Investment Account
1,599,000
0.96%
Wang, Shih-Hao 1,501,976
0.90%
UBS Europe SE Investment Account
Custodied by Citi (Taiwan)
Commercial Bank

1,407,616

0.85%

77

(4) Dividends and Distribution Status

  1. The dividend policy of the company is as follows:

In accordance with the company's articles of incorporation, if there is a surplus in the annual financial statements after payment of all taxes and the offsetting of prior-year losses as required by law, ten percent (10%) of the remaining balance shall be allocated to the legal reserve for retained earnings. However, this requirement does not apply when the legal reserve for retained earnings has reached the total capital of the company.

If necessary, the board of directors may propose the allocation of special retained earnings, which are adjusted according to legal requirements or business needs, and retain them accordingly. After considering these factors, any remaining profits can be distributed. The distribution percentages are as follows:

(1)Employee compensation ratio shall not be lower than one percent (1%).

  • (2)Compensation for directors and supervisors shall not exceed two percent (2%).

  • (3)The remaining profits shall be determined by the board of directors and proposed to the shareholders' meeting for approval.

The distribution of employee bonuses in the form of stock dividends may include eligible employees of subsidiary companies, and the allocation ratio shall be determined by the board of directors.

As the company is in a period of growth, considering business expansion, long-term financial planning, and meeting shareholders' demand for cash flow, the annual cash dividend shall not be less than ten percent (10%) of the total amount of cash and stock dividends. The ratio of cash dividends shall be determined by the board of directors and proposed to the shareholders' meeting for approval.

  1. Proposed dividend distribution for the current shareholders' meeting:

The profit distribution for the fiscal year 2024 has been approved by the board of directors on March 11, 2025, with a cash dividend of NT$96,455,671 (NT$ 0.58 per share of free distribution to shareholders). However, it has not yet been approved by the shareholders' general meeting in 2025.

  • (5) The proposed issuance of bonus shares for the current year's shareholders' meeting will have no impact on the company's business performance and earnings per share.

(6) Employee bonuses and director/supervisor remuneration

  1. Information related to employee bonuses and director/supervisor remuneration as stated in the company's articles of incorporation:

  2. If there is a surplus in the annual financial statements, the company shall allocate no less than one percent (1%) as employee compensation and no more than two percent (2%) as compensation for directors and supervisors. However, when the company has accumulated losses, an amount should be reserved in advance for offsetting, and then employee compensation and director/supervisor remuneration should be allocated based on the aforementioned ratios.

  3. Basis for estimating employee bonuses and director/supervisor remuneration for the current period, calculation basis for distributing stock dividends, and accounting treatment in case of differences between the estimated and actual distribution amounts:

  4. If there are changes in the amounts of employee bonuses and director/supervisor remuneration as approved by the shareholders' meeting on profit distribution, the differences should be accounted for as adjustments based on accounting estimates and recognized in the subsequent fiscal year's income statement. This does not affect the financial statements that have already been recognized.

  5. Information regarding proposed employee bonuses approved by the board of directors: (1) Cash dividends of NT$1,900,000 are proposed to be distributed to employees.

78

     - Director and supervisor remunerations of NT$2,9 00,000 are proposed to be distributed. This proposal has been approved by the Board of Directors but is pending approval at the 2025 Shareholders' Meeting.

     - (2)Proposed distribution of employee stock dividends and the proportion to the current period's net income after tax and the total amount of employee dividends:None.

     - (3)Calculation of earnings per share after considering the proposed distribution of employee dividends and director and supervisor remunerations:None..

  4. Distribution of retained earnings from the previous year for employee dividends and director and supervisor remunerations (including the number of shares distributed, amounts, and share prices), any differences with recognized employee dividends and director and supervisor remunerations should be disclosed, along with the reasons and handling: There is no difference between the distribution of retained earnings from the previous year by the company and the proposed distribution approved by the Board of Directors.
  • (7) Share repurchases by the company: As of now, the company has not repurchased any of its own shares.

2. Bond Issuance by the Company: As of now, the company has not issued any corporate bonds.

3. Preferred Shares Issuance by the Company : As of now, the company has not issued any preferred shares.

4. American Depositary Receipts (ADRs) Issuance by the Company: As of now, the company has not issued any ADRs.

5. Employee Stock Options Issuance by the Company: As of now, the company has not issued any employee stock options.

6. Accumulated information until the printing date of the annual report regarding managers who obtained employee stock options and the top ten employees in terms of the number of stock options exercisable, including their names, acquisition details, and exercise status: Not applicable.

7. Restricted Employee Stock Issuance by the Company: As of now, the company has not issued any restricted employee stocks.

8. Accumulated information until the printing date of the annual report regarding managers who obtained restricted employee stocks and the top ten employees in terms of the number of shares acquired, including their names and acquisition status: Not applicable.

9. Issuance of New Shares in Merger or Acquisition of Other Companies: As of now, the company has not conducted any mergers or acquisitions that involved the issuance of new shares.

10. Execution Status of Fund Utilization Plan: None.

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4. Operation Overview

1. Business Contents

  • (I) Business Scope

  • (A) The main business activities of the company are as follows:

    • 1 CC01080 Electronic components manufacturing.

    • 2 F119010 Wholesale of electronic materials.

    • 3 F219010 Electronic materials retail.

    • 4 F113030 Wholesale of precision instruments.

    • 5 F213040 Retail of precision instruments.

    • 6 F401010 International trade.

    • 7 I301010 Information software services.

    • 8 I301020 Data processing services.

    • 9 I301030 Electronic information supply services.

    • 10 F118010 Wholesale of computer software.

    • 11 F218010 Retail of information software.

    • 12 E605010 Computer equipment installation.

    • 13 E604010 Mechanical installation.

    • 14 CC01060 Wired communication equipment manufacturing.

    • 15 F113020 Wholesale of electrical appliances.

    • 16 F213010 Retail of electrical appliances.

    • 17 F113070 Wholesale of telecommunications equipment.

    • 18 F213060 Retail of telecommunications equipment.

    • 19 H701010 Residential and commercial property development and leasing.

    • 20 H701020 Industrial factory development and leasing.

    • 21 H701040 Specialized zone development.

    • 22 H701050 Investment in public infrastructure construction.

    • 23 I102010 Investment consulting.

    • 24 I103060 Management consulting.

    • 25 CB01030 Pollution control equipment manufacturing.

    • 26 F113100 Wholesale of pollution control equipment.

    • 27 F213100 Retail of pollution control equipment.

    • 28 J101030 Waste removal.

    • 29 J101040 Waste disposal.

    • 30 J101060 Waste (wastewater) treatment.

    • 31 J101090 Waste cleaning.

    • 32 CD01030 Automobile and its components manufacturing.

    • 33 F114030 Wholesale of automobile and motorcycle parts.

    • 34 F214030 Retail of automobile and motorcycle parts.

    • 35 J901020 General hotel industry.

    • 36 F501030 Beverage shops.

    • 37 F501060 Restaurant industry.

    • 38 F104110 Wholesale of textiles, clothing, shoes, hats, umbrellas, and fashion accessories.

    • 39 F204110 Retail of textiles, clothing, shoes, hats, umbrellas, and fashion accessories.

    • 40 F105050 Wholesale of furniture, bedding, kitchenware, and decorative items.

    • 41 F205040 Retail of furniture, bedding, kitchenware, and decorative items.

    • 42 F109070 Wholesale of educational, musical instruments, and recreational products.

    • 43 F209060 Retail of educational, musical instruments, and recreational products.

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44 F111090 Wholesale of building materials. 45 F211010 Retail of building materials. 46 E801010 Interior decorating. 47 I503010 Landscape and interior design. 48 ZZ99999 Permitted activities not restricted or prohibited by law.

(B) The revenue distribution of the company for the year 2024 is as follows: Semiconductors account for 95.23%, Medical Equipment accounts for 1.12%, and Other sectors account for 3.65%. (C) The current product lineup of the company includes:

  1. Rectifiers: (1) Bridge rectifiers (2) Fast recovery bridge rectifiers

(3) High-efficiency fast recovery bridge rectifiers (4) Schottky rectifiers

(5) High-voltage Schottky rectifiers (6) Low forward voltage drop Schottky rectifiers (7) High-temperature (H Type) Schottky rectifiers

(8) Diode rectifiers

(9) Fast rectifiers

(10) High-efficiency rectifiers (11) Ultra-high-efficiency rectifiers

(12) TVS transient voltage suppressors

(13) High-voltage (>220V) TVS transient voltage suppressors (14) Low-voltage (<10V) TVS transient voltage suppressors (15) Zener Diodes (16) Surface-Mount Diode

(17) Fast Surface-Mount Diode (18) High-Efficiency Surface-Mount Diode

(19) Ultra-High Efficiency Surface-Mount Diode

(20) Schottky Surface-Mount Rectifier

  1. Transistor Field:

(1)Power transistors

(2)Trench Metal-Oxide-Semiconductor Field-Effect Transistor (Trench MOSFET) (3)Super-Junction Metal-Oxide-Semiconductor Field-Effect Transistor (Super-Junction MOSFET)

(4)Metal-Oxide-Semiconductor Field-Effect Transistor (MOSFET) for Automotive Applications

  1. Small Signal Products:

(1) ESD (Electrostatic Discharge) protection devices (2) Schottky Diodes

(3) Switching Diodes

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  - (4) Zener Diodes
  1. Third-generation semiconductors:

    • (1) Silicon Carbide (SiC) Schottky 650V-1200V

    • (2) Silicon Carbide (SiC) MOSFET 650V-1200V

  2. (D) Future Research and Development Plans

    • (1) Low-loss Schottky wafer with a high groove structure.

(2) High voltage (>300V) trench Schottky wafer.

  • (3) High voltage (200V-500V) transient voltage suppressor wafer.

(4) Low voltage (<5V) transient voltage suppressor wafer.

(5) High voltage (1700V) SiC Schottky wafer.

(6) Planar Process Lead-Free Wafer Development.

  - (7) Low Vf Lead-Free Process Series Bridge Rectifiers.

  - (8) 3D Structure Combination of Different Characteristics Die Packaging Development.
  • (2) Sector Overview:

  • (A) Current Industry Status and Development:

Driven by the demand from different application fields, semiconductor devices have since been divided into two major branches and developed rapidly: one is the microelectronic devices represented by integrated circuits (ICs), characterized by low power and high density, mainly used for information detection, transmission, and processing; the other is the power electronics devices, which are characterized by high power and high reliability, primarily responsible for energy control and conversion.

The application areas of power semiconductor products are extremely wide. With the trend of highly integrated electronic product functions, a single product often needs to have multiple functions, and each function requires an independent power source to provide specific voltage or current. As a result, the demand for power conversion is increasing, and this key technology relies on power semiconductors to achieve it.

Power devices, which combine energy conversion and circuit control functions, are core components in energy processing systems, with the characteristic of "controlling large power operations with small power." As the electrification and automation of automobiles advance rapidly, the demand for power devices continues to grow, especially in the high-voltage and high-current product sectors, where the market demand increase is even more significant. The structure of the power semiconductor industry is highly similar to that of the IC industry, covering the entire process from product specification design, wafer manufacturing, to component packaging. Mainstream international power semiconductor manufacturers are mostly IDM (Integrated Device Manufacturer) models, which integrate design, manufacturing, and packaging. Taiwanese manufacturers also mainly follow the IDM model, with some adopting Fabless (focused on design) or specialized wafer foundry and packaging outsourcing models. Currently, most domestic MOSFET manufacturers focus on component design, with manufacturing outsourced to specialized wafer foundry companies; diode manufacturers, due to

82

simpler manufacturing processes, mostly operate under their own manufacturing with a complete IDM model. Taiwanese wafer foundries, in addition to serving local clients, also undertake foundry services for foreign power semiconductor giants such as IGBT and other high-end products due to their advantages in process technology, becoming an important development opportunity for Taiwan in the global power semiconductor market.

(B) Interrelationships among Upstream, Midstream, and Downstream in the Industry: The structure of the discrete component industry can generally be divided into three major parts: upstream raw material supply, midstream wafer manufacturing and packaging/testing, and downstream application sectors.

In terms of upstream raw material supply, the main materials include wafers/epitaxial wafers, precious metals, non-ferrous metals, aluminum alloys, and various non-metallic materials. Among these, Taiwan is partially self-sufficient in wafer/epitaxial wafer production, but relies on imports for precious metals like gold, silver, platinum, and certain non-ferrous metals. Key domestic suppliers of wafer materials and diffusion materials include companies such as Zhongmei Silicon and Jiajing.

The midstream industry focuses on wafer manufacturing and packaging/testing, encompassing wafer production, packaging technology, and finished product testing. As the industry structure evolves, some midstream companies are actively extending upstream, investing in wafer technology research and development and manufacturing to move toward vertical integration and enhance overall competitiveness.

The downstream application sectors are extremely diverse, covering industries such as information technology, communications, consumer electronics, machine tools, automotive electronics, office equipment, AI intelligent devices, and solar energy. The market size is enormous, and application demands continue to expand, driving the growth momentum of the entire industry chain.

(C) Product Development Trends:

In recent years, diode components have shown a polarized development trend: in high voltage and current application fields, such as electromechanical equipment and other products, high-power components with high voltage withstand capabilities are still required for voltage regulation and rectification. On the other hand, in the field of electronic information products, there is a demand for smaller, more precise diode components for circuit protection. In response to different usage scenarios, various types of diodes continue to maintain stable market demand. In terms of production technology, the functionality and electrical characteristics of discrete components are determined at the wafer manufacturing stage. Therefore, the product characteristics are closely tied to the wafer processing. To enhance competitiveness, major manufacturers are actively promoting upstream process integration, extending from traditional component manufacturing to wafer diffusion and epitaxial processes. This not only helps reduce raw material costs but also allows for flexible adjustment of wafer electrical properties according to different product requirements, improving production flexibility and efficiency. Regarding packaging technology, diode products are evolving from traditional axial packaging

83

(Axial), power packaging (TO type), and bridge packaging (Bridge) to smaller surface-mount device (SMD) packaging. Currently, SMD packaging has become the mainstream in the market and holds the highest growth potential. It is further advancing toward even smaller DFN packaging and multi-die composite packaging technologies. At the product technology level, the market is gradually progressing from general standard products to high-voltage, fast-switching, and Schottky (Schottky) high-power rectifier diodes. Simultaneously, with the increasing application of MOSFETs, there will be continued development of high-end power devices such as MOSFETs, IGBTs, and Silicon Carbide (SiC) to meet the strong demand for high-performance power management in emerging markets.

(D) Competitive Situation:

Although the number of domestic manufacturers engaged in diode production is not large, the overall industry development has matured, with most companies having moved their later-stage assembly processes to mainland China. As China's self-manufacturing capabilities improve year by year, market competition has become increasingly intense. In response to the competitive pressure, the industry generally adopts strategies focused on reducing production costs and expanding market share to achieve economies of scale. This approach aims to strengthen market competitiveness and enhance profitability.

  • (3) Technology and R&D Overview

  • Research and development expenses are as follow:

logy and R&D Overview
arch and development expenses are as follow:
logy and R&D Overview
arch and development expenses are as follow:
logy and R&D Overview
arch and development expenses are as follow:
Unit: NTD in thousands
Fiscal Year
Explanation

Year 2024
2025Q1
Consolidated
financial reports
Consolidated financial
reports
Research and
development expenses
6,675
1,710
Net operatingrevenue 757,457
193,476
Proportion of net
operatingrevenue
0.88% 0.88%
  1. Successful technology or product developments:

In response to the global demand for electronic products, diodes/transistors, as fundamental electronic components, have a steady demand. The company continues to upgrade its automated equipment to increase production capacity in line with business orders. Additionally, the company focuses on enhancing competitiveness in high-end markets by dedicating efforts to the research and production of related components for smart mobile phone power applications and new energy vehicle battery management systems. This has led to the company's leading position in the market. The following are the summarizations of the successful new products and technologies developed in the past two years:

  1. General Purpose Diodes.

  2. Fast Recovery Diodes.

  3. Bridge Rectifiers.

  4. (1) Establishment of RSM fully automated production line.

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  - (2) Establishment of RBU fully automated production line.
  1. Ultra Small Surface Mount Bridge Rectifiers (MINI-BRIDGES). DIP Bridge ULBF610 (Bridge Rectifier).

  2. Schottky Diodes.

    • (1) LOW VF Schottky products.

    • (2) 150V High Voltage Schottky products.

    • (3) 200V High Voltage Schottky products.

    • (4) MBR series Schottky products.

    • (5) High Current Schottky products.

    • (6) Mass production of Schottky with reduced grain size.

    • (7) Low-loss Schottky products.

    • (8) Low VF 100/120V Schottky products.

    • (9) Low VF 150/200V Schottky products.

    • (10) High Temperature (High Tj Type) Schottky products.

    • (11) Trench Low VF 60V Schottky products.

    • (12) Trench Low VF 45V Schottky products.

    • (13) 0.5A 30V Schottky wafer.

  3. High Voltage Rectifiers.

  4. Electrostatic Protection Devices.

  5. High-Efficiency Recovery Diodes and Ultra-Fast Recovery Diodes. STD GPP/SF (EPI) 200V 3A products with reduced grain size.

  6. Full series Transient Voltage Suppressors (T.V.S) TVS diodes. Transient Voltage Suppressors of 5KW and above.

  7. Surface Mount Devices (SMD)

  8. High Power Surface Mount Devices TO252, TO263.

  9. Insulated High Power Rectifiers (IT0-220).

  10. 0.5 and 1 Watts SMA Zener Diodes.

  11. 600V-800V Metal-Oxide-Semiconductor Field-Effect Transistors.

  12. 20~300V SGT Mosfet.

  13. (4) Long-term and short-term business development plans:

As part of the short-term development plan, the company will continue to drive production automation, focusing on refining existing processes to improve yield, reduce production costs, and

enhance product competitiveness.

In the long term, the company aims to develop high-value products such as MOFET/SiC/ESD protection as part of its business expansion strategy. This includes offering customers a wider range of choices and superior product quality and services to effectively expand the company's arket share.

85

2. Market and production/sales overview.

(1) Market Analysis

1.Product Sales Regions (Consolidated for 2024)

In 2024, our company's product line focused on diode rectifiers, making the Asian region the highest in terms of sales structure

Region Amount(in thousand NTD) Percentage(%)
Taiwan 40,100
5.29
United States 85,757
11.32
Asia 624,372
82.43
Europe 6,095
0.80
Other countries 1,133
0.15

2. Major Competitors

In recent years, the company has continued to improve its technological capabilities and optimize product specifications, clearly positioning its main competitors according to product categories. For small-signal products, the primary competitors are ONSEMI and ROHM; for mid-to-high power products, Infineon and Vishay are the main competitors. The company's products achieve over 80% functionality matching and compatibility, which effectively optimizes customers' component selection, enhances the overall cost-performance ratio, and strengthens market competitiveness.

3. Market Supply and Demand Outlook and Business Objectives

With the easing of the pandemic in 2023 and the gradual lifting of restrictions across various regions, combined with the uncertain impacts of factors such as the Russia-Ukraine war, global consumer habits and the economic environment have adjusted, leading to a weakening of consumer purchasing power. At the same time, manufacturers have actively adjusted production capacity and reduced raw material inventory, resulting in an oversupply in the overall market. This has led to a slowdown in the growth momentum of the semiconductor market, with some competitors experiencing a decline in performance.

Starting in 2024, as the market gradually recovers, the effect of early orders due to rising raw material prices and the increased demand for urgent orders from customers is expected to boost market demand, positively impacting overall revenue. From 2025 onward, with the intensifying China-US trade tensions and geopolitical struggles among major powers, the global trend of "decoupling" from China in foreign sales and international brands is accelerating, prompting the relocation of manufacturing to emerging regions in the Asia-Pacific, and encouraging Taiwanese businesses to return. China's status as the "world's factory" has declined, and the share of Southeast Asia and India in the international semiconductor division of labor is gradually increasing.

Our company's products are basic semiconductor discrete components with a wide range of applications, covering home appliances, communications, audio-visual, computers, multimedia, new energy vehicles, photovoltaic energy storage, and 5G, among other fields, presenting a broad market demand outlook. In recent years, the company has also actively entered the new energy

86

vehicle and electric motorcycle markets and invested in AI applications, which is expected to continuously drive market share and revenue growth.

  1. Favorable and unfavorable factors for future development and corresponding strategies: Favorable factors:

    • (1) The company has deeply cultivated sales channels in Europe, the United States, and Asia for many years, establishing a complete sales team and agency system. This enables the company to effectively diversify its revenue distribution and reduce market risks.

    • (2) With the rising awareness of renewable energy applications and the widespread adoption of new energy vehicles, the company can leverage its existing channels to expand its market presence and drive sales growth.

    • (3) The successful introduction of international major brand clients has further enhanced brand trust and attracted similar clients to adopt the company's products.

    • Unfavorable factors:

    • (1) The sluggish market economy has led to disorderly competition, with price becoming the primary consideration for customers. More resources need to be invested in marketing and customer relationship management, extending the resource recovery cycle.

    • (2) Rising raw material prices, inflation, and exchange rate fluctuations have increased costs and delivery uncertainties.

    • (3) The China-US trade war has affected export and international brand customers' procurement strategies. The company has actively adjusted its production site layout; however, the domestic Chinese market has also strengthened localization requirements, which need to be addressed simultaneously, requiring a diversified resource allocation approach.

    • Countermeasures:

    • (1) Actively develop high-profit, high-technology threshold products to avoid falling into the low-price competition market.

    • (2) Continuously invest in the development of high-specification products, targeting the new energy, AI, and high-end application markets.

    • (3) Strengthen cooperation with supply chain partners to ensure stable supply, enhance customer satisfaction, and improve customer loyalty.

  2. (2) Major product applications and production processes

  3. (1) Major product applications:

The company's main products are used in household appliances, communication devices, computers, and new energy vehicles.

  • (2) Production processes:

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==> picture [356 x 566] intentionally omitted <==

(3) Main Raw Material Supply Situation

The main materials used in the production of our company's power semiconductor devices are non-special components. We maintain good technical cooperation and long-term business relationships with our suppliers, ensuring a high level of supply stability.

(4) Customer Names and Purchase (or Sales) Amounts for any Year in the Past Two Years that Accounted for more than 10% of the Total Purchase (or Sales) Amount, and Explanation of the Changes. Due to contractual agreements and the confidentiality of customer names and transaction parties, especially when they involve individuals who are not related parties, they will be represented by code names.

88

1. Key suppliers in the recent two years

Unit: NTD in thousands

Year 2023 Year 2023 Year 2023 Year 2023 Year 2024 Year 2024 Year 2024 Year 2024 As of the fiscal year ending on
March 31,2025(unaudited figures)
As of the fiscal year ending on
March 31,2025(unaudited figures)
As of the fiscal year ending on
March 31,2025(unaudited figures)
As of the fiscal year ending on
March 31,2025(unaudited figures)
Item Name Amount Percentage
of net
purchase
amount for
the full
year. (%)

Relation
to
the
issuer

Name
Amount Percenta
ge of net
purchase
amount
for the
full year.
(%)
Relation
to
the
issuer

Name
Amount Percentag
e of the
net
purchase
of the
current
fiscal
year(%)
Relation
to
the
issuer
1 T11 48,989
14

Note 1
Z35 50,800
14

Note 1
Z35 11,707
12
Note 1
2 Z25 38,215
11

Note 1
T11 40,493
11

Note 1
Z30 11,779
12
Note 1
Z30 39,459
11

Note 1
Others 255,029
75

Note 1
Others 244,636
64

Note 1
Others 74,830
76
Note 1
Total Net
purchase
342,233
100

Net
purchase
375,388
100

Net
purchase
98,316
100

Note 1: Non-related persons

Note 2: Reasons for Changes in the List of Major Purchasing Customers in the Last Two Years: The main reason is that some electronics industries have increased or decreased their purchases due to delivery conditions, quality, and prices. Based on the consideration of the timeliness of customer orders, they have gradually switched to manufacturers with better delivery times and better quality.

89

2. Key customers in the recent two years

Unit: NTD in thousands

Year 2023 Year 2023 Year 2023 Year 2023 Year 2024 Year 2024 Year 2024 Year 2024 As of March 31, 2025(unaudited
figures)
As of March 31, 2025(unaudited
figures)
As of March 31, 2025(unaudited
figures)
As of March 31, 2025(unaudited
figures)
Item Name Amount Percentage
of the net
sales of the
year(%)
Relation
to the
issuer
Name Amount Percentage
of the net
sales of the
year(%)
Relation
to the
issuer
Name Amount Sales-to-Net
Sales Ratio
for the
period
ending the
previous
quarter of

Relation
to the
issuer
the current
fiscal year
(%).
1 T14 102,905
14
Note 1 T21 115,159
15
Note 1 T21 27,326
14
Note 1
2 T21 76,046
11
Note 1 T14 80,649
11
Note 1 T18 18,387
10
Note 1
T18 72,020
10
Note 1
Others 537,594
75
Others 489,629
64
Others 147,763
76
Total Net
sales
716,545
100
Net
sales
757,457
100
Net
sales
193,476
100

Note 1: Non-related persons

Note 2: Reasons for the changes in the list of major customers in the past two years: There have been no significant changes among the major customers, mostly variations in their sales rankings.

3. Number of employees in the company.

Employee Information for the Recent Two Years Up to the Publication Date of This Annual Report

March31,2025 March31,2025 March31,2025 March31,2025
Year Year 2023 Year 2024 As of the end of the
current fiscal year
March 31, 2025
Num
ber of
Empl
oyees
Staff Members 96 persons 94persons 92 persons
Total Workforce 54 persons 49persons 49 persons

Total
150 persons 143persons 141 persons
Average age 48years old 47years old 47years old
Average years
of service
14 years 13years 14 years
Educ
ation
al
attain
ment
dii
Doctorate 0 persons 0 persons 0 persons
Master's degree 2 persons 2 persons 2 persons
College degree 65 persons 59 persons 58 persons
High school 54 persons 54 persons 53 persons
str
butio
n
Ratio
Below high school 37 persons 28 persons 28 persons

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4. Environmental expenditure information

  • (1) The company's factory is located in the Tucheng Industrial Zone, New Taipei City. Our company complies with environmental regulations and takes relevant environmental protection measures to prevent pollution.

  • (2) In response to the requirements of the European Union's environmental directive (ROHS), the company adopts green design, green management, green manufacturing management, and green marketing management. The company actively requests that the raw materials supplied by its suppliers comply with ROHS regulations, enabling the smooth export of products to the European region.

  • (3) In the past two years, the company has not incurred any losses or disposals due to environmental pollution.

5. Labor-Management Relations

  1. List of employee welfare measures, training and development programs, retirement system, and their implementation, as well as the agreements and measures for safeguarding employee rights.

  2. (1) Employee welfare measures include

  3. (a) Group insurance, accident insurance, and medical insurance.

  4. (b) Subsidies for marriage, funeral, and joyous occasions.

  5. (c) Annual company trips.

  6. (d) Bonuses during major festivals.

  7. (e) Retirement benefits system.

  8. (2) Employee training and development

The company organizes periodic external training programs to enhance employees' skills, knowledge, and work efficiency. The effectiveness of education and training is assessed and included in the performance evaluation criteria.

  • (3) Retirement system and its implementation:

To ensure stable post-retirement lives for our employees, our company has established a labor retirement policy in accordance with the law. We have also set up a Labor Retirement Reserve Supervisory Committee, which regularly allocates retirement reserves to the "Labor Retirement Reserve Fund" account at the Taiwan Bank, based on a fixed ratio of the total payroll expenses. This is done to safeguard the rights of our employees. Starting from July 1, 2005, we have also adopted the government's new retirement policy, whereby a monthly contribution of 6% of the employee's total wages is made to the employee's individual retirement account. For employees who voluntarily contribute to their retirement funds, an additional amount is deducted from their monthly salary based on their voluntary contribution rate, which is then remitted to the Bureau of Labor Insurance's individual retirement account.

  • (4) Agreements between labor and management and measures for safeguarding employee rights:

The company has established legal provisions for working conditions and has implemented systems such as work rules. In addition to complying with the Labor Standards Act to protect

91

employees' rights at work, there is a mechanism for resolving labor disputes. As a result, the labor-management relationship in the company has always been harmonious, and there have been no labor disputes. The employees have a strong sense of belonging and there are no issues regarding labor disputes. Furthermore, the company maintains open channels of communication through autonomous management within the organization. Regular employee trips are organized externally to alleviate work-related stress and fatigue.

2.Specify the losses incurred due to labor disputes in the most recent fiscal year and up to the date of the annual report's printing, and disclose the estimated amounts and strategies to address current and potential future losses: None.

6. Information on information technology and cybersecurity management.

  1. Information Security Organization:

The company has established a cross-departmental task force called the "Information Security Management Team." The team is led by the Vice President of Administration and is responsible for planning and executing the company's information security initiatives. They also develop measures for information security management, crisis reporting, and emergency response.

2. Information Security Policy:

The company's information security policy is to "maintain the confidentiality, integrity, availability, and legality of the company's information, and to prevent unauthorized use, disclosure, alteration, destruction, or loss of assets in the event of human error, intentional sabotage, or natural disasters, which could impact the company's operations or compromise its interests."

In addition to adhering to the requirements of the information security policy, the company regularly conducts information security awareness programs and provides employee training.

3. Risk Control for Information Security:

With rapidly evolving cyber-attack techniques, it is impossible to completely avoid paralyzing network attacks from any third party. Network attacks can occur through methods such as email phishing, network spoofing, or brute force attacks, resulting in the introduction of malicious programs into the company's internal network for disruption or data theft. Disruptive attacks can lead to operational interruptions, while data theft attacks can result in the leakage of important operational data or personal information of employees and customers.

The company actively plans and implements information security measures to continuously improve the information security environment and reduce information security risks. In terms of management, relevant management standards are established in areas such as policy and system, organizational responsibilities, manpower security, document control, asset management, communication and operation management, access control, physical environment, system development and maintenance, business continuity management, security incident management, and regulatory compliance. On the technical side, various measures are deployed, including network firewalls, intrusion detection systems, email security systems, automated detection and updating of operating systems, virus protection

92

systems, network access systems, security monitoring systems, and vulnerability scanning systems. Internal auditors and organizations conduct annual audits of the company's information security management system. The security operations, risk control, and incident improvements are reviewed annually and reported to the Information Security Committee to control and reduce information security risks.

  1. Employee Information Security Training:

Basic information security education and training are provided to new employees upon their onboarding. Regular information security education and training are conducted for employees to enhance their awareness of information security. Internal information audit findings are addressed through immediate information security controls and preventive measures to minimize the risk of employees leaking confidential information about the company and its clients. In the event of external information security incidents, timely information security notifications are issued to strengthen the company's information security maturity and raise employee awareness of defending against external malicious attacks. These measures provide information security assurance for the company's production and operational activities.

  1. In 2024, no significant network attacks that impacted the company's operations occurred.

  2. Management Measures:

Our company places great importance on the field of information security and is committed to building a comprehensive defense architecture to ensure the confidentiality, integrity, and availability of company, customer, and supplier data.

  • (1) Network protection includes the deployment of firewalls for multi-layered isolation and protection. (2) Access control is implemented through permission management and various authentication methods.

  • (3) Each endpoint is required to install antivirus software for virus defense and early warning.

The company will take a more proactive approach in terms of information security strategy, incident response mechanisms, and technical infrastructure to assess the exposure level of information security risks and plan appropriate insurance measures to ensure optimal control of information security risks.

In the most recent fiscal year and up to the date of printing of the annual report, there have been no significant losses, potential impacts, or necessary measures resulting from major information and communication security incidents: The company has not been affected by any significant information and communication security incidents that would impact its operations in the most recent fiscal year up to the date of printing of the annual report.

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7. Key contracts and agreements.

Type of
contract
Parties involved Contract start
and end date
Key content Restrictio
ns
Financing
agreement
Hua Nan Commercial Bank,
Nansongshan Branch

2024.09-2025.09
Financing borrowings None
Financing
agreement
Panshin
Commercial
Bank
HuajiangBranch

2024.08-2025.08
Financing borrowings None
Financing
agreement
Shin Kong Commercial Bank,
Chang'an Branch

2023.12-2024.12
Financing borrowings None
Financing
agreement
First Commercial Bank, Tatung
Branch

2024.07-2025.07
Financing borrowings None
Sales and
Purchase
Agreement
Jiashan Economic Development
Asset Management Co., Ltd.

2023.09
Agreement on Land and Factory
Withdrawal for Zhejiang Rectron

None
Sales and
Purchase
Agreement
Jiashan Economic Development
Asset Management Co., Ltd.

2024.08
Purchase of Factory by Zhejiang
Rectron

None

94

5 . Review Analysis and Risk Assessment of Financial Status and Financial Performance

1. Financial Status

  • (1) Comparative Analysis of Changes in Consolidated Assets, Liabilities, and Shareholders' Equity for the Past Two Years.

Unit: NTD in thousands

Year
Item

Year 2023
Year 2023 Difference Difference Change in the
proportion of
increase and
decrease
Analysis
Description
(Note)
Amount %
Current asset 834,662
979,725
145,063 17.38
Property, plant, and
equipment
458,587
635,790
177,203 38.64 Note(2)1
Intangible Assets 0
0
0 0.00
Other Assets 1,037,284
1,027,911
-9,373 -0.90
Other non-current assets
3,769

2,357
-1,412 -37.46
Total Assets 2,334,302
2,645,783
311,481 13.34
Current Liability 485,954
735,239
249,285 51.30 Note(2)2
Deferred income tax
liabilities
62,684
67,201
4,517 7.21
Other non-current
liabilities
10,067
9,307
-760 -7.55
Total Liabilities 558,705
811,747
253,042 45.29 Note(2)2
Capital stock 1,663,029
1,663,029
0 0.00
Capital surplus 9
9
0 0.00
Retained earnings 199,702
274,294
74,592 37.35
Other Equities (87,143) -103,296 -16,153 18.54 Note(2)3
Treasurystock 0
0
0 0
Non-control equity 0
0
0 0
Total equity 1,775,597
1,834,036
58,439 3.29
  • (2) Analysis of Recent Changes: (the analysis focuses on items with changes exceeding 20% and reaching a threshold of NT$10,000 thousand.)

  • Property, Plant, and Equipment The increase in this period was due to the subsidiary's purchase of plant and machinery.

  • Current Liability and Total Liabilities The increase is primarily due to advance receipt of compensation for land/factory withdrawal by the subsidiary.

  • Other Equity: The increase during the current period is attributable to the reconstruction in Tucheng and the subsidiary’s acquisition of plant and machinery.

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2. Financial Performance

(1) Consolidated comparative analysis table of financial performance

Unit: NTD

Year
Item
Year 2023 Year 2024 Increase
(Decrease) in
Amount
Change Ratio
Operating revenue
Operating gross profit
Operating expenses
Operating Profit (Loss)
Non-operating
income
and
expenses
Net
Profit
Before
Tax
on
Continuing Operations
Income Tax Expense
Current net profit (loss)
Current
Other
Comprehensive
Income
Total comprehensive income for
the period
Net profit attributable to owners of
the parent.
Net
Profit
Attributable
to
Non-Controlling Interests
Total Comprehensive Profit and
Loss Attributable to Owners of
Parent Company
Total
comprehensive
income
Comprehensive income attributed
to non-controlling interests.
716,545
257,404
186,106
71,298

35,157

106,455
19,586
86,869

(27,270)

59,599

86,869

-


59,599


-
0.52

757,457

276,044

199,273

76,771

78,834

155,605

30,074

125,531

-15,538

109,993

125,531

-

109,993

-

0.75

40,912

18,640

13,167

5,473

43,677

49,150

10,488

38,662

11,732

50,394

38,662

-

50,394

-

0.23

5.71

7.24

7.08

7.68

124.23

46.17

53.55

44.51

-43.02

84.56

44.51

-

84.56

-

44.23

Earnings Per Share(NT$)
  1. Analysis of Changes in Ratios:

    • (1) Operating Revenue (Gross Profit): The growth in this period's operating revenue and gross profit is attributable to increased global restocking demand and successful efforts in securing high-margin customer orders.

    • (2) Operating Net Profit (Loss): The increase in operating income is due to the growth in operating revenue and gross profit outpacing the rise in selling and administrative expenses.

    • (3) Non-operating Income and Expenses: The increase is mainly due to gains from U.S. stock investments, foreign exchange gains from currency fluctuations, and higher interest income from foreign currency time deposits as part of capital utilization.

    • (4) Net Profit (Loss) for the Period: The increase in net income compared to the previous period is due to the rise in operating revenue.

    • (5) Other Comprehensive Income for the Period (Net of Tax): The decline is mainly due to reduced exchange gains from the translation of financial statements of foreign operations and increased unrealized losses from foreign corporate bonds.

  2. Reasons for significant changes in the company's main business activities: None.

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  1. Forecasted sales quantity for the upcoming fiscal year and the primary factors influencing the company's expected sales growth or decline:
Unit:Thousand Pieces(K/PCS) Unit:Thousand Pieces(K/PCS) Unit:Thousand Pieces(K/PCS) Unit:Thousand Pieces(K/PCS)
Expected sales quantity for major products Primary factors influencing the
potential continuous
growth or decline in expected
salesquantity:
Item Year 2025 Year 2024 The company's sales forecast is
based on the sales performance
and pricing in the years 2023
and 2024.
Rectifier 658,000 599,061
Face mask 5,150 4,845

3. Cash Flow

Cash Flow Analysis

h Flow
Cash Flow Analysis
h Flow
Cash Flow Analysis
h Flow
Cash Flow Analysis
h Flow
Cash Flow Analysis
Unit: NTD in thousands
Initial Cash
Balance
Net Cash Flow
from Operating
Activities for the
Year
Total Cash
Outflows
for the Year
Cash Surplus
(Deficit) Amount
Remedial Measures for
Cash Shortage
Investmen
tplan
Financial
Planning
561,703 197,215 194,524 564,394 - -
  • (1) Analysis of Annual Cash Flow Changes:

The company experienced a net increase in cash of 2,691 thousand in the fiscal year 2024 compared to 2023. The changes in cash flows from various operating activities are as follows:

(1) Operating Activities: Due to increased collections in the previous period, as well as higher accounts payable and interest income in the current period, net cash inflows from operating activities increased compared to the previous period.

  • (2) Investment Activities: The net cash outflow was due to an increase in the acquisition of financial assets measured at fair value through profit or loss during the current period.

  • (3) Financing Activities: The outflow of cash from financing activities was slightly lower than the previous period, mainly due to a decrease in cash dividends paid.

  • (2) Cash Shortage Remedial Measures and Liquidity Analysis:

  • Cash Shortage Remedial Measures: None.

  • Liquidity Analysis:

iquidityAnalysis:
December 31,
2023
December 31,
2024
Increase (decrease)
rate %
Cash Flow Ratio (%) 29.54
26.82
(2.72)
Cash Flow Adequacy
Ratio(%)
302.31
321.51
19.2
Cash Flow Reinvestment
Ratio(%)
0.66
8.48
7.82
  • (1) Cash Flow Ratio: The decrease compared to the previous period is due to higher accounts receivable collections in the previous period and an increase in accounts payable in the current period, resulting in lower cash flow ratio this period.

  • (2) Cash Liquidity Ratio: The increase is attributable to higher cash inflows from operating activities over the past five years compared to the same period last year.

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(3) Cash Reinvestment Ratio: The increase is due to higher net cash inflows from operating activities compared to the same period last year.

  • (3) Analysis of Future Cash Liquidity for the Next Year:
Beginning
Beginning
Cash Balance
Estimated net cash
flows from operating
activities for the full
year.
Estimated cash
outflows for
the full year.

Estimated
surplus
(deficiency) of
cash remaining.
Expected measures to
remedy any cash
shortfall.
Expected measures to
remedy any cash
shortfall.

Investment
plan
Financial
Planning
564,394 110,814 104,587 570,620 - -

1.Analysis of Expected Cash Flows for the Year 2025:

The Company had a beginning cash balance of $564,394 thousand. It is estimated that net cash inflow from operating activities over the next year will amount to approximately $110,814 thousand, while net cash outflow from financing activities is expected to be around $104,587 thousand. The projected ending cash balance is approximately $570,620 thousand. 2.Remedial measures and analysis of cash shortfall: None.

4. The impact of significant capital expenditures in the most recent fiscal year on financial operations.

None .

5. Recent Year's Investment Policy, Main Reasons for Profit or Loss, Improvement Plan, and Future Year's Investment Plan:

1. Investment Policy

The Company’s new investments remain primarily focused on the semiconductor business. To mitigate operational risks, the Company will pursue diversified operations as a supplementary strategy in response to market changes.

2. Main Reasons for Profit or Loss.

In 2024, the Company’s investee businesses experienced modest revenue growth compared to the previous year, driven by the gradual depletion of excess inventory in the global supply chain and a subsequent recovery in market demand.

3. Future Year Investment Plan.

In addition to maintaining its current investment policy, the Company will continue to monitor industry trends and invest at appropriate times based on changes in the business environment.

6. Analysis and assessment of risk factors.

  • (1) Impact of interest rates, exchange rates, and inflation on the company's income and measures to be taken in the future.
sis and assessment of risk factors.
pact of interest rates, exchange rates, and inflation on the company's income and measures to be taken
in the future.
sis and assessment of risk factors.
pact of interest rates, exchange rates, and inflation on the company's income and measures to be taken
in the future.
sis and assessment of risk factors.
pact of interest rates, exchange rates, and inflation on the company's income and measures to be taken
in the future.
Unit: NTD in thousands
Year
Item

Year 2023
Year 2024
Interest expense 594 301
Net exchange(loss) gain 17,988 42,473
Inflation - -

98

  1. Impact of interest rates, exchange rates, and inflation on company's revenue and profitability:

The company closely monitors interest rate fluctuations and manages its cash position to control liquidity risk. The company's operating funds are sufficient to meet cash requirements when bank loan contracts mature, mitigating liquidity risk without the need for additional fundraising.

The sensitivity analysis is based on the interest rate exposure of derivative and non-derivative instruments as of the reporting date. For floating-rate liabilities, the analysis assumes that the outstanding amount remains constant throughout the year.

The management reports to key executives using a rate change of +/- 0.5%, which represents a reasonable range of interest rate fluctuations.

If interest rates increase or decrease by 0.5% while all other variables remain constant, the company's pre-tax net profit for the fiscal year 2024 will decrease or increase by 0 thousand NT dollars due to the impact of variable-rate bank borrowings.

  • 2.Specific measures to address exchange rate fluctuations:

  • (1) The company regularly analyzes exchange rate trends, monitors its cash position, and plans appropriate fundraising channels. It evaluates bank loan interest rates and maintains close communication with banks to stay informed about the latest exchange rate developments and control liquidity risk.

  • (2) Depending on the financial situation and exchange rate fluctuations, the company adjusts foreign currency deposits in a timely manner.

  • 3.Impact of inflation and corresponding measures:

Rising oil and electricity prices and higher raw material costs exert pressure on the company's expenses. The current strategy is to continuously develop suppliers to lower raw material costs and minimize the impact of inflationary pressures on raw material price increases.

(2) Policies, main reasons for profit or loss, and future response measures for engaging in high-risk, high-leverage investments, lending funds to others, endorsing guarantees, and trading in derivative financial products are analyzed and evaluated on an annual basis and up until the date of the annual report

  1. The company does not engage in high-risk or highly leveraged investments, nor does it provide funds to others.

  2. Endorsement and guarantees: The company follows its endorsement and guarantee procedures, and as of the date of the annual report printing, the company has not engaged in any endorsement or guarantee transactions.

  3. Derivative transactions: The company follows its procedures for dealing with derivatives, and as of the date of the annual report printing, the company has not engaged in any derivative transactions.

  4. (3) Future research and development plans and expected R&D expenses:

In 2025, the Company established a wafer design team to actively develop relationships with more high-quality wafer foundries and implement various development projects. The primary focus is on

99

lead-free processes, particularly those featuring special low-power consumption and ultra-fast recovery characteristics, in order to proactively align with European environmental regulations.

As for packaging, development efforts are mainly driven by the needs of major customers for new products. These include the development of high-power DIP bridge packages as well as lead-free PLP (Panel Level Packaging) processes.

(Panel Level Packaging) processes.
Products under development Current development
progress
Expected R&D and
production costs
(in NTD)
Expected
completion time
ULBF In progress 6,000,000 2025/06/30
RSBF In progress 6,000,000 2025/06/30
TO247-IGBT-RI40N1200T7/RI75N650T7 In progress 7,000,000 2026/12/31
PLP Lead-freepackaging process In progress 15,000,000 2027/06/30
  • (4) Impact of Important Changes in Domestic and International Policies and Regulations on Corporate Finance and Sales, and Response Strategies:

The company constantly monitors significant domestic and international policy and legal changes and evaluates their potential impact. In the past year, there have been no significant policy or legal changes that have adversely affected the company's financial operations.

  • (5) The impact of technological changes (including cybersecurity risks) and industry transformations on the Company's financial operations and corresponding measures are considered.

The company's products serve as essential components in electronic products, and technological advancements still require the use of the company's products. The company actively invests in research and development to promote the application of its products and enhance competitiveness, which is a key goal for the company. In terms of information security risk management, the company has established and implemented an information security management system. Information security policies have been established to regulate the company's information security practices. Regular internal information security audits are conducted to ensure the effectiveness of the management system and compliance with legal regulations. Therefore, information security risks are not considered significant operational risks for the company.

  • (6) Impact of changes in corporate image on crisis management and response measures: The company maintains a good corporate image, and there have been no changes in corporate image

  • that would impact crisis management.

  • (7) Anticipated benefits, potential risks, and response measures related to mergers and acquisitions: None.

  • (8) Anticipated benefits, potential risks, and response measures related to expanding facilities: None.

  • (9) Risks associated with concentration in purchasing or sales and response measures: None.

  • (10) Impact, risks, and response measures related to the significant transfer or replacement of directors, supervisors, or major shareholders holding more than 10% of shares: None.

  • (11) Impact, risks, and response measures related to changes in ownership rights: None.

100

  • (12) Disclosure of significant litigation, non-litigation events involving the company, directors, supervisors, general manager, substantial responsible person, major shareholders holding more than 10% of shares, and subsidiary companies, where the outcomes may have a significant impact on shareholders' equity or securities prices. The disclosure should include the disputed facts, amount involved, commencement date of litigation, key parties involved, and the status of the proceedings as of the printing date of the annual report: None.

  • (13) Other significant risks and response measures: None.

7. Other significant matters: None.

101

6. Special Notes

1. Related information on affiliated enterprises

  • (1) Consolidated business report of affiliated enterprises

Please refer to the "Related Party Transaction Statements Section" under "Single Company > Electronic Document Download" on the Market Observation Post System (MOPS): https://mopsov.twse.com.tw/mops/web/bfhtm_q2

  • (2) Consolidated Financial Statements of Related Companies

Since the consolidated financial statements of related parties are identical to those in the annual financial report, and a declaration has already been issued in the annual financial report, please refer to page 3 of the 2024 consolidated financial report of Rectron, available on the Market Observation Post System (MOPS) under: Single Company > Electronic Document Download > Financial Reports https://mops.twse.com.tw/mops/#/web/t57sb01_q1

  • (3) Related party report: Not applicable

2. Private placement of tradable securities in the recent fiscal year and up to the date of printing of the annual report: None.

3. Holdings or disposals of the company's shares by subsidiary companies in the recent fiscal year and up to the date of printing of the annual report: None.

4. Other necessary supplementary explanations: None.

7. Major events in the most recent year up until the publication date of the annual report with significant impact on shareholders’ equity or stock price: None

  • (1) Appendix I – Consolidated Financial Report:

    • Please refer to the 2024 Consolidated Financial Report of Rectron, available on the Market Observation Post System (MOPS) under:

Single Company > Electronic Document Download > Financial Reports https://mops.twse.com.tw/mops/#/web/t57sb01_q1

(2) Appendix II – Standalone Financial Report:

Please refer to the 2024 Standalone Financial Report of Rectron, available on the Market Observation Post System (MOPS) under:

Single Company > Electronic Document Download > Financial Reports https://mops.twse.com.tw/mops/#/web/t57sb01_q1

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